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Max Ventures and Industries Ltd.

BSE: 539940 Sector: Financials
BSE 00:00 | 30 Sep 141.95 2.80






NSE 00:00 | 30 Sep 140.50 1.50






OPEN 139.10
VOLUME 12088
52-Week high 157.95
52-Week low 85.40
P/E 5.41
Mkt Cap.(Rs cr) 2,088
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 139.10
CLOSE 139.15
VOLUME 12088
52-Week high 157.95
52-Week low 85.40
P/E 5.41
Mkt Cap.(Rs cr) 2,088
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Max Ventures and Industries Ltd. (MAXVIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 7th (Seventh)Board's Report along with the Audited Financial Statements of your Company for theFinancial Year ended March 31 2022 ("FY 2022"). This Report is prepared on thebasis of Standalone Financial Statements of the Company for FY 2022 and the consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.

Standalone Financial Results

The standalone financial performance of your Company is summarizedbelow:

(Rs in Lakh)

Particulars FY 2021-22 FY 2020-21
Revenue from Operations 1980.98 2954.20
Other Income 48842.97 170.57
Total Revenues 50823.95 3124.77
Employee benefits expense 867.18 842.69
Finance costs 321.89 332.87
Depreciation and amortization expense 378.41 371.46
Other expenses 936.40 714.78
Total Expenses 2503.88 2261.80
Profit/(Loss) before Tax 48320.07 862.97
Tax expense 9974.57 165.42
Profit/(Loss) after Tax 38345.50 697.55

Consolidated Financial Results

The consolidated financial performance of your Company and itssubsidiaries is summarized below:

(Rs in Lakh)

Particulars FY 2021-22 FY 2020-21
Continuing operations
Revenue from Operations 10096.71 6669.98
Other Income 992.58 718.81
Total Revenues 11089.29 7388.79
Cost of raw materials consumed 705.33 191.04
Change in inventories of finished goods traded goods and work in progress 1850.94 1557.97
Employee benefits expense 1316.28 1461.78
Finance costs 1657.28 1718.84
Depreciation and amortization expense 1481.29 1311.46
Other expenses 3651.72 3664.84
Total Expenses 10662.84 9905.93
Profit/(Loss) before exceptional items and tax 426.45 (2517.14)
Exceptional items - (2699.89)
Profit before tax from continuing operations 426.45 (5217.03)
Attributable tax expense (39.15) (755.25)
Profit/(Loss) after Tax 465.60 (4461.78)
Particulars FY 2021-22 FY 2020-21
Discontinued operations
Revenue from operations 126984.14 111388.56
Other income 1029.34 1043.86
Total expenses 106189.26 99029.04
Profit before tax 21824.22 13403.38
Gain on sale of discontinued operations (also refer note 4) 40922.47 -
Tax expenses/(credit) (also refer note 4) 17339.72 3232.11
Profit for the period from discontinued operations (refer note 7) 45406.97 10171.27
Profit for the period from continuing and discontinued operations 45872.57 5709.49
Attributable to:
Equity holders of parent 38768.48 767.83
Non-controlling interest 7104.09 4941.66

In accordance with the Companies Act 2013 ("the Act") andRegulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 ("Listing Regulations") the audited Consolidated Financial Statements areprovided as part of this Annual Report and shall also be laid before the ensuing AnnualGeneral Meeting ("AGM") of the Company.

The Standalone and Consolidated Financial Statements have been preparedin accordance with the Indian Accounting Standards (IND AS) notified under the Companies(Indian Accounting Standards) Rules 2015 (as amended from time to time).

Company's Performance / Operations

In FY 2022 the Company reported consolidated revenues from continuingoperations of ` 10096.71 Lakh and a Profit after tax of ` 465.60 Lakh.


Considering the future business plans of the Company the Board ofDirectors of the Company do not recommend any dividend on the equity shares of the Companyfor FY 2022.

Transfer to Reserves

The Company did not transfer any amount out of profits to GeneralReserve during FY 2022.

Listing Information

The equity shares of the Company are traded on BSE Ltd. (Scrip Code‘539940') and National Stock Exchange of India Ltd. (Symbol ‘MAXVIL')effective June 22 2016. The ISIN number for dematerialisation of the equity shares of theCompany is INE154U01015.

The annual listing fees for the Financial Year 2022-23 has been paid toboth the Stock Exchanges.

