Axon Ventures Ltd Directors Report.
Axon Ventures Limited
Your Directors have pleasure in presenting the 34thAnnual Report alonq with the Audited Accounts for the financial year ended March 31,2019
|Particulars||Year Ended 31/03/2019||Year Ended 31/03/2018|
|Revenue from Glass Trading||257.749||61.56|
|Revenue from Textile Business||-||82.21|
|Revenue from Finance Business||64.071||61.41|
|Total Operational Revenue||321.82||205.18|
|Total Revenue Generated||323.744||205.94|
|Total Expenditures (Excl. Dep. & Int.)||382.842||212.423|
|Profit/Loss before Dep. & Interest||(58.719)||(6.405)|
|Profit/Loss after Depreciation & interest||(59.098)||(6.478)|
|Provision for Tax||0.450||-|
|Provision for Deferred Tax||(0.531)||(1.428)|
|Provision for Earlier Tax||-||1.261|
|Net profit/ (Loss)||(59.017)||(6.311)|
|Other Comprehensive income for the year||(187.929)||1.222|
|Balance carried forward to Balance Sheet||(246.946)||(5.089)|
STATE OF COMPANYS AFFAIRS:
During the year under review performance of the Company has been satisfactory.Tthe Companys Operational Revenue for the year under review have increase to Rs. 321.82 Lakhs against Rs. 205.18 Lakhs in previous year. The net profit/ (loss) of the Company is Rs. (59.071) Lakhs as against net profit/ (loss) of Rs. (6.311) Lakhs in the previous year. The management is striving hard to work with great efforts and maintain high level of optimism to increase the revenue and to achieve profit margin in coming years.
During the year, your Directors have not recommended any dividend on Equity Shares.
The Company does not transfer any amount to the reserves during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
- In the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures;
- They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of 31st March, 2019 and of the profit and loss of the Company for that period;
- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
- They have prepared annual accounts on a going concern basis;
- They have laid down internal financial controls to be followed by the Company and such internal financial Controls are adequate and operating effectively;
- They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
|Sr. Name of Director/KMP No.||Designation||Particulars||Event Date|
|1. Ms. Prajna Naik||Company Secretary||Resignation||14/04/2018|
|2. Mr. Girraj Kishor Agrawal||Compliance Officer||Appointment||14/04/2018|
|3. Mrs. Geeta Gupta||CFO||Appointment||04/07/2018|
|4. Mr. Girraj Kishor Agrawal||CEO||Resignation||30/07/2018|
|5. Ms. Shubhika Modi||Company Secretary cum Compliance Officer||Appointment||10/08/2018|
|6. Mrs. Tanu Giriraj Agarwal||Director||Change in designation from Non Executive Director to Managing Director||01/03/2019|
|7. Mr. Anubhav Maurya||Additional Director||Appointment||01/03/2019|
Mr. Zubin Pardiwala for reappointed as Independent Director for second term of 5 years in last AGM held in 2018.
During the year under review,pursuant to Section 152 of the Companies Act, 2013 Mr. Girraj Kishor Agrawal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended him for reappointment.
The Board inducted Mr. Anubhav Srinath Maurya, as an Additional Director of the Company in the category of Non-Executive Independent Director and the Company w.e.f 01/03/2019, However, Mr. Anubhav Srinath Maurya has express his inability to continue his directorship and have forwarded his resignation w.e.f 12th August 2019.
It is proposed for members approval for Change in designation from Director to Managing Director of Mrs. Tanu Giriraj Agarwal as Managing Director for a period of 5 years from 1stMarch, 2019 to 29th February, 2024.
As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment/change in designation has been given in the notice of annual general meeting.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.
The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
Evaluation of the Board:The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding.
Evaluation of the Committees:The Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee were evaluated on parameters like Compositions, participation of members, frequency of meetings etc.
Evaluation of the Executive and Non-Executive Directors individually: Mr. Girraj Kishor Agrawal and Mrs. Tanu Giriraj Agarwal, Directors were evaluated on various points related to Personal Qualities and adherence to Code of Conduct etc.
Evaluation of Independent Directors: Mr. Zubin Jasi Pardiwala and Mr. Hardikkumar Bharatbhai Kabariya were evaluated on parameters like Directors contributions at Board meetings, willingness to devote time and effort to understand the Company, ability to understand governance, regulatory, fiduciary and ethical requirements of the Board / Committee, adherence to Code of Conduct and whether the Independent Director is able to bring independent judgment during board deliberations on performance.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Mr.Hardikkumar Bharatbhai Kabariya, Mr. Anubhav Srinath Maurya and Mr. Zubin Jasi Pardiwala have submitted a declaration that all of them meet the criteria of Independence.
