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Pyxis Finvest Ltd.

BSE: 534109 Sector: Financials
NSE: N.A. ISIN Code: INE883L01018
BSE 00:00 | 14 Feb 31.75 0
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NSE 05:30 | 01 Jan Pyxis Finvest Ltd
OPEN 31.75
PREVIOUS CLOSE 31.75
VOLUME 4000
52-Week high 31.75
52-Week low 31.75
P/E 17.35
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 36.90
Sell Qty 4000.00
OPEN 31.75
CLOSE 31.75
VOLUME 4000
52-Week high 31.75
52-Week low 31.75
P/E 17.35
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 36.90
Sell Qty 4000.00

Pyxis Finvest Ltd. (PYXISFINVEST) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 13th Annual Report onthe business and operations of your Company together with the Audited Financial Statementsfor the year ended March 31 2018.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for financial Year 2017-18and 2016-17 is summarized as below:

(Rs.in Lakh)
Particulars

For Financial March 312018

Year Ended March 31 2017

Total Revenue

573.07

460.17

Total Expenditure

249.20

167.80

Profit before Tax

323.87

292.37

Provision forTax

97.16

71.28

Profit/ (loss) After Tax

226.71

221.20

FINANCIAL PERFORMANCEAND STATEOF COMPANY AFFAIRS

During the year under review your Company has recorded total revenueof Rs. 573.07 lakh against Rs.460.17 lakh in the previous year resulting in 24.53 % growthover previous year. Profit before Taxation for the financial year ended March 31 2018increased to Rs. 323.87 lakh as compared to Rs.292.37 lakh in the previous year resultingin 10.77 % growth. Profit after Tax is Rs. 226.71 lakh as compared to Rs.221.20lakh intheprevious year resulting in2.49 % growth.

DIVIDEND

With a view to conserve the resources your Directors do not recommenddividend for the financial year2017 -18.

DIRECTORSAND KEYMANAGERIAL PERSONNEL

As on August31 2018 Mr.Surajit Sarkar (DIN:06937315) isappointed as aNon-ExecutiveDirector. As per the provisions of the Companies Act 2013 Mr. ShailendraApte (DIN: 00017814) will retire by rotation at the ensuing Annual General Meeting (AGM)of the Company and being eligible seek re-appointment. The Board has recommended hisre-appointment.

Due to his pre-occupancy with other assignments Mr. Narayan Krishnan(DIN: 00803611) resigned from the directorship of the Company with effect from August 312018. The Board of Directors places on record its appreciation for the valuable servicesrendered by him during his tenure as Director of theCompany.

SHARE CAPITAL

During the financial year 2017-18 there was no change in theAuthorized Issued Subscribed and Paid-up Share Capital of the Company. As on March 312018 the Company was having Authorized Share Capital of Rs. 120000000 comprising of12000000 equity shares of Rs. 10/- each out of which Issued Subscribed and Paid-upShare Capital was Rs. 115025850 comprising of 11502585 equityshares of Rs. 10/-each.

During the year CentrumDirect Limited promoter of the companytransferred the entire stake (6572000 equity shares (57.13%)) to JBCG Advisory ServicesPrivate Limited (Inter-se transfer between promotergroup).

MANAGEMENTDISCUSSION AND ANALYSIS

The management Discussion and Analysis forms an integral part of thisReport and gives details of the overall industry structure economic developmentsperformance and state of affairs of the Company's businesses internal controls and theiradequacy risk management systems and other material developments during the financialyear2017-18.

TRANSFERTO RESERVES

Your Company proposes to transfer an amount of Rs. 45.34 lakh (Previousyear Rs. 44.23 lakh) to Statutory Reserve.

PARTICULARS OFDEPOSITS

Your Company being a ‘Non-Deposit taking Non-Banking FinancialCompany' has not accepted deposits during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the RBI. Accordingly thedisclosure requirements under Rule 8(5)(v) and (vi)of theCompanies (Accounts)Rules 2014areno t a pplicable tothe Company.

LISTING

At present the Company's equity shares are listed on SME platform ofBSE Limited and the Company haspaid listingfees for the financialyear under review.

MEETINGSOF THEBOARD &COMMITTEES

Details ofmeetings of theBoard and committees heldduring the year areset outin following table.

Particulars

Board

Audit Committee

Nomination & Remuneration Committee

Number of Meetings

6

4

1

Dates of Meetings

27.04.2017 14.08.2017 14.11.2017 13.03.2018

27.04.201714.11.2017

27.04.2017 13.03.2018

No. of meetings attended by Directors/ Committee members

As given below

As given below

As given Below

Mr. Kumud Ranjan Mohanty

4

N.A.

N.A.

Mr. Shailendra Kishor Apte

4

N.A.

N.A.

Mr. Narayan Krishnan

4

2

2

Mr. Parag Gunvantrai Shah

4

2

2

Ms. Swati Sahukara

4

2

2

The intervening gap between the Board Meetings was within the periodprescribed under the CompaniesAct 2013.

