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Max Ventures and Industries Ltd.

BSE: 539940 Sector: Financials
NSE: MAXVIL ISIN Code: INE154U01015
BSE 00:00 | 20 Feb 51.35 2.30
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49.85

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57.50

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49.85

NSE 00:00 | 20 Feb 51.40 2.45
(5.01%)
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49.00

HIGH

57.60

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OPEN 49.85
PREVIOUS CLOSE 49.05
VOLUME 145733
52-Week high 60.85
52-Week low 33.25
P/E 59.71
Mkt Cap.(Rs cr) 753
Buy Price 51.35
Buy Qty 49.00
Sell Price 51.35
Sell Qty 253.00
OPEN 49.85
CLOSE 49.05
VOLUME 145733
52-Week high 60.85
52-Week low 33.25
P/E 59.71
Mkt Cap.(Rs cr) 753
Buy Price 51.35
Buy Qty 49.00
Sell Price 51.35
Sell Qty 253.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting the 4th (Fourth) Board's Report along withthe Audited Financial Statements of your Company for the financial year ended March 312019 ("FY 2019"). The Report is prepared on the basis of standalone financialstatements of the Company for FY 2019 and the consolidated performance of the Company andits subsidiaries has been referred to wherever required.

Standalone Financial Results

The standalone financial performance of your Company for FY 2019 is summarized below:

(Rs. in Lakhs)
Particulars FY 2018-19 FY 2017-18
Income
Revenue from Operations 2682.83 2887.11
Other Income 713.26 7525.47
Total Revenues (I) 3396.09 10412.58
Expenditure
Employee benefits expense 742.42 663.15
Finance costs 3.37 1.03
Depreciation and amortization expense 18.82 12.98
Other expenses 1536.01 2055.45
Total Expenses (II) 2300.62 2732.61
Profit/(Loss) before Tax 1095.47 7679.97
Tax expense 204.39 1679.26
Profit/(Loss) after Tax 891.08 6000.71

Consolidated Financial Results

The consolidated financial performance of your Company and its subsidiaries for FY2019 is summarized below:

(Rs. in Lakhs)
Particulars FY 2018-19 FY 2017-18
Income
Revenue from Operations 92388.77 73891.73
Other Income 2152.19 1139.76
Total Revenues (I) 94540.96 75031.49
Expenditure
Cost of raw materials consumed 86029.65 58439.97
Change in inventories of finished goods traded goods and work in progress (12225.45) (6111.79)
Excise duty on sale of goods - 1402.25
Employee benefits expense 4273.86 4120.84
Finance costs 4189.45 2301.99
Depreciation and amortization expense 3047.52 2288.50
Other expenses 12306.04 11474.73
Total Expenses (II) 97621.07 73916.49
Profit/(Loss) before Tax (3080.11) 1115.00
Attributable tax expense (147.97) 779.44
Profit/(Loss) after Tax (2932.14) 335.56
Attributable to:
Equity holders of parent (2310.51) 370.35
Non-controlling interest (621.63) (34.79)

In accordance with the Companies Act 2013 ("the Act") and Regulation 34 ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015("Listing Regulations") the audited consolidated financial statements areprovided as part of this Annual Report and shall also be laid before the ensuing AnnualGeneral Meeting of the Company.

The Standalone and Consolidated Financial Statements have been prepared in accordancewith the Indian Accounting Standards (IND AS) notified under the Companies (IndianAccounting Standards) Rules 2015 (as amended from time to time).

Company's Performance / Operations

In FY 2019 the Company reported Consolidated Revenues from operations of Rs. 92388.77Lakhs and a Loss after tax of Rs. 2932.14 Lakhs. The Company's flagship business MaxSpeciality Films Limited accounted for Rs. 87363.71 Lakhs in revenues.

Dividend

Considering the future business plans of the Company the Board of Directors of theCompany do not recommend any dividend on the equity shares of the Company for FY 2019.

Transfer to Reserves

Consequent to the Rights issue of equity shares and on account of issuance of EmployeeStock Option an amount of Rs. 504.71 Lakhs and Rs. 20.91 Lakhs respectively have beentransferred to the Share Premium Account of the Company. The Company did not transfer anyamount out of profits to Capital Reserve during FY 2019.

