BOARD OF DIRECTOR'S REPORT To The Members, Your Directors have pleasure in presenting the 30th Annual Report along with the Audited Accounts for the financial year ended March 31, 2015. FINANCIAL HIGHLIGHTS The year under review has been very crucial and hard for the Company. As the Capital Market was not performed well throughout the year, which ultimately affected the Company's performance as well. As It is clear from the above figures that the total revenue generated from Finance Segment is almost 77% down as Compared to previous year. Main reason for performing capital market so poorly is the liquidity crunch and high inflation and interest rate. The poor performance of capital market and numb business environment resulted into Net loss of (3.17) Lacs against the Net loss of Rs. (1.27) Lacs in the previous year. During the year under review your company has diversified its business line into textile business and manages to generate more than 50% revenue out of total revenue from textile business. It was a strategic move on the part of the management to diversify in other business line mainly because Company cannot carry Finance business without holding Certificate from Bank (RBI). As the RBI is not considering the any fresh application of existing Companies for granting COR, it was suggestible for the Company to diversified its business line to bar the requirement of RBI to qualify as deemed NBFC. Though it was the first year for the Company in textile business, Company manages to generate more than 50% revenue out of its total revenue from sale of fabrics. The management of the Company is highly optimistic regarding generating revenue from textile segment in future and taking every steps and making every efforts to turn the Company in to profitable organization. DIVIDEND During the year your company has incurred loss. Hence, No dividend is been declared by the company. BOARD OF DIRECTORS During the year under consideration Mr. Tushar Ramchandra Rane resigned from the directorship of the company due to his pre-occupation w.e.f 23/03/2015.The Board is thankful for his contribution. In accordance with the provisions of the Companies Act, 2013, the board inducted both Mr. Jatinkumar Agarwal and Ms. Seema Sidhu as an Additional Director of the company in the category of Independent Director w.e.f 23/03/2015. The Company has received notice in pursuant to section 160 of the Companies Act, 2013, proposing appointment of Ms. Seema Sidhu and Mr. Jatinkumar Agarrwal as Independent Directors. During the year under review Ms. Prajna Naik, appointed as Company secretary on 12th February, 2015, had resigned from the post of Company Secretary W.e.f. 23rd March, 2015 due to her pre-occupations. On 13th August 2015 Ms. Shruti Shah appointed as a Company Secretary of the Company on her place. The Board placed on record appreciation for Ms. Prajna Naik for the contribution made by her during her employment as Company Secretary. The Company also appointed Mr. Ashok Lalji Vishwakarma as the Chief Financial Officer of the company pursuant to section 203 of the companies act, 2013 w.e.f 21/07/2014 All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. Profiles of the Directors, as required under Clause 49 of the Listing Agreement, are given in the Notice of the 30th AGM. DECLARATION GIVEN BY INDEPENDENT DIRECTORS The Independent Non-executive Directors of the Company, viz. Ms. Seema Sidhu & Zubin Pardiwala have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Axon Finance Limited. PUBLIC DEPOSIT Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013. AUDITORS > Statutory Auditors The Company Auditors, M/s. DMKH & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. DMKH & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. > Internal Auditor The Company did not appoint any Internal Auditor for the period under review. The Company proposes to get the Internal Audit done in the current year and shall make the necessary disclosures in the next Annual Report. > Secretarial Auditor M/s. P. D. Pandya & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure II to the Board's report. AUDITORS REPORT: Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013. 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 I (a) & (b) to this Report. EVALUATION OF BOARD OF DIRECTORS: Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that: 1. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed. 2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date. 3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Annual Accounts of the Company have been prepared on the ongoing concern basis. 5. That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively. 6. Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. COMMENTS ON AUDITORS' REPORT: There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. M/s. DMKH & Co., Statutory Auditors, in their Audit Report. However is drawn the attention of the management on certain matters mentioned in notes to accounts to the financial statement. In management clarifies on the same as follows. Your Company is regular in depositing the undisputed statutory dues as applicable; with the appropriate authorities However Company has received demand notice of Rs. 4,97,69,272/- from Sales Tax Department for A.Y. 2006-07. However the contingent liability for the same is not provided as the management feels that the demand raised is likely to be either deleted or substantially reduced as the company has filed appeal in response to the demand raised by the Assessing Officer and matter is pending before Sales Tax Department. M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows: As pointed out by our Secretarial Auditors in their report, it was a matter of fact that Income Tax Authority had conducted income tax search on M/s. Shree Nath Commercial & Finance Limited (Group Company) on 9th June, 2015 and 10th June, 2015. During their search they had confiscated Minutes Books and certain other documents for their reference due to which the company could not produce physical copy of the minute's books to the secretarial auditor for their verification. However, the soft copy of the minutes was produced before the auditor and the same was verified by them. The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company. The Company has appointed M/s. A.M. Gohel & Co. as the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013. Mr. Girraj Kishor Agarwal, Director of the Company, also the Managing Director of M/s. Banas Finance Limited, a group companies. As both the Companies are being operated from the same place, which will allows him to devote full time to both the companies by sitting at same place, with the view of the same Mr. Girraj Kishor Agrawal was also appointed as CFO of the Company. However the same contravenes the provision of section 203 of Companies Act, 2013 that one person cannot held position of KMP in more than one Company. To ensure the Compliance with said section Company has suggested to Mr. Girraj Kishor Agarwal to take resignation from the post of CFO of the Company and confirmed with Mr. Girraj Kishor Agarwal. REPORTS 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 Clause 49 of the Listing Agreement 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. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES 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 III. 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 IV. 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 V. BOARD MEETINGS: The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2014-2015 11 times board meetings were held on 30/04/2014, 29/05/2014, 21/07/2014,14/08/2014, 27/08/2014, 22/09/2014, 12/11/2014, 07/02/2015, 12/02/2015, 16/03/2015, 23/03/2015, the gap between two meetings did not exceed 120 days. BOARD COMMITTEES: 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. POSTAL BALLOT: No postal ballot was held during the year 2014-2015. 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. 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 EXCHANGE: There is no inflow and outflow of Foreign Exchange. 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 2015-2016. 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 2014-15, 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. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company. GREEN INITIATIVE IN CORPORATE GOVERNANCE: The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report. CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION: The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company's operations in future. ACKNOWLEDGEMENT: The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year. For and On behalf of the Board Sd/- Girraj Kishor Agrawal (Managing Director) Sd/- Zubin Pardiwala (Director) Date: 13 /08/2015 Place: Mumbai |