Your Directors take pleasure in presenting the 5th Annual Report of MaximusInternational Limited the "Company" on business and operations of Companyalong with the Audited Financial Statements for the Financial Year ended 31stMarch 2020.
01. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2020 issummarized below:
|Particulars || |
|2019- 20 ||2018-19 ||2019- 20 ||2018- 19 |
|Revenue from Operations ||498.64 ||4586.28 ||3074.43 ||5725.21 |
|Other Income ||104.09 ||80.10 ||125.44 ||125.17 |
|Total Revenue ||602.73 ||4666.38 ||3199.87 ||5850.38 |
|Cost of material consumed ||384.37 ||4410.45 ||2465.91 ||5310.82 |
|Changes in inventories to finished goods and stock in trade || || ||(55.40) ||(0.02) |
|Employee benefits expense ||36.16 ||29.28 ||168.48 ||41.63 |
|Finance Cost ||28.70 ||44.00 ||70.07 ||48.28 |
|Depreciation and amortization expense ||22.13 ||15.70 ||47.93 ||15.70 |
|Other expenses ||57.86 ||69.44 ||196.09 ||99.20 |
|Total expenses ||529.22 ||4568.87 ||2893.07 ||5515.61 |
|Profit /(Loss) before Tax ||73.51 ||97.51 ||306.80 ||334.77 |
|Less: Tax Expenses || || || || |
|Current Tax ||1943 ||?4.9? ||1943 ||?4.9? |
|Deferred Tax ||(270) ||0.16 ||16.72 ||0.16 |
|Proft/(loss) before share in Associate for the year ||56.78 ||72.44 ||270.65 ||309.69 |
|Share of Loss from Associate ||N.A ||N.A || ||(123.02) |
|Net profit/(loss) for the year ||56.78 ||72.44 ||270.65 ||186.67 |
|Other Comprehensive income / (loss) (net of tax) ||16.77 ||16.99 ||9.04 ||48.83 |
|Total Comprehensive income / (loss) for the year ||73.55 ||89.42 ||279.69 ||235.50 |
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS Operational Highlights
The Company is engaged in the business of importing and exporting lubricant oilsdifferent types of base oils and other chemical products used mainly in the AutomobileIndustry Power Industry and Metal manufacturing among others. The Company acts as aMerchant Exporter and Sourcing Company with a niche focus on lubricants & base oilsand also started trading in plastic additives used for master batch and certain agrorelated products.
Standalone Financial Performance:
Total revenue from operations on a standalone basis for the current year is ' 498.64Lakh as against ' 4586.28 Lakh in the previous year.
Net profit for the current year is ' 56.78 Lakh as against ' 72.44 Lakh in the previousyear.
Earnings per share stood at ' 0.45 on face value of ' 10 each.
Consolidated Financial Performance :
Total revenue from operations on a consolidated basis for the current year is ' 3074.43Lakh as against ' 5725.21 Lakh in the previous year.
Net Profit for the current year is ' 270.65 Lakh as against ' 186.67 Lakhs in theprevious year.
Earnings per share stood at ' 1.99 on face value of ' 10 each.
Effects of COVID -19 on the business of the Company
The Directors have been closely reviewing with the Management the impact of COVID-19on the Company. Your Company's office premises remained shut from March 23 2020 due tolockdown and partially reopened w.e.f. May 18 2020 which has impacted its operationsduring April and May' 2020. Some of the Company's pending orders are on hold as perrequirements of buyers. However upon opening of office we commenced process of executionof pending transactions.
The Management is in constant touch with its suppliers on the evolving situation andare making all efforts to service their requirements with minimal delays. Projecting theCOVID 19 impact and as a proactive measure the Company has identified the alternatedsuppliers from different countries in the month of February and March-2020. The Companyhas catered to many of recent orders from such suppliers. Such proactive measures havesubsumed effect of COVID 19 on Company's supply chain management.
The Company's Wholly-owned Subsidiaries viz. Maximus Global FZE in Sharjah - UAE andMX Africa Limited in Nairobi - Kenya are operating close to normal. The situation createdby Covid-19 continues to hold some uncertainties for the future; however the Board andthe Management will do it's best to address the same as the situation evolves in theinterests of all stakeholders of the Company.
