Pyxis Finvest Ltd.
|BSE: 534109||Sector: Financials|
|NSE: N.A.||ISIN Code: INE883L01018|
|BSE 00:00 | 20 May||Pyxis Finvest Ltd|
|NSE 05:30 | 01 Jan||Pyxis Finvest Ltd|
|BSE: 534109||Sector: Financials|
|NSE: N.A.||ISIN Code: INE883L01018|
|BSE 00:00 | 20 May||Pyxis Finvest Ltd|
|NSE 05:30 | 01 Jan||Pyxis Finvest Ltd|
Your Directors take pleasure in presenting the 16th Annual Reporton the business and operations of your Company together with the Audited FinancialStatements for the year ended March 31 2021.
The financial performance of your Company for financial Year 2020-21 and 2019-20 issummarized as below:
(Rs. in Lakh)
FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
Information on the operational and financial performance of the Company is given in theManagement Discussion and Analysis Report which is annexed to the Report and is inaccordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations").
During the period under review there has been no change in the authorized as well aspaid up share capital of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this Report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of the Company's various businesses internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2020-21.
TRANSFER TO RESERVES
Your Company have not transfer any amount to Statutory Reserve due to losses in thecurrent year.
Considering the impending growth and expansion plans of the Company and the need toconserve the resources and redeploy the same the Board decided not to recommend anydividend for financial year 2020-21.
MATERIAL CHANGES AND COMMITMENTS
There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
The Company's Equity shares are listed on BSE Limited and the Company has paid listingfees upto the financial year 2020-21.
PARTICULARS OF DEPOSITS
Your Company being a Non-Deposit taking Non-Banking Financial Company' has notaccepted deposits during the year under review and shall not accept any deposits from thepublic without obtaining prior approval of the RBI. Accordingly the disclosurerequirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules 2014 are notapplicable to the Company.
MEETINGS OF THE BOARD & COMMITTEES
Details of meetings of the Board and committees held during the year are set out infollowing table.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience required the Board as a whole and itsindividual members with the objective of having a Board with a diverse background and richexperience in business. Characteristics expected from all Directors include independenceintegrity high personal and professional ethics sound business judgement ability toparticipate constructively in deliberation and willingness to exercise authority in acollective manner. The policy regarding the same is provided in Annexure 1 to thisReport.
NOMINATION AND REMUNERATION POLICY
The Company has in place a Nomination and Remuneration Policy for the Directors KMPand other employees pursuant to the provisions of the Companies Act 2013 and the ListingRegulations which is set out in Annexure 2 which forms part of this Report.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Listing Regulations the Company is required to familiarize its IndependentDirectors with their roles rights and responsibilities in the Company etc. throughinteractions and various programmes. The Independent Directors are also required toundertake appropriate induction and regularly update and refresh their skills knowledgeand familiarity with the Company in terms of Schedule IV of the Companies Act 2013. Thedetails on the Company's Familiarisation Programme for Independent Directors is availableat www.pyxisfinvest.com
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out. In a separate meeting ofIndependent Directors evaluation of the performance of Non-Independent Directorsperformance of Board as a whole and performance of the Managing Director was done aftertaking into account views of Executive and Non-Executive Directors.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the
Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force).
INDEPENDENT DIRECTOR'S MEETING
A meeting of Independent Directors was held on March 05 2020 as per schedule IV ofthe Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there was following appointments being made.
