maximaa systems ltd Directors report

To,

The Members,

Maximaa Systems Limited

Your Directors present the 30^th Annual Report on the business and operations of the Company and Audited Standalone and Consolidated Accounts for the financial year ended 31^st March, 2020.

1. FINANCIAL HIGHLIGHTS:

The summarized financial performance of the Company for the financial year ended 31^st March, 2020 as compared to previous year is as under:

				(Rs in Lakhs)
	Standalone		Consolidated
PARTICULARS	For the Year ended 31st March, 2020	For the Year ended 31st March, 2019	For the Year ended 31st March 2020	For the Year ended 31st March, 2019
Revenue from Operations	372.49	1115.49	384.73	1119.56
Other Income	00.41	62.42	0.55	100.17
Total Revenue	372.90	1177.91	385.29	1219.73
Total Expenditure	2301.97	1262.87	2314.47	1296.67
Exceptional Items	-	-	-	-
Profit / Loss before Tax	(1929.07)	(84.95)	(1929.18)	(77.02)
Tax Expenses / Benefits	-	-	-	-
Profit / Loss after Tax for the year	(1929.07)	(84.95)	(1929.18)	(77.02)
Other Comprehensive Income	0.00	0.00	0.00	0.00
Total Comprehensive Income	(1929.07)	(84.95)	(1929.18)	(77.02)
Basic EPS	(3.33)	(0.15)	(3.33)	(0.15)
Diluted EPS	(3.33)	(0.15)	(3.33)	(0.15)

2. FINANCIAL PERFORMANCE :

a. Standalone Results:

During the financial year 2019-20, under review as per Standalone Financial Results, the Company has recorded decreased in operating revenue by Rs. 743 lakhs compared with the operating revenue of previous year. Loss Before Tax has been increased by Rs. 1844.12 Lakhs and Loss After Tax have increased by Rs. 1844.12 Lakhs compared with the previous year 2018-19.

b. Consolidated Results:

During the financial year 2019-20, under review as per Consolidated Financial Results, the Company has recorded decreased in operating revenue by Rs. 734.83 Lakhs compared with the operating revenue of previous year. Loss Before Tax has been increased by Rs. 1852.16 Lakhs and Loss After Tax have increased by 1852.16 Lakhs, compared with the loss of previous year 2018-19.

3. REVIEW OF BUSINESS OPERATIONS:

The beginning of the year 2020 witnessed the global spread of COVID-19. Government in many countries announced lockdown and advised people to stay indoors. Around the world, these COVID-19 lockdowns have driven professional and social life out of the physical world. The economic fallout of this is still difficult to assess as the situation is still evolving.

Consequent to this, the Government of India declared a nationwide lockdown on March 24, 2020, which impacted the normal business operations of the Company. For the Company the focused immediately shifted to ensuring the health and well being of all the employees and minimizing the disruptions in the business operations of the Company. Since Lockdown, adoption of work from home policy has been enabled to almost all employees to work remotely and securely. The company is in the phase of slowly commencing is operations at its Plant. The exact impact of this pandemic on the business operations of the company cannot be assessed at this very moment. However the management is considering all relevant internal and external information available to determine the impact on the companys revenue from operations for foreseeable future. Your

Directors are optimistic about the future growth of the Company and are putting their best efforts to accelerate the growth speed.

4. DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors did not recommend any dividend for the year ended 31^st March, 2020.

5. SHARE CAPITAL:

There was no change in Share Capital of the Company during the year F.Y. 2019-20. As on 31^st March, 2020, 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.

6. RESERVES:

During the year, the Company has transferred amount of Rs. 97,24,688/- to General Reserves. The Board proposes to carry overall Reserves of Rs. (1517.23) Lakhs.

