You are here » Home » Companies » Company Overview » Maximaa Systems Ltd

Maximaa Systems Ltd.

BSE: 526538 Sector: Others
NSE: N.A. ISIN Code: INE161B01036
BSE 00:00 | 13 Dec Maximaa Systems Ltd
NSE 05:30 | 01 Jan Maximaa Systems Ltd
OPEN 0.81
PREVIOUS CLOSE 0.84
VOLUME 139576
52-Week high 2.25
52-Week low 0.76
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.81
CLOSE 0.84
VOLUME 139576
52-Week high 2.25
52-Week low 0.76
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Maximaa Systems Ltd. (MAXIMAASYSTEMS) - Director Report

Company director report

To

The Members

Maximaa Systems Limited

Your Directors have pleasure in presenting their 29thAnnual Report on thebusiness and operations of the Company and Audited Accounts for the financial year ended31st March 2019.

1. FINANCIAL RESULTS & OPERATIONS:

The summarized financial performance of the Company for the financial year ended 31stMarch 2019 as compared to previous year is as under: compared to previous year is asunder:

(Rs in Lakhs)

Standalone

Consolidated

PARTICULARS For the Year ended 31st March 2019 For the Year ended 31st March 2018 For the Year ended 31st March 2019 For the Year ended 31st March 2018
Revenue from Operations 1115.49 1217.35 1126.68 1222.184
Other Income 48.60 19.41 48.60 20.38
Total Revenue 1164.09 1236.76 1175.276 1242.565
Total Expenditure 1163.24 1236.51 1198.90 1269.03
Exceptional Items - - - -
Profit / Loss before Tax 0.85 0.25 (23.63) (26.47)
Tax Expenses / Benefits - - - -
Profit / Loss after Tax for the year 0.85 0.25 (23.63) (26.47)
Other Comprehensive Income 0.00 0.00 0.00 0.00
Total Comprehensive Income 0.85 0.25 (23.63) (26.47)
Basic EPS 0.0005 0.052 (0.04) (0.05)
Diluted EPS 0.0005 0.052 (0.052) (0.436)

2. FINANCIAL HIGHLIGHTS / PERFORMANCE:

a. Standalone Results:

During the financial year 2018-19 under review as per Standalone Financial Results theCompany has recorded decreased in operating revenue by 101.86 lakhs compared with theoperating revenue of previous year. Profit & Loss before Tax has been increased by Rs.0.6 Lakhs and Profit & Loss after Tax have decreased by 0.6 Lakhs compared with thePBT of previous year 2017-18.

b. Consolidated Results:

During the financial year 2018-19 under review as per Consolidated Financial Resultsthe Company has recorded decreased in operating revenue by 95.50 lakhs compared with theoperating revenue of previous year. Profit & Loss Before Tax has been increased by Rs.2.84 Lakhs and Profit & Loss after Tax have decreased by 2.84 compared with the lossof previous year 2017-18.

3. DIVIDEND:

The Board of Directors did not recommend any dividend for the year ended 31stMarch 2019.

4. SHARE CAPITAL:

During the financial year 2018-19 Company has allotted 7415000 Equity Shares of facevalue of Rs. 2/- each issued at Rs. 8.25/- per equity share including premium of Rs.6.25/- per equity share to Promoter and Non-Promoters of the Company and 4715000Convertible Equity Warrants of the face value of Rs. 2 each were allotted to Non-Promotersof the Company on preferential basis at the issue price of Rs. 8.25/- per warrantsincluding premium of Rs. 6.25/- per warrants.

After the allotment of equity shares and warrants during the year as on 31stMarch 2019 the paid up share capital of the Company stood at Rs.116002510 /-(RupeesEleven Crores Sixty Lakhs Two Thousands Five Hundred and Ten Only) divided into58001255 (Five Crores Eighty Lakhs One Thousand Two Hundred and Fifty Five Only) Equityshares of Rs. 2/- (Rupees Two) each.

5. RESERVES:

The Board proposes to carry Reserves of Rs. 739.03 Lakhs.

6. BRIEF DESCRIPTION OF THE COMPANY'S WORKINGS / STATE OF COMPANY'S AFFAIRS:

Segment Information for the year ended 31st March 2019:

Particulars

Storage Systems Division

Pharma Division

Current Year Previous Year Current Year Previous Year
SEGMENT REVENUE
Sales 863.17 879.30 252.32 229.21
Other Income 0.34 19.10 48.25 0.31
Net Sales/Income From Operations 863.52 898.40 300.57 229.52
SEGMENT RESULT
Profit before Tax Depreciation & Interest 20.33 (52.19) 145.90 61.81
Less : Depreciation 13.6 14.00 150.85 48.00
Profit After Depreciation 6.69 (66.19) (4.95) 13.81
Less : Interest 0.01 0.057 0.87 1.86
Profit before ExtraOrdinary Item 6.67 (66.25) (5.82) 11.95
Less: Extra-Ordinary Items 0 0 0 0
Less: Provision for Taxation 0 0 0 0
NET PROFIT 6.67 (66.25) (5.82) 11.95
OTHER INFORMATION
Segment Assets 1622.90 1323.300 2449.09 1764.400
Segment Liabilities 1564.98 1543.850 2507.00 1896.730

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been no material changes and commitment affecting the financial position ofthe Company which have occurred between the end of the Financial year of the Company towhich the Financial Statements relate and the date of the Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators / courts thatwould impact the going concern status of the Company and its future operations.

9. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the Financial Yearended 31st March 2019.

10. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

Company has an Internal Financial Control System commensurate with the size scale andcomplexity of its operations. Company has adopted proper system of Internal Control andRisk Management to ensure that all assets are safeguarded and protected against loss fromunauthorised use or disposition and that the transactions are authorized recorded andreported quickly.

The Board of Directors have developed & implemented a risk management policy whichidentifies the key elements of risks that threatens the existence of the Company. TheAudit Committee reviews the status of key risks and steps taken by the Company to mitigatesuch risks at regular intervals.

11. PUBLIC DEPOSITS:

Your Company has not accepted any fixed deposits as defined under Section 73 ofCompanies Act 2013 and rules framed thereunder.

12. BOARD OF DIRECTORS AND KMP:

Retirement by rotation:

In accordance with the provisions of Section 152(6) and the Articles of Association ofthe Company Mr. Manoj Shah (DIN: 00017594) will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer himself forre-appointment. The Board recommends his re-appointment.

Appointments / Resignations from the Board of Directors:

Resignation:

During the financial year 2018-19 under review no resignation was made by anydirectors of the Company.

Appointment:

During the year under review Dr. Pratichi Jeet Mavani was regularized on theBoard from the designation of Additional Director to Non-Executive Independent WomanDirector of the Company at the 28th AGM held on 29th September2018.

Declaration of Independent Directors:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Company's policy relating to directors appointment payment of remuneration anddischarge of their duties:

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and alsoremuneration for Key Managerial Personnel and other employees is attached herewith andmarked as 'Annexure III'.

Appointments / Resignations of the Key Managerial Personnel:

During the financial year 2018-19 Mr. Praveen Sethia was resigned from thepost of CFO (Chief Financial Officer) of the Company i.e. w.e.f. 31stOctober 2018 and in his place Mr. Hemant Khatri was appointed as the CFO(Chief Financial Officer) of the Company i.e. w.e.f 14th November 2018.

Annual Performance Evaluation by the Board:

Pursuant to the provisions of the Section 134(3) Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Stakeholders' Relationship Committees. The Boardhas devised questionnaire to evaluate the performances of each of Executive andNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of thedirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance at Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

13. MEETINGS OF THE BOARD:

The Board of Directors met 12 times during the financial year 2018-19 underreview. The details of the Board meetings and attendance of the directors are provided inthe Corporate Governance Report annexed as form part of Annual Report.

14. COMPOSITION OF AUDIT COMMITTEE:

The Board has re-constituted the Audit Committee which comprises of 3 Non-ExecutiveIndependent Directors and 1 Executive Director as under:

Sr. No Name of the Members Designation Chairman / Member
1 Mr. Viral Chitalia Non-Executive Independent Director Chairman
2 Mr. Mayur Shah Executive Director Member
3 Mr. Samir Kumar Mapara Non-Executive Independent Director Member
4 Dr. Pratichi Mavani Non-Executive Independent Woman Director Member

More details on the Committee are given in the Corporate Governance Report which formspart of this Annual Report.

15. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behavior in all its operations the company had formulated a 'VigilMechanism Policy' in addition to the existing code of conduct that governs the actions ofits employees. This Whistleblower Policy aspires to encourage all employees to reportsuspected or actual occurrence(s) of illegal unethical or inappropriate events (behaviorsor practices) that affect Company's interest / image.

A copy of the Policy is available on the website of the Company and may be accessedthrough the web link http://www.maximaagroup.com/ regulatory-compliance.htm.

16. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act 2013 anextract of the Annual Return as at March 31 2019 in the prescribed format is given in Annexure-1 and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(5) read with section 134(3) (c) of theCompanies Act 2013 with respect to Directors Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2018 and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF MANAGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Companies Act 2013 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked as 'Annexure-IV'.

19. STATUTORY AUDITORS:

As per the provisions of section 139 of the Companies Act 2013 and rules madethereunder M/s. C.D. Khakhkhar & Co. Chartered Accountants [Firm Registration No.141767] Statutory Auditor of the Company was appointed by the Board and aforesaidappointment was approved by the Members of the Company at its Annual General Meeting heldon 30th September 2016 for the period of 5 years from the conclusion of AGMheld on 30th September 2016 till the conclusion of AGM will be held in thefinancial year 2021-22 subject to the ratification by the Members of the Company at everyAnnual General Meeting on such remuneration as may be agreed upon. And the aforesaidratification of appointment of statutory auditor at every Annual General Meeting ispresently not necessary as per the recent notification and Companies Amendment Act 2017.

