maks energy solutions india ltd share price Directors report

To,

The Members,

Maks Energy Solutions India Limited Pune

Your Directors take pleasure in presenting the ELEVENTH ANNUAL REPORT of MAKS ENERGY SOLUTIONS INDIA LIMITED, together with the Audited Financial Statements (both Standalone & Consolidated) comprising Balance Sheet as at March 31, 2021, Statement of Profit and Loss for the financial year ended March 31, 2021 and the Auditors Report thereon.

1. FINANCIAL RESULTS:

Particulars	Standalone		Consolidated*
	Year ended March 31, 2021	Year ended March 31, 2020	Year ended March 31, 2021	Year ended March 31, 2020
	(Amt in INR)	(Amt in INR)	(Amt in INR)	(Amt in INR)
Total Income	20,91,74,469	43,35,03,414	20,91,74,469	43,35,03,414
Total Expenses	20,34,76,400	41,10,84,283	20,34,76,400	41,10,84,283
Profit/!Loss) Before Tax	49,22,579	2,24,19,131	49,22,579	2,24,19,131
Less: Tax Expenses
Current tax	15,25,000	57,37,349	15,25,000	57,37,349
Deferred tax	(1,30,940)	-9573	(1,30,940)	-9573
Short Provision for Income	54,058	-	54,058	_
Tax for earlier year
Profit/(Loss) after Tax	34,74,461	1,66,91,355	2,65,466**	1,67,27,886**

** Share of profit/loss from associate ie. Joint venture Company is also included in PAT

2. REVIEW OF PERFORMANCE AND OPERATIONS:

During the year under review, on the standalone basis the Company has reported total income of INR. 20,91,74,469. However, on Standalone basis the Company has incurred total expenses of INR. 20,34,76,400 as a result the Company has earned profit after tax of INR. 34,74,461.

Considering the COVID-19 pandemic, as our business of Export of DG sets reduced significantly and it has resulted into significant decrease in the revenues of the company compared to Previous Financial year.

?Further, the Company had adopted Equity method for consolidation of Financial Statements with Relion Power Industries Limited, a Joint Venture Company, Nigeria till 31st March 2019. The Company in its consolidated Financial Statements recognizes all line by line items of Profit & Loss Account for year

ended 31/03/2019 and Balance Sheet as on 31/03/2019 of its 50% Share.

According to the Management and in compliance with the Accounting Standard 27, "Financial Reporting of Interest in Joint Venture", the Company ceases to have control over the joint venture operation due to its non-viability of economic operation and other long term restriction in the generator market of Nigeria. Therefore, the Management has discontinued the proportionate method of consolidation, and adopted AS-23 for the year ended March 2020 and onwards. The Company is holding 50% of Equity shares in the JV Company.

3. ANNUAL RETURN EXTRACT:

Annual Return Extract in accordance with Section 92 sub-section (3) of the Companies Act, 2013; read with Rule No. 12 (1) of the Companies (Management and Administration) Rules, 2014, has been annexed to this report in Form MGT - 9 as Annexure I.

Pursuant to Section 92(3) of Companies Act 2013, the copy of Annual Return for the Financial Year ended 31st March 2021 will be placed on the Companys website at www.makseenerators.com.

4. CHANGES IN SHARE CAPITAL OF THE COMPANY:

During the year under review there was no change in the Paid-up share capital of the Company. However, there has been increase in the Authorised share capital of the company from Rs. 5,00,00,000/- (Rupees Five Crores Only) to Rs. 8,00,00,000/- (Rupees Eight Crores Only) in the Annual General Meeting of the Company held on 12th December 2020.

5. BOARD OF DIRECTORS/KEY MANAGERIAL PERSONNEL AND THEIR MEETINGS:

a) CONSTITUTION OF BOARD OF DIRECTORS

The Board of Directors of the Company is duly constituted and has a combination of Executive, Nonexecutive and Independent directors including one Woman director. Based on the disclosures as provided by the directors of the Company, pursuant to the provisions of Section 164 (2) of the Companies Act 2013, none of the Directors of the Company is found to be disqualified.

Further during the year under review, Mr. Eshanya Biharilall Guppta (DIN: 01727743) appointed as Additional Independent Director of the Company on 4th September 2020, who regularized at Annual General Meeting of the Company hold on 12th December 2020.

The Board of Directors of the Company strategically comprises of Independent Directors from different domains which adds value to the Company. Every Independent Director with his expertise and integrity has earned a vast experience and reputation in the industry.