During the year under review there has been no change in the nature of the business ofthe Company. Further there were no significant and material order passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
03. MATERIAL CHANGES AND COMMITMENTS
There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report except for the impactarising out of COVID-19 which is detailed elsewhere in this Report.
The Management has considered it prudent to plough back the profits into the businessin view of proposed working capital requirement for future growth prospects as such yourDirectors have decided not to recommend any dividend for the year.
05. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31 stMarch 2020 the Company does not proposeto carry any amount to Reserve Account.
06. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and its subsidiaries are preparedin accordance with Section 133 and other applicable provisions of the Companies Act 2013as well as the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015together with Auditors' Report thereon form part of this Annual Report.
07. SHARE CAPITAL
During the year under review there was no change in Authorised Issued Subscribed andPaid-up Share Capital of the Company. The Company has not issued any equity shares withdifferential rights during the year.
During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.
09. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors retiring by rotation:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Raval Managing Director of the Company retires byrotation and offers himself for re- appointment.
Appointment of Director:
The Board through Board Meeting held on 13th November 2019 provisionallyappointed Mr. Anand Muley as an Additional Director in the category of non-executiveIndependent Director from the date on which he will be allotted Director IdentificationNumber (DIN) by the Ministry of Corporate Affairs New Delhi and accordingly he shallhold his office from that date onwards up to the next Annual General Meeting to be heldpertaining to the financial year ending on 31st March 2020 and subsequently hehas been appointed w.e.f. 20th November 2019 as an Additional Director in thecategory of non-executive Independent Director as he has been allotted DirectorIdentification Number (DIN) by the Ministry of Corporate Affairs New Delhi.
The Board of Directors appointed Mr. Paresh Thakkar (DIN: 08265981) Chief FinancialOfficer of the Company as an Additional Director and also as an Executive Director w.e.f17th August 2020.
Resignation of Director:
During the year under review Mr. Murali Krishnamoorthy (DIN: 06929357) has resignedfrom the post of non-executive Independent Director of the Company with effect from 12thApril 2019. The Board expresses its sincere appreciation for his services rendered to theCompany as a Director of the Company.
During the year under review Mrs. Mansi Desai (DIN: 07289820) has resigned from thepost of non-executive Independent Director of the Company w.e.f. 13th August2019. The Board expresses its sincere appreciation for her services rendered to theCompany as a Director of the Company.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company:
Mr. Deepak Raval - Chairman & Managing Director
Mr. Paresh Thakkar - Chief Financial Officer
Ms. Dharati Shah - Company Secretary
The details of the number of Board Meetings and meetings of various Committees aregiven in the Annexure: 1 Corporate Governance Report. The intervening gap betweenthe meetings was within the time period prescribed under the Companies Act 2013. Theformation and term of reference of various Committees are also given in the CorporateGovernance Report.
The requisite certificate from M/s. H. M. Mehta & Associates Practicing CompanySecretaries confirming compliance with the conditions of corporate governance asstipulated under the Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to the Corporate Governance Report.
11. DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors of the Company have given their respective declaration asrequired under Section 149(7) of the Companies Act 2013 to the effect that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.
12. REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. This policy is posted on the website of Company. The web-Link for the same ishttp://www.maximusinternational.in/assets/files/Nomination_and_Remuneration_Policy.pdf
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andsuch financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Provisions of Section 135 of the Companies Act 2013 relating to the Corporate SocialResponsibility initiatives are not applicable to the Company.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. A statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Note No. 38 in the Accounting Policiesto the Financial Statement which sets out related party disclosures as prescribed underAccounting Standard 18. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014are given in Form AOC-2 annexed as Annexure: 2 and the same forms part ofthis report.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website. The web link for the same ishttp://www.maximusinternational.in/assets/files/Policy_on_Related_Party_Transactions.pdf
16.1 STATUTORY AUDITORS
M/s. CNK & Associates LLP Chartered Accountants Vadodara were appointed asStatutory Auditors for a period of 5 years in the Annual General Meeting (AGM) held on 15thSeptember 2016 i.e. up to the conclusion of the AGM to be held in relation to thefinancial year ending on 31st March 2021 subject to ratification of theirappointment by Members at every AGM if so required under the Act. The requirement toplace the matter relating to appointment of auditors for ratification by Members at everyAGM has been done away by the Companies (Amendment) Act 2017 with effect from 7thMay 2018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM and a note in respect of same has been included inthe Notice for this AGM.
