Maximaa Systems Ltd Directors Report.

To,

The Members,

Maximaa Systems Limited

Your Directors have pleasure in presenting their 29thAnnual Report on the business and operations of the Company and Audited Accounts for the financial year ended 31st March, 2019.

1. FINANCIAL RESULTS & OPERATIONS:

The summarized financial performance of the Company for the financial year ended 31st March, 2019 as compared to previous year is as under: compared to previous year is as under:

(Rs in Lakhs)

Standalone

Consolidated

PARTICULARS For the Year ended 31st March, 2019 For the Year ended 31st March, 2018 For the Year ended 31st March 2019 For the Year ended 31st March, 2018
Revenue from Operations 1115.49 1217.35 1126.68 1222.184
Other Income 48.60 19.41 48.60 20.38
Total Revenue 1164.09 1236.76 1175.276 1242.565
Total Expenditure 1163.24 1236.51 1198.90 1269.03
Exceptional Items - - - -
Profit / Loss before Tax 0.85 0.25 (23.63) (26.47)
Tax Expenses / Benefits - - - -
Profit / Loss after Tax for the year 0.85 0.25 (23.63) (26.47)
Other Comprehensive Income 0.00 0.00 0.00 0.00
Total Comprehensive Income 0.85 0.25 (23.63) (26.47)
Basic EPS 0.0005 0.052 (0.04) (0.05)
Diluted EPS 0.0005 0.052 (0.052) (0.436)

2. FINANCIAL HIGHLIGHTS / PERFORMANCE:

a. Standalone Results:

During the financial year 2018-19 under review as per Standalone Financial Results, the Company has recorded decreased in operating revenue by 101.86 lakhs compared with the operating revenue of previous year. Profit & Loss before Tax has been increased by Rs. 0.6 Lakhs and Profit & Loss after Tax have decreased by 0.6 Lakhs compared with the PBT of previous year 2017-18.

b. Consolidated Results:

During the financial year 2018-19 under review as per Consolidated Financial Results, the Company has recorded decreased in operating revenue by 95.50 lakhs compared with the operating revenue of previous year. Profit & Loss Before Tax has been increased by Rs. 2.84 Lakhs and Profit & Loss after Tax have decreased by 2.84 compared with the loss of previous year 2017-18.

3. DIVIDEND:

The Board of Directors did not recommend any dividend for the year ended 31st March, 2019.

4. SHARE CAPITAL:

During the financial year 2018-19, Company has allotted 74,15,000 Equity Shares of face value of Rs. 2/- each issued at Rs. 8.25/- per equity share including premium of Rs. 6.25/- per equity share to Promoter and Non-Promoters of the Company and 47,15,000 Convertible Equity Warrants of the face value of Rs. 2 each were allotted to Non-Promoters of the Company on preferential basis at the issue price of Rs. 8.25/- per warrants including premium of Rs. 6.25/- per warrants.

After the allotment of equity shares and warrants during the year as on 31st March, 2019, the paid up share capital of the Company stood at Rs.11,60,02,510 /-(Rupees Eleven Crores Sixty Lakhs Two Thousands Five Hundred and Ten Only) divided into 5,80,01,255 (Five Crores Eighty Lakhs One Thousand Two Hundred and Fifty Five Only) Equity shares of Rs. 2/- (Rupees Two) each.

5. RESERVES:

The Board proposes to carry Reserves of Rs. 739.03 Lakhs.

6. BRIEF DESCRIPTION OF THE COMPANYS WORKINGS / STATE OF COMPANYS AFFAIRS:

Segment Information for the year ended 31st March, 2019:

Particulars

Storage Systems Division

Pharma Division

Current Year Previous Year Current Year Previous Year
SEGMENT REVENUE
Sales 863.17 879.30 252.32 229.21
Other Income 0.34 19.10 48.25 0.31
Net Sales/Income From Operations 863.52 898.40 300.57 229.52
SEGMENT RESULT
Profit before Tax, Depreciation & Interest 20.33 (52.19) 145.90 61.81
Less : Depreciation 13.6 14.00 150.85 48.00
Profit After Depreciation 6.69 (66.19) (4.95) 13.81
Less : Interest 0.01 0.057 0.87 1.86
Profit before ExtraOrdinary Item 6.67 (66.25) (5.82) 11.95
Less: Extra-Ordinary Items 0 0 0 0
Less: Provision for Taxation 0 0 0 0
NET PROFIT 6.67 (66.25) (5.82) 11.95
OTHER INFORMATION
Segment Assets 1622.90 1323.300 2449.09 1764.400
Segment Liabilities 1564.98 1543.850 2507.00 1896.730

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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:

There has been no material changes and commitment 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.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2019.

10. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorized, recorded and reported quickly.

The Board of Directors have developed & implemented a risk management policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.

11. PUBLIC DEPOSITS:

Your Company has not accepted any fixed deposits as defined under Section 73 of Companies Act, 2013 and rules framed thereunder.

12. BOARD OF DIRECTORS AND KMP:

Retirement by rotation:

In accordance with the provisions of Section 152(6) and the Articles of Association of the Company, Mr. Manoj Shah (DIN: 00017594) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his re-appointment.

Appointments / Resignations from the Board of Directors:

Resignation:

During the financial year 2018-19 under review, no resignation was made by any directors of the Company.

Appointment:

During the year under review, Dr. Pratichi Jeet Mavani, was regularized on the Board from the designation of Additional Director to Non-Executive Independent Woman Director of the Company at the 28th AGM held on 29th September, 2018.

Declaration of Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Companys policy relating to directors appointment, payment of remuneration and discharge of their duties:

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and also remuneration for Key Managerial Personnel and other employees is attached herewith and marked as Annexure III.