The Board of Directors comprises of seven Directors as follows:

S. No Names of the directors	Designation	DIN	Date of Appointment
1 Mr. Sourabh Mahendra Shaw	Managing director	03159240	12/02/2020
2 Mr. Mahendra Madhairam Shaw	Whole-time director	03142749	12/02/2020
3 Mrs. Swati Shaw	Non- Executive Director	03142744	12/02/2020
4 Mr.Rahul Bhagwanrao Kadam	Independent director	06570013	12/02/2020
5 Mr. Ketan Harishchandra Shah	Independent director	07800220	12/02/2020
6 Mr. Rahul Choithram Dingreja	Independent director	08510889	12/02/2020
7 Mr.Eshanya B Guppta	Independent Director	01727743	04/09/2020

b) MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY:

During the financial year under report the Board of directors of the Company have duly met for Eleven (11) times in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Sr. No. Date of Meetings	Board Strength	Name of Directors Present at the Meeting
1 30th May 2020	6	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
2 24* July 2020	5	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Ketan Harishachandra Shah
3 4th September 2020	6	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
4 22nd September 2020	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah 7. Mr. Eshanya Biharilall Guppta
5 22nd October 2020	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Mr. Eshanya Biharilall Guppta
6. 29th October 2020	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Mr. Eshanya Biharilall Guppta
7 24th November 2020	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Mr. Eshanya Biharilall Guppta
8 17th December 2020	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Eshanya Biharilall Guppta
9 10th February 2021	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Eshanya Biharilall Guppta
10 13th March 2021	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Mr. Eshanya Biharilall Guppta
11 25* March 2021	7	1. Mr. Sourabh Mahendra Shaw
		2. Mr. Mahendra Madhairam Shaw
		3. Mrs. Swati Sourabh Shaw
		4. Mr. Rahul Bhagwanrao Kadam
		5. Mr. Rahul Choithram Dingreja
		6. Mr. Ketan Harishachandra Shah
		7. Mr. Eshanya Biharilall Guppta

The maximum time gap between two Board Meetings was not more than 120 days.

c) DIRECTORS RETIRING BY ROTATION

Mr. Mahendra Madhairam Shaw - Whole-Time Director (DIN: 03142749) of the Company is liable to retire by rotation pursuant to provisions of Section 152(6) of the Companies Act, 2013 at the ensuing 11th annual general meeting and, being eligible, offered himself for re-appointment.

d) DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent directors, confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013.

e) KEY MANAGERIAL PERSONNEL

During the year under review, Ms.Sravanthi Badami, Company Secretary resigned as Company Secretary & Compliance officer of the Company with effect from 29th October 2020.

Mr. Shreyas S. Mokashi (ACS: 38258), appointed as Company Secretary & Compliance officer ( A whole Time Key Managerial Personnel) of the company with effect from 24* November 2020.

5. AUDIT COMMITTEE:

The Board of directors of the Company at their meeting held on 30.05.2020 constituted the Audit Committee. The Composition of the Audit Committee is as follows:

Member	Designation	Nature of Directorship
Mr. Ketan Harishchandra Shah	Chairperson	Independent director
Mr.Rahul Choithram Dingreja	Member	Independent director
Mr.Sourabh Mahendra Shaw	Member	Managing director

During the year under review, Audit Committee duly meet 7(Seven) times on 24* July 2020, 4* September 2020, 22nd September 2020, 22nd October 2020, 24* November 2020, 17* December 2020

and 10th February 2021 for which notices have been duly issued and minutes of the said committee meetings were recorded in the minutes book maintained by the company.

6. NOMINATION AND REMUNERATION COMMITTEE:

The Board of directors of the Company at their meeting held on 30.05.2020 constituted Nomination and Remuneration Committee. The Composition of the Nomination and Remuneration Committee is as follows:

Member	Designation	Nature of Directorship
Mr. Ketan Harishchandra Shah	Chairperson	Independent director
Mr.Rahul Choithram Dingreja	Member	Independent director
Mrs. Swati Sourabh Shaw	Member	Director (Non-executive)

During the year under review, Nomination & Remuneration Committee duly meet on 3(Three) times on 4th September 2020, 29th October 2020 and 24th November 2020 for which notices have been duly issued and minutes of the said committee meetings were recorded in the minutes book maintained by the company.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013 the Board of Directors hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2021 the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures; and there are no material departures from the same.

b. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent are made so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for that period;

c. proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. i$the annual accounts have been prepared on a going concern basis; and

e. proper systems to ensure compliance with the provisions of all applicable laws had been devised and were in place and that such systems were adequate and operating effectively.

8. PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE:

During the financial year under review, the Company has not made investments and has provided Corporate Guarantee to Maks Motors Private Limited - a Company under same management, in respect of any loan availed by the company.

However, Company withdrawal Corporate Guarantee in respect of loan availed by Maks Motors Pvt Ltd on 24th December 2020.

Further, the Company holds investment in its joint Venture Company-Relion Power Industries Limited, Nigeria. As Annexure II

9. PARTICULARS IN ACCORDANCE WITH SECTION 188(1):

Particulars as required for contracts or arrangement with related parties referred to in sub - Section (1) of Section 188 of the Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 has been annexed to this report in Form AOC - 2 as Annexure III.

10. TRANSFER TO RESERVES:

During the period under review the Company has not transferred any amount to the Reserves and surplus out of the profit and loss Account for the financial year 2020-21 except as provided in Note-2 of financial statements.

11. DIVIDEND:

In order to retain the profits in view of expansion, the Directors of the Company do not wish to declare dividend for the year 2020-21.

