Pyxis Finvest Ltd.
|BSE: 534109||Sector: Financials|
|NSE: N.A.||ISIN Code: INE883L01018|
|BSE 00:00 | 27 Feb||Pyxis Finvest Ltd|
|NSE 05:30 | 01 Jan||Pyxis Finvest Ltd|
|BSE: 534109||Sector: Financials|
|NSE: N.A.||ISIN Code: INE883L01018|
|BSE 00:00 | 27 Feb||Pyxis Finvest Ltd|
|NSE 05:30 | 01 Jan||Pyxis Finvest Ltd|
Your Directors take pleasure in presenting the 14th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended March 31 2019.
The financial performance of your Company for financial Year 2018-19 and 2017-18 issummarized as below:
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 2018-19.
TRANSFER TO RESERVES
Your Company proposes to transfer an amount of Rs. 42.06 lakh (Previous year Rs. 45.34lakh) to Statutory Reserve.
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 2018-19.
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 2019-20.
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.
*Mr. Narayan Krishnan ceased to be director w.e.f August 31 2018
**Mr. Surajit Sarkar was appointed as director w.e.f August 31 2018
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 to undertake appropriate induction andregularly update and refresh their skills knowledge and familiarity with the Company interms of Schedule IV of the Companies Act 2013.
The details on the Company's Familiarisation Programme for Independent Directors isavailable at 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 of Independent Directors evaluation of the performance ofNon-Independent Directors performance of Board as a whole and performance of the ManagingDirector was done after taking into account views of Executive and Non-ExecutiveDirectors.
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 theCompanies 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 DIRECTORS' MEETING
A meeting of Independent Directors was held on March 13 2019 as per schedule IV ofthe Companies Act 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review M. Surajit Sarkar was appointed as a Non-ExecutiveDirector w.e.f August 31 2018.
As per the provisions of the Companies Act 2013 Mr. Shailendra Apte (DIN: 00017814)will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company andbeing eligible seek reappointment. The Board has recommended his re-appointment.
Information pursuant to Regulation 36(3) of the Listing Regulations with respect to theDirectors seeking Appointment/Re-appointment is appended to the Notice convening theensuing Annual General Meeting. The Board recommends their Appointment/ Re-appointment.
All the Independent Directors have furnished declarations stating that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 readwith Regulation 16(1)(b) of the Listing Regulations.
Due to his pre-occupation with other commitments Mr. Narayan Krishnan Non-ExecutiveDirector of the Company resigned from the directorship of the Company with effect fromAugust 312018. The Board places on record its appreciation for the valuable servicesrendered by him during their tenure as Director of the Company.
Key Managerial Personnel
Mr. Shailendra Apte is the Chief Financial Officer of the Company and Mrs. Snehal Saboois the 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:
(a) in the preparation of the annual accounts for the financial year ended March 312019 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;
(b) 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 2019 and of the profitand loss of the Company for the financial year ended March 31 2019;
(c) 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;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) 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
(f) 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 31 2019the 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 does not form part of the Report.
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 2018-19 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 15th Annual General Meeting of the Companyto be held in the year 2021 subject to ratification of their appointment at every AnnualGeneral Meeting.
However as per circular of Ministry of Company Affairs with effect from May 72018there is no need for ratification of appointment at every Annual General Meeting henceagenda item for ratification of appointment of Auditor is not taken.
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. Pimple & Associates Company Secretaries as SecretarialAuditors for the financial year 2018-19. The Secretarial Audit Report for the financialyear ended March 31 2019 is set out in Annexure 3 to this Report. The SecretarialAudit Report does not contain any qualification reservation adverse remark ordisclaimer.
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 your Company is listed exclusively on the SMEPlatform of BSE Limited the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable 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) Ratio of remuneration of each Director to the employees' median remuneration:
b) Percentage increase in the median remuneration of employees in the financial year2018-19: Nil
c) Number of permanent employees on the rolls of the Company as on March 31 2019: 3(Three)
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:
Since there were no employees other than three key managerial personnel this is notapplicable.
e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.
f) There is no employee covered under the provisions of section 197(14) of theCompanies Act 2013.
There was no employee in the Company who drew remuneration of Rs. 10200000/ - perannum during the period under review. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on March 31 2019 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 is annexed herewith as Annexure 4.
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)of Companies 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 Policy
Risk Management Policy
Code of Conduct
Policy on materiality for disclosures
Policy on Preservation of documents and archival of records
Policy on Related Party Transactions
Policy for selection and appointment of Directors and their remuneration
i. During the financial year 2018-19 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 2018-19 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 2018-19 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 2018-19 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 financialyear 2018-19 there has been no change in the nature of business of the Company. Hencedisclosure 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; andvii. 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 Directors' 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 cooperation anddedication during the year.
The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.