pyxis finvest ltd Directors report

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to this Report, and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

SHARE CAPITAL

During the period under review, there has been no change in the authorized as well as paid up share capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Companys business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2022-23.

TRANSFER TO RESERVES

Your Company has not transferred any amount to Statutory Reserve.

DIVIDEND

Considering the impending growth and expansion plans of the Company and the need to conserve the resources and redeploy the same, the Board decided not to recommend any dividend for Financial Year 2022-23.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change and commitment, affecting the financial performance of the Company, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

LISTING FEES

The Companys Equity shares are listed on BSE Limited and the Company has paid listing fees upto the financial year 2022-23.

PARTICULARS OF DEPOSITS

Your Company being a ‘Non-Deposit taking Non-Banking Financial Company has not accepted deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Accordingly, the disclosure requirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

MEETINGS OF THE BOARD & COMMITTEES

Details of meetings of the Board and Committees held during the year are set out in following table.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required the Board as a whole and its individual members with the objective of having a Board with a diverse background and rich experience in business. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The policy regarding the same is provided in Annexure 1 to this Report.

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for the Directors, KMPs and other employees pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations 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 Independent Directors with their roles, rights and responsibilities in the Company etc., through interactions and various programmes. The Independent Directors are also required to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company in terms of Schedule IV of the Companies Act, 2013. The details on the Companys Familiarisation Programme for Independent Directors are available at www.pyxisfinvest.com

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees including Independent Director was carried out. In a separate meeting of Independent Directors, evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Managing Director was done after taking into account views of Executive and Non-Executive Directors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re enactment(s) for the time being in force).

INDEPENDENT DIRECTORS MEETING

A meeting of Independent Directors was held on March 09, 2023, as per schedule IV of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION

During the year under review 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 and being eligible, seek re-appointment. The Board has recommended his re-appointment. Information pursuant to Regulation 36(3) of the Listing Regulations with respect to the Directors seeking Appointment/Re-appointment is appended to the Notice convening the ensuing Annual General Meeting. The Board recommends their Appointment/ Reappointment.

RESIGNATION

There was no resignation of any director during the year.

KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel during the year under review. However, after the closure of financial year, Ms. Neha Malot resigned from the post of Company Secretary vide resignation letter dated 1^st August, 2023 and Mr. Karan Bhavesh Shah was appointed as Company Secretary with effect from 2^nd August, 2023.

Mr. Shailendra Apte is the Chief Financial Officer of the Company

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re enactment(s) for the time being in force), the Directors of the Company confirm that: i. In the preparation of the annual accounts for the financial year ended March 31, 2023, 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;

ii. The Directors 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 your Company as at March 31, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The annual accounts have been prepared on a Going Concern basis;

v. Proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

vi. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The Committee met 2 (two) times during the period under review. As on March 31, 2023, the composition of the Audit Committee was as follows:

The recommendations of Audit Committee given from time to time were considered and accepted by the Board.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year under review were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 form part of the Report set out in Annexure- 3.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observations have been received from the Internal Auditors of the Company 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 Companies Act, 2013, full particulars of loans given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Details of Conservation of Energy, Technology Absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of Energy

b. Technology Absorption

c. Foreign Exchange Earnings and Outgo

During the period under review, the Company has not earned any foreign exchange income and also has not incurred any foreign exchange outgo.

RISK MANAGEMENT POLICY

An effective risk management policy lies at the core of the business philosophy of the Company, which is centred on delivering high and better returns to all stakeholders. With ups and downs, volatility and fluctuations in the financial business in which the Company operates, the Company is exposed to various risks and uncertainties in the normal course of our business. Since such variations can cause deviations in the results from operations and affect our financial state, the focus on risk management continues to be high. The Company has its Risk Management Policy in place which is also displayed on the website of the Company. In the opinion of the Board, during the financial year 2022-23, the Board has not 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 of Corporate Social Responsibility Committee and related matters are not applicable to the Company.

AUDITORS

The members of the Company at the 16th Annual General Meeting of the Company held on September 30, 2021, had appointed M/s. P.D. Saraf & Co. (FRN: 109241W), Chartered Accountants as a Statutory Auditors of the company for Four financial year commencing from FY 2021 to 2025.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Jain & Vishwakarma, (formerly known as Priyanka J & Associates) Company Secretaries, as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is set out in Annexure-4 to this Report. The Secretarial Audit Report does not contain any qualification.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions. Since the equity shares of your Company are listed exclusively on the SME Platform of BSE Limited, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business 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 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23: NA as the Company doesnt have any employee

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Nil

c) The percentage increase in the median remuneration of employees in the financial year 2022-23: Nil

c) Number of permanent employees on the rolls of the Company as on March 31, 2023: Nil d) Average percentile increase made in the salaries of employees other than Key Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL

e) It is hereby affirmed that the company has Remuneration policy in place, However there is no employee in the Company and no remuneration is paid to any of its Managerial Personnel.

f) There is no Director covered under the provisions of section 197(14) of the Companies Act, 2013. There was no employee in the Company who drew remuneration mentioned in Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on www.pyxisfinvest.com

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirm that the Secretarial Standards issued by the Institute of Company Secretaries 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 such mechanism. The Whistle Blower Policy has been posted on the website of the Company at www.pyxisfinvest.com

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder.

WEB LINK

All the Policies including the following formed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Companys website and are available at 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 remunerations

GENERAL i. During the financial year 2022-23, the Company has not issued equity shares with differential 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 2022-23, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2022-23, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company 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 2022-23, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable;

v. During the financial year 2022-23, there has been no change in the nature of business 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;

vii. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

viii. The Company has no shares lying in demat suspense account or unclaimed suspense account.

ix. There is no instance of Valuation report required for any transaction during the year under review.

Your Directors further state that during the year under review, there were no women employee in the Company hence Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not Applicable to the Company. s

MAINTENANCE OF COST RECORDS U/S 148 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records.

HUMAN RESOURCE AND EMPLOYEE RELATIONSHIP

Since there is no employee in the Company hence this clause is not Applicable.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions, changes in government regulations, tax laws, economic developments within the country and such other factors that may affect the markets/industry in which the Company operates.

ACKNOWLEDGEMENT

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.