TO THE MEMBERS OF
ELIXIR CAPITAL LIMITED
The Directors take pleasure in presenting the Twenty Ninth Annual Report together with
the Audited Annual Financial Statements for the financial year ended 31st
March, 2023. The Management Discussion and Analysis has also been incorporated into this
Report.
1. FINANCIAL RESULTS:
Key highlights of Consolidated Financial Results for Elixir Capital Ltd. for the
financial year 2022– 23 are tabulated below:
(Amount in Rs. in 000's)
| Particulars |
For the Year ended |
For the Year ended |
|
31st March, 2023 |
31st March, 2022 |
| Revenue from operations |
37,599.35 |
2,31,659.95 |
| Other Income |
7,407.55 |
13,932.41 |
| Total Revenue |
45,006.90 |
2,45,592.36 |
| Less: Expenses |
|
|
| Depreciation and amortization expenses |
3,358.07 |
3,652.52 |
| Other Expenses |
68,291.43 |
71,891.11 |
| Total Expenses |
71,649.50 |
75,543.63 |
| Profit / (Loss) before extraordinary items |
(26,642.60) |
1,70,048.73 |
| Exceptional Items |
- |
- |
| Profit / (Loss) before extraordinary items |
(26,642.60) |
1,70,048.73 |
| Extraordinary Items |
- |
- |
| Profit / (Loss) before Tax |
(26,642.60) |
1,70,048.73 |
| Less: Tax |
|
|
| Current Tax |
(6,096.00) |
(40,186.00) |
| Deferred Tax |
15.35 |
5.12 |
| Adjustment of Tax for previous years |
(1,535.90) |
(25.33) |
| Total Taxes |
(7,616.55) |
(40,206.21) |
| Profit / (Loss) for the year |
(34,259.15) |
1,29,842.52 |
| Less : Share of Profit / (Loss) transferred to Minority Interest |
9,894.11 |
(33,879.19) |
| Profit / (Loss) after Minority Interest |
(24,365.04) |
95,963.33 |
There was no revision in the Financial Statements.
2. HIGHLIGHTS OF PERFORMANCE:
Your Company is a holding company of subsidiary companies engaged in stock broking,
portfolio management, depository services, trading, and investment in securities. The
consolidated revenue decreased to Rs. 450.07 Lakhs from Rs. 2455.92 Lakhs from the
previous year due to weak stock market conditions. There was a net loss of Rs. 342.59
Lakhs as against a profit of Rs. 1298.43 Lakhs due to lower trading profits and stock held
for trading.
3. TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount to reserves.
4. DIVIDEND:
Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share
of Rs. 10 each for the financial year ended 31st March, 2023 subject to the
approval of the Members at the 29th Annual General Meeting. The total outgo for the
current year amounts to Rs. 72.54 Lakhs. (In the previous year, it was Rs. 72.54 Lakhs).
5. BUSINESS OPERATIONS:
Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI
Registered Stock Broker, Portfolio
Manager and Depository Participant of the CDSL.
There was no change in the nature of business of your Company, during the year under
review.
6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:
No material changes and commitments which could affect your Company's financial
position have occurred between the end of the financial year of your Company i.e. 31st
March, 2023 and date of this Report i.e. 30th May, 2023.
7. SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2023 was Rs. 580.32
Lakhs. During the year under review, your Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity. There was no change in your
Company's Share Capital during the year under review. The Promoter and Promoter Group
holds 41,37,000 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:
During the year 2022– 23, unclaimed Dividend of Rs. 56,729 was transferred to the
Investor Education and Protection Fund established by the Central Government, in
compliance with Section 125 of the Companies Act, 2013 read with the Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount
represents Final
Dividend declared for the financial year 2014– 15 which remain unclaimed for a
period of 7 years from its due date of
payment.
9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND
PROTECTION FUND:
In line with the statutory requirements, your Company has transferred to the credit of
the Investor Education and Protection Fund set up by the Government of India, equity
shares in respect of which dividend had remained unpaid / unclaimed for a period of seven
(7) consecutive years within the time lines laid down by the Ministry of Corporate
Affairs. Unpaid / unclaimed dividend for seven (7) years or more has also been transferred
to the IEPF pursuant to the requirements under the Act.