As per the provisions of the Companies Act 2013 Mr. Kumud Ranjan Mohanty (DIN:07056917) was reappointed as Managing Director at Annual General Meeting (AGM) ofthe Company by passing Special Resolution and being eligible seek re-appointment. TheBoard has recommended his re-appointment. As per the provisions of the Companies Act2013 Mr. Shailendra Apte (DIN: 00017814) will retire by rotation at theensuing Annual General Meeting (AGM) of the Company and being eligible seekre-appointment. The Board has recommended his re-appointment. Information pursuant toRegulation 36(3) of the Listing Regulations with respect to the Directors seekingAppointment/Re-appointment is appended to the Notice convening the ensuing Annual GeneralMeeting. The Board recommends their Appointment/ Re-appointment. All the IndependentDirectors have furnished declarations stating that they meet the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 read with Regulation 16(1)(b) ofthe Listing Regulations. The term of the existing Independent Directors Mr. ParagShah (DIN: 00727233) and Ms. Swati Sahukar (DIN: 06801137) who were appointed asadditional Director in 2014 to hold the office upto the conclusion of AGM to be held in2015 and thereafter reappointed as Independent Director in the 9th AGM held inthe year 2015 has been expired on 26th September 2020 As per the provisionsof the Companies Act 2013 Mr. Rahul Singh (DIN: 07477748) and Ms. Itishree Garg(DIN: 08837706) were appointed as Additional (Non-Executive) Director of theCompany with effect from 24th August 2020 to the conclusion of 15thAnnual General Meeting of the Company and thereafter reappointed as Independent Directorin the 15th Annual General Meeting for the term of 5 year commencing witheffect from 30th September 2020 to 29th September 2025
Ms. Itishree Garg (DIN: 08837706) Additional (Non-Executive) Director Memberof Audit Committee resigned from position with effect from 3rd November 2020and subsequently Ms. Nikita Kothari (DIN: 08952012) appointed as AdditionalDirector (Non-executive Independent) of the Company with immediate effect who shallhold office up to the date of the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
There were no changes in the Key Managerial Personnel during the period under review.Mr. Shailendra Apte is the Chief Financial Officer of the Company and Mr. Deepesh Shah isthe Company Secretary.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re enactment(s) for the time being in force) the Directors of theCompany confirm that:
i. In the preparation of the annual accounts for the financial year ended March 312021 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re enactment(s) for the time being in force)have been followed and there are no material departures from the same;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2021 and of the profitand loss of the Company for the financial year ended March 31 2021;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re enactment(s) for the time being in force) forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts have been prepared on a 'Going Concern' basis;
v. Proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and
vi. Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Committee met 2 (two) times during the period under review. As on March 312021 the composition of the Audit Committee was as follows:
The recommendation of Audit Committee given from time to time were considered andaccepted by the Board.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year under reviewwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
Accordingly particulars of contracts or arrangements with related party referred to insection 188(1) along with the justification for entering into such contract or arrangementin form AOC-2 form part of the Report set out in Annexure- 3.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate. During the financial year under review nomaterial or serious observations have been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS
In accordance with the provisions of Sections 134(3)(g) and 186(4) of the CompaniesAct 2013 full particulars of loans given investments made guarantees given andsecurities provided if any have been disclosed in the financial statements.
THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities carried on by the Company the requirements fordisclosure in respect of conservation of energy technology absorption in terms of theSection 134 of the Companies Act 2013 are not applicable to the Company. However theCompany takes all possible efforts towards energy conservation. The requirement fordisclosure with respect to technology absorption does not apply to the Company as theactivities in which the Company operates does not require any technology.
During the period under review the Company has not earned any foreign exchange incomeand also has not incurred any foreign exchange outgo.
RISK MANAGEMENT POLICY
An effective risk management policy lies at the core of our business philosophy of theCompany which is centred on delivering high and better returns to all stakeholders. Withups and downs volatility and fluctuations in the financial business in which the Companyoperates the Company is exposed to various risks and uncertainties in the normal courseof our business. Since such variations can cause deviations in the results from operationsand affect our financial state the focus on risk management continues to be high. TheCompany has its Risk Management Policy in place which is also displayed on the website ofthe Company. In the opinion of the Board during the financial year 2020-21 the Board hasnot noticed any elements of risk which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of section 135 of the Companies Act 2013 concerning the constitution ofCorporate Social Responsibility Committee and related matters are not applicable to theCompany.
