max alert systems ltd share price Directors report


To,

The Members of the Company

Your Directors/Resolution Professional have pleasure in presenting the 20th Annual Report of your company along with Audited Financial Statements for the financial year ended on March 31, 2023.

Pursuant to the Order dated August 24, 2021 of the Honble National Company Law Tribunal, Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and

Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from August 24, 2021 (Corporate Insolvency Resolution Process Commencement Date). Mr. Rakesh Tulsyan has been appointed as Interim Resolution Professional ("IRP") & Resolution Professional ("RP") in terms of the NCLT Order.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the IRP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In consequence of the aforesaid changes I (Resolution Professional) am presenting the Board of Directors Report and the audited financial statements for the financial year ended March 31, 2023.

The financial results of the company are summarized below:

(Amount in lakhs.)

PARTICULARS

FINANCIAL YEAR ENDED MARCH 31, 2023 FINANCIAL YEAR ENDED MARCH 31, 2022
Total Revenue - 488.01
Profit/(Loss) before Taxation - 40.86 -1834.49
Provision for Taxation - -
Current Tax - -
Deferred Tax - -
Tax of earlier year - -
Profit/(Loss) After Tax - 40.86 -1895.80

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

The company do not have any revenue for the financial year 2022-23 as compared to Rs. 488.01 lakhs for the previous financial year ended March 31, 2022. Loss before tax is Rs. 40.86 in current financial year as compared to Rs. 1834.49 lakhs for the previous financial year ended March 31, 2022. The Company do not have any business operations during the year under review.

COMPANY UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 9 of the Insolvency and Bankruptcy Code, 2016 filed by M/S Interocean Fincap Services Pvt Ltd (Operational Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Mumbai bench order dated 24/08/2021 and Mr. Rakesh Kumar Tulsyan has been appointed as IRP/RP by NCLT, Mumbai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code, 2016. Also, the Honble NCLT has suspended directors and employees of the Company in same order.

Resolution Professional has made public announcement November 7, 2021 and January 29, 2022 for Expression of Interest in accordance with sub Regulation 7 of Regulation 36A of the CIRP regulations The Company has received Expression of Interest for Resolution Plan and put forth in front of Committee of Creditors (COC). The COC has finalized 4 Resolution Plan which has been submitted to Honble NCLT. The matter is still pending in NCLT.

BUSINESS OVERVIEW

During the year under review, the Company is not doing any business as company is in CIRP. Whereas, Companys main object is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand and gravel) through quarries / mines and distribution yards to its customers in Jharkhand. Company also provides cement and downstream products, namely, pavers, Hollow Bricksin vertically-integrated structured markets where as the Company has a leading position in aggregates. The Companys heavy-side building materials are used in infrastructure, non-residential and residential construction projects. Aggregates are also used in Building construction and infrastructure projects and as railroad ballast. The aggregates, paver tiles and Hollow bricks and paving product lines are reported collectively as the "Building Materials" business and company having business of towering of telecom industry.

However, Resolution Professional Company has making significant efforts to strengthen its base to commence lending activities, by initiating review of its policies and processes, to come out stronger and sharper

DIVIDEND

Owing to the loss incurred by your Company for the financial year under review and in view of your Company being under Corporate Insolvency Resolution Process, no dividend has been declared/ recommended on Equity Shares for the financial year ended March 31, 2023.

TRANSFER OF UNCLAIMED DIVIDEND / DEPOSITS AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2022-2023.

DEPOSITS

The Company has neither accepted nor invited any deposits from the public during the financial year 2022-23pursuant to provisions of section 73 and 74 of the Companies Act, 2013. There were no unclaimed or unpaid deposits as on March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

TRANSFER TO RESERVES

During the year under review, your Company suffered a net loss of Rs. 40,86,000/- mainly on account of increased provisioning and higher impact of impairment on financial instruments and consequently, no transfers were made to the reserves out of the amount available for appropriation

CAPITAL STRUCTURE

There was no change in the Authorized and Paid-up Share Capital of the company during the year. The Authorized Share Capital of the company is Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each.

The Paid-up Share Capital of the company is Rs. 9,19,95,000/- (Rupees Nine Crore Nineteen Lakh Ninety Five Thousand only) divided into 91,99,500 (Ninety One Lakh Ninety Nine Thousand Five Hundred) Equity Shares of Rs.10/- each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not applicable and not required.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The contracts or arrangement entered into by the company with related parties referred to in Sub- section (1) of section 188 of the Companies Act, 2013 form a part of Form No. AOC-2 in Annexure-2 of this report.