10. DIRECTORS:
10.1 Retirement by Rotation:
Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of
Association of your Company, Mr. Dipan Mehta, (DIN: 00115154) Director of your Company,
retires by rotation at the forthcoming Annual General Meeting and being eligible, offers
him for re-appointment.
10.2 Declaration by Independent Directors:
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet with the criteria of independence as prescribed both,
under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16
(1)(b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said
Regulations that they are not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
Further, the Independent Directors have also submitted their declaration in compliance
with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, which mandated the inclusion of an Independent Director's name in the data
bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year
or five years or life time till they continue to hold the office of an independent
director.
None of the directors of your Company are disqualified under the provisions of Section
164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as
required under various provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the independent directors are persons of integrity and
possess relevant expertise and experience.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of
the names of all Independent Directors in the data bank maintained with the Indian
Institute of Corporate Affairs, Manesar (‘IICA'). Accordingly, the Independent
Directors of the Company have registered themselves with the IICA for the said purpose. In
terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are
exempted from undertaking online proficiency self-assessment test conducted by the IICA.
10.3 Annual Board Evaluation:
The annual performance evaluation of the Independent Directors and Board Committees
i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was
carried by the entire Board and the annual performance evaluation of the Chairman, Board
as a whole, Non – Independent Directors was carried out by the Independent Directors.
The annual performance evaluation was carried out in accordance with the criteria laid
down in the Nomination and Remuneration Policy of your Company and as mandated under the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended from time to time.
10.4 Key Managerial Personnel:
The following persons have been designated as Key Managerial Personnel of your Company
pursuant to Section 2(51) and
Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules,
2014 framed there under.
1. Ms. Radhika Mehta, Whole Time Director & CFO
2. Ms. Hetal Mody – Company Secretary and Compliance Officer
Changes in Key Managerial Personnel:
During the financial year, the Board has appointed Mr. Dipan Mehta as Non-Executive
Chairman of the Company w.e.f. 1st June, 2022.
None of the Directors have attained the age of 75 years.
10.5 Remuneration Policy:
The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The
same has been posted on the website of the Company i.e.
https://www.elixircapital.in/pdf/Remuneration-Policy.pdf.
10.6 Board Meetings:
During the financial year your Company has held 4 (Four) Board Meetings were held on
26th May, 2022; 18th July, 2022; 17th October, 2022 and 30th January, 2023. The
maximum interval between any two meetings did not exceed 120 days.
11. PARTICULARS OF EMPLOYEES:
During the year, there was no employee in receipt of remuneration in excess of limit
prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section
197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form
part of this Report.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 2.1 of the Notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company as at 31st March, 2023 and of the profit of your
Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;
d) that the Annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
13. INTERNAL CONTROL SYSTEMS:
13.1 Internal Audit and its Adequacy:
To maintain independence and objectivity in its functions, the internal audit function
reports directly to the Audit Committee of the Board.
The audit plan aims to evaluate the efficacy and adequacy of the internal control
system and compliance thereof, robustness of internal processes, policies and accounting
procedures, compliance with laws and regulations.
Based on the reports of internal audit function, process owners undertake corrective
action in their respective areas.
Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board.
13.2 Internal Controls over Financial Reporting:
Your Company maintains an adequate and effective Internal Control System commensurate
with its size and complexity. We believe that these internal control systems provide,
among other things, a reasonable assurance that transactions are executed with Management
authorization and that they are recorded in all material respects to permit preparation of
financial statements in conformity with established accounting principles and that the
assets of your Company are adequately safeguarded against significant misuse or loss.
14. SUBSIDIARY COMPANIES
As on 31st March, 2023, your Company has following three subsidiaries /
sub-subsidiary companies:
1. Elixir Equities Private Limited (Subsidiary Company)
2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)
3. Elixir Wealth Management Private Limited (Sub-Subsidiary Company)
14.1 Material Subsidiary:
Elixir Equities Private Limited is a material subsidiary of the Company since its
income and networth exceeds 10% of the consolidated income and net worth of the Company
for the financial year ended 31st March, 2022. However, the provisions of
material subsidiary as stipulated under SEBI (Listing Obligation Disclosure Requirements)
Regulations, 2015 are not applicable to your Company.
