To the Members of the Company
Your Directors have pleasure in presenting the 15th Annual Report on theBusiness and Operations of your company with audited accounts for the financial year endedon 31st March 2018. The financial results of the company are summarized below:
|PARTICULARS ||FINANCIAL YEAR ENDED 31st MARCH 2018 ||FINANCIAL YEAR ENDED 31st MARCH 2017 |
|Total Revenue ||138953387.00 ||136594077.00 |
|Profit/(Loss) before Taxation ||918461.00 ||2254201.00 |
|Provision for Taxation || || |
|Current Tax ||267500.00 ||696548.00 |
|Deferred Tax ||-35370.00 ||-64506.00 |
|Tax of earlier year ||- ||- |
|Profit/(Loss) After Tax ||686331.00 ||1622159.00 |
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY
The total revenue of the company for the financial year 2017-18 is Rs. 138953387/- ascompared to Rs. 136594077/- for the previous financial year ended 31st March2017. Profit before Tax is Rs. 918461/- in the current financial year as compared to Rs.2254201/- for the previous financial year ended 31st March 2017. Profit after Tax forthe current financial year is Rs. 686331/-.
Max Alert Systems Ltd has business of Stone Crushing & Mining and presently isconcentrating in this line of business and plans to expand. It was earlier into providingTurnkey project solutions in the field of Telecommunications which it has stopped due toslow down in telecom sector.
Currently Max Alert Systems Ltd owns and operates 200TPH crusher in Deoghar JharkhandState. Further Max Alert plans to expand the business in mining sector and would install27 crushers in phases which would be operational across India in the coming years inMaharashtra Jharkhand Madhya Pradesh Chhattisgarh Tamil Nadu & Kerala. Of these17 crushers are planned in the state of Jharkhand itself.
The directors do not recommend any dividend for the financial year under review.
The Company has not accepted any deposits under the applicable provisions of theCompanies Act 2013 and rules framed thereunder.
Your directors propose to carry Rs. 686331/- being the profit for the current year tothe Balance Sheet during the financial year ended 31st March 2018.
There was no change in the Authorized and Paid-up Share Capital of the company duringthe year.
The Authorized Share Capital of the company is Rs. 100000000/- (Rupees Ten Croreonly) divided into 10000000 (One Crore) Equity Shares of Rs. 10/- each.
The Paid-up Share Capital of the company is Rs. 91995000/- (Rupees Nine CroreNineteen Lac Ninety Five Thousand only) divided into 9199500 (Ninety One Lac Ninety NineThousand Five Hundred) Equity Shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE REPORT
Your company is not attaching a separate Corporate Governance Report as it is exemptedunder the Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.
The Company's shares are listed on BSE (SME Exchange) Limited. The Company has paidlisting fees for the Financial Year 2018-19 to BSE Limited. However the company has beensuspended from trading w.e.f 27th February 2017 on account of non-compliancewith Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Your company has applied to BSE Ltd. (Stock Exchange) for the revocation ofsuspension and has already paid penalty as imposed by BSE Ltd. The "Revocation ofSuspension" is under process.
CHANGE IN REGISTERED OFFICE
During the year registered office of the company was shifted from 17 Shilpin Centre40 G.D. Ambekar Marg Wadala Mumbai-400031 to Service Industrial Unit No. 108 B WingFirst Floor Classique Centre Opp. Mahal Industrial Estate Off. Mahakali Caves RoadAndheri (East) Mumbai-400093.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. CHANGES IN DIRECTORS
1. Ms. Pushpa Prakash was appointed as an Additional Director of the company witheffect from 12th February 2018.
2. Mr. Lenin Chandran ceased to be a Director of the company with effect from 06thSeptember 2017.
3. Ms. Jyoti Gangurde ceased to be a Director of the company with effect from 12thFebruary 2018.
2. DECLARATION BY INDEPENDENT DIRECTORS
Ms. Pushpa Prakash Mr. Valiyakath Adimakungu Noushad and Mr. Bhalchandra ShrikrishnaSadhale have given a declaration that they meet the criteria of independence as laid downunder section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Directors during the year.