The members of the Company at the 11th Annual General Meeting of the Company held onSeptember 19 2016 had appointed M/s. P.D. Saraf & Co. Chartered Accountants as aStatutory Auditors till the conclusion of the 16th Annual General Meeting ofthe Company to be held in the year 2021. The Board of Directors at its Meeting held onJune 30 2021 proposed the re-appointment of M/s. P. D. Saraf & Co. CharteredAccountants as Statutory Auditors of the Company for a period of 4 (Four) FinancialsYears up to Financial Year 2025 for the approval of Shareholders at the ensuing AnnualGeneral Meeting.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. Priyanka J & Associates Company Secretariesas Secretarial Auditors for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended March 31 2021 is set out in Annexure- 4 to this Report.The Secretarial Audit Report does not contain any qualification.
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions. Since the equity share capital of yourCompany is listed exclusively on the SME Platform of BSE Limited the Company is exemptedfrom compliance with Corporate Governance requirements and accordingly the reportingrequirements like Corporate Governance Report Business Responsibility Report etc. are notapplicable to the Company.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below.
a) the ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2020-21: NA as the Company doesn't haveany employee
b) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Nil
c) The percentage increase in the median remuneration of employees in the financialyear 2020-21: Nil
c) Number of permanent employees on the rolls of the Company as on March 31 2021: Nil
d) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL
e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.
f) There is no Director covered under the provisions of section 197(14) of theCompanies Act 2013. There was no employee in the Company who drew remuneration mentionedin Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 Hence theCompany is not required to disclose any information as per Rule 5(2) of the Companies(Appointment and Remuneration) Rules 2014.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on www.pyxisfinvest.com
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirm that the Secretarial Standards issued by the Institute of CompanySecretaries of India have been complied with.
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company atwww.pyxisfinvest.com
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofCompanies Act 2013 and Rules framed thereunder.
All the Policies including the following formed by the Company as per the CompaniesAct 2013 and Listing Regulations are uploaded on the Company's website and are availableat www.pyxisfinvest.com
Vigil Mechanism Policy
Familiarization Programme for Independent Directors Nomination and Remuneration PolicyRisk Management Policy Code of Conduct Policy on Materiality for disclosures Policy onPreservation of documents and archival of records Policy on Related Party TransactionsPolicy for selection and appointment of Directors and their remuneration.
i. During the financial year 2020-21 the Company has not issued equity shares withdifferential rights as to dividend voting or otherwise. Hence disclosure under Rule 4(3)of the Companies (Share Capital and Debentures) Rules 2014 is not applicable;
ii. During the financial year 2020-21 the Company has not issued sweat equity sharesto its employees. Hence disclosure under Rule 8(13) of the Companies (Share Capital andDebentures) Rules 2014 is not applicable;
iii. During the financial year 2020-21 no significant material orders have been passedby any regulators or courts or tribunals which may impact the going concern status of theCompany and its future operations. Hence disclosure under Rule 8(5)(vii) of the Companies(Accounts) Rules 2014 is not applicable;
iv. During the financial year 2020-21 there have been no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this Report. Hence disclosure under the provisions ofSection 134(3)(l) of the Companies Act 2013 is not applicable;
v. During the financial year 2020-21 there has been no change in the nature ofbusiness of the Company. Hence disclosure under Rule 8(5)(ii) of the Companies (Accounts)Rules 2014 is not applicable;
vi. The Company does not have any subsidiary joint venture and associate Company; and
vii. The Company has no shares lying in demat suspense account or unclaimed suspenseaccount.
Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
HUMAN RESOURCE AND EMPLOYEE RELATIONSHIP
There is an ongoing emphasis on building a progressive Human Resources culture withinthe organization. Structured initiatives that foster motivation team work andresult-orientation continue to be addressed.
Statements in the Director's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions changes in government regulations tax laws economic developments within thecountry and such other factors that may affect the markets/industry in which the Companyoperates.
The Directors wish to convey their gratitude and place on record their appreciation forall the employees at all levels for their hard work solidarity co-operation anddedication during the year.
The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.