The Board of Directors of the Company have, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://maxalert.in/Policies/Related%20Party%20Transaction%20Policy.pdf

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year.

However, the Mr. Rakesh Kumar Tulsyan was appointed as the ‘Interim Resolution Professional ( IRP) Pursuant to the Order dated August 24, 2021 of the Honble National Company Law Tribunal, Mumbai Bench ("NCLT Order"), under Corporate Insolvency Resolution Process ("CIR Process") which was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code").

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is enclosed as Annexure III of this report.

CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net

Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-2023.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of

Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required.

LISTING

The Companys shares are listed on BSE (SME Exchange) Limited. The Company has paid listing fees for the Financial Year 2022-23 to BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the Order dated August 24, 2021 of the Honble National Company Law Tribunal, has suspended the Board of Directors and appointed Mr Rakesh Tulsyan as Resolution Professional under Corporate Insolvency Resolution Process ("CIR Process") which was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code").

DECLARATION BY INDEPENDENT DIRECTORS

As stated earlier Board of Directors were suspended by Honble National Company Law

Tribunal, the Company is not required to take any declaration from Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Upon supersession of the Board of Directors of your Company by Honble NCLT August 24, 2021 and initiation of CIRP in respect of your Company vide Honble NCLT

Order dated August 24, 2021, Mr Rakesh Kumar Tulsyan was appointed as Interim Resolution Professional and was vested with powers of the Board of Directors. Since, your Company did not have any Board of Directors during the financial year 2022-23, no board meetings were held. However, the meeting of Committee of Creditors were taken as and when required.

Also, the disclosures pertaining to the Board of Directors, Board Meetings, relationship between Directors inter-se, shares and Convertible Instruments held by Non-Executive Directors and other disclosures pertaining to the Board of Directors are not applicable to your Company for the financial year 2022-23.

COMMITTEES OF THE BOARD

As stated earlier in this Report, upon suspension of Board of Directors by Honable NCLT on August 24, 2021 and initiation of CIRP in respect of your Company vide Honble NCLT

Order dated August 24, 2021 your Company did not have Board of Directors and any Committees of the Board during the Financial Year 2022-23.

Accordingly, the disclosures pertaining to the Committees of Board, description of their terms of reference, composition of Committees, Meetings of the Board Committees, Performance evaluation criteria for the Independent Directors, remuneration of Directors as prescribed under Schedule V of SEBI Listing Regulations are not applicable for the Financial Year 2022-23.

BOARD EVALUATION:

As Board of Directors were suspended by Honble NCLT, Evaluation of Board of Directors were not applicable for Financial Year 2022-23.

POLICY ON DIRECTORS APPOINTMENTAND REMUNERATION AND OTHER

DETAILS:

As Board of Directors were suspended by Honble NCLT, policy on directors appointment and remuneration board of Directors were not applicable for Financial Year 2022-23. However, the same is available on https://www.maxalert.in/FrmOthers.aspx

DETAILS OF SHAREHOLDERS COMPLAINTS/GRIEVANCES RECEIVED

During the financial year 2022-23, The Company has not received any complaints from the Equity Shareholder relating to non-receipt of share transfer/bonus certificate, non-receipt of dividend, no receipt of annual report etc.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations

DISCLOSURE REQUIREMENTS

Management Discussion and Analysis are attached herewith, which forms part of this report. Policy on dealing with related party transactions is available on the website of the company www.maxalert.in

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour. No person has been denied access to the Chairman of the audit committee.

The company has adopted a policy on Determination of ‘Materiality for Disclosures as per

Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy for ‘Preservation of Documents as per Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both of the above policies are available on the website of the company www.maxalert.in

STATUTORY AUDITORS

M/s. S. C. Mehra & Associates LLP, Chartered Accountants (Firm Registration No. 106156W) are appointed as Statutory Auditors of the Company, to hold the office from the conclusion of the Annual General Meeting held on September 30, 2021 till the conclusion of the Annual General Meeting to be held in the year 2026.

Details of Fraud reported by the Auditor:

As per auditors report, no fraud u/s 143(12) has been reported by the Auditor.

SECRETARIAL AUDITOR:

The COC had appointed M/s. Amruta Giradkar & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2023-24. The Report of the Secretarial Auditor for Financial year 2022-23 is annexed to this report. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings. There are no adverse observations in the Secretarial Audit Report which call for explanation.