20. SUBSIDIARY COMPANY:

Company had one subsidiary company i.e. Proyurveda Lifescience Private Limited. Duringthe financial year 2018-19 the Board of Directors has reviewed the affairs of thesubsidiary company in accordance with the provisions of Section 129(3) of the CompaniesAct 2013 we have prepared Consolidated Financial Statements of the Company and itssubsidiary which form part of the Annual Report. Further a statement containing thesalient features of the financial statements of the subsidiary in the prescribed format AOC-1is attached herewith and marked as 'Annexure V'. The statement also providesthe details of performance and financial position of subsidiary company.

In accordance with the provision of Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary are available on ourwebsite www.maximaagroup.com These documents will also be available for inspection at theregistered office of the Company and of the subsidiary company during business hours onall working days and during the Annual General Meeting.

21. AUDITOR'S REPORT:

Auditor's Report is self-explanatory and do not call for any explanation andclarification by directors.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013:

All the related party transactions are entered into during the financial year underreview were in ordinary course of business and on an arm's length basis. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. prior omnibus approval of the Audit Committee is also obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are placed before the Audit Committee and theBoard of Directors for their review and approval on a quarterly basis.

The details of the transactions with Related Party are provided in the accompanyingfinancial statements in Form AOC-2 as Annexure VII.

24. SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act 2013 the Board of Directors hadre-appointed Mr. Kunjal Dalal (K. Dalal & Co) Practicing Company Secretaries(M. No; 3530 CP No: 3863) as a Secretarial Auditor to undertake the Secretarial Auditof the Company for the year 2018-19. The report of the Secretarial Auditor is annexed withthis Annual Report.

25. INTERNAL AUDITORS:

The Company has appointed M/s. NPV & Associates Chartered AccountantsMumbai as its Internal Auditors. The Internal Auditors give their reports onquarterly basis to the Audit Committee. Based on the report of internal audit managementundertakes corrective action in respective areas and thereby strengthens the controls.

26. CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance requirements as per theRegulation 27 of SEBI (LODR) Regulations 2015. A separate report on Corporate Governancealong with a Certificate of Compliance from the Auditors annexed as a forms part of thisAnnual Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report of financial condition and results ofoperations of the Company for the year under review as required under Clause 49 of theListing Agreement entered with the Stock Exchanges is given as separate statement formingpart of the Annual Report.

28. REMARKS ON QUALIFICATION BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

Statutory Auditor's Report does not have any qualification / observation / adverseremark and is selfexplanatory.

With respect to the observations made by Secretarial Auditor in their report we wouldlike to state an under:

Company has not produced before us the proof of dispatch of notice of Board meetingdated 17.05.2018 19.05.2018 and 22.05.2018.

As per records produced before us the notice of board meeting dated 16.05.2018 and30.05.2018 is not sent to all the directors of the company.

Company has not produced before us the proof of meeting of independent directors asrequired under Companies Act and SEBI Regulations.

Company has not filed form MGT-7 (Annual Return) and Form AOC-4 (financial Statements)for the year ended 31/03/2018 within stipulated time as required under the Companies Act2013.

Company has not obtained in principle approval from Metropolitan Stock Exchange fortrading of its securities on stock exchange as required under Regulation 107 (1) & 108(2) of SEBI (ICDR) Regulations 2009.

29. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and reddressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andReddressal) Act 2013 and the Rules thereunder. There was no complaint on sexualharassment during the year under review.

30. LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE) under the script code 526538and is also listed on MSEI under the Symbol MAXIMAA. The Company haspaid listing fees to its Stock Exchanges for the financial year 2018-19.

31. STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the registered office of the company during business hours of the company up to thedate of ensuing Annual General Meeting. If any member is interested in inspecting thesame such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the financial year 2017-18.

B. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as AnnexureVI and forms part of this Report.

32. INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

33. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Reportmay be forward looking within the meaning of the applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Certain factors that could affect the Company's operations include increase in price ofinputs availability of raw materials changes in government regulations tax lawseconomic conditions and other factors.

34. ACKNOWLEDGMENTS:

Your Directors would like to express their sincere appreciation for the cooperation andassistance received from the Authorities Stock Exchanges Registrar and Share TransferAgents Business Associates employees customers suppliers company's bankers as well asour Shareholders at large during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in the satisfactoryperformance during the year.

For and on behalf of the Board
Maximaa Systems Limited
Sd/-
Mr. Manoj Shah
Chairman and Managing Director
Place: Valsad DIN:00017594
Date: 30.05.2019

.