PERFORMANCEEVALUATION

The Board of Directors carried out an annual evaluation of the Boarditself its Committees and individual Directors. The entire Board carried out performanceevaluation of each Independent Director excluding the Independent Director beingevaluated. The Nomination Remuneration Committee also carriedout evaluationof everydirector's performance.

The evaluation was done after taking into consideration inputs receivedfrom the Directors setting out parameters of evaluation. Evaluation parameters of theBoard and Committees were mainly based on Disclosure of Information Key functions of theBoard and Committees Responsibilities of the Board and Committees etc. Evaluationparameters of Individual Directors including the Chairman of the Board and IndependentDirectors were based on Knowledge to Perform the Role Time and Level of ParticipationPerformance of Duties and Level of Oversight and Professional Conductetc.

Independent Directors in their separate meeting evaluated theperformance of Non-Independent DirectorsChairman of the Board and the Board as a whole.

DISCLOSURESBY DIRECTORS

The Directors on the Board have submitted notice of interest underSection 184(1) intimation under Section 164(2) of the Companies Act 2013 and declarationas to compliance with the Code of Conduct of the Company. All Independent Directors havealso given declarations that they meet the criteria of independenceas laid downunderSection 149(6) ofthe Companies Act 2013.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act2013 and on the basis of the informationfurnished to them bythe Statutory AuditorsandManagement the Directors state that:

(a) in the preparation of the annual accounts the applicableaccounting standards have been followedand thereare no material departures;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they haveprepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable lawsand that such systems we read equate and operatingeffectively.

INTERNALFINANCIAL CONTROL SYSTEMSAND THEIRADEQUACY

The Board has laid down standards processes and procedures forimplementing the internal financial controls across the organization. After consideringthe framework of existing internal financia lcontrols and compliance systems;workperformed by the Internal Statutory and Secretarial Auditors and External Consultants;reviews performed by the Management and relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls withreference to the financial statements were adequate and effective during the financialyear 2017 -18.

PARTICULARS OFLOANS GUARANTEESSECURITIES AND INVESTMENTS

In accordance with the provisions of Sections 134(3)(g) and 186(4) ofthe Companies Act 2013 full particulars of loans given investments made guaranteesgiven and securities provided if any have been disclosedin the financial statements.

EXTRACTOF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under theprovisions of Sections 92(3) and 134(3)(a) read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 is set out inAnnexure ‘1' tothisReport.

RELATEDPARTY TRANSACTIONS

All related party transactions that were entered during the financialyear under review were on an arm's length basis and were in the ordinary course ofbusiness. There were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company atlarge.

Accordingly particulars of contracts or arrangements with relatedparty referred to in section 188(1) along with the justification for entering into suchcontract or arrangement in form AOC-2 does not formpart ofthe Report.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS ANDOUTGO

In view of the nature of activities carried on by the Company therequirements for disclosure in respect of conservation of energy technology absorptionin terms of the Section 134 of the Companies Act 2013 are not applicable to the Company.However the Company takes all possible efforts towards energy conservation. Therequirement for disclosure with respect to technology absorption does not apply to theCompany as the activities in which the Company operates does not requireany technology.

During the period under review the Company has not earned any foreignexchange income and also hasnot incurredany foreign exchange outgo.

RISK MANAGEMENT

An effective risk management policy lies at the core of our businessphilosophy of the Company which is centred on delivering high and better returns to allstakeholders. With ups and downs volatility and fluctuations in the financial business inwhich the Company operates the Company is exposed to variousrisks and un certaintiesinthe normal course ofour business. Sincesuch variations can cause deviations in theresults from operations and affect our financial state the focus on risk managementcontinues to be high. The Company has its Risk Management Policy in place which is alsodisplayed on the website of the Company. In the opinion of the Board during the financialyear 2017-18 the Board has not noticed any elements of risk which may threaten theexistence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of section 135 ofthe Companies Act 2013 concerning theconstitution of Corporate Social Responsibility Committee and related matters are notapplicable to the Company.

AUDITORS

The members of the Company at the 11th Annual General Meeting of theCompany held on September 19 2016 had appointed M/s. P. D. Saraf & Co. CharteredAccountants as a Statutory Auditors till the conclusion of the 15th Annual General Meetingof the Company to be held in the year2021 subject to ratification oftheir appointmentatevery AnnualGeneral Meeting.

However as per circular of Ministry of Company Affairs with effectfrom May 72018 there is no need for ratification of appointment at every Annual GeneralMeeting hence agenda item for ratification ofappointment of Auditor isnot taken.

With regardto note no. 9(a) inthe Auditor's Report we wishto submit asunder;

Since Company has small Balance Sheet and few borrowing entities itwill correct the same in due course oftime eitherby recallingexcess loangiven orbyinfusion of capital.