Changes in Share Capital

As at March 31 2022 the authorized share capital of the Company stoodat ` 1500000000/- (Rupees One Hundred and Fifty Crore Only) divided into 150000000(Fifteen Crore) equity shares of ` 10/- (Rupees Ten only) each. There was no change in theauthorized share capital of the Company during FY 2022.

As at March 31 2022 the paid-up equity share capital of the Companywas ` 1469466480/- (Rupees One Hundred and Forty Six Crore Ninety Four Lakh Sixty SixThousand Four Hundred and Eighty only) comprising of 146946648 (Fourteen Crore SixtyNine Lakh Forty Six Thousand Six Hundred and Forty Eight) equity shares of ` 10/- (RupeesTen only) each.

During FY 2022 the Company has allotted 322586 (Three Lakh TwentyTwo Thousand Five Hundred and Eighty Six) equity shares of ` 10/- (Rupees Ten Only) eacharising from the exercise of Stock Options by the Option Holders under ‘Max Venturesand Industries Employee Stock Plan – 2016' of the Company.

Subsidiaries Joint Ventures and Associates

As at March 31 2022 your Company had following subsidiaries:

(i) Max Estates Limited; (ii) Max I. Limited; (iii) Max Asset ServicesLimited; (iv) Max Towers Private Limited; (v) Max Square Limited; and (vi) PharmaxCorporation Limited.

Further during FY 2022; the Company has sold 17189601 (One CroreSeventy One Lakh Eighty Nine Thousand Six Hundred and One) equity shares of ` 10/- (RupeesTen only) each constituting 41.00% of the equity share capital of Max Specialty FilmsLimited ("MSFL") an erstwhile material unlisted subsidiary of the Company toToppan Inc. a company incorporated under the laws of Japan and having its registeredoffice at 1-5-1 Taito Taito-ku Tokyo - 110-8560 on February 1 2022; and accordinglyMSFL had ceased to be a subsidiary of the Company effective that date. The Company alongwith its Nominees holds 4192585 (Forty One Lakh Ninety Two Thousand Five Hundred andEighty Five) equity shares constituting 10.00% of the equity share capital of MSFL as onMarch 31 2022.

There were no associates or joint ventures of the Company during FY2022.

Form AOC-1 containing the salient features of Financial Statements ofthe Company's subsidiaries is enclosed with this Report as ‘Annexure -1'.

Further a detailed update on the performance of your Company'ssubsidiaries is furnished in the Management Discussion and Analysis section which formspart of this Report.

In compliance with the provisions of Section 136 of the Act theFinancial Statements and other documents of the subsidiaries are not being attached withthe Financial Statements of the Company and are available on the website of the Companyviz.

The Consolidated Financial Statements presented by the Company includefinancial results of its subsidiaries.

Annual Return

The Annual Return of the Company for FY 2020-21 is available at thewebsite of the Company at Further the Annual Return for FY 2022 shall bemade available at the website of the Company upon the same being filed with the concernedRegistrar of Companies.

Employees Stock Option Plan

Your Company has adopted an employee stock option plan viz. ‘MaxVentures and Industries Limited - Employee Stock Plan 2016' (‘ESOP Plan')at its first Annual General Meeting held on September 27 2016. The ESOP Plan provides forgrant of stock options aggregating not more than 5% of equity share capital of the Companyto eligible employees and Directors of the Company and its subsidiaries. There was nochange in the ESOP Plan during FY 2022. Further the ESOP Plan is in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations 2021 (as amended from time to time). The ESOP Plan is administered by theNomination and Remuneration Committee constituted by the Board of Directors of theCompany.

During FY 2022 your Company has granted 132724 stock options to theeligible employees of the Company and its subsidiaries. A statement setting out thedetails of options granted upto March 31 2022 and other disclosures as required underSecurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)Regulations 2021 and Rule 12(9) of Companies (Share Capital & Debentures) Rules 2014for FY 2022 is enclosed as ‘Annexure - 2' to this report.

Material changes between the end of financial year and the date of thisReport

There were no material changes affecting the financial position of theCompany between the Financial Year ended March 31 2022 and the date of this Report.

However the Board of Directors of the Company in its meeting held onApril 18 2022 has approved the draft Composite Scheme of Amalgamation and Arrangementamongst the Company and Max Estates Limited and their respective shareholders andcreditors (‘Scheme') for amalgamation of the Company with Max Estates Limiteda wholly owned subsidiary of the Company and various other matters incidentalconsequential or otherwise integrally connected thereto pursuant to Sections 230 to 232read along with Section 66 and other applicable provisions of the Companies Act 2013(including any statutory modifications or re-enactments or amendments thereof) and rulesmade thereunder with effect from the Appointed Date i.e. April 01 2022 subject toreceipt of requisite statutory / regulatory approvals including the approval of thejurisdictional Bench of the National Company Law Tribunal.

