| Dear Members,
The Directors present their 5th Annual Report with Audited Report with
audited statement of Accounts for the year ended on 31st March, 2014
Financial Results:
Summary of the Company's financial performance for F.Y. 2013-2014 as
compared to the previous financial year is given below:
(Amt in Lacs)
Particulars Year Ended Year Ended
31/03/2014 31/03/2013
Income 578.61 1399.19
Profit before Dep. & Int. (15.55) 7.88
Depreciation 0.70 0.70
Interest 0.14 0.02
Profit after Depreciation & Interest (16.39) 7.17
Provision for Taxation - 1.64
Provision for Tax (deferred) (31.33) 0.60
Profit after Tax (47.73) 4.94
Net profit/ (Loss) (47.73) 4.94
Amount Available for Appropriation 4.94
Balance carried to Balance Sheet (47.73) 4.94
Financial Highlights
During the year Company's total sales including other income is Rs
578.61 Lacs as compared to Rs. 1399.19 Lacs in the previous year and
thereby registering a decrease of 58.65% as compared to the previous
year. The Net Loss after tax was Rs. (47.73) Lacs against the profit of
Rs. 4.94 Lacs in the previous year, registering a decrease of 1066.19%
as compared to the previous year.
Considering the expectations of country's gradual improvement in
effective demand and GDP growth rate coupled with upward movements in
capital market, your Directors expect better performance of the Company
in the coming years.
Dividend
Your Directors are not declaring any dividend during the year under
consideration.
Board of Directors
During the year under review, your Board inducted Mrs. Madhu Rajkumar
Goel as an Additional Director of the Company in the category of
Independent Director. In terms of Section 161 of the Companies Act 2013
(corresponding Section 260 of the Companies Act 1956) Mrs. Madhu
Rajkumar Goel will hold office up to the date of the ensuing Annual
General meeting. The Company has received notice in writing along with
deposit pursuant to Section 160 of Companies Act, 2013, proposing
appointment of Mrs. Madhu Rajkumar Goel as an Independent Director.
Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as
Independent Director not liable to retire by rotation for a period of 5
consecutive years up to 6th March, 2019.
As per the provisions of the Companies Act, 2013 Mrs. Tanu Agarwal,
Director of the Company, retires by rotation and being eligible, offers
herself for re-appointment at the ensuing Annual General Meeting. Board
has recommended his re- appointment. In compliance of Section 203 (1)
of the Companies Act, 2013 Mrs. Tanu Giriraj Kishor Agarwal, Promoter &
Director of the Company elevated to the position of Chief Financial
Officer of the Company (CFO) under KMP category w.e.f 21.07.2014.
During the year under review Mr. Girraj Kishor Agarwal and Mr. Praveen
Vidyashankar Vasishth has resigned from the Board with effect from
24/01/2014 and 07/03/2014, respectively due to their pre- occupation.
Board appreciates the valuable contribution to the Company during the
tenor of their directorship.
Declaration of Independence by Directors
The Independent Non-executive Directors of the Company, viz. Mr. Tushar
Ramchandra Rane, Mr. Zubin Pardiwala and Mrs. Madhu Rajkumar Goel 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 Five X Finance &
Investment Limited.
Auditors'
M/s. Pravin Chandak & Associates, Chartered Accountants having
Registration No. 116627W, have been the Auditors of the Company since
28th August, 2012 and have completed a term of two years. As per the
provisions of section 139 of the Act, no listed Company can appoint or
re-appoint an audit firm as auditor for more than two terms of five
consecutive years. In view of the above, M/s. Pravin Chandak &
Associates, being eligible for re-appointment and based on the
recommendation of the Audit Committee, the Board of Directors has, at
its meeting held on 28th August, 2014, proposed the appointment of M/s.
Pravin Chandak & Associates, as the Statutory Auditors of the Company
for a consecutive period of five years to hold office from the
conclusion of this AGM till the conclusion of the 10th AGM of the
Company to be held in the year 2019 (subject to ratification of their
appointment at every AGM).