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 as well as under Regulation16(1)(b) of SEBI (LODR) Regulations, 2015 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
M/s. Pravin Chandak & Associates, Chartered Accountants having Firm Registration No. 116627W, Statutory Auditors of the Company who were appointed in the 32nd Annual General Meeting held for the financial year ended 31st March, 2017, for a period of consecutive five (5)yearsupto the conclusion 37th Annual General Meeting of the company for the financial year ended 31st March, 2022.They will continue to be Statutory Auditors for F.Y 2019-20. The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act 2013.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 34thAGM.
The Statutory Auditors of the company have drawn the attention of the management on some Non Compliances which marked as qualification in their report. In connection with the same, management herewith giving the explanations as follows:
1. With regards to appropriateness of internal control system is concerned, management is having views that the company has effective and sufficient internal control system in place for granting of loans and over purchase and sales. The management grants loans only either to the parties known to the Company or by references which are governed by the Board policies. The Loan and Advances granted by the Company has been closely supervised and monitored on regular basis. Further the control over purchase and sales of commodities is concerned company has reasonable internal controls system according to the size of the company and scale of operations. However, as per recommendation of Auditors, the Company is under process to strengthen its controls procedures.
Also one more observation about loans given to few parties wherein interest is not charged in their report for the financial year ended March 31,2019.
The management inform that these loans are old and to recover the principal amount from them is very difficult and in order to avoid bad debt of this loan, Company has not charged interest, but company will take note in future.
2. The Company has obtained registration for profession tax and is in process to pay outstanding balance of profession tax under Amnesty Scheme under Government of Maharashtra.
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Paresh Pandya & Associates, Company Secretary in Practice, to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report as received from Mr. Paresh Pandya is appended to this Report as Annexure I.
COMMENTS ON OBSERVATION AND QUALIFCATION MADE BY THE AUDITORS:
The Secretarial Auditors of the company have drawn the attention of the management to one observation about loans given to few parties wherein interest is not charged in their report for the financial year ended March 31,2019. The management inform that these loans are old and to recover the principal amount from them is very difficult and in order to avoid bad debt of this loan, Company has not charged interest, but company will take note in future.
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s A.M. Gohel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:
The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is placed on the website of the company on the following link https://axonfinance.files.wordpress.com/2016/04/crite- ria-of-making-payments-to-non-executive-directors_axon.pdf
PARTICULARS OF LOANS, GUARANTESS AND INVESTMENTS:
Details of investments covered under Section 186 of the Companies Act, 2013 ("the Act") will be produced for verification to the members at the Registered office of the company on their request.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length.
All Related Party Transactions entered during the year 2018-19 were in Ordinary Course of the Business and on Arms Length basis; and there were no material contracts and arrangements.
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure II.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business during the year under review.
SHIFTING OF REGISTERED OFFICE:
During the year, the Company has shifted its Registered office within the local limits of the City.
PUBLIC DEPOSIT :
Your Company has not accepted any deposits within the meaning of Section 73, 74 and 76 of the Companies Act, 2013.
There was no change in the Share Capital of the Company during the year 2018-2019. As on 31st March, 2019, the issued, subscribed and the paid up share capital of the Company stood at Rs. 7,64,00,000/- comprising of 76,40,000 Equity Shares of Rs. 10/- each.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2018-19 to which this financial statements relate and the date of this report.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, no Company has become or ceased to be the Subsidiary, joint Venture or Associate Companies.
EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III. Our Website is https://axonfinance.wordpress.eom// copy of the annual return is placed on the website.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure- IV.
NUMBER OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on the companys policies and strategy apart from other Board matters. The intervening gap between the two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
During the Financial year 2018-2019 board meetings were held Eight (8) times on 14/04/2018, 05/05/2018, 15/05/2018, 04/07/2018, 10/08/2018, 05/11/2018, 07/02/2019 and 28/03/2019.
Your Company has three Committees of Board, viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.
During the FY 2018-19, there were no event of postal ballot.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
During the year the provisions related to Corporate Social Responsibilityunder Section 135 of Companies Act, 2013 and rules made thereunderare not applicable.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.
FOREIGN EXCHANGEEARNINGS & OUTGO:
There is no inflow and outflow of Foreign Exchange.
COMPLIANCE WITH SECRETARIAL STANDARDS
Company is in compliance with applicable Secretarial Standards.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
The Company has adequate Risk Management framework to identify measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2018 - 2019.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2018-19, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review no cases in the nature of sexual harassment were reported at any workplace of the company.
CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS
Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report in Annexure V.
The Board of Directors wishes to express sincere thanks for the assistance and co-operation received from the Bankers, Shareholders, Clients, Financial Institutions, Government Authorities, Customers, Sup-pliers and employees of Companies for extending support during the yearunder review.
The Directors would also like to thank BSE Ltd., National Securities Depository Limited, Central Depository Services (India) Limited, our RTA Sharex India Private Limitedfor their co-operation.
For and On behalf of the Board
|Girraj Kishor Agrawal||Tanu Agrawal|