Five X Tradecom Ltd Directors Report.
The Members of,
Five X Tradecom Limited,
Your Directors are pleased to submit the 10th Annual Report of the Company together with Standalone Audited Financial Statements along with Independent Auditors Report for the financial year ended 31st March, 2019.
The summary of the Companys Standalone financial performance for the financial year 2018-19 as compared to the previous financial year 2017-18 is given below:
|Particulars||Year ended 31/03/2019||Year ended 31/03/2018|
|Revenue from Operations||11,708,940||18,548,221|
|Revenue from Other Income||796,149||208,780|
|Share of profits/losses in a partnership firms||-||-|
|Profit / (loss) before exceptional items and tax||(624,070)||2,912,076|
|Profit / (loss) before tax||(624,070)||2,912,076|
|(1) Current tax||-||-|
|(2) Deferred tax||-||1,625,743|
|(3) Excess/ Short Provision of Tax||-||-|
|Profit / (Loss) for the period from continuing operations||(624,070)||1,286,333|
|Profit/ (loss) from discontinued operations||-||-|
|Tax expense of discontinued operations||-||-|
|Profit/ (loss) from discontinued operations||-||-|
|Profit/ (loss) for the period||(624,070)||1,286,333|
|Other Comprehensive income||16,30,603||(5,43,448)|
|Total Comprehensive Income for the period (Comprising Profit (Loss) and||10,06,533|
|Other Comprehensive Income for the period)|
|Earnings per equity share (for discontinued and continuing operation):|
*Note : Figures of the financial year 2018-19 are re-grouped or re-classified.
STATE OF COMPANY AFFAIRS
During the year, your Company has income of Rs. 12,505,089 /-including other income as compared to Rs.18,757,001 /- in the previous year. The Net Profit after tax was Rs (624,070) /- against the Net Profit of Rs. 1,286,333 /- in the previous year.
In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2019.
AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the Company has not proposed to transfer any amount to the General Reserve of the Company.
DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Since the Company has not accepted any accepted any deposits during the financial year 2018-2019, there has been no non-compliance with the requirements of the Act.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
During the year under review, there were no such companies which have become or ceased to be Subsidiaries/ Joint Venture/ Associate Companies.
UNPAID / UNCLAIMED AMOUNTS TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the company is not required to transfer any amount to Investor Education and Protection Fund.
The Companys paid up Equity Share capital continues to stand at Rs. 20,55,44,000/- as on March 31, 2019. During the year, the company has not issued any shares or convertible securities. The Company does not have any Scheme for issues of shares including sweat equity to the employees or Directors of the Company.
The Company is not required to obtain any credit rating from any credit rating agencies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Companys Board of Directors are eminent persons of proven competencies and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the company and devote adequate time to the meetings. The Company recognizes andembraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, industry experience and gender which will help the Company to retain its competitive advantage.
As on March 31, 2019, the Company has 4 Directors consisting of 1 Non- Independent Directors (Managing Director), 3 Independent Directors.
During the year under review, the following changes occurred in the position of the Directors/KMPs of the Company.
|Name of the Directors / KMPs||Date of Event||Details of Event|
|Ms. Prajna Naik||16/04/2018||Appointment as Company Secretary & Compliance|
|Officer of the Company.|
|Ms. Prajna Naik||11/05/2018||Resignation as Company Secretary & Compliance|
|Officer of the Company.|
|Mrs. Tanu Giriraj Agarwal||14/08/2018||Resignation as Director of the Company.|
|Mr. Zubin Jasi Pardiwala||14/08/2018||Resignation as Independent Director of the Company.|
|Mr. Amit Gulecha||14/08/2018||Resignation as Managing Director of the Company.|
|Mr. Hardikkumar Bharatbhai Kabariya||14/08/2018||Resignation as Independent Director of the Company.|
|Mr. Anubhav Srinath Maury||14/08/2018||Resignation as Independent Director of the Company.|
|Mr. Vinod Laxman Prabhu||14/08/2018||Resignation as Chief Financial Officer of the Company.|
|Mrs. Nikita Parekh||14/08/2018||Appointment as Non Executive Independent Director of the Company.|
|Mr. Vishal Sonawane||14/08/2018||Appointment as Non Executive Independent Director of the Company.|
|Mr. Shanker Lal Pancholia||14/08/2018||Appointment as Non Executive Independent Director of the Company.|
|Mrs. Vijayshree Desa||14/08/2018||Appointment as Managing Director of the Company.|
|Mr. Vinod Kacharu Mokal||29/07/2018||Appointment as Additional Independent Director of the|
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 appended as Annexure C to this Report. The web address where the policy is uploaded is www.fivexfinance.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitment affecting the financial position of the Company upto the date of approval of this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors of the Company as well as the Internal Auditors of the Company and cover all offices and key business areas.