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

Segment Information for the year ended 31st March, 2020:

Particulars	Storage Systems Division		Pharma Division
	Current Year	Previous Year	Current Year	Previous Year
SEGMENT REVENUE
Sales	192.38	863.17	180.11	180.11
Other Income	0	5.87	0.41	56.55
Net Sales/Income From Operations	192.38	869.04	180.52	236.66
SEGMENT RESULT
Profit before Tax,	(384.76)	77.26	(1396.63)	115.89
Depreciation & Interest
Less : Depreciation	68.58	59	72.55	89
Profit After Depreciation	(453.34)	18.26	(1469.18)	26.89
Less : Interest	0	52	6.56	78
Profit Before Extra- Ordinary Item & Tax	(453.34)	(33.74)	(1475.74)	(51.11)
Less: Extra-Ordinary Items	0	0	0	0
Less: Provision for Taxation	0	0	0	0
NET PROFIT	(453.34)	(33.79)	(1475.74)	(51.16)
OTHER INFORMATION
Segment Assets	1196.99	1564	1130.01	2507.00
Segment Liabilities	1196.99	1564	1130.01	2507.00

8. 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:

During the year Storage Division of the Company has been sealed by the Bank vide their letter dated 11.10.2019 and further there is no other 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.

The economy has been affected all over the World due to COVID-19 Pandemic. Due to relaxation on various fronts by the Government in recent past, operations are expected to be normalized in the coming months. However impact of COVID-19 will affect the profit margin and percentage of such margin will depend on the period required for restoration of normalcy in all the relevant areas and blooming of the economy in the coming days particularly in the textile industry. Effects of COVID-19 being unclear, it will be extremely difficult to predict market behaviour as of now.

9. 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.

10.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 31^st March, 2020.

11.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 un authorised 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.

12. PUBLIC DEPOSITS:

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

13. 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. Mahesh Shah (DIN: 00017559) 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.

Resignations from the Board of Directors:

Resignation:

During the financial year 2019-20 under review, following Independent Directors and Independent Woman Director of the Company were resigned from the Board of Directors of the Company w.e.f. November 11, 2019.

Name of Directors	Designation
Mr. Viral Chitalia	Non-Executive Independent Director
Mr. Samirkumar Mapara	Non-Executive Independent Director
Dr. Pratichi Mavani	Non-Executive Independent Woman Director

During the year there are no new directors were appointed on the Board of the company.

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 2019-20, Ms. Mala Praful Dattani, was appointed as CFO on May 30, 2019, and resigned from the post of CFO (Chief Financial Officer) of the Company i.e. w.e.f. September 05, 2019 and in her place Mrs. Bhakti Ritesh Parekh, was appointed as the CFO (Chief Financial Officer)of the Company i.e. w.e.f. March 06. 2020.

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, www.maximaagroup.com

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 at their meeting held on 10^th August, 2020, The Board of Directors expressed their satisfaction with the evaluation process.

14. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings

The Board of Directors has met 7 times during the financial year 2019-20. 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. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. COMPOSITION OF AUDIT COMMITTEE:

The Board Composition of Audit Committee which comprises of 3 Non-Executive Independent Directors including Woman Director and 1 Non-Executive Director till 14.11.2019 as under:

Name of the Members	Designation	Chairman / Member
1 Mr. Viral Chitalia	Non-Executive Independent Director (Resigned w.e.f. 14.11.2019)	Chairman
2 Mr. Mayur Shah	Non-Executive Director	Member
3 Mr. Samirkumar Mapara	Non-Executive Independent Director (Resigned w.e.f. 14.11.2019)	Member
4 Dr. Pratichi Mavani	Non-Executive Independent Woman Director (Resigned w.e.f. 14.11.2019)	Member

After Resignation of above three members of Audit Committee, the Board has reconstituted the composition of Audit Committee as under w.e.f. 14.11.2019

Name of the Members	Designation	Chairman / Member
1 Mr. Mayur Shah	Non-Executive Director (Appointed w.e.f. 14.11.2019)	Chairman
2 Mr. Manoj Shah	Executive Director (Appointed w.e.f. 14.11.2019)	Member
3 Mr. Mahesh Shah	Executive Director (Appointed w.e.f. 14.11.2019)	Member

Since above three members of the Audit Committee were resigned during the year, hence the Board is under process of reconstitution of Audit Committee as per the provisions of the Act and Regulations.

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

16. 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.

17. 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, 2020 in the prescribed format is given in Annexure - I and forms part of this Report.

18.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 31^st March, 2020 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.

19. 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

20. STATUTORY AUDITORS:

As per the provisions of section 139 of the Companies Act, 2013 and rules made there under, M/s. C.D. Khakhkhar & Co. Chartered Accountants [Firm Registration No. 141767], Statutory Auditor of the Company was appointed by the Board and their appointment was approved by the Members of the Company at its 26^th Annual General Meeting held on 30^th September, 2016 for a period of 5 years from the conclusion of 26^th AGM held on 30^th September, 2016 till the conclusion of 31^st 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 has been dispensed with as per the recent notification and Companies Amendment Act.

21. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

Company has one subsidiary company i.e. Pro yurveda Life science Private Limited. During the financial year 2019-20, the Board of Directors had 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.

22. AUDITORS REPORT:

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

23. 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.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION

188(1) OF THE COMPANIESACT 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 were placed before the Audit Committee and the Board for approval. prior omnibus approval of the Audit Committee is 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 and half yearly basis.

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

25. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had re-appointed Mr. Kunjal Dalal (Proprietor of M/s. 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 2019-20. The report of the Secretarial Auditor is annexed with this Annual Report.

26. INTERNAL AUDITOR:

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.

27. REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been made a part of the Annual Report and are attached to this report:

Management Discussion and Analysis Report; Corporate Governance Report; and

Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance.

During the year the Company has complied with the Corporate Governance requirements as per the Regulation 27 of SEBI (LODR) Regulations, 2015. Except proper balance of Executive Directors, Non-Executive Directors, independent director and woman director after resignation of independent directors and woman director dated 14.11.2019 on the Board. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors annexed as a forms part of this Annual Report.

28. 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.

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

Statutory Auditors Report does not have any qualification / observation/ adverse remark and is self-explanatory.

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

 

Company has not produced before us the duly signed minutes of board meeting and committee meetings and proof of dispatch of notice of Committee meetings, Independent Directors meeting further notice of Board meeting dated 14.08.2019, 14.09.2019 and 05.09.2019 not given to all the directors.

Company has not timely filed form MGT-7 (Annual Return) and Form AOC-4 (financial Statements) is yet to be filed by the company for the year ended 31^st March, 2019 as required under the Companies Act, 2013.

Company has not complied with the Regulation 17(1), 17(1A), 17(B), 18(1), 19(1) & (2), 20(1), 20(2) & 20(2A) of SEBI (LODR) Regulations, 2015 with respect to Board and Committee Composition.

Company has not timely submitted Consolidated Unaudited Financial Results for period ended June, 2019 as required under Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015.

Company has not timely paid the Annual Listing Fees for the F.Y. 2019-20 as required Regulation 14 of SEBI (LODR) Regulations, 2015.

Company has not timely submitted Disclosure of Related Party Transactions Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the half year ended 31/03/2019.

Company has not given timely intimation of board meeting for consideration of un-audited Quarterly Consolidated Financial Results for the Quarter ended 30.06.2019 as required under Regulation 29(2) of SEBI (LODR) Regulations, 2015.

Company has not timely submitted the intimation of resignation of independent director in respect of Mr. Samirkumar Mapara as required under Part A Para A of Schedule III of SEBI (LODR) Regulations, 2015.

Mr. Mahesh Balubhai Shah has not attended any meeting of board of directors held during the period of twelve months and accordingly in pursuance of section 167(1)(b) he stands vacated from the office of director and company has yet not filed his intimation of vacation from office of director.

Company has not maintained Structural Digital Database as required under Regulation 3 (5) of SEBI (PIT) Regulations, 2015.

Company has not produced before us the proof the service of Annual Report to the shareholders as required under Regulation 36 of SEBI (LODR) Regulations, 2015 and under the provisions of the Companies Act, 2013.

Company has not produced before us newspaper Publication of Notice of Board Meeting for period ended 31^st March, 2019 as required under Regulation 47 of SEBI (LODR) Regulations 2015. Company has not timely submitted intimation for Closure of Trading Window to the exchange for the quarter beginning January 2020.

Certificate from Practicing Company Secretary indicating non disqualification and debarment of directors is not attached to the Corporate Governance Report forming part of Annual Report for the year ended 31/03/2019 as required under Schedule V of SEBI (LODR) Regulations, 2015.

Key Financial Ratios forming part of Management Discussion and Analysis Report are not mentioned in the Annual Report for the year ended 31/03/2019 as required under Schedule V of SEBI (LODR) Regulations, 2015.

Company has not submitted the material information regarding sealing of its Storage Division by the bank to the exchange as required under Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015. Further financial results for storage division for period ended December Quarter 2019 and March Quarter 2020 also not submitted to exchange.

