Maximus International Ltd.
|BSE: 540401||Sector: Others|
|NSE: N.A.||ISIN Code: INE544W01013|
|BSE 15:40 | 18 Jan||104.00||
|NSE 05:30 | 01 Jan||Maximus International Ltd|
|Mkt Cap.(Rs cr)||131|
|Mkt Cap.(Rs cr)||130.73|
Maximus International Ltd. (MAXIMUSINTERNA) - Director Report
Company director report
Your Directors take pleasure in presenting the 6th Annual Report of MaximusInternational Limited the "Company" on business and operations of Companyalong with the Audited Standalone and Consolidated Financial Statements for the FinancialYear ended 31st March 2021.
01. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March2021 on a Standalone and Consolidated basis is summarized below:
(Rs. in Lakh)
02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of importing and exportinglubricant oils different types of base oils and other chemical products used mainly inthe Automobile Industry Power Industry and Metal manufacturing among others. The Companyacts as a Merchant Exporter and Sourcing Company with a niche focus on lubricants &base oils and also started trading in plastic additives used for master batch and certainagro related products.
Company's two wholly owned subsidiaries Viz: Maximus Global FZE(Sharjah-UAE) & MX Africa Limited (Nairobi-Kenya) having production facilitiesengaged in manufacturing of lubricant oils various base oils and chemical products.
Standalone Financial Performance
Revenue from operations on a standalone basis for the current year isRs. 470.18 Lakhs as against Rs. 498.64 Lakhs in the previous year.
Net profit for the current year is Rs. 24.40 Lakhs as against Rs. 56.78Lakhs in the previous year.
Earnings per share stood at Rs. 0.19 on face value of Rs. 10 each.
Consolidated Financial Performance
Revenue from operations on a consolidated basis for the current year isRs. 5247.06 Lakhs as against Rs. 3074.43 Lakhs in the previous year.
Net Profit for the current year is Rs. 353.22 Lakhs as against Rs.270.65 Lakhs in the previous year.
Earnings per share stood at Rs. 2.48 on face value of Rs. 10 each.
Effects of COVID -19 on the business of the Company
As we are aware year 2020 and 2021 have witnessed major effects ofCOVID 19's spread on society and the global economy. Many countries witnessed majorproblems resulting in partial (in some cases complete) lock-downs thereby hamperingproduction supply and employment. However our team has taken key steps in mitigatingmost of these challenges.
Teams across functions and countries confronted challenges posed by thepandemic with such resilience agility and responsiveness that would make you proud. Be itpartial or complete lockdown the teamwork was precise. Complying with local laws andprotocols production planning and execution ensured meeting customers' requirements beit small or big. Supply Chain Team ensured adequate availability of Resources tofacilitate production filling packing and logistics. Be it Human Resources Management orCustomer Relationship Management or Creditors' Management or Stakeholders Management newlessons were learnt and appropriate strategies were adopted.
While the pandemic induced business downturns and economic slowdownreduced the demand and increased the vulnerability of supply chain as well as Forexfluctuations our Teams ensured a decent performance amidst such chaos with completesupport and understanding with all customers and stakeholders. The goodwill created insuch testing times will ensure and facilitate higher growth in the coming years. Duringthis unprecedented year we continued to prioritize the health and wellbeing of ouremployees through multiple safety measures. We have ensured continuation of services ofall employees allowed them to work from home whenever required kept their personalrevenue stream flowing without any interruption and ensured that their morale was kepthigh. The relationship with our Supply Chain Partners saw a new high which would enableus to pursue the growth path that we envision in coming years. The challenge proved to bea blessing in disguise to have found new partners too in this sphere which is an asset.These new partnerships also enabled us to make our supply chain flexible counteringchallenges faced by lack of supplies.
Finally during the year under review there was no material change inthe nature of business of the Company. Further there were no significant and materialorder passed by the regulators courts or tribunals impacting the going concern status andCompany's operations in future. Our stronger than ever financial position and balancesheet secured stakeholder's interest to invest for sustainable growth and long term valuecreation of business.
03. MATERIAL CHANGES AND COMMITMENTS
There has been no material change and commitment affecting thefinancial performance of the Company which occurred between the end of the Financial Yearof the Company to which the financial statements relate and the date of this Report.
The Management has considered it prudent to plough back the profitsinto the business in view of proposed working capital requirement for future growthprospects as such your Directors have decided not to recommend any dividend for the year.
05. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THECOMPANIES ACT 2013
For the financial year ended 31st March 2021 the Company does notpropose to carry any amount to Reserve Account.
06. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company and itssubsidiaries are prepared in accordance with Section 133 and other applicable provisionsof the Companies Act 2013 as well as SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 together with Auditors' Report thereon form part of thisAnnual Report.
07. SHARE CAPITAL
During the year under review there was no change in AuthorisedIssued Subscribed and Paid-up Share Capital of the Company. The Company has not issuedany equity shares with differential rights during the year.
