Notice of the 6th Annual General Meeting of the members of Xenturion Fintech Private Limited
NOTICE OF THE 6 TH ANNUAL GENERAL MEETING
Notice is hereby given that the 6’th Annual General Meeting of the Members of XENTURION FINTECH PRIVATE LIMITED will be held at Saj Earth Resort & Convention Centre, Saj Junction, Near Cochin International Airport, Nedumbassery, Kochi –683 572, on Saturday the 12 th August 2023 at 11.00AM for the transaction of the following
businesses and through Video Conferencing/Other Audio-Visual Means in conformity with the regulatory provisions and the Circulars issued by the Ministry of Corporate Affairs, Government of India: –
ORDINARY BUSINESS:
- To receive, consider and adopt the audited Balance Sheet as on 31’st March 2023 and the Profit & Loss Account for the year ended on that date together with the notes forming parts of audited accounts and report of the Auditors of the Company and Director’s report to the shareholders.
- To declare Dividend of Re.1 per equity Share of Rs.10/- each for the financial year ended 31st March, 2023.
- Re-appointment of the Statutory Auditors: To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] M/s. K P R & Co.,Chartered Accountants, having Firm Registration No. 05326S be and are hereby reappointed as the Statutory Auditors of the Company for the
second consecutive term of five years, from the conclusion of this 6’th Annual General Meeting till the conclusion of the 11’th Annual General Meeting to be held in the year 2028, to examine and audit the accounts of the Company at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”
Notes:
- In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) has vide its General Circular No. 20/2020 dated May 5, 2020 in relation to clarification on holding of Annual General Meeting (‘AGM’) through video conferencing (‘VC’) or other audio visual means (‘OAVM’) read with General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September
28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 19/2021 dated December 8, 2021 and Circular No. 2/2022 dated May 5, 2022 in relation to ‘Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID-19’ and General Circular No.02/2021 dated January 13, 2021 (collectively
referred to as ‘MCA Circulars’) permitted the holding of the Annual General Meeting (‘AGM’/‘the Meeting’) through VC/ OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (‘Act’) and MCA Circulars, the 6 th AGM of the Company is being held through VC/OAVM on Saturday, August 12, 2023 at 11:00 a.m. IST. The deemed venue for the AGM will be at Saj Earth Resort & Convention Centre, Saj Junction, Near Cochin International Airport, Nedumbassery, Kochi – 683 572. - Members are requested to notify immediately any change in their address to the Registered Office of the Company.
- SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
- Relevancy of question and the order of speakers will be decided by the Chairman. Members are requested to forward in writing to the Company any question on the Accounts, so as to reach the Registered Office one week before the date of the Annual General Meeting.
- Venue location link: https://goo.gl/maps/E2VbZNMaSpuCkd3T6
DIRECTORS’ REPORT
To
The Members
XENTURION FINTECH PRIVATE LIMITED
Kochi
Your Directors have pleasure in presenting the 06th Annual Report on the business and operation of the Company and the audited accounts for the financial year ended 31st March, 2023.
Financial Summary/ Performance of the Company:
The financial result for the financial year ended 31st March 2023 is as under: –
| Particulars
|
2022-23
(Amount in Rs.) |
2021-22
(Amount in Rs.) |
| Revenue from operations | 61,65,583.84 | 1,04,14,158.85 |
| Other income | 3,83,620.28 | 3,62,631.21 |
| Total Revenue | 65,49,204.12 | 1,07,76,790.06 |
| Total Expenses | 34,26,859.01 | 47,29,706.00 |
| Profit / (Loss) before tax | 31,22,345.11 | 60,47,084.06 |
| Current Tax | 8,13,277.00 | 12,79,761.00 |
| Deferred Tax | 233.86 | -747.98 |
| Profit / (Loss) after tax | 23,08,834.25 | 47,68,071.04 |
Reserves and Surplus:
Profit has been transferred to Reserves and Surplus Account.
Change in the nature of business:
There is no change in the nature of the business of the Company.