Appointments / Resignations of the Key Managerial Personnel:

During the financial year 2018-19, Mr. Praveen Sethia, was resigned from the post of CFO (Chief Financial Officer) of the Company i.e. w.e.f. 31st October, 2018 and in his place Mr. Hemant Khatri, was appointed as the CFO (Chief Financial Officer) of the Company i.e. w.e.f 14th November, 2018.

Annual Performance Evaluation by the Board:

Pursuant to the provisions of the Section 134(3) Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. The Board has devised questionnaire to evaluate the performances of each of Executive and Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

13. MEETINGS OF THE BOARD:

The Board of Directors met 12 times during the financial year 2018-19 under review. The details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report annexed as form part of Annual Report.

14. COMPOSITION OF AUDIT COMMITTEE:

The Board has re-constituted the Audit Committee which comprises of 3 Non-Executive Independent Directors and 1 Executive Director as under:

Sr. No Name of the Members Designation Chairman / Member
1 Mr. Viral Chitalia Non-Executive Independent Director Chairman
2 Mr. Mayur Shah Executive Director Member
3 Mr. Samir Kumar Mapara Non-Executive Independent Director Member
4 Dr. Pratichi Mavani Non-Executive Independent Woman Director Member

More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

15. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company had formulated a Vigil Mechanism Policy in addition to the existing code of conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Companys interest / image.

A copy of the Policy is available on the website of the Company and may be accessed through the web link http://www.maximaagroup.com/ regulatory-compliance.htm.

16. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, an extract of the Annual Return as at March 31, 2019 in the prescribed format is given in Annexure -1 and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134(5) read with section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of 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) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. PARTICULARS OF MANAGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure-IV.

19. STATUTORY AUDITORS:

As per the provisions of section 139 of the Companies Act, 2013 and rules made thereunder, M/s. C.D. Khakhkhar & Co. Chartered Accountants [Firm Registration No. 141767], Statutory Auditor of the Company was appointed by the Board and aforesaid appointment was approved by the Members of the Company at its Annual General Meeting held on 30th September, 2016 for the period of 5 years from the conclusion of AGM held on 30th September, 2016 till the conclusion of AGM will be held in the financial year 2021-22 subject to the ratification by the Members of the Company at every Annual General Meeting on such remuneration as may be agreed upon. And the aforesaid ratification of appointment of statutory auditor at every Annual General Meeting is presently not necessary as per the recent notification and Companies Amendment Act, 2017.

20. SUBSIDIARY COMPANY:

Company had one subsidiary company i.e. Proyurveda Lifescience Private Limited. During the financial year 2018-19, the Board of Directors has reviewed the affairs of the subsidiary company in accordance with the provisions of Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiary in the prescribed format AOC-1 is attached herewith and marked as Annexure V. The statement also provides the details of performance and financial position of subsidiary company.

In accordance with the provision of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on our website www.maximaagroup.com These documents will also be available for inspection at the registered office of the Company and of the subsidiary company during business hours on all working days and during the Annual General Meeting.

21. AUDITORS REPORT:

Auditors Report is self-explanatory and do not call for any explanation and clarification by directors.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All the related party transactions are entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. prior omnibus approval of the Audit Committee is also obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The details of the transactions with Related Party are provided in the accompanying financial statements in Form AOC-2 as Annexure VII.

24. SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had re-appointed Mr. Kunjal Dalal (K. Dalal & Co) Practicing Company Secretaries (M. No; 3530, CP No: 3863) as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the year 2018-19. The report of the Secretarial Auditor is annexed with this Annual Report.

25. INTERNAL AUDITORS:

The Company has appointed M/s. NPV & Associates, Chartered Accountants, Mumbai as its Internal Auditors. The Internal Auditors give their reports on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in respective areas and thereby strengthens the controls.

26. CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance requirements as per the Regulation 27 of SEBI (LODR) Regulations, 2015. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors annexed as a forms part of this Annual Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report of financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock Exchanges, is given as separate statement forming part of the Annual Report.

28. REMARKS ON QUALIFICATION BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

Statutory Auditors Report does not have any qualification / observation / adverse remark and is selfexplanatory.

With respect to the observations made by Secretarial Auditor in their report, we would like to state an under:

Company has not produced before us the proof of dispatch of notice of Board meeting dated 17.05.2018, 19.05.2018 and 22.05.2018.

As per records produced before us the notice of board meeting dated 16.05.2018 and 30.05.2018 is not sent to all the directors of the company.

Company has not produced before us the proof of meeting of independent directors as required under Companies Act and SEBI Regulations.

Company has not filed form MGT-7 (Annual Return) and Form AOC-4 (financial Statements) for the year ended 31/03/2018 within stipulated time as required under the Companies Act, 2013.

Company has not obtained in principle approval from Metropolitan Stock Exchange for trading of its securities on stock exchange as required under Regulation 107 (1) & 108 (2) of SEBI (ICDR) Regulations, 2009.

29. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and reddressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Reddressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

30. LISTING OF SECURITIES:

The Companys shares are listed on BSE Limited (BSE) under the script code 526538 and is also listed on MSEI under the Symbol MAXIMAA. The Company has paid listing fees to its Stock Exchanges for the financial year 2018-19.

31. STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by the members at the registered office of the company during business hours of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2017-18.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure VI and forms part of this Report.

32. INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

33. CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Analysis Report, may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Companys operations include increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors.

34. ACKNOWLEDGMENTS:

Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Authorities, Stock Exchanges, Registrar and Share Transfer Agents, Business Associates, employees, customers, suppliers, companys bankers as well as our Shareholders at large during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the satisfactory performance during the year.

For and on behalf of the Board
Maximaa Systems Limited
Sd/-
Mr. Manoj Shah
Chairman and Managing Director
Place: Valsad DIN:00017594
Date: 30.05.2019