Notice of the 7th Annual General Meeting
NOTICE OF THE 7TH ANNUAL GENERAL MEETING
Notice is hereby given that the 7th Annual General Meeting of the Members of XENTURION FINTECH PRIVATE LIMITED will be held at Nihara Resort & Spa, Near Aster Medicity, Kothad, Kadamakudy Islands, Kochi, Kerala , www.nihararesort.com on Saturday the 24thth August 2024 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:
1. To receive, consider and adopt the audited Balance Sheet as on 31st March 2024 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.
2. To declare Dividend of Re.1 per equity Share of Rs.10/- each for the financial year ended 31st March, 2024.
Notes:
1. Members are requested to notify immediately any change in their address to the Registered Office of the Company.
2. 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.
3. 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.
4. Venue location link https://maps.app.goo.gl/1fuJJid4e5hS8xSh7
DIRECTORS’ REPORT
To
The Members
XENTURION FINTECH PRIVATE LIMITED
Kochi
Your Directors have pleasure in presenting the 07thAnnual Report on the business and operation of the Company and the audited accounts for the financial year ended 31st March, 2024.
1. Financial Summary/ Performance of the Company:
The financial result for the financial year ended 31st March 2024 is as under: –
| Particulars | FY 2023-24 (Amount in Rs.) |
FY 2022-23 (Amount in Rs.) |
| Revenue from operations | 97,01,745.62 | 61,65,583.84 |
| Other income | 10,85,861.21 | 3,83,620.28 |
| Total Revenue | 1,07,87,606.83 | 65,49,204.12 |
| Total Expenses | 57,82,391.79 | 34,26,859.01 |
| Profit / (Loss) before tax | 50,05,215.04 | 31,22,345.11 |
| Current Tax | 12,39,696.00 | 8,13,277.00 |
| Deferred Tax | 441.96 | 233.86 |
| Profit / (Loss)after tax | 37,65,077.08 | 23,08,834.25 |
Reserves and Surplus:
Profit has been transferred to Reserves and Surplus Account.
Change in the nature of business
During the year under report, there was no change in the nature of the business of the Company.
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.
Dividend:
Company was able to achieve better 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 for the year ended March, 2024. 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 2023-24 the Board of Directors of the Company, met 4 times i.e., on 18/04/2023, 01/07/2023, 16/10/2023 & 13/01/2024
Directors :
Mr. Unniparambath Kalappurayil Sethumadhavan, Chairman and Managing Director resigned from the Board of Directors of the Company with effect from 16th October, 2023. There were 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 2023-24 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:
At the Sixth Annual General Meeting (AGM) held on August 12, 2023, the Members approved the reappointment of KPR & Co. Chartered Accountants (Firm Registration No. 005326S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the eleventh AGM to be held in the year 2028.
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:
Pursuant to Section 92(3) read with Section 134(3)(a) of 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:
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.
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 2023-24.
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).
Details of application made or any proceeding pending under the Insolvency And Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
Not applicable to the Company.
Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof.
The Company has not availed any loan from bank or financial institution.
Directors’ Responsibility Statement
Pursuant to clause (c) of Sub- section (3) of Section 134 of the Companies Act, 2013 the Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:
b) 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;
c) 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;
d) the directors had prepared the annual accounts on a going concern basis; and
e) 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 thank the Company’s employees, customers, vendors and investors for their continuous support. The Directors also thank the Government and concerned Government departments and agencies for their co-operation.