Xenturion Fintech Private Limited
3P, National Pearl Star, Near Changampuzha Park Metro Station, Edappally,Kochi-682024, Email:xenturion@xenft.com,Tel:8301030698,CIN: U67200KL2017PTC048674
Events Subsequent to the date of Financial Statements:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
Your Directors have great pleasure to inform that Company has completed dematerialisation of its securities with NSDL and CDSL in accordance with provisions of the Depositories Act, 1996 and Regulations made thereunder.
Dividend:
Company was able to achieve profit during the year under report. In view of the strong operational and financial performance during the year under review, the Board of Directors is pleased to recommend a dividend of Re.1/- per share (10%) for the year ended March, 2023. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.
Meetings:
During the Financial Year 2022-23 the Board of Directors of the Company, met 4 times i.e., on 06/04/2022, 04/07/2022, 22/10/2022, 03/02/2023.
Directors:
Mr. PUTHENPADOM PETER JOSEPH additional Director was appointed as Director at the last Annual General Meeting. There was no other changes in the Board of Directors.
Risk Management Policy:
The Company will develop and implement a risk management policy which will identify major risks that may threaten the existence of the Company. It will be reviewed from time to time. Risk mitigation process and measures will be clearly spelled out in the said policy.
Subsidiary, Joint Venture and Associate Company:
The Company has no Joint Ventures/ Subsidiary/ Associate Company. Hence Company is exempted from making Consolidated Financial Statements of its Joint venture for the financial year 2022-23 vide Rule 6 of the Companies (Accounts) Rules, 2014.
Significant &Material orders passed by the Regulators:
During the year no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
Changes in Share Capital:
During the year there was no change in the Authorised and Paid-up Share Capital of the Company.
Statutory Auditors:
The term of M/s. KPR & Co. Chartered Accountants Kochi [FRN 005326S] the Statutory Auditors of the Company will expire at the ensuing 6th AGM. Board recommends to reappoint them for a further period of 5 years since they are eligible for re-appointment and have consented for the same.
Auditors’ Report:
The Auditors’ Report does not contain any qualification/adverse remarks. Notes to Accounts and Auditors’ remarks in their report are self-explanatory and do not call for any future comments
Particulars of Loans, Guarantees or Investments under Section 186:
Company has not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.
Deposit:
The Company has neither accepted nor renewed any deposits during the year under review.
Annual Return:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at Company’s Website at https://xenft.com
Particulars of Contracts or arrangements with Related Parties:
No agreement was entered with related parties by the Company during the current year for purchase or sale of goods. Form AOC- 2 is not attached.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2022-23.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
| (a) | Conservation of energy |
| (I) | the steps taken or impact on conservation of energy | Company’s operation does not consume significant amount of energy. |
| (ii) | the steps taken by the company for utilizing alternate sources of energy. | Not applicable, in view of comments in clause (i) |
| (iii) | the capital investment on energy conservation equipment’s | Not applicable, in view of comments in clause (i) |
| (b) | Technology absorption |
| (i) | the effort made towards technology absorption | Nil |
| (ii) | the benefits derived like product improvement cost reduction product development or import substitution | Nil |
| (iii) | in case of imported technology (important during the last three years reckoned from the beginning of the financial year) | Nil |
| (a) the details of technology imported | ||
| (b) the year of import; | ||
| (c) whether the technology been fully absorbed | ||
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof | ||
| (iv) | the expenditure incurred on Research and Development | Nil |
|
(c) |
Foreign exchange earnings and outgo: |
During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned was Rs. Nil
Transfer of amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Directors’ Responsibility Statement:
Pursuant to clause (c) of Sub- section (3) of Section 134 of the Companies Act, 2013 the Directors state that:
- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:
- The directors had 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 at the end of the financial year and of the profit of the company for that period;
- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
- the directors had prepared the annual accounts on a going concern basis; and
- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
Acknowledgements:
The directors place on records their sincere appreciation for the assistance and co-operation extended by all and look forward to continue fruitful association with all business partners of the Company.