14.2 Non-Material Subsidiary:
The other two subsidiary companies, Dipan Mehta Commodities Private Limited and Elixir
Wealth Management Private Limited neither have net worth exceeding 10% of the consolidated
net worth of the Holding Company in the previous financial year nor have generated 10% of
the consolidated income of your Company during the previous financial year.
14.3 Statement containing the salient features of Financial Statement of your Company's
Subsidiaries:
The Statement containing the salient features of financial statement of Subsidiaries in
Form AOC-1 pursuant to Section
129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.
(Amount in Rs. in ‘000s)
| Sr. No. Particulars |
Elixir Equities Private Limited (Formerly Axis Equities Private
Limited) |
Dipan Mehta Commodities Private Limited |
Elixir Wealth Management Private Limited (Formerly Axis Wealth
Management Private Limited) |
| i) Reporting Period |
1st April 2022 to 31st March 2023 |
1st April 2022 to 31st March 2023 |
1st April 2022 to 31st March 2023 |
| ii) Reporting Currency |
INR |
INR |
INR |
| iii) Country |
India |
India |
India |
| iv) Exchange Rate |
N.A. |
N.A. |
N.A. |
| v) Share Capital |
17,550.00 |
3,000.00 |
100.20 |
| vi) Reserves and Surplus |
3,19,445.05 |
44,275.10 |
75,315.93 |
| vii) Total Assets |
4,76,898.33 |
48,470.70 |
1,34,642.41 |
| viii) Total Liabilities |
1,39,903.28 |
1,195.60 |
59,226.28 |
| ix) Investment other than Investment in subsidiary |
54,155.17 |
28,470.02 |
28,121.95 |
| x) Turnover |
19,934.86 |
589.21 |
20,287.44 |
| xi) Profit / (Loss) before taxation |
(46,116.58) |
(210.45) |
14,599.24 |
| xii) Provision for Taxation |
(955.10) |
- |
(4,912.84) |
| xiii) Profit / (Loss) after taxation |
(47,071.68) |
(668.99) |
9,686.40 |
| xiv) Proposed Dividend |
5.75 |
- |
- |
| xv) Percentage of Shareholding |
74% |
74% |
74% |
Note: Elixir Equities Private Limited hold 100% shareholding of Dipan Mehta
Commodities Private Limited (DMCPL) and Elixir Wealth
Management Private Limited (EWMPL). Accordingly, DMCPL and EWMPL are step down
subsidiaries of Elixir Capital Limited.
15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE
COMPANIES
There are no companies which have become or ceased to be its Subsidiaries, Joint
Venture, or Associate Companies during
the financial year 2022– 23.
16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:
The details of Loans and Investments made as covered under the provisions of Section
186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers)
Rules, 2014 are given in the Notes to the Standalone Audited Annual Financial Statements.
The Company has not made any guarantees or provided any security in connection with loan
made under Section 186 of the Companies Act, 2013.
17. RELATED PARTY TRANSACTIONS:
A Related Party Policy has been adopted by the Board of Directors at its meeting held
on 14th August, 2014 for determining the materiality of transactions with
related parties and dealings with them. The said policy may be referred to, at your
Company's official website at the web link
https://elixircapital.in/pdf/Related%20Party%20Transactions%20Policy.pdf.
All transactions with related parties are placed before the Audit Committee for
approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which
are foreseeable and repetitive. A statement giving details of all RPTs are placed before
the Audit Committee and the Board of Directors on a quarterly basis.
Further the members may note that your Company has not entered into any of the
following related party transactions:
– Contracts/arrangement/transactions which are not at arm's length basis or in the
ordinary course of business.
– Any Material contracts/arrangement/transactions [as per Regulation 23 of the
SEBI (LODR) Regulations, 2015]
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The criteria prescribed for the applicability of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 is not applicable to your Company.
19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is as under:
A. Conservation of Energy, Technology absorption, adaptation and innovation
Your Company is not engaged in any manufacturing activity. Your Company is in service
industry.
Hence, your Company has not taken any energy conservation measures. There are no
additional investments and proposals, for reduction of consumption of energy. Your Company
has not deployed any Research and Development facility or absorbed any technology. Hence,
no disclosures are required to be given.