Your Company has following 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.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to constitute CSR Committee, neither the company is required to comply with any of the provisions of Section 135 of the Companies Act, 2013 and Rules made there under.
Directors Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, your Directors hereby confirm that:
in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures are made;
appropriate accounting policies have been selected and applied consistently and estimates and judgments made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
the annual accounts have been prepared on a going concern basis; and
Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company based on the recommendation of the Audit committee, has recommended appointment of M/s. PMPK & Company, Chartered Accountants (Firm Registration No. 019681N) as Statutory Auditors of the Company, subject to members approval, to fill the casual vacancy due to resignation of M/s. SSRV & Associates, Chartered Accountants, as Statutory Auditors of the Company, who shall hold office for a period of 5 years (Five years), from the conclusion of this Annual general meeting until the conclusion of the Nineteenth Annual General Meeting.
They have furnished a certificate, confirming that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013 and they are not disqualified to be appointed as statutory auditors in terms of section 143 of the Act.
The members are therefore requested to appoint M/s. PMPK & Company, Chartered Accountants (Firm Registration No. 019681N) as Statutory Auditors of the Company for a term of five years from the conclusion of this Annual General meeting till the conclusion of Nineteenth Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Nitesh Chaudhary, Practicing Company Secretary, Mumbai (MEM NO. FCS-10010 & COP NO.16275) to undertake the Secretarial Audit of the Company for the financial year 2018-2019. The Report of the Secretarial Auditor is annexed herewith as Annexure C and forms an integral part of this Report.
The Company has appointed M/s A.M. Gohel & Co., Chartered Accountants as an Internal Auditor F.Y 2018-19.
Explanation or comments on qualifications, reservations or adverse remarks made by auditors and the practicing
Company secretary in their reports
The Statutory Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2019 does contains qualifications, reservations or adverse remarks on which management have given their explanations which are as follows :
1. As per provisions of Section 45-IA of RBI Act 1934, a Company is classified under various categories of Finance Company if a Companys Financial assets are more than 50% of the total assets of the Company and Gross Income from Financial Activities constitute more than 50% of Gross Income. The Company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 as both the Financial Assets exceeds 50% of total assets as well as Income from Financing activities exceeds 50% of Gross Income during the year. Here, the management of the company would like to clarify that the company is aware of the same and the company is finding out various ways and means to increase revenue from operations and other operating income in order to increase its income.
2. The Company did not have an appropriate internal control system for granting Loans, Demand and other loans given are governed by the Board Policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee or documents have been prescribed and executed. The company has appointed Internal Auditors for the same who will be guiding the company to comply with the same.
3. The Companys internal control system is not commensurate to the size and scale of operation over purchase and sale of shares and inventory and for expenses incurred. The company has appointed Internal Auditors for the same who will be guiding the company to comply with the same.
The Secretarial Auditors Report to the members of the Company for the financial year ended 31st March, 2019 does contains qualifications, reservations or adverse remarks on which management have given their explanations which are as follows :
1. The Company has not been registered under Maharashtra State Tax on professions, trades, callings and Employments Act, 1975. However professional tax has been deducted from the salaries of staffs and employees and no amount deposited till reporting date. The Company is in search of an appropriate professional to whom company shall outsource this work to comply with the same.
2. As per provisions of section 45-IA of RBI Act 1934, a company is classified under various categories of Finance company if the companys financial assets are more than 50% of the total assets of the company and Gross Income from Financial activities constitute more than 50% of the gross income. Accordingly, the company is required to get registered with provision of RBI as A NBFC company i.e. .Finance Company i.e. company is required to obtain registration from RBI under section 45-IA of RBI Act, 1934. Here, the management of the company would like to clarify that the company is aware of the same and the company isfindingout various ways and means to increase revenue from operations and other operating income in order to increase its income.
