To The Members
Your Directors take great pleasure in presenting the 3d Annual Report ofMaximus International Limited the "Company" on business and operations ofCompany along with the audited financial statements for the financial year ended 31stMarch 2018.
01. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31s March 2018 issummarized below:
(? in Lakh)
| || |
|Particulars ||2017-18 ||2016-17 ||2017-18 ||2016-17* |
|Revenue from Operations ||2180.06 ||1028.52 ||3308.18 || |
|Other Income ||54.01 ||4.05 ||20.58 || |
|Total Revenue ||2234.07 ||1032.57 ||3328.76 || |
|Less: Expenses before Finance Cost and Depreciation ||2155.77 ||957.85 ||3150.79 || |
|Less: (a) Finance Cost ||14.67 ||10.21 ||5.48 || |
|(b) Depreciation ||10.30 ||2.84 ||10.30 || |
|Profit /(Loss) before Tax ||53.33 ||61.67 ||162.19 || |
|Less: Tax Expenses || || || || |
|Current Tax ||12.82 ||21.33 ||12.82 || |
|Deferred Tax ||2.18 ||0.25 ||2.18 || |
|Income Tax earlier year written back || ||(0.04) || || |
|Profit/(loss) for the year ||38.33 ||40.13 ||147.19 || |
* Not applicable
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of importing and exporting lubricantoils different types of base oils and other chemical products used mainly in theAutomobile Industry Power Industry and Metal manufacturing among others. The Company actsas a Merchant Exporter and Sourcing Company with a niche focus on lubricants and base oilsand also started trading in plastic additives used for master batch and certain agrorelated products. Its's Subsidiary Company namely Maximus Global FZE engaged in thesimilar activity.
The Total revenue from operations on a standalone basis for the Current year is?2180.06 Lakhin comparison to Last year's revenue i.e. ?1028.52 Lakh.
The Total revenue from operations on a consolidated basis for the Current yearis? 3308.18 Lakh.
The Profit in the Current year is ? 38.33 Lakh comparing to? 40.13 Lakh in thelast year.
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
Following material changes and commitments affecting the financial position of theCompany occurred between the ends of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
Set up of wholly owned Subsidiary:
Your Directors are pleased to inform that as a strategic decision your Company has setup on ll"1 May 2018 its' Wholly Owned Subsidiary (WOS) namely MXAfrica Limited in Nairobi (Kenya). This WOS will be engaged in marketing &distribution of various products.
Appointment of Director:
The Board at its meeting held on 29" May 2018 appointed Mr. MuraliKrishnamoorthy as Additional Director on the Board.
Resignation of Director:
Mr. Gaurang Sanghavi has resigned as Director of the Company with effect from 29' May2018.
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 forthe year.
05. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31" March 2018 the Company does not propose tocarry 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 Financial Year 2017-18 the Company has increased its Share Capital onfollowing occasions:
(i) Authorized Share Capital
During the year under review the Company has increased its Authorized Share capitalfrom the existing Rs 55000000 ( Rupees Five Crore Fifty Lac ) to Rs. 70000000 (Rupees Seven Crore) to enable the Company to extend its further investment in its WhollyOwned Subsidiary viz: Maximus Global FZE-UAE for their working capital needs and alsoneeds fund for its own other general business purposes etc.
(ii) Paid up Share Capital:
During the Financial Year 2017-18 the paid up share capital of the Company has beenincreased on the following occasion:
The paid up share capital of the Company has been increased from Rs.52060000/- to Rs. 62860000/- pursuant to the Preferential issue of 1080000 equityshares of the face value of Rs. 10/- each at a Price of Rs. 27.50/- per equity share.
During the year under review your Company has not accepted any deposit from anyonewithin the meaning of Section 73 of the Companies Act 2013 and Companies (Acceptance ofDeposit) Rules 2014.
09. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Directors retiring by rotation:
All the Directors of the Company are Independent Directors so none of the Directorsliable to retire by rotation.
KEY MANAGERIAL PERSONNEL
Mr. Deepak Raval has ceased as Managing Director of the Company as he is disqualifiedby MCA Notification from being appointed as a Director under Section 164(2) (a) andvacated the office under Section 167(1) (a) of the Companies Act 2013.
Mr. Deepak Raval has been appointed as Chief Executive Officer (CEO) of the Companywithout any remuneration in the meeting of Board of Directors held on 101February 2018.
The details of the number of Board Meetings and meetings of various Committees aregiven in the Annexure: 1 Corporate Governance Report. The intervening gap between themeetings 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 Practising 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
Mr. Vikesh Jain and Mrs. Mansi Desai independent Directors of the Company have giventheir respective declaration as required under Section 149(7) of the Companies Act 2013to the effect that they meet the criteria of independence as provided in Section 149(6) ofthe Companies Act 2013.
12. 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 detectingfraud 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.
13. 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.
14. 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.26 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 of this report.
15.1 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 on15"'September 2016 i.e. up to the conclusion of the AGM to be held in relation tothe financial year ending on 31s' March 2021. The said Auditors will carry outthe Audit pertaining to financial year 2018-19 on the terms of remuneration to be decidedmutually. The Company has received a certificate from the above Auditors to the effectthat they are eligible to continue to act as Auditors of the Company in accordance withthe provisions of Section 141 of the Companies Act 2013.
15.2 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 2017-18. The Secretarial Audit Report is annexed herewith as Annexure: 3.
15.3 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.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BYTHE AUDITORS ANDTHE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. The report of Secretarial Auditor isgiven as an Annexure: 3 which form part of this report.
17. 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: 29 to the Standalone FinancialStatements.
18. 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.
19. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION 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.
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
21. 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.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Sectionl97(12) read with Rule5 (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.
23. 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.
24. 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 2014isfurnished in Annexure:6.
25. 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 is notrequired.
26. 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 also posted onthe website of Company.
27. ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 mandates theBoard's performance evaluation for every listed Company. The Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholder Relationship Committee. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the 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 isforthe part of this report.
29. 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.
30. SUBSIDIARIES JOINT VENTU RES AND ASSOCIATE COMPANIES
As on 31s' March 2018 your Company has following Subsidiary Company:
1. Maximus Global FZE (Wholly owned Subsidiary-in Sharjah-UAE)
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.
|Place: Registered Office: 504A OZONE || |
For and on behalf of the Board of Directors For Maximus International Limited
|Dr. Vikram Sarabhai Marg |
Deepak Raval Chief Executive Officer
Murali Krishnamoorthy Additional Director DIN:06929357