Listing of Equity Shares

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

Changes in Share Capital

As at March 31 2019 the authorized share capital of the Company stood at Rs.1500000000 (Rupees One Hundred and Fifty Crores Only) divided into 150000000(Fifteen Crores) equity shares of Rs. 10/- (Rupees Ten only) each.

Allotment of shares under ESOP

During FY 2019 following allotment of equity shares of Rs. 10/- (Rupees Ten only) eachwere made pursuant to the exercise of Stock Options granted to Stock Option holders underMax Ventures and Industries Employee Stock Plan 2016:

Date of Allotment No. of equity shares allotted Premium on allotment
April 11 2018 4880 Nil
December 19 2018 22150 Rs. 15/- per equity share
March 15 2019 38860 Nil
March 15 2019 133000 Rs. 15/- per equity share

Allotment of shares under Rights Issue

The Board of Directors of the Company in its meeting held on January 15 2018 hadannounced the raising of funds by way of offer and issue of equity shares to the existingmembers of the Company on rights basis for an amount aggregating upto Rs. 45000 Lakhs("Issue"). In pursuance to the Issue the Company had issued 73753787 (SevenCrores Thirty Seven Lakhs Fifty Three Thousand Seven Hundred & Eighty Seven) rightsequity shares of face value of Rs. 10/- (Rupees Ten only) each for cash at a price of Rs.61/- (Rupees Sixty One only) per rights equity share including a premium of Rs. 51/-(Rupees Fifty One only) per rights equity share aggregating to Rs. 44989.81 Lakhs on arights basis in the ratio of 67 (Sixty Seven) rights equity share for every 66 (Sixty Six)fully paid-up equity shares held by the eligible shareholders of your Company on therecord date i.e. June 22 2018. The issue opened on July 10 2018 and closed on July 312018.

Your directors are pleased to inform that the rights issue was over-subscribed. Thebasis of allotment was approved by BSE Limited (Designated Stock Exchange) andaccordingly the Company had allotted 73753787 (Seven Crores Thirty Seven Lakhs FiftyThree Thousand Seven Hundred & Eighty Seven) rights equity shares of face value of Rs.10/- (Rupees Ten only) each for cash at a price of Rs. 61/- (Rupees Sixty One only) perrights equity share to the eligible shareholders on August 10 2018. After taking intoconsideration the aforesaid allotments the paid-up equity share capital of the Company asat March 31 2019 stood at Rs. 1466007820/- (Rupees One Hundred and Forty SixCrores Sixty Lakhs Seven Thousand Eight Hundred and Twenty only) comprising of146600782 (Fourteen Crores Sixty Six Lakhs Seven Hundred and Eighty Two) equity sharesof Rs. 10/- (Rupees Ten only) each.

Further after the end of FY 2019 till the date of this report the Company hasallotted 1130 (One Thousand One Hundred and Thirty) equity shares of Rs. 10/- (Rupees Tenonly) each of the Company on April 19 2019 for cash at par arising from the exercise ofStock Options granted to a Stock Option holder under Max Ventures and Industries EmployeeStock Plan 2016. Consequently the paid-up equity share capital of the Company as on thedate of this report is Rs.1466019120/- (Rupees One Hundred and Forty Six Crores SixtyLakhs Nineteen Thousand One Hundred and Twenty only) comprising of 146601912 (FourteenCrores Sixty Six Lakhs One Thousand Nine Hundred and Twelve) equity shares of Rs. 10/-(Rupees Ten only) each.

Particulars of utilization of proceeds of the Rights Issue

The details of utilization of proceeds of rights issue has been set out in Note No. 36of the attached financial statements.

Subsidiaries Joint Ventures and Associates

As at March 31 2019 your Company had following subsidiaries:

(i) Max Speciality Films Limited;

(ii) Max Estates Limited;

(iii) Max I. Limited;

(iv) Max Asset Services Limited (formerly known as Max Learning Limited); and

(v) Wise Zone Builders Private Limited

There were no associates or joint ventures of the Company during the year under review.

Form AOC-1 containing the salient features of financial statements of the Company'ssubsidiaries associates and joint ventures is attached with this report as ‘Annexure- 1'. The basic details of the subsidiaries of the Company form part of the Extract ofAnnual Return given in ‘Annexure - 2' to this Report.