16.2 SECRETARIAL AUDIT
Mr. Hemang M. Mehta Proprietor of M/s. H. M. Mehta & Associates PracticingCompany Secretaries has been appointed as Secretarial Auditors under provisions of Section204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 to undertake the Secretarial Audit for the FinancialYear 2019-20. The Secretarial Audit Report is annexed herewith as Annexure: 3.
16.3 INTERNAL AUDITORS
M/s. D. P Consultancy Accounting Consultants has been appointed as Internal Auditorsunder Section 138 of the Companies Act 2013 read with the Rule 13 of the Companies(Accounts) Rules 2014.
17. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Secretarial auditors' report contain following qualification reservation oradverse remark as follows:
1. The Company has not filed form FC-GPR in relation to issue and allotment of equityshares to Non-Resident Indians in its maiden public issue and bonus issue of shares.
In relation to filing of Form FC-GPR in respect of public issue and bonus issue ofshares the Company was under the impression that the NonResident Indians in its maidenpublic issue and bonus issue of shares had applied on Non-Repatriation basis. However theCompany has approached the concerned Agencies and sought necessary information related tothese NRI Applicants and accordingly the Company will take suitable action for reportingto the RBI.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No: 40 to the Standalone FinancialStatements.
19. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 is furnishedin Annexure: 4 and is attached to this Report.
In compliance with section 134(3)(a) of the Companies Act 2013 MGT 9 is uploaded onCompanies website and can be accessedhttps://www.maximusinternational.in/assets/files/Form_MGT-9_2019-20.pdf
20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last year.
21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY The Company does not have any Risk Management Policy as the elements ofrisk threatening the Company's existence are very minimal.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure: 5 of the Annual Report.
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company did not receive any sexual harassment complaint/s during the periodunder review. A copy of the said policy is available on the website of the Company. Theweb link for the same ishttp://www.maximusinternational.in/assets/files/Policy_on_Prevention_of_Sexual_Harassment_at_Workplace.pdf
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure:6.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.
Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 isnot required.
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism and adopted a vigil mechanism policy forits directors and employees in order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior. This policy is posted on thewebsite of Company. The web-Link for the same ishttp://www.maximusinternational.in/assets/files/Vigil_Mechanism.pdf
28. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 52017.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccountthe views of executive directors and non executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report forthe year under review as stipulated underRegulation 34(2) (e) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 is presented in Annexure:7 and the same is for the part of thisreport.
30. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the report on Business Responsibility Report (BRR) is not mandatorilyapplicable to our Company hence not annexed with Annual Report.
31. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2020 your Company has following Subsidiaries/ Step downSubsidiaries.:
1. Maximus Global FZE - Wholly owned Subsidiary - in Sharjah - UAE
2. MX Africa Limited - Wholly owned Subsidiary - in Nairobi - Kenya
3. Maximus Lubricants LLC (Formerly known as Pacific Lubricants LLC) - Step downSubsidiary w.e.f 01.01.2020 - in RAK - UAE
(Subsidiary of Maximus Global FZE)
4. Quantum Lubricants (E.A) Limited - Step down Subsidiary w.e.f 01.12.2019 - inNairobi - Kenya (Subsidiary of MX Africa Limited)
The statement containing salient features of financial performance of Subsidiaries inForm AOC-1 is furnished in Annexure: 8 and attached to this report.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks and statutory authorities and other agenciesassociated with the Company during the period under review.
|For and on behalf of the Board of Directors For Maximus International Limited |
|SD/- ||SD/- |
|Deepak Raval ||Niharkumar Naik |
|Chairman & Managing Director ||Independent Director |
|DIN: 01292764 ||DIN: 08302107 |
Place: Registered Office: 504A OZONE
Dr. Vikram Sarabhai Marg