During the year under review your Company has neither accepted norrenewed any deposits from the public within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
09. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director liable to retire by rotation
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Deepak Raval (DIN: 01292764) ManagingDirector of the Company retire by rotation at the ensuing Annual General Meeting("AGM") of the Company and being eligible offer himself for re-appointment.
Re-appointment of Managing Director
The prevailing 5 (five) year term of Mr. Deepak Raval (DIN: 01292764)as a Managing Director of the Company which commenced from 7th October 2016 shall expireon 6th October 2021. Based on the recommendation of the Nomination and RemunerationCommittee the Board approved re-appointment of Mr. Deepak Raval as a Managing Directorliable to retire by rotation for a further term of 5 (five) years w.e.f. 7th October 2021without any remuneration who is currently Whole time Director and Company Secretary ofOptimus Finance Limited which is Holding Company. The Board recommends his reappointmentto the shareholders.
The Board through Circular Resolution dated 05.10.2020 appointed Mr.Murali Krishnamoorthy (DIN: 06929357) as Additional Director in the category ofnon-executive Independent Director with effect from 12th October 2020 who holds officeupto the conclusion of the 6th AGM of the Company. Based on the recommendation of theNomination and Remuneration Committee and considering his knowledge expertise andexperience the Board recommends to the shareholders for his appointment at the ensuingAGM for a second term of 5 (five) consecutive years with effect from 12th October 2020 to11th October 2025.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel of the Company as on 31st March 2021:
Mr. Deepak Raval - Chairman & Managing Director
Mr. Paresh Thakkar - CFO & Whole time Director
Ms. Dharati Shah - Company Secretary
There was no change in Key Managerial Personnel during the year underreview.
The details of the number of Board Meetings and meetings of variousCommittees are given in the Annexure: 1 Corporate Governance Report. The intervening gapbetween the meetings was within the time period prescribed under the Companies Act 2013.The formation and term of reference of various Committees are also given in the CorporateGovernance Report.
The requisite certificate from M/s. H. M. Mehta & AssociatesPracticing Company Secretaries confirming compliance with the conditions of corporategovernance as stipulated under the Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached to the Corporate Governance Report.
11. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given theirdeclarations to the Company under Section 149(7) of the Companies Act 2013 that they meetthe criteria of independence as provided under Section 149(6) of the Act read withRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company's policy on Directors' appointment and remuneration andother matters provided in Section 178(3) of the Companies Act 2013 is available on thewebsite of the Company at http://www.maximusinternational.in/policies.html
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors of the Company confirms that-
ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts for the Financial Year ended31st March 2021 on a going concern basis;
v) they have laid down internal financial controls to be followed bythe Company and such financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Section 135 of the Companies Act 2013 relating to theCorporate Social Responsibility initiatives are not applicable to the Company.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year no transaction with related parties was in conflictwith the interests of the Company. All Related Party Transactions are placed on aquarterly basis before the Audit Committee and before the Board for the noting andapproval. Prior omnibus approval of the Audit Committee and the Board is obtained for thetransactions which are of a foreseeable and repetitive nature. The policy on Related PartyTransactions as approved by the Board has been uploaded on the Company's website. The weblink for the same is http://www.maximusinternational.in/policies.html The particulars ofcontracts or arrangements with related parties referred to in sub-section (1) of Section188 of the Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure: 2 to thisreport.
16.1 STATUTORY AUDITORS
M/s. CNK & Associates LLP Chartered Accountants Vadodara wereappointed as Statutory Auditors for a period of 5 years in the Annual General Meeting(AGM) held on 15th September 2016 i.e. up to the conclusion of the AGM to be held inrelation to the financial year ending on 31st March 2021. The Board of Directors at itsmeeting held on 18th June 2021 has approved the proposal for reappointment of M/s. CNK& Associates LLP Chartered Accountants (Firm Registration. No. 101961W/W-100036) asStatutory Auditors of the Company for a second term of 5 (five) years from the conclusionof the 6th Annual General Meeting (AGM) until the conclusion of 11th AGM of the Company tobe held in relation to the financial year ending on 31st March 2026. M/s. CNK &Associates LLP have signified their assent and confirmed their eligibility to beappointed as Statutory Auditors in terms of the provisions of Section 141 of the CompaniesAct 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules 2014. The Boardbased on the recommendations of the Audit Committee has resolved to place the proposal ofreappointment of M/s. CNK & Associates LLP Chartered Accountants (Firm Registration.No. 101961W/W-100036) as Statutory Auditors for a second term of 5 (five) years i.e. fromthe conclusion of 6th AGM until the conclusion of 11th AGM of the Company to be held inrelation to the financial year ending on 31st March 2026 before the Members for theirapproval.
16.2 SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made there under the Company had appointed Mr. Hemang M. Mehta Proprietorof M/s. H. M. Mehta & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year ended 31st March 2021. The SecretarialAudit Report is annexed herewith as Annexure: 3.
16.3 INTERNAL AUDITORS
M/s. D. P. Consultancy Accounts Consultants has been appointed asInternal Auditors under Section 138 of the Companies Act 2013 read with the Rule 13 ofthe Companies (Accounts) Rules 2014.
17. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS
The Secretarial auditors' report contain following qualificationreservation or adverse remark as follows:
1. The Company had yet not filed form FC-GPR in relation to issue andallotment of equity shares to NonResident Indians in its public issue (on 27th March2017) and bonus issue (on 28th February 2019) respectively.
2. The composition of Board was not compliant of Regulation 17(1)(c) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 from 01stJuly 2020 to 16th August 2020 as number of Directors was less than 6 (Six) and in thisrespect penalty imposed by the BSE Limited (BSE) was deposited by the Company.
1. In relation to filing of Form FC-GPR in respect of public issue andbonus issue of shares the Company was under the impression that the Non-Resident Indiansin its maiden public issue and bonus issue of shares had applied on Non-Repatriationbasis. However the Company has approached the concerned Agencies and sought necessaryinformation related to these NRI Applicants and accordingly the Company will takesuitable action for reporting to the RBI.
2. The Company appeared in the BSE list of top 2000 listed Companiesw.e.f 31.03.2020 based on market capitalization as at the end of the immediate previousfinancial year i.e. 31.03.2020 which requires the company to have six directors on theBoard. As we are aware our country was put in complete lock down due to Corona Pandemicwhich was lasted on 17.05.2020 and none of the offices were allowed to work in the countryduring that period. In compliance of Government's lockdown directions to prevent andcontain the spread of Novel Corona virus (COVID-19) our office also was remain closed. Weput in our efforts to carry on work from home wherever possible but searching a suitableperson for the position of a Director being a material decision the same tookconsiderable time and hence there was a delay in appointing a Director on the Board so asto increase the total no of directors up to six (6) to comply for top 2000 listedCompanies.
However we have appointed a Director so as to comply with theprovisions of the SEBI LODR related to the composition of the Board of the Company for thequarter ending on September 30 2020 and that the Company has made payment of fines forNon-Compliance with Regulation 17(1)(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as on 26.11.2020.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013
The details of Loans Investments and Guarantees covered under theprovisions of Section 186 of the Companics Act 2013 are given in the Notes to theFinancial Statements forming part of Annual Report.
19. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 the Annual Return in the prescribed format is available athttp://www.maximusinternational.in/investors.html
20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTIONFUND
The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid in the last year.
21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE 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 whichexamines both the design effectiveness and operational effectiveness to ensure reliabilityof financial and operational information and all statutory / regulatory compliances. TheCompany has a strong monitoring and reporting process resulting in financial disciplineand accountability.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in the Annexure: 4 of the Annual Report. The Company has not appointed anyemployee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company did not receive any sexual harassment complaint/sduring the period under review. A copy of the said policy is available on the website ofthe Company. The web link for the same is http://www.maximusinternational.in/policies.html
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO
The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure: 5.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant or material orders which were passed by theRegulators or Courts or Tribunals which impact the going concern status and the Company'sOperations in future.
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES
The Company has established a Vigil Mechanism and adopted a vigilmechanism policy for its directors and employees in order to ensure that the activities ofthe Company and its employees are conducted in a fair and transparent manner by adoptionof highest standards of professionalism honesty integrity and ethical behavior. Thispolicy is posted on the website of Company. The web-Link for the same ishttp://www.maximusinternational.in/ policies.html
28. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
29. REPORTING OF FRAUDS
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or to the Board asrequired under Section 143(12) of the Companies Act 2013 and the rules made thereunder.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 is presented in Annexure: 6 and the same is for the part ofthis report.
31. BUSINESS RESPONSIBILITY REPORT
The Board of Directors of the Company hereby confirms that according tothe provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the report on Business Responsibility Report is notmandatorily applicable to our Company hence not annexed with Annual Report.
32. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2021 your Company has following Subsidiaries / Stepdown Subsidiaries.:
1. Maximus Global FZE - Wholly owned Subsidiary - in Sharjah - UAE
2. MX Africa Limited - Wholly owned Subsidiary - in Nairobi - Kenya
3. Maximus Lubricants LLC - Step down Subsidiary in RAK - UAE(Subsidiary of Maximus Global FZE)
4. Quantum Lubricants (E.A.) Limited - Step down Subsidiary - inNairobi - Kenya (Subsidiary of MX Africa Limited) There are no associates or joint venturecompanies within the meaning of Section 2(6) of the Companies Act 2013 . There has beenno material change in the nature of the business of the Subsidiaries / Step downSubsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act 2013 astatement containing salient features of financial performance of Subsidiaries / Step downSubsidiaries in Form AOC-1 is furnished in Annexure: 7 and attached to this report.
33. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and goingbeyond it electronic copy of the Notice of 6th Annual General Meeting of the Companyincluding the Annual Report for Financial Year 2020-21 are being sent to all Members whosee-mail addresses are registered with the Company / Depository Participant(s).
Your Directors would like to express their appreciation for theassistance and co-operation received from the Banks and statutory authorities and otheragencies associated with the Company during the period under review.