Further a detailed update on the performance of your Company's subsidiaries isfurnished in the Management Discussion and Analysis section which forms a part of thisReport.

In compliance with the provisions of Section 136 the Act the financial statements andother documents of the subsidiaries are not being attached with the financial statementsof the Company and are available on the website of the Company viz. www.maxvil.com.

The Consolidated Financial Statements presented by the Company include financialresults of its subsidiaries.

Extracts of Annual Return

An extract of the Annual Return as at March 31 2019 in prescribed Form MGT-9 formspart of this report as ‘Annexure – 2'. Further the Annual Return of theCompany for FY 2017-18 is available on the website of the Company at https://www.maxvil.com/shareholder-information/.

Employees Stock Option Plan

Your Company has adopted an employee stock option plan viz. ‘Max Ventures andIndustries Limited - Employee Stock Plan 2016' (‘ESOP Plan') at its first AnnualGeneral Meeting held on September 27 2016. The ESOP Plan provides for grant of stockoptions aggregating not more than 5% of equity share capital of the Company to eligibleemployees and Directors of the Company. The ESOP Plan is administered by the Nominationand Remuneration Committee constituted by the Board of Directors of the Company.

The Nomination and Remuneration Committee in its meeting held on March 23 2018granted 193570 (One Lakh Ninety Three Thousand Five Hundred and Seventy) Stock Optionsto employees of the Company effective from April 1 2018. Further during the year theCompany allotted 198890 (One Lakh Ninety Eight Thousand Eight Hundred and Ninety) equityshares of Rs. 10/- (Rupees Ten only) each arising from the exercise of Stock Optionsgranted to Stock Option holders under the ESOP Plan. There was no change in the ESOP Planduring the financial year under review. Further the ESOP Plan is in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014(as amended from time to time).

A statement setting out the details of options granted upto March 31 2019 and otherdisclosures as required under Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 and Rule 12(9) of Companies (Share Capital & Debentures)Rules 2014 for FY 2019 is enclosed as ‘Annexure - 3' to this report.

Material changes between the end of financial year and the date of this Report

Inauguration of Max Towers

Max Towers the flagship office project of Max Estates a wholly owned subsidiary ofthe Company was inaugurated on April 12 2019. Max Towers is located on the Delhi NoidaDirectway (DND) a few minutes' drive from South Delhi business hubs such as Okhla NehruPlace etc. Built with an investment of nearly Rs. 600 Cr with a super built up area ofover 5.5 lakh sq. ft. Max Towers includes 19 floors of office space and 4 floors ofamenities. Constructed in a brisk period of 24 months Max Towers is a blend of thoughtfuldesign and superior hospitality which helps integrate work and life through its philosophyof "WorkWell". It will house the teams of some of the Max Group companies butwill mostly be leased to progressive corporations.

Report on Corporate Governance

Except as specified in this Report the Company has complied with all the mandatoryrequirements of Corporate Governance specified by the Securities and Exchange Board ofIndia through Part C of Schedule V of the Listing Regulations. As required by the saidClause a separate Report on Corporate Governance forms part of the Annual Report of theCompany.

A certificate from M/s Sanjay Grover & Associates Practicing Company Secretariesregarding compliance with the regulations of Corporate Governance pursuant to Part E ofSchedule V of the Listing Regulations and a certificate from the Managing Director andChief Financial Officer on compliance of Part B of Schedule II of the Listing Regulationsform part of the Corporate Governance Report.

Management Discussion & Analysis

In terms of Regulation 34 of the Listing Regulations a review of the performance ofthe Company including those of your Company's subsidiaries is provided in the ManagementDiscussion & Analysis section which forms part of this Annual Report.

Directors

As at March 31 2019 your Board of Directors comprised of eight members with oneExecutive Director and seven Non-Executive Directors out of which four were independent.

Due to personal reasons Mrs. Sujata Keshavan Guha resigned from the position ofIndependent Director of the Company on July 24 2018. The Board places on record itsappreciation for the valuable contributions made by her during her association with theCompany.