Report on Corporate Governance

The Company has complied with all the mandatory requirements ofCorporate Governance specified by the Securities and Exchange Board of India through PartC of Schedule V of the Listing Regulations. As required by the said Clause a separateReport on Corporate Governance forms part of the Annual Report of the Company.

A certificate from M/s Sanjay Grover & Associates PracticingCompany Secretaries regarding compliance with the regulations of Corporate Governancepursuant to Part E of Schedule V of the Listing Regulations and a certificate from theManaging Director and Chief Financial Officer of the Company on compliance of Part B ofSchedule II of the Listing Regulations forms part of the Corporate Governance Report.

Management Discussion & Analysis

In terms of Regulation 34 of the Listing Regulations a review of theperformance of the Company including those of your Company's subsidiaries isprovided in the Management Discussion & Analysis section which forms part of thisAnnual Report.


As at March 31 2022 the Board of Directors of your Company comprisedof 7 (seven) Directors with one Executive Director and (Six) Non-Executive Directors outof which 4 (Four) were Independent Directors.

During FY 2022 Mr. Arthur Seter resigned from the position ofNon-Executive Director of the Company effective from closure of business hours on January31 2022. The Board places on record its appreciation for the valuable contributions madeby him during his association with the Company.

Further Mr. Ka Luk Stanley Tai was appointed as Non-ExecutiveAdditional Director by the Board of Directors of the Company w.e.f. February 01 2022 whowas subsequently appointed as a Non-Executive Director by the Members of the Companythrough an Ordinary Resolution passed by way of Postal Ballot effective March 13 2022.

In terms of Section 152 of the Act and the Articles of Association ofthe Company Mr. Analjit Singh shall retire by rotation at the ensuing AGM of the Company.Being eligible he has offered himself for re-appointment at the ensuing AGM. YourDirectors recommend his re-appointment. A brief profile of Mr. Analjit Singh forms partof the Notice convening AGM of the Company.

Board Meetings

The Board of Directors met 04 (Four) times during FY 2022. The detailsof meetings and the attendance of directors are provided in the Corporate GovernanceReport which forms part of this Annual report.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 25 of the ListingRegulations the Company has received declaration of independence from all IndependentDirectors namely Mr. Kummamuri Narasimha Murthy Mr. Dinesh Kumar Mittal Mr. Niten Malhanand Ms. Gauri Padmanabhan.

In the opinion of the Board the Independent Directors fulfil theconditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b)of the Listing Regulations and also meet the criteria in relation to integrity expertiseand experience (including the pro_ciency) as outlined by your Company. The IndependentDirectors have also confirmed that they have complied with the Company's Code ofConduct and the inlaid policies and applicable laws.

Key Managerial Personnel

As at March 31 2022 in terms of provisions of Section 203 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mr. Sahil Vachani - Managing Director and CEO Mr. Nitin Kumar Kansal - ChiefFinancial Officer were the Key Managerial Personnel of the Company.

During FY 2022 Mr. Saket Gupta has resigned from the position ofCompany Secretary and Compliance Officer of the Company effective January 31 2022.Further Mr. Ankit Jain was appointed as the Company Secretary and Compliance Officer ofthe Company w.e.f. May 16 2022.

Committees of Board of Directors

As at March 31 2022 the Company had 5 (Five) committees of Board ofDirectors of the Company viz. Audit Committee Nomination & Remuneration CommitteeStakeholder's Relationship Committee Investment & Finance Committee and RiskManagement and Sustainability Committee which have been established as a part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

During FY 2022 the Board of Directors of the Company in its meetingheld on June 11 2021 has dissolved the Corporate Social Responsibility Committee and roleof the Corporate Social Responsibility Committee is being discharged by the Board ofDirectors effective that date.

A detailed note on Board and Committees composition its terms ofreferences and the meetings held during FY 2022 has been provided in the CorporateGovernance Report which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on June 11 2022 inter-alia to:

1. Review the performance of non-independent Directors and the Board asa whole;

2. Review the performance of the Chairman of the Company taking intoaccount the views of executive Directors and non-executive Directors; and

3. Assess the quality quantity and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

Performance Evaluation of the Board

The performance evaluation of the Board as stipulated under the ListingRegulations and Section 134 of the Act read with Rule 8(4) of the Companies (Accounts)Rules 2014 a formal annual evaluation has been carried out for evaluating theperformance of the Board the Committees of the Board and the Individual Directorsincluding the Independent Directors and the Chairman.