3. CHANGES IN KEY MANAGERIAL PERSONNEL
Mr. Lenin Chandran ceased to be the Managing Director of the company with effect from06th September 2017 on account of his name being enlisted in the list ofdisqualified directors issued by the Ministry of Corporate Affairs in September 2017.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the company have met 10 (Ten) times during the year on 20thApril 2017 15th May 2017 30th May 2017 (Adjourned on 6th June 2017) 9thJune 2017 24th August 2017 31st August 2017 4thSeptember 2017 14th December 2017 12th February 2018 and 31stMarch 2018 in respect of which notices were given and proceedings were duly recordedsigned and maintained in the Minutes Book kept by the company for the purpose. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
Board Meetings Attendance & committee Memberships
The name and categories of the Directors on the Board and their attendance at BoardMeetings during the year as at 31st March 2018 are given below:
|Name of Director ||Category of Directorship ||Attendance at Board Meetings |
|Mr. Santhosh Balachandran ||Executive & Non-Promoter ||10 |
|*Mr. Lenin Chandran ||Executive & Promoter ||7 |
|Mr. Bhalchandra Shrikrishna Sadhale ||Non-Executive & Independent ||10 |
|Mr. Valiyakath Adimakungu Noushad ||Non-Executive & Independent ||10 |
|*Ms. Jyoti Devendra Gangurde ||Non-Executive & Independent ||8 |
|#Ms. Pushpa Prakash ||Non-Executive & Independent ||- |
#Ms. Pushpa Prakash was appointed as an Additional Director of the company with effectfrom 12th February 2018. *Mr. Lenin Chandran ceased to be a Director of thecompany with effect from 06th September 2017. *Ms. Jyoti Gangurde ceased to bea Director of the company with effect from 12th February 2018.
COMMITTEES OF THE BOARD
A. Composition and Attendance
The Audit Committee comprises of Two Non-Executive and one Executive director namelyMr. Bhalchandra Shrikrishna Sadhale (Chairman) Mr. Valiyakath Adimakungu Noushad and Mr.Santhosh K Balachandran respectively as on 31st March 2018.
The Committee has met four (4) times and the gap between two meetings did not exceedfour months. The dates on which the said meetings were held are as follows:
30th May 2017 (Adjourned on 6th June 2017) 31stAugust 2017 14th December 2017 and 31st March 2018 during the yearended 31st March 2018. The Statutory Auditors are Invitees to the meeting.
Details of attendance of each director at the Audit Committee Meetings are givenbelow:-
|Name of the Director ||Position ||Category ||Meeting attendance |
|Mr. Bhalchandra Shrikrishna Sadhale ||Chairman ||Non-Executive & Independent Director ||4 |
|Mr. Valiyakath Adimakungu Noushad ||Member ||Non-Executive & Independent Director ||4 |
|Mr. Santhosh K Balachandran ||Member ||Executive Director & Non-Independent Director ||4 |
NOMINATION AND REMUNERATION COMMITTEE:
A. Composition and attendance
The Nomination and Remuneration Committee comprises of three Non-executive andIndependent Directors as on 31st March 2018 i.e Mr. Bhalchandra ShrikrishnaSadhale (Chairman) Mr. Valiyakath Adimakungu Noushad and Ms. Pushpa Prakash respectively.The Committee has met one (1) time during the financial year ended 31st March2018 i.e. on 14th February 2018.
|Name of the Member ||Position ||Category ||Meeting attendance |
|Mr. Valiyakath Adimakungu Noushad ||Chairman ||Non-Executive & Independent Director ||1 |
|Mr. Bhalchandra Shrikrishna Sadhale ||Member ||Non-Executive & Independent Director ||1 |
|*Ms. Pushpa Prakash ||Member ||Non-Executive & Independent Director ||- |
*Due to resignation of Ms. Jyoti Gangurde with effect from 12th February 2018 andappointment of Ms. Pushpa Prakash on 12th February 2018 the Nomination and RemunerationCommittee was reconstituted w.e.f. 12th February 2018.
B. Terms of Reference:
1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;
3) devising a policy on diversity of board of directors;
4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
5) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
C. Remuneration Policy:
Subject to the approval of the Board of Directors and subsequent approval by themembers at the General Meeting and such authorities as the case may be remuneration ofExecutive Directors and Key managerial persons is fixed by the Nomination and RemunerationCommittee. The remuneration is decided by the Nomination and Remuneration Committee takinginto consideration various factors such as qualifications experience expertiseprevailing remuneration in the competitive industries financial position of the Companyetc. The policy is available on the website of the companyhttp://maxalert.in/Policies/Nomination%20and%20Remuneration%20Policy.pdf
STAKEHOLDERS RELATIONSHIP COMMITTEE:
A. Composition and attendance:
The Stakeholder Relationship Committee comprises of two Non-executive and one Executivedirector as on 31st March 2018 i.e. Mr. Bhalchandra Shrikrishna Sadhale(Chairman) Mr. Valiyakath Adimakungu Noushad & Mr. Santhosh Balachandranrespectively. The committee has met one (1) time during the financial year ended 31stMarch 2018 i.e. on 08th December 2017.