In connection with note no. 9(b) in the Auditor's Report the report isself-explanatory and does not call for anyfurther comments.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board has appointed M/s. Shraddha Tripathi & Associates CompanySecretaries as Secretarial Auditors for the financial year 2017-18. The Secretarial AuditReport for the financial year ended March 31 2018 is set out in Annexure ‘2'to this Report. The Secretarial Audit Report does not contain anyqualificationreservation adverseremark or disclaimer.

With regardto point no.vi in theSecretarial Audit Reportwe wishtosubmit asunder;

Since Company has small Balance Sheet and few borrowing entities itwill correct the same in due course oftime eitherby recallingexcess loangiven orbyinfusion of capital.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 exempts companies which have listed their specified securities on SMEExchange from compliance with corporategovernance provisions.

Since the equity share capital of your Company is listed exclusively onthe SME Platform of BSE Limited the Company is exempted from compliance with CorporateGovernance requirements and accordingly the reporting requirements like CorporateGovernance Report Business Responsibility Report etc.are not applicableto theCompany.

AUDITCOMMITTEE

The constitutionof the Audit Committee as on March 31 2018is asfollows:

Name Designation
Mr.Narayan Krishnan Chairman
Mr. Parag Shah Member
Mrs.Swati Sahukara Member

PARTICULARS OFEMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel)Rules 2014is givenbelow.a) Ratioof remunerationof each Directorto the employees' medianremuneration:

Director Designation

Remuneration p.a. (Rs.)

Ratio

Mr. Kumud Mohanty ManagingDirector

Nil

N.A.

Mr. Shailendra Apte Non-executiveDirector

Nil

N.A.

Mr. NarayanKrishnan Non-executiveDirector

Nil

N.A.

Mr.Parag Shah Independent Director

Nil

N.A.

Mrs.Swati Sahukara Independent Director

Nil

N.A.

b) Percentageincrease in the median remunerationof employees inthefinancial year 2017-18:Nil

c) Numberof permanent employees on the rollsof theCompany as onMarch31 2018: 3(Three)

d) Average percentile increase made in the salaries of employees otherthan key managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstancesfor increasein the managerial remuneration:

Since there were no employees other than three key managerialpersonnel this is not applicable.

e) It is hereby affirmed that the remuneration paid during the year isas per the Remuneration policyof the Company.

f) There is no employee covered under the provisions of section 197(14)of the Companies Act 2013.

There was no employee in the Company who drew remuneration of Rs.10200000/ - per annum during the period under review. Hence the Company is notrequired to disclose any informationas per Rule 5(2) ofthe Companies (AppointmentandRemuneration) Rules 2014.

POLICIES ANDDISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act 2013 the Company hasadopted following policies which are available on its website http://www.pyxisfinvest.com/and the weblink is http://www.pyxisfinvest.com/investors

Vigil Mechanism Policy

Familiarization Programme forIndependent Directors

Nominationand Remuneration Policy

RiskManagement Policy

Code of Conduct

Policy on materiality for disclosures

Policyon Preservationof documents and archivalof records

Policyon Related Party Transactions

‘Policyfor selection and appointment of Directors and theirremuneration' is shown as Annexure‘3' .

RESIDUARY DISCLOSURES

i. During the financial year 2017-18 the Company has not issuedequity shares with differential rights as to dividend voting or otherwise. Hencedisclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules 2014isnot applicable;

ii. During the financial year 2017-18 the Company has not issued sweatequity shares to its employees. Hence disclosure under Rule 8(13) of the Companies (ShareCapital and Debentures) Rules 2014is not applicable;

iii. During the financial year 2017-18 no significant material ordershave been passed by any regulators or courts or tribunals which may impact the goingconcern status of the Company and its future operations. Hence disclosure under Rule8(5)(vii) of the Companies (Accounts) Rules2014 isnot applicable; iv. During thefinancial year 2017-18 there have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis Report. Hence disclosure under the provisions of Section 134(3)(l) of theCompaniesAct 2013 isnot applicable;

v. During the financial year 2017-18 there has been no change in thenature of business of the Company. Hence disclosure under Rule 8(5)(ii) of the Companies(Accounts) Rules 2014 is not applicable;

vi. The Company doesnot have anysubsidiary joint venture andassociatecompany; and

vii. The Company hasno shares lyingin demat suspense account orunclaimed suspenseaccount. Your Director further state that during the year under reviewthere were no cases filed pursuant to theSexual Hara ssmentof Women atWorkplace(Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and place on record their sincereappreciation for the assistance and cooperation received from all the members regulatoryauthorities customers financial institutions bankers lenders vendorsand otherbusinessassociates.

The Directors also recognize and appreciate all the employees for theircommitment commendable effortsteam work professionalis man d continued contribution tothe growth of the Company.

For andon behalf ofthe Board ofDirectors of PyxisFinvest Limited(Formerly BCBFinance Limited)

Kumud Ranjan Mohanty

Shailendra Apte

Managing Director

Director

DIN 07056917

DIN 00017814

Place: Mumbai
Date: August31 2018