30. 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 redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

31. LISTING OF SECURITIES:

The Companys shares are listed on BSE Limited (BSE) under the script code 526538 and also listed on MSEI under the Symbol MAXIMAA. The Company has paid listing fees to its both Stock Exchanges for the financial year 2019-20 and pending for F.Y. 2020-21.

32. 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 2019-20.

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.

33. INDUSTRIAL RELATIONS:

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

34. 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.

35. 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: 31.07.2020

ANNEXURE I

FORM NO MGT-9

EXTRACT OF ANNUAL RETURN

For the financial year ended on 31^ST March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

Form No. MGT-9

1. REGISTRATION AND OTHER DETAILS:

CIN	L27100GJ1990PLC014129
Registration Date	3rd August, 1990
Name of the Company	Maximaa Systems Limited
Category / Sub-Category of the Company	Company Limited By Shares / Indian Non-Government Company
Address of the Registered Office and	B-1, Yashkamal, Tithal Road, Valsad 396001, Gujarat,
contact details	India.
Whether listed company	Yes
Name, address and contact details of	Purva Sharegistry (India) Private Limited,
Registrar and Transfer Agent, if any	Unit No. 9, Shiv Shakti Ind. Est. J.R. Boricha Marg,
	Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai-
	400 011.
	PH: 022- 2301 0771/8261 / 6761
	Fax: 022- 2301 2517

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SL. Name and Description of main No. Products / Services	NIC Code of the Product/Service	% to total turnover of the Company
1 Pharmaceuticals	24233	51.65%
2 Storage	63023	48.35%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Name and address of the Company	CIN / GLN	Holding/ Subsidiary / Associate	% of shares Held	Applicable Section
1. Proyurveda Lifescience Private Limited	U24233GJ2015PTC082953	Subsidiary Company	77.58	2 (87)

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity): i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year								No. of Shares held at the end of the year								% of Change during the year
	Demat		Physical		Total		% of Total Shares		Demat		Physical		Total		% of Total Shares
A. Promoters
1)Indian
a) Individual / HUF	18074125		0		18074125		31.16		18074125		0		18074125		31.16		0
b) Central Govt.	0		0		0		0		0		0		0		0		0
c) State Govt.(s)	0		0		0		0		0		0		0		0		0
d) Bodies	0		0		0		0		0		0		0		0		0
Corporate
e) Banks / FI	0		0		0		0		0		0		0		0		0
f) Any Other….	0		0		0		0		0		0		0		0		0
Sub-Total	18074125		0		18074125		31.16		18074125		0		18074125		31.16		0
(A)(1):
(2) Foreign
a) NRIs Individuals	0		0		0		0		0		0		0		0		0
b) Other Individuals	0		0		0		0		0		0		0		0		0
c) Bodies	0		0		0		0		0		0		0		0		0
Corporate
d) Banks / FI	0		0		0		0		0		0		0		0		0
e) Any Other….	0		0		0		0		0		0		0		0		0
Sub-Total (A)(2):	0		0		0		0		0		0		0		0		0
Total	18074125		0		18074125		31.16		18074125		0		18074125		31.16		0
Shareholding of Promoters (A) = (A)(1)+(A)(2
B. Public Shareholding
(1) Institutions
a) Mutual Funds / UTI	0		0		0		0		0		0		0		0		0
b) Banks / FI	0		0		0		0		0		0		0		0		0
c) Central Govt.	2500		0		2500		0.004		2500		0		2500		0.004		0.004
d) State Govt.(s)		0		0		0		0		0		0		0		0		0
e) Venture Capital Funds		0		0		0		0		0		0		0		0		0
f) Insurance Companies		0		0		0		0		0		0		0		0		0
g) FIIs		0		0		0		0		0		0		0		0		0
h) Foreign Venture Capital Funds		0		0		0		0		0		0		0		0		0
i) Others		0		0		0		0		0		0		0		0		0
(specify)
Sub-Total (B)(1):		0		0		0		0		2500		0		2500		0.004		0.004
(2) Non-
Institutions
a) Bodies
Corporate
i) Indian		935639		132450		1068089		1.84		877945		132455		1010400		1.74		-10
ii) Overseas		0		0		0		0		0		0		0		0		0
b) Individual
i) Individual Shareholders holding nominal share capital up to Rs. 2 Lakh		10842931		984125		11827056		20.39		11498666		964495		12463161		21.49		+1.10
ii) Individual Shareholders holding nominal share capital in excess of Rs. 2 Lakh		20456450		0		20456450		35.27		20049293		0		20049293		34.57		-0.7
c) Other (
Specify)
i) N.R.I. (Repat & Non-Repat.)		4730203		85		4730288		8.16		4729159		85		4729244		8.15		-0.1
ii) Foriegn Corporate Bodies		0		0		0		0		0		0		0		0		0
iii) Trust		85		0		85		0.00		85		0		85		0.00		0
iv)Hindu Undivided Family		815994		0		815994		1.41		841243		0		841243		1.45		+0.4
v)Employee		0		0		0		0		0		0		0		0		0
vi)Clearing Members		239559		0		239559		0.41		44095		0		44095		0.08		-0.33
Sub-Total
(B)(2):
Total Public		38807870		111926		39927130		68.84		38830100		1097030		39927130		68.84		0
Share holding (B)= (B)(1) +(B)(2)				0
C. Shares held by Custodian for GDRs & ADRs		0		0		0		0		0		0		0		0		0
Grand Total		56884495		111676		58001255		100		56904225		1097030		58001255		100		0
(A+B+C)				0