Further in compliance with the provisions of Section 161 of the Act and Articles ofAssociation of the Company the Board of Directors of the Company on the recommendation ofthe Nomination & Remuneration Committee appointed Ms. Gauri Padmanabhan (DIN:01550668) as an Independent (Additional) Director of the Company for a period of 5 yearswith effect from November 26 2018 which is subject to approval by the shareholders atthe ensuing Annual General Meeting of the Company.

In terms of Section 152 of the Act and the Articles of Association of the Company Mr.Analjit Singh and Mr. Mohit Talwar shall retire by rotation at the ensuing Annual GeneralMeeting. Being eligible they have offered themselves for re-appointment at the ensuingAnnual General Meeting.

Brief profile of the aforesaid directors forms part of the Notice convening AnnualGeneral Meeting. Your Directors recommend their appointment / re-appointment.

Board Meetings

The Board of Directors met 07 (Seven) times during FY 2019. The details of meeting andthe attendance of directors are provided in the Corporate Governance Report which formspart of this Annual report.

Statement of Declaration by Independent Directors

In terms of Section 149(6) of the Act and Regulation 25 of the Listing Regulations theCompany has received declaration of Independence from all Independent Directors namely Mr.Kummamuri Narasimha Murthy Mr. Dinesh Kumar Mittal Mr. Ashok Brijmohan Kacker and 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. The Independent Directors have also confirmed that they havecomplied with the Company's Code of Conduct and the inlaid policies and applicable laws.

Key Managerial Personnel

In terms of provisions of Section 203 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 Mr. Sahil Vachani - ManagingDirector and CEO Mr. Nitin Kumar Kansal - Chief Financial Officer and Mr. Saket Gupta -Company Secretary are the Key Managerial Personnel (KMP) of the Company.

During FY 2019 Mr. Gopalakrishnan Ramachandran tendered his resignation from theposition of Company Secretary and Compliance Officer of the Company w.e.f. February 252019. Further Mr. Saket Gupta was appointed as the Company Secretary and ComplianceOfficer of the Company w.e.f. April 12 2019.

Committee of Board of Directors

As at March 31 2019 the Company had five committees of Board of Directors of theCompany viz. Audit Committee Nomination & Remuneration Committee Stakeholder'sRelationship Committee Corporate Social Responsibility Committee and Investment &Finance Committee which have been established as a part of the best Corporate Governancepractices and are in compliance with the requirements of the relevant provisions ofapplicable laws and statutes A detailed note on Board and Committees composition itsterms of references and the meetings held during the year has been provided in theCorporate Governance Report which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors had a separate meeting on July 24 2018 during FY 2019wherein all the Independent Directors except Mrs. Sujata Keshavan Guha (who was grantedLeave of absence) were present. Further all the Independent Directors met on May 222019 inter-alia to:

1. Review the performance of non-independent Directors . the Board as a whole;

2. Review the performance of the Chairman of the taking into account the views ofexecutive Directors and nonexecutive Directors; and

3. Assess the quality quantity and timeliness of flow information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

Performance Evaluation of the Board

The performance evaluation of the Board as stipulated under the Listing Regulations andSection 134 of the Act read with Rule 8(4) of the Companies (Accounts) Rules 2014 aformal annual evaluation has been carried out for evaluating the performance of the Boardthe Committees of the Board and the Individual Directors including the IndependentDirectors and the Chairman.

The performance evaluation was carried out by obtaining feedback from all Directorsthrough a confidential online survey mechanism through Diligent Boards which is a securedelectronic medium through which the Company interfaces with its Directors. The Directorswere also provided an option to participate in physical mode. The outcome of thisperformance evaluation was placed before Nomination and Remuneration CommitteeIndependent Directors' Committee and the Board in their meetings for the consideration ofmembers.

The review concluded by affirming that the Board as a whole . as well as its Chairmanall of its members individually and the Committees of the Board continued to displaycommitment to good governance by ensuring a constant improvement of processes andprocedures 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 the Board ofDirectors on the recommendation of the Nomination and Remuneration Committee have put inplace a policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided. The said Policy is enclosed as ‘Annexure - 4' and is alsoavailable on our website at https:// www.maxvil.com/shareholder-information/.

The aforesaid Policy was amended by the Board in its meeting held on February 8 2019in order to align with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 in terms of which the Senior Management (asdefined in the Listing Regulations) were also covered under the Policy.