B. Foreign Exchange Earning & Outgo
Foreign Exchange Earnings/Outgo (Rs. In Millions)
Foreign Exchange Earned Nil
Foreign Exchange Outgo Nil
20. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The subsidiaries of your Company are engaged in various financial services businesses
such as stock and commodity broking, portfolio management and demat services. In addition
to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp
diminution in the value of the subsidiary companies is the key business risk for your
Company. In the opinion of the Board, there are no risks which shall threaten the
existence of the Company.
Your Company has not formed Risk Management Committee since the provisions of
Regulation 21 of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Whistle Blower Policy is the vigil mechanism instituted by your Company to report
concerns about unethical behavior in compliance with the requirements of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board's Audit Committee oversees the
functioning of this policy. Protected disclosures can be made by a whistle blower through
several channels to report actual or suspected frauds and violation of your Company's Code
of Conduct and/or Whistle Blower Policy. Details of the Whistle Blower Policy have been
disclosed on your Company's website at
https://www.elixircapital.in/pdf/Whistle%20Blower%20Policy.pdf.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of your Company and its future operations.
23. AUDITORS
23.1 Statutory Auditors:
M/s. JMT & Associates, Chartered Accountants will complete their term as Statutory
Auditors of the Company at the conclusion of 29th Annual General Meeting (AGM)
of the Company. Pursuant to Section 139 of the Companies Act, 2013, they shall retire at
the conclusion of 29th AGM of the Company.
In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies
(Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint
or reappoint an audit firm as statutory auditors for not more than two (2) terms of five
(5) consecutive years. M/s. JMT & Associates are the statutory auditors of the Company
since 23rd AGM held on 26th August, 2017 and have completed a period
of 6 years since their appointment.
The Board of Directors of the Company have re-appointed M/s. JMT & Associates,
Chartered Accountants (Firm Registration No. 104167W) as the Statutory Auditors of the
Company for a term of 1 year to hold the office from the conclusion of 29th AGM
till the conclusion of 30thAGM based on the recommendation of the Audit
Committee and subject to approval of the members of the Company. A necessary resolution
has been proposed for approval of the members at item no. 4 of the notice of AGM.
M/s. JMT & Associates., Chartered Accountants have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for
re-appointment as statutory auditors of your Company. Further, as required under
Regulation 33 of SEBI (LODR) Regulations, 2015, M/s. JMT & Associates., Chartered
Accountants have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India. In accordance with
regulation 36 (5) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the disclosures in respect of appointment / re-appointment of statutory
auditors have been made at Explanatory Statement to item no. 4 of the notice of AGM.
23.2 Statutory Auditors' Observations:
The Report given by the Auditors on the financial statements of your Company is part of
the Annual Report. There are no qualifications, reservation or adverse remark made by the
statutory auditors in their Audit Report.
23.3 Secretarial Audit:
In terms of the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as Secretarial
Auditors for conducting Secretarial Audit of your Company for the financial year ended 31st
March, 2023.
The report of the Secretarial Auditor is attached as "Annexure B". The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
24. REPORTING OF FRAUDS BY AUDITORS:
During the financial year under review, neither the statutory auditors nor the
secretarial auditors have reported to the Audit Committee of the Board, under Section
143(12) of the Act, any instances of fraud committed against your Company by its officers
or employees, the details of which would need to be mentioned in this Report.
25. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, your Company has appointed Mr. Rajendra P. Bhende, Chartered
Accountant as Internal Auditors of your Company for the financial year 2022– 23.
26. COST RECORDS:
The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records
and Audit) Rules, 2014 (hereinafter referred to as ‘Rules') in respect of maintenance
and audit of cost records are not applicable to your Company.
27. COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors affirms that your Company has complied with the applicable
Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1
and SS2), respectively relating to Meetings of the Board, its Committees and General
Meeting, which have mandatory application during the year under review.
28. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in Form MGT – 9 of your Company for the financial year ended 31st March, 2023
is annexed herewith as "Annexure C" and copy of the annual return for
financial year ended 31st March, 2023 can be accessed on our website at
www.elixircapital.in
29. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company for the financial year 2022–
23 are prepared in compliance with the applicable provisions of the Companies Act, 2013,
including Indian Accounting Standards (IND-AS 110) specified under Section 133 of the
Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with
the Auditors' Report thereon forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient
features of the Financial Statements of each of the subsidiaries in the prescribed Form
AOC – 1 are provided at Point 14.3 of the Boards Report which forms part of the
Annual Report.