ii. Shareholding of Promoters

Shareholders Name	No. of Shares held at the beginning of			No. of Shares held at the end of the year
	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumberred to total shares	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	% of Change in share holding during the year
Manoj Shah	5810010	10.02	0	5810010	10.02	0	0
Mahesh Shah	4801345	8.28	0	4816160	8.30	0	+0.2
Mayur Shah	4633205	7.99	0	4633205	7.99	0	0
Mahesh Balubhai Shah	942750	1.63	0	942750	1.63	0	0
HUF
Mayur B Shah HUF	1084500	1.87	0	1084500	1.87	0	0
Manoj B Shah HUF	787500	1.36	0	787500	1.36	0	0
Manan Mahesh Shah	14815	0.03	0	0	0	0	0
Total	18074125	31.16	0	18074125	31.16	0	0

iii. Change in Promoters Shareholding ( please specify, if there is no change)

Mr. Mahesh Shah	Shareholding at the beginning of the year		Cumulative Shareholding during the year
For Each Top 10 Share Holders	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
At the beginning of the year	4801345	8.28	4801345	8.28
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): (14815 shares Inter-se transferred from Manan Shah)	14815	0.02	14815	0.02
At the end of the year	4816160	8.30	4816160	8.30

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

For Each Top 10 Share Holders	Shareholding at the beginning of the year			Shareholding at the end of the year
	No. of Shares	% of total shares of the Company		No. of Shares	% of total shares of the Company
1. MALIREDDY SRINIVASULU REDDY	4253000	7.33		4253000	7.33
2. DAMAVARAPU KAMALAMMA	2500000	4.31		2500000	4.31
3. DIVYESH PRAVINCHANDRA SHAH	1500000	2.59	1500000			2.59
4. YUTI KUNAL JHAVERI	1200000	2.07	1200000			2.07
5. DAMAVARAPU RADHAKRISHNA REDDY	999800	1.72	999800			1.72
6. RAJMANI GORWARA	912387	1.57	912387			1.57
7. RAJ KUMAR	973400	1.68	873400			1.51
8. RABINDRA KAPUR	778000	1.34	778000			1.34
9. DESAI MILAN GULABBHAI	750000	1.29	750000			1.29
10. JAPAN VYAS	674417	1.16	674417			1.16

Shareholding of Directors and Key Managerial Personnel:

Name of Director/KMP:

For Each Directors and KMP			Shareholding at the beginning of the year						Cumulative Shareholding during the year
			No. of Shares	% of total shares of the Company					No. of Shares	% of total shares of the Company
1. Mr. Manoj Shah Managing Director
At the beginning of the year			5810010	10.02					5810010	10.02
Date wise Increase/Decrease in Promoters Shareholding during			0	0					0	0
the year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year			5810010	10.02					5810010	10.02
2. Mr. Mayur Shah Non-Executive Director
At the beginning of the year			4633205	7.99					4633205	7.99
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):			-	-					-	-
At the end of the year			4633205	7.99					4633205	7.99
3. Mr. Mahesh Shah Jt. MD
At the beginning of the year			4801345	8.28					4801345	8.28
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): (14815 shares Inter-se transferred from Mr. Manan Shah)		14815			0.02			14815			0.02
At the end of the year	4816160					8.30	4816160					8.30