The performance evaluation was carried out by obtaining feedback fromall Directors through a confidential online survey mechanism through Diligent Boards whichis a secured electronic medium through which the Company interfaces with its Directors.The Directors were also provided an option to participate in physical mode. The outcome ofthis performance evaluation was placed before Nomination & Remuneration CommitteeIndependent Directors' Committee and the Board in their respective meeting for theconsideration of members.

The review concluded by afirming that the Board as a whole as well asits Chairman all of its members individually and the Committees of the Board continuedto display commitment to good governance by ensuring a constant improvement of processesand procedures and contributed their best in overall growth of the organization.

Nomination & Remuneration Policy

In terms of the provisions of Section 134(3)(e) and 178 of the Act theBoard of Directors on the recommendation of the Nomination & Remuneration Committeehave put in place a policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided. The said Policy is available on our website athttps://www.maxvil. com/shareholder-information/.

Disclosure under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013

The Company has requisite policy for prevention prohibition andredressal of Sexual Harassment of Women at Workplace.

This comprehensive policy ensures gender equality and the right to workwith dignity. The Internal Complaints Committee (ICC) is in place for redressal ofcomplaints received relating to sexual harassment.

During FY 2022 and till the date of this report no complaintpertaining to sexual harassment was received by ICC.

Particulars of Loans Guarantees or Investments in Securities

The details of loans guarantees and investments are provided in NoteNo. 27 to the Standalone Financial Statements forming part of this Annual Report.

Contracts or Arrangements with Related Parties

All transactions entered by the Company during FY 2022 with relatedparties under the Act were in the ordinary course of business and on an arm's lengthbasis. Further your Company did not enter into any Related Party Transaction which may beconsidered material in terms of the Listing Regulations and thus disclosure in Form AOC-2is considered to be not applicable to the Company.

The details of all related party transactions are provided in Note No.34 to the Standalone Financial Statements attached to this Report.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website at https://

Risk Management

Your Company considers that risk is an integral part of its businessand therefore it takes proper steps to manage all risks in a proactive and efficientmanner. The Company management periodically assesses risks in the internal and externalenvironment and incorporates suitable risk treatment processes in its strategy businessand operating plans.

There are no risks which in the opinion of the Board threaten thevery existence of your Company. However some of the challenges faced by the Companyand/or its key operating subsidiaries have been set out in the Management Discussion andAnalysis Report forming part of this Annual Report.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle BlowerPolicy (‘Policy') has been adopted and the same is hosted at the Company'swebsite at https://www.maxvil. com/shareholder-information/.

It provides opportunity to the directors stakeholders and employees toreport in good faith about the unethical and improper practices fraud or violation ofCompany's Code of Conduct. The Policy also provides for adequate safeguard againstvictimization of the whistleblowers using such mechanism. The Policy also provides fordirect access to the Chairperson of the Audit Committee in exceptional cases.

The Company afirms that no person was denied access to the AuditCommittee on matters relating to the Policy during FY 2022.

Human Resources

The information required under Section 197(12) of the Act read withRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time is given in ‘Annexure -3'.

Particulars of Conservation of Energy Technology Absorption &Foreign Exchange Earning and Outgo

The information on conservation of energy technology absorption andforeign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Actread with Companies (Accounts) Rules 2014 is as follows:

a) Conservation of Energy

(i) the steps taken or impact on conservation of energy

Regular efforts are made to conserve the energy through various meanssuch as use of low energy consuming lightings etc.

(ii) the steps taken by the Company for using alternate sources ofenergy

Since your Company is not an energy intensive unit utilization ofalternate source of energy may not be feasible.

(iii) Capital investment on energy conservation equipment:


b) Technology Absorption

Your Company is not engaged in manufacturing activities thereforethere is no specific information to be furnished in this regard.

There was no expenditure on Research and Development during FY 2022.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY 2022 are given below:

Total Foreign Exchange earned : Nil
Total Foreign Exchange used : Nil

Statutory Auditors and Auditors' Report

Pursuant to provisions of Section 139 and other applicable provisionsof the Act M/s. S. R. Batliboi & Co. LLP Chartered Accountants (Firm RegistrationNo. 301003E) were reappointed as Statutory Auditors of the Company for a second tenure offive years at AGM held on December 30 2020 to hold office till the conclusion of the 10thAGM of the Company to be held in the year 2025.