|Name of the Member ||Position ||Category ||Meeting attendance |
|Mr. Bhalchandra Shrikrishna Sadhale ||Chairman ||Non-Executive & Independent Director ||1 |
|* Mr. Valiyakath Adimakungu Noushad ||Member ||Non-Executive & Independent Director ||1 |
|Mr. Santhosh K Balachandran ||Member ||Executive Director & Non-Independent Director ||1 |
Stakeholder Relationship Committee was reconstituted on 04th September 2017 Mr.Valiyakath Adimakungu Noushad appointed as the member of the committee and Mr. LeninChandran resigned from the committee.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of Individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and Non-Independent Directors were carried out by theIndependent Directors in their meeting held on 18th October 2017. The Boardalso carried out annual performance evaluation of the working of its Audit Nomination andRemuneration Stakeholders Relationship Committees. Board of Directors expressed theirsatisfaction with the evaluation process.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Subject to the approval of the Board of Directors and subsequent approval by themembers at the General Meeting and such authorities as the case may be remuneration ofWhole Time Director is fixed by the Nomination and Remuneration Committee. Theremuneration is decided by the Nomination and Remuneration Committee taking intoconsideration various factors such as qualifications experience expertise prevailingremuneration in the competitive industries financial position of the company etc. Duringthe previous year Mr. Santhosh K Balachandran and *Mr. Lenin Chandran were paidremuneration within the limit approved by the shareholders of the company.
No remuneration has been paid to Non-executive directors of the company during theyear.
* Mr. Lenin Chandran ceased to be a Director of the company with effect from 06thSeptember 2017.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this Report.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:-
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
i. The ratio of the Remuneration of each Director to the median Remuneration of theemployees of the Company for the financial year:
|Executive Directors ||Ratio to median Remuneration |
|Mr. Santhosh Balachandran ||3.24 |
ii. The percentage increase in Remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Mr. Santhosh Kunjuraman Balachandran Whole Time Director ||0% |
|Mr. Tayappa Marenna Koli Chief Financial Officer ||17.16% |
|CS Divya Vijay Company Secretary ||0.00% |
iii. The percentage increase in the median Remuneration of employees in the financialyear: Approx 98% iv. The number of Permanent Employees on rolls of the Company:60
v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable.
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of theCompany.
No employee of the company is falling under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Management Discussion and Analysis are attached herewith which forms part of thisreport.
Policy on dealing with related party transactions is available on the website of thecompany www.maxalert.in
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the audit committee.
The company has adopted a policy on Determination of Materiality for Disclosures'as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Policy for Preservation of Documents' as per Regulation 9 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Both of theabove policies are available on the website of the company www.maxalert.in
The Company does not have Subsidiary Company.
Since the company does not have Subsidiary company here is no requirement to preparethe Consolidated Financial Statement as per section 129(3) of the Companies Act 2013.
CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and requirements of Companies Act 2013 the Cash flowStatement for the financial year ended 31.03.2018 is annexed here to as a part of theFinancial Statements.
The Company in its 13th Annual General Meeting (AGM) held on 30/09/2016appointed M/s Agarwal Desai & Shah (Firm Registration No. 124850W) CharteredAccountants as its Statutory Auditors to hold office for the period of five consecutiveyears from the conclusion of the 13th Annual General Meeting until the conclusion of the18th Annual General Meeting.
i) Statutory Auditors:
Statutory Auditor's Report is Self-Explanatory in itself.
ii) Secretarial Auditor:
Company has delayed in some of the compliance during the year. However Management ofthe Company ensures to be more careful and dedicated in all of the compliances henceforth.
iii) Internal Auditor:
Internal Auditor of the company performed the duties of Internal Auditor of the companyfor the Financial Year 2017-2018 and his report is reviewed by Audit Committee from timeto time.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 read with rules framedthere under every company including its holding or subsidiary and a foreign companywhich fulfills the criteria specified in sub-section (1) of section 135 of the Act shallcomply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in sub-section (1) ofsection 135 of the Act your Company is not required to constitute a Corporate SocialResponsibility Committee.