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
Deposits
Your Company has not accepted any Deposits and as such no amount on
account of principal or interest on Public Deposits within the meaning
of Section 73 of The Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 1975, was outstanding as on the date of
the Balance Sheet.
Application to RBI
With reference to remarks made by the Auditor in its report we would
like to inform to the members that since your Company is engaged in the
business of Share Trading, Investment and granting of Loan & Advances,
which was classified as a NBFC Activities by RBI and such Companies
need to get registered with RBI and to hold valid COR to carry on such
activities. With the view to comply with the provision of RBI Act,
1934, your Company has made an application to RBI to obtain Certificate
of Registration in the month of March, 2014. Now the application is
under consideration with RBI.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 (3) (c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
* In the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed.
* 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, 2014 and of the profit of the Company for the year ended on
that date.
* 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.
* The Annual Accounts of the Company have been prepared on the ongoing
concern basis.
Shifting of Registered Office
During the year Company has shifted its registered office within the
local limit of same city from E/109, Crystal Plaza, New Link Road, Opp.
Infinity Mall, Andheri (West), Mumbai - 400053 to 305, Krishna - A,
Vishal Nagar, Marve Road, Malad (West), Mumbai - 400064, to enable the
company's staff to work more efficiently and comfortably by providing
them with sufficient working place and condition.
Postal Ballot
During the year company has not carried out Postal Ballot u/s 192A of
the Companies Act, 1956.
Delisting of Shares
During the year your Company had called Extra- Ordinary General meeting
of the Company on 16th December, 2014 and consequently on 23rd
December, 2014 due to lake of quorum for seeking approval of members
for delisting of its Equity Shares of the Company from Pune Stock
Exchange & Ahmadabad Stock Exchange. The Members present had approved
the resolution unanimously through poll.
Listing of Shares
Your Director Feel happy to inform you that your company got listing on
Bombay Stock Exchange during the year. the Equity shares of your
Company are listed on Bombay Stock Exchange only and the Company has
paid the necessary Listing fees for the year 2014 - 2015.
Directors Response to Remarks in Auditor's Report
"The Company did not have an internal audit system during the year" In
the opinion of the Management, there are adequate internal control
system and procedures commensurate with the size of the Company and
nature of its business. The Company is in the process of appointing
Internal Auditors.
Statutory Disclosures
As required under the provisions of section 217(2A) of the Companies
Act, 1956, read with the companies (Particulars of Employees) Rules,
1975, as amended, particulars of employees are set out in the annexure
to the Directors' Report. As per the provisions of Section
219(1)(b)(iv) of the said Act, this report is being sent to all the
members excluding the particulars of the employees.
Directors' Responsibility Statement as required by section 217(2AA) of
the Companies Act, 1956 appears in preceding paragraph.
Certificate from auditors of the Company regarding compliance of
conditions of corporate governance is annexed to this report.
A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance
Sheet.
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.
Particulars of Employee
The information required under section 217(2A) of the Companies Act
1956, read with the Companies (particulars of employees) Rules 1975,
forms part of this report - Not applicable.
Corporate Governance Compliance
As required under the listing agreement with the stock exchange,
corporate governance and management discussion and analysis report form
part of this Annual 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.
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.
Companies Act, 2013
The Companies Act, 2013 was notified in the Official gazette of the
Government of India on August, 29, 2013. On September 12, 2013 Ministry
of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014
the MCA notified another 198 sections which were deemed to come into
force on 1st April, 2014.
The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that
the financial statements and the documents required to be attached,
thereto, the auditors' and directors' report in respect of the
financial year under reference shall continue to be governed by the
relevant provisions of the Companies Act, 1956, schedules and rules
made there under.
The Company has accordingly prepared the balance sheet, profit & Loss
a/c, the schedules and notes thereto and the Director's report in
accordance with the relevant provisions of the Companies Act, 1956,
schedules and rules made there under.
The Company has to take cognizance of the new legislation and shall
comply with the provisions of the Companies Act, 2013 as applicable
Acknowledgment
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/- Sd/-
Place: Mumbai Saloni Agrawal Tanu Agarwal
Date: 28/08/2014 (Managing Director) (Director) |