The Financial Statements of the subsidiaries are available for inspection by the
Members at the Registered Office of your Company pursuant to the provisions of Section 136
of the Companies Act, 2013. Your Company shall provide free of cost, a copy of the
Financial Statements of its subsidiary companies to the Members upon their request. The
financial statements are also available on the website of your Company at
www.elixircapital.in under the ‘Financials' section.
30. GREEN INITIATIVES:
In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no.
17 / 2020 dated 13th April, 2020, circular no. 20 / 2020 dated 5th
May, 2020 and circular No. 10/2022 dated 28th December, 2022 and SEBI vide its circular
no. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4dated 5th January, 2023 has dispensed with the
requirement of sending hard copy of full annual report to the shareholders.
Electronic copies of the annual report for the financial year 2022 – 23 and notice
of the 29th Annual General Meeting (AGM) are sent to all members whose email addresses are
registered with your Company / Depository Participant(s). Members who have not registered
their email address can do so by following the steps as mentioned in the notes of notice
of 29th Annual General Meeting. Alternatively, they are requested to download
the copy of the Annual Report from the website of the Company i.e. www.elixircapital.in or
from the website of BSE Limited i.e. www.bseindia.com or write to the Company at
cosec@elixirequities.com.
Your Company provides e-voting facility to all its members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to the
Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015.
31. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Schedule V (B) of SEBI (LODR) Regulations, 2015, report on
"Management Discussion and Analysis" is attached and form part of this Annual
Report.
32. CORPORATE GOVERNANCE:
As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of
Corporate Governance are non-mandatory to the following class of Companies:
a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crores and Net
worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;
Provided that where the provisions of Regulation 27 becomes applicable to a company at
a later date, such company shall comply with the requirements of Regulation 27 within six
months from the date on which the provisions became applicable to your company.
b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP
Platforms.
As on 31st March, 2023, the paid-up share capital of your Company is Rs.
5.80 crores and reserves and surplus is Rs. 12.45 crores. Accordingly, the paid-up capital
and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. Your
Company has decided not to opt for compliance of Regulation 27 for the time being.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND
REDRESSAL) ACT, 2013:
Your Company believes in providing a safe, supportive and friendly workplace
environment – a workplace where our values come to life through the supporting
behaviors. Positive workplace environment and a great employee experience are integral
part of our culture. Your Company believes in providing and ensuring a workplace free from
discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and in
the event of any occurrence of an incident constituting sexual harassment; your Company
provides the mechanism to seek recourse and redressal to the concerned individual
subjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place
to provide clarity around the process to raise such a grievance and how the grievance will
be investigated and resolved. An Internal Complaints Committee has been constituted in
line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
No complaint was raised and pending as on 1st April, 2022 and no complaint
has been raised during the financial year ended 31st March, 2023.
34. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has
issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that
none of the Directors on the Board of your Company have been debarred or disqualified from
being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate
Affairs or any such statutory Authority. The certificate is attached and form part of this
Report.
35. DEPOSITS:
Your Company has not accepted deposit from the public and shareholders falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.
Your Company was not required to file Form DPT – 3 being Return of Deposits for
the financial year ended 31st March, 2023.
36. INSOLVENCY AND BANKRUPTCY CODE:
No application has ever been filed against the Company under the Insolvency and
Bankruptcy Code, 2016.
37. ONE TIME SETTLEMENT WITH BANKS:
The Company has not borrowed any monies from banks or financial institutions.
Accordingly, there is no question of any one-time settlement with the banks or financial
institutions.
38. LISTING WITH STOCK EXCHANGES:
Your Company is listed with one Stock Exchange i.e. BSE Limited and your Company has
duly paid the listing fees to the Exchange.
39. ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of your Company viz. members, banks
and other business partners for the excellent support received from them during the year.
The Directors place on record their sincere appreciation to all employees of your Company
for their unstinted commitment and continued contribution to your Company.
40. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysis
describing your Company's 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.
|
For and on behalf of the Board of Directors of Elixir Capital Limited |
|
|
Dipan Mehta |
Radhika Mehta |
|
Chairman |
Whole Time Director & CFO |
|
DIN:00115154 |
DIN: 00112269 |
| Place: Mumbai |
|
|
| Date: 30th May, 2023 |
|
|
