Pyxis Finvest Ltd.
|BSE: 534109||Sector: Financials|
|NSE: N.A.||ISIN Code: INE883L01018|
|BSE 00:00 | 07 May||Pyxis Finvest Ltd|
|NSE 05:30 | 01 Jan||Pyxis Finvest Ltd|
Pyxis Finvest Ltd. (PYXISFINVEST) - Director Report
Company director report
Your Directors take pleasure in presenting the 12th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended 31st March 2017.
The financial performance of your Company for financial Year 2016-17 and 2015-16 issummarized as below:
(Rs. in Lakh)
FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
During the year under review your Company has recorded total revenue of Rs.460.17 lakhagainst Rs.290.42 lakh in the previous year resulting in 58.45% growth over previous year.Profit before Taxation for the financial year ended 31st March 2017 increasedto Rs.292.37 lakh as compared to Rs.236.16 lakh in the previous year resulting in 23.80%growth. Profit after Tax is Rs.221.20 lakh as compared to Rs.148.16 lakh in the previousyear resulting in 49.30% growth.
With a view to conserve the resources your Directors do not recommend dividend for thefinancial year 2016-17. SHARE CAPITAL
During the financial year 2016-17 there was no change in the authorized issuedsubscribed and paid-up share capital of the Company. As on March 31 2017 the Company washaving authorized share capital of Rs. 120000000 comprising of 12000000 equityshares of Rs. 10/- each out of which issued subscribed and paid-up share capital was Rs.115025850 comprising of 11502585 equity shares of Rs. 10/- each.
TRANSFER TO RESERVES
Your Company proposes to transfer an amount of Rs. 44.23 lakh (Previous year Rs. 29.63lakh) to Statutory Reserve.
As on 01st April 2016 the Company was not having any outstanding depositsfalling under the scope of Chapter V of the Companies Act 2013 and it has not acceptedany deposits covered under said Chapter during the financial year 2016-17. As on 31stMarch 2017 the Company was not having any outstanding deposit falling under the scope ofsaid Chapter.
At present the Company's equity shares are listed on SME platform of BSE Limited andthe Company has paid listing fees for the financial year under review.
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.
The Board of Directors carried out an annual evaluation of the Board itself itsCommittees and individual Directors. The entire Board carried out performance evaluationof each Independent Director excluding the Independent Director being evaluated. TheNomination Remuneration Committee also carried out evaluation of every director'sperformance.
The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance ofNon-Independent Directors Chairman of the Board and the Board as a whole.
DISCLOSURES BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1)intimation under Section 164(2) of the Companies Act 2013 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirements of Section 134(3)(c) of the Companies Act 2013 and on thebasis of the information furnished to them by the Statutory Auditors and Management theDirectors state that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has laid down standards processes and procedures for implementing theinternal financial controls across the organization. After considering the framework ofexisting internal financial controls and compliance systems; work performed by theInternal Statutory and Secretarial Auditors and External Consultants; reviews performedby the Management and relevant Board Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls with reference to thefinancial statements were adequate and effective during the financial year 2016-17.
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.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 as required under the provisions of Sections92(3) and 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 is set out in Annexure '1' to this Report.
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.
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.
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 2016-17 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.
In accordance with the provisions of Section 139 of the Companies Act 2013 read withRule 3 of the Companies (Audit and Auditors) Rules 2014 M/s. P. D. Saraf & Co.Chartered Accountants were appointed as Statutory Auditors of the Company by Members inthe Annual General Meeting held on 19th September 2016 to hold office for aperiod of 5 (five) years from 11th Annual General Meeting till the conclusionof Annual General Meeting to be held in 2021 subject to ratification of their appointmentby the Members at every Annual General Meeting held after the 11th AnnualGeneral Meeting.
Accordingly a proposal seeking Members' ratification for the appointment of M/s. P. D.Saraf & Co. Chartered Accountants (Firm Registration No. 109241W) as the StatutoryAuditors of the Company and for fixing their remuneration for the financial year 2017-18forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to theprovisions of Sections 139 and 141 of the Companies Act 2013 read with Rule 4 of theCompanies (Audit and Auditors) Rules 2014 the Company has received consent from them tothe proposal for their appointment in the ensuing Annual General Meeting for the remainingtenure along with a certificate to the effect that their appointment if made will bewithin the prescribed limits under the Companies Act 2013 and that they are notdisqualified for appointment. They have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India. TheAudit Committee and Board of Directors have reviewed their eligibility criteria as laiddown under Section 141 of the Companies Act 2013 and recommended the ratification oftheir re-appointment as Statutory Auditors for the financial year 2017-18 at aremuneration decided by the Board of Directors in consultant with Statutory Auditors andre-imbursement of out of pocket expenses as may be incurred by them for conducting theStatutory Audit.
The Company has appointed M/s. Hemant Goyal & Associates Chartered Accountants asInternal Auditors for the financial year 2016-17.
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. M. Gupta & Associates Company Secretaries in Practice asSecretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2017 is set out in Annexure '2' to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shailendra Apte Director of the Company is liable to retire by rotation at theensuing Annual General Meeting in accordance with the provisions of Section 152 of theCompanies Act 2013 and being eligible has offered himself for re-appointment.
Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with respect to the Directors seekingRe-appointment is appended to the Notice convening the ensuing Annual General Meeting. TheBoard recommends their Re-appointment.
Ms. Snehal Saboo was appointed as Company Secretary of the Company under the provisionsof Sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointmentand Qualifications of Managerial Personnel) Rules 2014 w.e.f. 27th April2017.
Mr. Shailendra Apte is the Chief Financial Officer (CFO) of the Company.
The constitution of the Audit Committee as on 31st March 2017 is asfollows:
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 year2016-17: Nil
c) Number of permanent employees on the rolls of the Company as on 31stMarch 2017:
d) Relationship between average increase in remuneration and Company performance:
There was no increase in remuneration of any employee during the year underconsideration.
e) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company:
Remuneration of KMP is in line with the performance of the Company.
f) Variation in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company:
g) 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 one key managerial personnel this is notapplicable.
h) The key parameters for the variable component of remuneration availed if any bythe Directors:
i) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:
j) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.
k) 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. 800000/ - per monthor Rs. 12000000/ - per annum during the period under review. Hence the Company is notrequired to disclose any information as per Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014.
POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies which are available on its website http://www.pyxisfinvest.com/ and theweblink is http://www.pyxisfinvest.com/investors-2/#ffs- tabbed-16
Vigil Mechanism Policy
Familiarization Programme for Independent Directors
Nomination and Remuneration Policy
Code of Conduct
'Policy for selection and appointment of Directors and their remuneration' is shown as Annexure'3'.
i. During the financial year 2016-17 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 2016-17 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 2016-17 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 2016-17 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 2016-17 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.
The Directors wish to acknowledge and place on record their sincere appreciation forthe assistance and cooperation received from all the members regulatory authoritiescustomers financial institutions bankers lenders vendors and other businessassociates.
The Directors also recognize and appreciate all the employees for their commitmentcommendable efforts team work professionalism and continued contribution to the growthof the Company.
For and on behalf of the Board of Directors of Pyxis Finvest Limited (Formerly BCBFinance Limited)
Date: 27th April 2017