Disclosure under Sexual Harassment of Women at Workplace

(Prevention Prohibition & Redressal) Act 2013

The Company has requisite policy for prevention prohibition and redressal of SexualHarassment of Women at Workplace. This comprehensive policy ensures gender equality andthe right to work with dignity. The Internal Complaints Committee (ICC) is in place forredressal of complaints received relating to sexual harassment.

During FY 2019 and till the date of this report no complaint pertaining to sexualharassment was received under the provisions of the Act.

Particulars of Loans Guarantees or Investments in Securities

The details of loans guarantees and investments are provided in Note Nos. 5 and 6 tothe standalone financial statements attached with this Annual Report.

Contracts or Arrangements with Related Parties

All transactions entered by the Company during the financial year with related partiesunder the Act were in the ordinary course of business and on an arm's length basis.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 thestandalone financial statements attached to this Report.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttps://www.maxvil. com/shareholder-information/.

Risk Management

Your Company considers that risk is an integral part of its business and therefore ittakes proper steps to manage all risks in a proactive and efficient manner. The Companymanagement periodically assesses risks in the internal and external environment andincorporates suitable risk treatment processes in its strategy business and operatingplans.

There are no risks which in the opinion of the Board threaten the very existence ofyour Company. However some of the challenges faced by the Company and/or its keyoperating subsidiaries have been dealt in detail in the Management Discussion and AnalysisReport (i.e. forming part of this Annual Report) and the Letter of Offer filed by theCompany with the Stock Exchanges at the time of rights issue. A copy of the same can beaccessed at the Company's website at https://www.maxvil.com/wp-content/uploads/2018/12/Max-Ventures-and-Industries-Limited-LOF.pdf.

Vigil Mechanism

The Company has a vigil mechanism pursuant to which a Whistle Blower Policy(‘Policy') has been adopted and the same is hosted on the Company's website athttps://www.maxvil.com/ shareholder-information/.

It provides opportunities to the directors stakeholders and employees to report ingood faith about the unethical and improper practices fraud or violation of Company'sCode of Conduct. The Policy also provides for adequate safeguard against victimization ofthe whistleblowers using such mechanism. The Policy also provides for direct access to theChairperson of the Audit Committee in exceptional cases.

The Company affirms that no person was denied access to the Audit Committee on mattersrelating to the Policy during FY 2019.

Human Resources

The information required under Section 197(12) of the Act read with Rule 5(1) and Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended from time to time is given in ‘Annexure - 5'.

Particulars of Conservation of Energy Technology Absorption & Foreign ExchangeEarning and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) of the Act read 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 toconserve the energy through various means such as use of low energy consuming lightingsetc.

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

Since your Company is not an energy unit utilization of alternate source of energy maynot be feasible.

(iii) Capital investment on conservation equipment: Nil

b) Technology Absorption

Your Company is not engaged in manufacturing therefore there is no specificinformation to be furnished in this regard.

There was no expenditure on Research and during the period under review.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during FY are given below: T otal ForeignExchange earned : NIL

Total Foreign Exchange used : 162.92 Lakhs

Statutory Auditors and Auditors' Report

Pursuant to provisions of Section 139 and other applicable provisions if any of theAct M/s. S. R. Batliboi & Co. LLP Chartered Accountants (Firm Registration No.301003E) were appointed as Statutory Auditors of the Company at the first Annual GeneralMeeting held on September 27 2016 to hold office till the conclusion of the fifth AGM ofthe Company to be held in the year 2020 subject to ratification of their appointment inevery Annual General Meeting held during their tenure. In view of the Notification datedMay 07 2018 issued by the Ministry of Corporate Affairs requirement for ratification ofappointment of auditor by the shareholders is not required.

The Auditors Report annexed with this Annual Report does not contain anyqualification reservation or adverse remarks.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Directorsappointed M/s. Sanjay Grover & Associates Company Secretaries to undertake theSecretarial Audit of your Company. The Report of the Secretarial Auditor has been annexedas ‘Annexure - 6' to this Report.