5. INDEBETEDNESS :

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i.Principal Amount	18,70,87,652	1,48,49,130	13,00,000	20,32,36,782
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total ( i+ ii+ iii)	18,70,87,652	1,48,49,130	13,00,000	20,32,36,782
Change in Indebtedness during the financial year
Addition	71,161	56,98,496	-	57,69,657
Reduction	-		-
Net Change	-		0
Indebtedness at the end of the financial year
i. Principal Amount	18,71,58,813	2,05,47,626	-	20,77,06,439
ii. Interest due but not paid	-	-	-	-
iii. Interest accrued but not due	-	-	-	-
Total ( i+ ii+ iii)	18,71,58,813	2,05,47,626	13,00,000	20,90,06,439

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No Particulars of Remuneration 1. Gross Salary	Mr. Manoj Shah	Mr. Mayur Shah	Mr. Mahesh Shah	Total Amount
(a) Salary as per provisions contained in	8,40,000	8,40,000	8,40,000	25,20,000
Section 17(1) of the Income Tax Act, 1961
(b) Value of perquisites under Section	Nil	Nil	Nil	Nil
17(2) Income Tax Act, 1961
(c) Profits in lieu of salary under Section	Nil	Nil	Nil	Nil
17(3) Income Tax Act, 1961
2 Stock Options	Nil	Nil	Nil	Nil
3 Sweat Equity	Nil	Nil	Nil	Nil
4 Commission	Nil	Nil	Nil	Nil
- as % of profit	Nil	Nil	Nil	Nil
- others, specify….	Nil	Nil	Nil	Nil
5 Others, please specify	Nil	Nil	Nil	Nil
Total (A)	8,40,000	8,40,000	8,40,000	25,20,000

B. Remuneration to other Directors:

Sr. No Particulars of Remuneration	Name of Director		Name of Director		Name of Director	Total Amount
1. Independent Director	Mr. Samirkumar Mapara		Mr. Viral Chitalia		Dr. Pratichi Mavani
-Fee for attending	Nil		Nil		Nil	Nil
Board/Committee
Meetings
Commission	Nil		Nil		Nil	Nil
- Others, please specify	Nil		Nil		Nil	Nil
Total (1)	Nil		Nil		Nil	Nil
2 Other Non-Executive	Nil		Nil		Nil	Nil
Directors
-Fee for attending	Nil		Nil		Nil	Nil
Board/Committee
Meetings
Commission	Nil		Nil		Nil	Nil
- Others, please specify	Nil		Nil		Nil	Nil
Total (2)	Nil		Nil		Nil	Nil
Total B= 1+2	Nil		Nil		Nil	Nil
Total Managerial	Nil		Nil		Nil	Nil
Remuneration
Other Ceiling as per Act	Nil		Nil		Nil	Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration		Name of KMP
	Mr. Mala Dattani (CFO) (April 22nd to 5th September 2019)	Mr. Bhakti Parekh (CFO) w.e.f. 06th March, 2020	Mr. Nagraj Mogaveera (CS)	Total
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	2,32,667	22,000	3,96,000	6,50,667
(b) Value of perquisites under Section 17(2) Income Tax Act, 1961	Nil	Nil	Nil	Nil
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	Nil	Nil	Nil	Nil
2 Stock Options	Nil	Nil	Nil	Nil
3 Sweat Equity	Nil	Nil	Nil	Nil
4 Commission	Nil	Nil	Nil	Nil
- as % of profit	Nil	Nil	Nil	Nil
- Others, specify….	Nil	Nil	Nil	Nil
5 Others, please specify	Nil	Nil	Nil	Nil
Total	2,32,667	22,000	3,96,000	6,50,667

7. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: -NOT APPLICABLE

Type	Section of the Companies Act	Brief Description	Details of Penalties/ Punishment/ Compounding Fees imposed	Authority [ RD/ NCLT/ COURT]	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment
Compounding

B. DIRECTORS
Penalty
Punishment
Compounding

C. OTHER OFFICER IN DEFAULT
Penalty
Punishment
Compounding