The Company has adopted a "Whistle Blower" Policy and has established thenecessary vigil mechanism for employees and directors to report concerns about unethicalbehavior as per the provisions regarding vigil mechanism as provided in Section 177(9) ofthe Companies Act 2013 read with rules framed there under. The "Whistle Blower"Policy is available on website of the companyhttp://maxalert.in/Policies/Whistle%20Blower%20Policy.pdf
RISK MANAGEMENT POLICY/PLAN
The company has been addressing various risks impacting the company reviewing the riskmanagement plan and ensuring its effectiveness. The Audit Committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. The development and implementation of risk management policy/plan hasbeen covered in the Management Discussion and Analysis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of loans guarantees and investments as covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES
The contracts or arrangement entered into by the company with related parties referredto in Subsection (1) of section 188 of the Companies Act 2013 form a part of Form No.AOC-2 in Annexure-2 of this report.
The Board of Directors of the Company have on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. This Policy was considered and approved by the Board and has been uploaded on thewebsite of the Company athttp://maxalert.in/Policies/Related%20Party%20Transaction%20Policy.pdf
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunalswhich affect the going concern status and future operation of the Company.
HUMAN RESOURCE DEVELOPMENT
To ensure good human resources management your company focuses on all aspects of theemployee lifecycle. This provides a holistic experience for the employees as well. Duringtheir tenure at the Company employees are motivated through various skill-developmentengagement and volunteering programs. All the while we create effective dialogs throughour communication channels to ensure that the feedback reach the relevant teams includingthe leadership. The company takes pride in the commitment competence and dedication shownby its employees in all areas of business.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 read with the Companies (Accounts)Rules 2014 regarding conservation of energy technology absorption and foreign exchangeearnings and outgo your Directors furnish hereunder the additional information asrequired.
A. Conservation of Energy
Information in accordance with the provisions of Section 134 (3) (m) read with theCompanies (Accounts) Rules 2014 regarding conservation of energy does not apply to yourCompany.
B. Technology Absorption
Your Company has no foreign collaboration hence no particulars are offered.
C. Foreign Exchange Earning and Outgo
As required under Section 134(3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the information relating to the foreign exchange earnings andoutgo are given in the Notes to the financial statements as well as hereunder for the yearended 31st March 2018:
|Expenditure in Foreign Currency ||: NIL |
|Foreign Exchange Earnings during the year ||: NIL |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 it is herebyconfirmed:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and the profit or loss of the Company for the period ended 31.03.2018;
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting any fraud andother irregularities;
d) that the Directors had prepared the annual accounts on a going concern basis ;
e) that the Directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively;and
f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
There was no case filed during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further the Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace and have made necessary policies for safe and secure environment for womenemployees. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. The Company affirms that during the Yearunder review no complaints were received by the Committee for redressal.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS.
There were no cases of fraud reported by the auditors to the Board of Directors undersub-section (12) of section 143 of the Companies Act 2013 and amendments thereto.
DISCLOSURE OF MAINTENANCE OF COST RECORDS
Maintenance of Cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
Pursuant to the provisions of Circular no. CIR/CFD/CMD/12/2015 dated November 30 2015issued by Securities and Exchange Board of India (SEBI) with respect to Standard OperatingProcedure (SOP) for suspension and revocation of equity shares of listed entities fornon-compliance with provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your company was suspended w.e.f. February 27 2017. Your company hadapplied to BSE Ltd. (Stock Exchange) for the revocation of suspension and the process forthe revocation of suspension has been initiated.
EXTRACT OF ANNUAL RETURN
As per section 23 of the Companies (Amendment) Act 2017 extract of the Annual Returnin Form MGT-9 is annexed herewith as Annexure-1 as well as available on the website of theCompany at http://maxalert.in/
Your Directors' wishes to place on record its sincere thanks to all its CustomersSuppliers Bankers and Central & State Government Authorities for extending support toyour Company. The Board also places on record its sincere appreciation of the contributionmade by all the stakeholders for placing their faith and trust on the Board.
| ||By Order of the Board of Directors |
| ||For Max Alert Systems Limited |
|Place: Mumbai ||SD/- ||SD/- |
|Dated: 31.08.2018 ||Santhosh K Balachandran ||Valiyakath Adimakungu Noushad |
| ||Whole Time Director ||Director |
| ||(DIN- 01141534) ||(DIN: 05199442) |