In relation to the observation of the Secretarial Auditors regarding delay inappointment of a Woman Director your Directors wish to submit that following theresignation of Mrs. Sujata Keshavan Guha on July 24 2018 the Board thought it prudent toidentify and appoint a woman independent director only in her place. The process wasinitiated by the Board in August 2018 and several rounds of discussions were conductedwith prospective candidates. Considering the diverse business activities being intensivepursued by the Company there was continued emphasis to fill the position with a personpossessing the right skill set.

The Nomination and Remuneration Committee and the Board of Directors in their meetingsheld on November 13 2018 energy were intimated about the progress on finalizing acandidate for appointment of a woman independent director. Basis the discussions at themeetings on the prospective candidatures Ms. Gauri Padmanabhan was appointed as anindependent Director w.e.f. November 26 2018.

Apart from the aforesaid observation there are no other qualifications reservationsadverse remarks or disclaimers given by the Secretarial Auditor in his Report for the yearunder review and therefore hence does not call for any further comments.

Internal Auditors

During FY 2019 MGC Global Risk Advisory LLP (Formerly known as M/s. MGC & KNAVGlobal Risk Advisory LLP) were appointed as the Internal Auditors of the Company forconducting the Internal Audit of key functions and assessment of Internal FinancialControls.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation effectiveness were observed.

Further the testing of such controls was also carried out independently by theStatutory Auditors for FY 2019. In the opinion of the Board the existing internal controlframework is adequate and commensurate with the size and nature of the business of theCompany.

Reporting of Frauds by Auditors

During the year under review neither the statutory auditors nor the internal auditorsor secretarial auditors have reported to the Audit Committee under Section 143(12) of theAct any instances of fraud committed against the Company by its officers or employeesthe details of which would needs to be mentioned in the Board's Report.

Corporate Social Responsibility Policy (CSR Policy)

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company on therecommendation of Corporate Social Responsibility Committee ("CSR Committee")approved a CSR policy which is available on the website of the Company athttps://www.maxvil.com/ shareholder-information/.

The Annual Report on CSR Activities of the Company for FY 2019 is enclosed as ‘Annexure– 7' to this Report which is self-explanatory.

Cost Records

For FY 2019 the provisions of Section 148(1) of the Act relating to maintenance ofcost records does not apply to the Company.

Public Deposits

During the year under review the Company has not accepted or renewed any deposits fromthe public.

Secretarial Standards

During FY 2019 the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Act and to the best of their knowledge andbelief and according to the information and explanation provided to them your Directorshereby confirm that:

(a) in preparation of the Financial Statements the accounting standards have beenfollowed along with proper explanations relating to material departures if any;

(b) such accounting policies have been selected and consistently and judgments andestimates made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as on March 31 2019 and of the profit of the Company foryear ended on that date;

(c) proper and sufficient care has been taken for the of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor prevention and detection of fraud and other irregularities; (d) t he financialstatements have been prepared going concern basis;

(e) proper internal financial controls were in place and financial controls wereadequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions all applicable laws were inplace and were adequate and operating effectively.

Unclaimed Shares

Pursuant to the provisions of Regulation 39 of the Listing Regulations the Company hastransferred the unclaimed equity shares on July 18 2017 in the Demat Account titled as‘MAX VENTURES AND INDUSTRIES LIMITED UNCLAIMED SUSPENSE ACCOUNT'. The Equity Sharestransferred to said Unclaimed Suspense Account belong to the members who have not claimedtheir Share Certificates pertaining to the Equity Shares of the Face Value of Rs. 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 a partof the Annual Report.

Significant and/or material Orders passed by

Regulators or the Courts

There were no significant and/or material orders passed against your Company by theregulators / courts / tribunals during the year under review which may impact the goingconcern status and your Company's operations in future.

Cautionary Statement

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied in the statement depending on the circumstances.

Acknowledgements

Your Directors would like to place on record their sincere appreciation for thecontinued co-operation and contribution made by its management and employees towards thegrowth of the Company. Your Directors acknowledge with thanks the co-operation andassistance received from various agencies of the Central and State Governments FinancialInstitutions and on Banks Shareholders and all other business associates.

On behalf of the Board of Directors
Max Ventures and Industries Limited
Sahil Vachani
Managing Director and CEO
DIN: 00761695
Mohit Talwar
Date: May 22 2019 Vice-Chairman
Place: New Delhi DIN: 02394694