3. The Whole Company Secretary of the company has not signed/certified the Annual Return (MGT-7) of the company for F.Y. 2017-18 as per Section 92 of Companies Act, 2013. The Company will make sure that the company secretary of the company will sign/certify the annual return of the company from the current financial year.
4. The Company has not disseminated to the exchange the newspaper publications made by the Company during the year as required under regulation 47(1) and (3) of SEBI (LODR) Regulation, 2015. Here, the Management would like to clarify that the company has made publications in the newspapers as required under the provisions of Regulation 47 of SEBI (LODR) Regulations, 2015. Further, newspaper publications are not mandatorily required to be disseminated on the website of the Stock Exchange as per the provisions of Regulation 47 of
SEBI (LODR) Regulations, 2015. Hence, keeping in view the provisions of SEBI (LODR) Regulations, 2015, the company has not violated any of the provisions of the SEBI (LODR) Regulations, 2015, as mentioned by the Secretarial Auditors.
The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof. Further, the Company is not required to comply with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013.
PARTICULARS OF CONTRACT OR ARRANGEMENT RELATED PARTIES.
In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions as approved by the Board of Directors which is also available on the Companys website and the same is considered for the purpose of identification and monitoring Related Party transactions.
During the year under review, the Company has not enter into any contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013. Disclosures in Form AOC-2 pertaining to material contract and arrangement in terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules 2014, is included in this report as "ANNEXURE-B" and forms an integral part of this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rules 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Report and marked as Annexure F.
Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report. As per the provisions of section 136 of the Act, the report and financial statements are being sent to the members of your Company and others entitled thereto, excluding the statement on particulars of employees. Copies of said statement are available at the registered office of the Company during the designated working hours from 21 days before the Annual General Meeting till date of the Annual General Meeting. Any member interested in obtaining such details may also write to the corporate secretarial department at the registered office of the company.
Your Company has devised a Policy for determining qualifications, positive attributes of Directors, performance evaluation of Independent Directors, Board, Committees and other individual Directors which also include criteria for performance evaluation of the non-executive directors and executive directors. While appointing and re-appointing Independent Directors, the Board ensures that there is appropriate balance of skills, experience and knowledge to enable the Board to discharge its functions and duties effectively.
In accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI(LODR) Regulations, 2015, the evaluation process for the performance of the Board, its Committees and individual Directors was carried out internally. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.
FAMILIARIZATION OF INDEPENDENT DIRECTORS
The Company familiarizes its Directors including independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through on various programs.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.
RISK MANAGEMENT SYSTEM
In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board &Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.
REPORT ON CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of the growth of the company, operations, performance vis-a-vis industry growth and outlook of the Company and its business is given in the Management Discussion and Analysis appearing as Annexure E to this Report and it also covers economic factors that impacted the growth of the business during the year under review.
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. During the year the board of directors met 9 (Nine) times.
The intervening gap between the two board meetings did not exceed 120 days.
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 A.The web address where the extract of annual return is uploaded is www.fivexfinance.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation Of Energy
The details pertaining to Conservation of Energy has been annexed herewith and marked as Annexure D.
b. Technology Absorption
The details pertaining to Technology Absorption has been annexed herewith and marked as Annexure D.
c. Foreign Exchange Earnings And Outgo
During the financial year 2018-19, the company has not earned any Foreign Exchange in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows.
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on BSE Limited. The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2019-2020.
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 behavior 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.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2018-19, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUD
The Auditors have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts are not made and maintained by the Company.
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.During the financial year 2018-19, no cases in the nature of sexual harassment were reported at our workplace of the Company. Further, the company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as
Your Directors state no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.
3. Your Company has not resorted to any buy back of its Equity Shares during the year under review.
4. Your Company does not have subsidiaries. Hence neither the Managing Director nor any other Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.
The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operationscomprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.
The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the Company for their ongoing support. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.
|Mrs. Vijayshree Krishnat Desai|
|Chairman and Managing Director|
|DIN : 08198477.|
|Place : Mumbai ,|
|Date : 14/08/2019.|