INTERNAL AUDITOR:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s. SSNM & Associates, Chartered Accountants, as the Internal Auditor of the Company, for the financial year 2022-2023

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act, shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility Committee.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower" Policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behaviour as per the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under. The "Whistle Blower" Policy is available on website of the company http://maxalert.in/Policies/Whistle%20Blower%20Policy.pdf

RISK MANAGEMENT POLICY/PLAN

The company has been addressing various risks impacting the company, reviewing the risk management plan and ensuring its effectiveness. The COC has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy/plan has been covered in the Management Discussion and Analysis report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. However, the Mr. Rakesh Kumar Tulsyan was appointed as the ‘Interim Resolution Professional ( IRP) Pursuant to the Order dated 24th August, 2021 of the Honble National Company Law Tribunal, Mumbai Bench ("NCLT Order"), under Corporate Insolvency Resolution Process ("CIR Process") which was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code")

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

A petition for initiation of Corporate Insolvency Resolution Process is filed by an operational creditor, and the same has been admitted against the Company vide NCLT, Mumbai bench order dated 24th August, 2021 and Mr. Rakesh Kumar Tulsyan, IP Registration No. IBBI/IPA-001/IP-P01144/2018-19/11970 has been appointed as Interim Resolution Professional ("IRP") latter confirmed as Resolution professional by Committee of Creditors ("CoC") to manage affairs of the Company in accordance with the provisions of the Code.

Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were exercised by IRP/RP. Hence, this meeting is being convened by the Resolution Professional (appointed w.e.f 26th October, 2021) only to the limited extent of discharging the powers of the Board of Directors of the Company which has been conferred upon him in terms of provisions of Section17 of the Code.

Further, Resolution Professional has made public announcement November 7, 2021 and January 29, 2022 for Expression of Interest in accordance with sub Regulation 7 of Regulation 36A of the CIRP regulations The Company has received Expression of Interest for Resolution Plan and put forth in front of Committee of Creditors (COC). The COC has finalized 4 Resolution Plan which has been submitted to Honble NCLT and pending for approval.

HUMAN RESOURCE DEVELOPMENT

The Company has not made any human resource development as Company is under CIRP.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy

Information in accordance with the provisions of Section 134(3)(m) read with the Companies (Accounts) Rules, 2014 regarding conservation of energy does not apply to your Company.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements as well as hereunder for the year ended March 31, 2023:

Expenditure in Foreign Currency: NIL

Foreign Exchange Earnings during the year: NIL

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements of your Company for the financial year ended March 31, 2023 have been taken on record by the Resolution Professional while discharging the powers of the erstwhile Board of Directors of your Company which were conferred upon him by powers conferred upon him in accordance with the NCLT Order dated August 24, 2021 to run your Company as a going concern during CIRP. The financial statements for the year ended March 31, 2023 have been prepared on "going concern" assumptions.

The Resolution Professional have not been able to analyse in depth the accuracy validity, completeness or authenticity of the information and figures mentioned in the audited financial statements.

In certain instances, the amount of the claim admitted or to be admitted by the Resolution Professional under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The audited financial statements are drawn on the basis of figures appearing in the books of accounts of your Company as on March 31, 2023.

The Resolution Professional signed the financial statements solely for the purpose of compliance and discharging their duties during CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules thereunder, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and do not have knowledge of the past affairs, finances and operations of your Company.

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

There was no case filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and have made necessary policies for safe and secure environment for women employees. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures for environment friendly norms with all necessary clearances.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on Board Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

POSTAL BALLOT

During the year, no postal ballots were held.

ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 and the Rules framed thereunder, as amended, the Annual Return as at March 31, 2021, in the prescribed Form MGT-7 is available on website of your Company at the URL https://www.maxalert.in/FrmAnnualReports.aspx

ACKNOWLEDGEMENT

On behalf of all Directors, Resolution Professional of the Company acknowledges sincere all the employees, customers, investors, Committee of Creditors, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future

For and on behalf of the Board

Rakesh Kumar Tulsyan

Josephluis J. Dsouza
Resolution Professional Managing Director
In the matter of MAX ALERT SYSTEMS LIMITED (DIN: 01186915)
IP Reg. No.: IBBI/IPA-001/IP-P01144/2018-19/11970