The Auditors Report annexed with this Annual Report does not containany qualification reservation or adverse remarks.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourDirectors appointed M/s. Sanjay Grover & Associates Company Secretaries to undertakethe Secretarial Audit of your Company. The Report of the Secretarial Auditors has beenannexed as ‘Annexure – 4' to this Report which is self-explanatory.

There are no qualifications reservations adverse remarks ordisclaimers given by the Secretarial Auditors in their Report for FY 2022 and hence doesnot call for any further comments.

Internal Auditors

M/s. MGC Global Risk Advisory LLP were appointed as the InternalAuditors of the Company for conducting the Internal Audit of key functions and assessmentof Internal Financial Controls for FY 2022.

Internal Financial Controls

The Company has in place adequate internal financial controls withreference to Financial Statements. During FY 2022 such controls were tested and noreportable material weaknesses in the design or operation effectiveness were observed.

Further the testing of such controls was also carried outindependently by the Statutory Auditors for FY 2022.

In the opinion of the Board the existing internal control framework isadequate and commensurate with the size and nature of the business of the Company.

Reporting of Frauds by Auditors

During FY 2022 neither the Statutory Auditors nor the InternalAuditors or Secretarial Auditors of the Company have reported to the Audit Committee underSection 143(12) of the Act any instances of fraud committed against the Company by itsofficers or employees the details of which are required to be mentioned in theBoard's Report.

Corporate Social Responsibility Policy (CSR Policy)

In terms of the provisions of Section 135 of the Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has approved a CSR policy which is available at the website of the Company at

The Annual Report on CSR Activities of the Company for FY 2022 isenclosed as ‘Annexure – 5' to this Report which isself-explanatory.

Business Responsibility Report

In terms of Clause 34(2)(f) of the Listing Regulations a BusinessResponsibility Report on various initiatives taken by the Company is enclosed to thisreport as Annexure - 6.

Cost Records

The provisions of Section 148(1) of the Act relating to maintenance ofcost records were not applicable to the Company for FY 2022.

Public Deposits

During FY 2022 the Company has not accepted or renewed any depositsfrom the public.

Compliance of Secretarial Standards

During FY 2022 the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI)pursuant to the provisions of Section 118 of the Companies Act 2013.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Act and to the best of theirknowledge and belief and according to the information and explanation provided to themyour Directors hereby confirm that:

(a) in preparation of the Financial Statements the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures if any;

(b) such accounting policies have been selected and appliedconsistently and judgments and estimates made that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2022 andof the profit of the Company for year ended on that date;

(c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for prevention and detection of fraud and otherirregularities;

(d) the financial statements have been prepared on going concern basis;

(e) proper internal financial controls were in place and that suchfinancial controls were adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

Unclaimed Shares

Pursuant to the provisions of Regulation 39 of the Listing Regulationsthe Company has transferred the unclaimed equity shares on July 18 2017 in the DematAccount titled as ‘MAX VENTURES AND INDUSTRIES LIMITED– UNCLAIMED SUSPENSEACCOUNT'. The equity shares transferred to said Unclaimed Suspense Account belong tothe members who have not claimed their Share Certificates pertaining to the equity sharesof the Face Value of ` 10/- (Rupees Ten only) each.

The details of equity shares of the Company held in the UnclaimedSuspense Account have been provided in the Corporate Governance Report which forms part ofthis Annual Report.

Significant and/or material Orders passed by Regulators or the Courts

There were no significant and/or material orders passed against yourCompany by the regulators / courts / tribunals during FY 2022 which may impact the goingconcern status and your Company's operations in future.

Cautionary Statement

Statements in this Report particularly those which relate toManagement Discussion and Analysis describing the Company's objectives projectionsestimates and expectations may constitute "forward looking statements" withinthe meaning of applicable laws and regulations. Actual results might differ materiallyfrom those either expressed or implied in the statement depending on the circumstances.


Your Directors would like to place on record their sincere appreciationfor the continued co-operation and contribution made by its management and employeestowards the growth of the Company. Your Directors acknowledge with thanks the co-operationand assistance received from various agencies of the Central and State Governments localauthorities Financial Institutions and Banks valued Customers Suppliers VendorsShareholders and all other business associates.

On behalf of the Board of Directors

Max Ventures and Industries Limited

Date: May 16 2022 Sahil Vachani Dinesh Kumar Mittal
Place: New Delhi Managing Director and CEO Independent Director
DIN: 00761695 DIN: 00040000