12. MATERIAL CHANGES AND COMMITMENTS:

During the period under review, there were no material changes or commitments affecting the financial position of the Company which have occurred during the year and between the end of the financial year of the Company to which the Financial Statements relate and the date of report:

13. FILING OF DRAFT PROSPECTUS OF THE COMPANY:

Further, during the year under review, on 25th March 2020, company filed Draft Prospectus on 25th March 2021 on NSE for the proposed IPO on the SME Exchange.

14. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(2)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is as follows:

A. Conservation of Energy:

The Company is taking adequate steps on conservation of energy, utilizing alternate sources of energy and capital investment on energy conservation equipment.

B. Technology Absorption:

There is no technology absorption during the year under review.

C. Foreign Exchange earnings and Outgo:

Foreign Exchange inflow is INR. 2,03,51,732/- Foreign Exchange outgo of Travelling Expenses is Nil.

15. RISK MANAGEMENT POLICY:

The Board formulated and implemented Risk Management Policy for the Company which identifies the key events / risks impacting the business objectives of the Company and attempts to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks. The Company has adequate Internal Control Systems and procedures to combat the risk.

16. CORPORATE SOCIAL RESPONSIBILITY:

Since, the Company does not fall within the criteria specified under the provisions of Sectionl35 of the Companies Act 2013, hence the Company is not required to form a Corporate Social Responsibility Committee of the Board of directors of the Company, and accordingly was not obliged to adopt Corporate Social Responsibility Policy for the Company.

17. VIGIL MECHANISM:

In accordance with the provisions of Companies Act, 2013 Vigil Mechanism shall provide for adequate safeguards against victimization of employees who use such mechanism and for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Company has formulated a policy to provide a framework to promote responsible and secure whistle blowing. It protects directors and employees wishing to raise a concern about serious irregularities within the Company. The policy also lays down the manner in which concern can be raised and are encouraged to make a disclosure to the Audit Committee.

18. NOMINATION AND REMUNERATION POLICY

The Company adopted a policy relating to the remuneration which lays down the Criteria for determining qualifications, competencies, positive attributes and independence (wherever applicable) of Directors for their appointment on the Board of the Company and also Criteria for payment of remuneration to Directors, Key Managerial Personnel and other Employees.

19. SUBSIDIARIES. JOINT VENTURES OR ASSOCIATES:

During the period under review Company has not invested in the share capital of other companies and therefore the Company does not have subsidiaries and associates. However, the Company has joint Venture Company-Relion Power Industries Limited, Nigeria and holds 50% of the shareholding of said Joint Venture Company.

20. DEPOSITS:

During the period under review the Company has not accepted any deposits falling under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. MATERIAL ORDERS BY TRIBUNALS OR OTHER REGULATORY BODY:

During the period under review the Company has not received any significant and material order passed by the regulators or courts or tribunals affecting the going concern status and Companys operations in future.

22. INTERNAL FINANCIAL CONTROL:

The Company has satisfactory Internal Control Systems, which are continuously evaluated by professional internal and statutory auditors of repute. The Company continues to improve the present Internal Control Systems by implementation of appropriate process and procedures.

23. PARTICULARS OF EMPLOYEES:

As per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding particulars of employees is available at the registered office of the Company and particulars of top 10 employees is mentioned as Annexure IV

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

The Company has constituted Internal Complaints Committee and policy as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your company has zero tolerance towards Sexual Harassment at the work place. Further, during the year under report, the Company has not received any complaint, or no cases have been filed with the Company.

25. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT ACT. 2015):

During the year under review, the Company has not come through any occurrence of fraud as required under the Companies Amendment Act, 2015.

26. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

27. MAINTENANCE OF COST RECORDS

The provisions of Section 148 (1) of the Companies Act, 2013 with respect to the maintenance of cost records are not applicable to the Company.

28. STATUTORY AUDITORS AND AUDIT REPORT:

The appointment of M/s RK Jagetiya & Co, Chartered Accountants (FRN:146264W) as Statutory auditors of the Company had been approved by the members of the company in the Annual General Meeting held on 12th December 2020 which is from the conclusion of 10th annual general meeting of the Company till the conclusion of 15th annual general meeting.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2021 do not contain any reservation, qualification or adverse remark

The observations and comments given by the Auditors in their report for standalone and consolidated financial statements together with the notes to accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

29. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to convey their thanks to the Companys valued Customers for the trust and confidence reposed by them in the Company.

Your Directors also wish to sincerely thank the Bankers, Suppliers, Statutory Auditors, Consultants and Shareholders for their continued support and co operation.

BY THE ORDER OF BOARD OF DIRECTORS FOR MAKS ENERGY SOLUTIONS INDIA LIMITED

MAHENDRA MADHAIRAM SHAW	SOURABH MAHENDRA SHAW
WHOLE-TIME DIRECTOR	MANAGING DIRECTOR
DIN:03142749	DIN:03159240
Date: 07-09-2021
Place: Pune