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Directors Report of Maximaa Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 25th Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial year ended March 31, 2015 as compared to previous year is as under:

PARTICULARS Year ended Year ended March 31, March 31, 2015 2014

Revenue 25,57,63,131 28,67,98,532

Profit/Loss Before Taxes (PBT) 1,49,883 10,21,060 (Adjusted Profit)

Profit/Loss After Tax (PAT) 1,54,515 4,88,302 (Adjusted Profit)

Profit/Loss Brought from Previous year 1,49,883 10,21,060

Profit/Loss carried to balance (2,17,56,030) (2,19,10,539) Sheet (after Adjustment)

2. FINANCIAL HIGHLIGHTS/PERFORMANCE:

During the year under review, the Company has recorded a decrease in operating revenue by 10.82%, compared with the previous year. The Profit & Loss before tax have reduced by Rs 871177/- and the Profit & Loss after tax have reduced by Rs 333787/-.

3. DIVIDEND:

The Board does not recommend any dividend for the year ended March 31,2015.

4. RESERVES:

The Board proposes to carry Reserves of Rs. 3,99,53,839.

5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OF COMPANY'S AFFAIR

If there is more than one division, division wise working details are required to be given. Besides, working details of current years and future prospects of the company's working have also to be given. A statement justifying the reasons for improvement/depressed results in comparison of the previous year is also required to be given.

Segment Information for the Year Ended 31st March, 2015

Particulars Storage Systems Div. IT Services Div.

Current Previous Current Previous Year Year Year Year

SEGMENT REVENUE

Sales 124,643,169 98,376,649 10,479,630 16,085,548

Other Income 272,367 1,643,727 1,296,718 1,735,738

Net Sales/

Income From Operations 124,915,536 100,020,376 11,776,348 17,821,286

Profit before Tax, Depreciation & Interest 110,734,535 13,471,407 8,187,881 8,844,702

Profit before Tax, depreciation & interest 14,181,001 13,471,407 3,588,467 8,844,702

Less : Depreciation 3,141,722 3,003,042 286,924 139,036

Profit After Depreciation 11,039,279 10,468,365 3,301,543 8,705,666

Less : Interest 11,440,402 6,822,098 - -

Profit before Extra Ordinery Item (401,123) 3,646,267 3,301,543 8,705,666

Less: Extra Ordinery Items - - - -

Less: Provision for Taxation - - - -

NET PROFIT (401,123) 3,646,267 3,301,543 8,705,666

OTHER INFORMATION

Segment Assets 229,142,822 192,825,557 39,029,288 37,772,633

Segment Liabilities 192,275,142 94,086,986 624,788 673,626

Particulars Proyurveda Div.

Current Previous Year Year

SEGMENT REVENUE

Sales 117,961,540 168,864,842

Other Income 1,109,707 92,028

Net Sales/

Income From Operations 119,071,247 168,956,870

Profit before Tax, Depreciation & Interest 106,574,216 9,447,089

Profit before Tax, depreciation & interest 12,497,031 9,447,089

Less : Depreciation 3,235,468 1,568,145

Profit After Depreciation 9,261,563 7,878,944

Less : Interest 9,841,392 5,400,149

Profit before Extra Ordinery Item (579,829) 2,478,795

Less: Extra Ordinery Items - -

Less: Provision for Taxation - -

NET PROFIT (579,829) 2,478,795

OTHER INFORMATION

Segment Assets 316,625,408 127,082,501

Segment Liabilities 249,823,314 122,666,746

6. 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.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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.

8. 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.

9. PUBLIC DEPOSITS:

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

10. DIRECTORS:

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mayur Shah (DIN 00016358) and Mr. Mahesh Shah (holding DIN 00017559) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment. The requisite particulars in respect of Directors seeking re-appointment are given in Corporate Governance Report.

Appointments / Resignations from the Board of Directors

The Company had appointed Mr. Samirkumar Mapara (holding DIN 02771006) and Mr. Viral Chitalia (holding DIN 02174156) as Independent Directors of the Company w.e.f 27th September, 2014 for a period of five years. All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the stock exchanges.

Appointments / Resignations of the Key Managerial Personnel

Mr. Manoj Shah, Chairman & Managing Director; Mr. Praveen Sethia, Chief Financial Officer and Ms. Dixita Patel, Company Secretary cum compliance officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

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.

11. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 10 times during the year under review. The details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report.

12. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

13. 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 31,2015 in the prescribed format is given in Annexure A and forms part of this Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 at the end of the financial year 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.

15. STATUTORY AUDITORS:

The present Auditors of the Company M/s D.D. Desai & Associates, Chartered Accountants [Firm Registration No. 102297W], Gujarat, had tendered their resignation to act as the Statutory Auditors of the Company with effect from 30th June, 2015.

As per the provisions of section 139(8) of the Companies Act, 2013 and rules made thereunder, the Board has considered the appointment of M/s. KCPG &Co., Chartered Accountants [Firm Registration No.140913W], Gujarat, to fill up casual vacancy caused on account of resignation of M/s D.D. Desai & Associates, Chartered Accountants [Firm Registration No. 102297W], Gujarat, with effect from 30th June, 2015 subject to the ratification of appointment by the members of the Company from this Annual General Meeting and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the ensuing Annual General Meeting on such remuneration as may be agreed upon.

16. AUDITORS' REPORT:

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions are entered into during the financial year under review were in ordinary course of business and on an arm's 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 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.

19. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed Mr. KunjalDalal of K Dalal& Co, Practicing Company Secretary (C. P. No. 3863) as Secretarial Auditor to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure B and forms part of this Report.

There is no secretarial audit qualification for the year under review.

20. CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance requirements as per the revised Clause 49 of the Listing Agreement with the stock exchanges. A separate report on CorporateGovernance along with a Certificate of Compliance from the Auditors forms a part of this Annual Report.

20. 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.

21. 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 on working days 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 FY 2014-15.

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 D and forms part of this Report.

22. INDUSTRIALRELATIONS:

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

23. CAUTIONARY STATEMENT :

Statements in the Directors' Report and the Management Discussion and Analysis 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 Company's operations include increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors.

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

Information as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out hereunder.

A) Conservation of Energy

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form "A" to annexure in respect of industries specified in the schedule thereto: Not Applicable.

B) Technology Absorption

Research & Development (R & D):

a. Specific area in which R & D carried by the company: None at Present

b. Benefits derived as a result of the above R & D: Does not arise.

c. Future plan of action: At present it is not under consideration

d. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

a. Efforts being made towards technology absorption, adaptation and innovation: None

b. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

c. Imported technology: Not applicable as technology has not been imported.

C) Foreign Exchange Earnings and Outgo:

Particulars IT Services Div.

Current Previous Year Year

REVENUE FROM FOREIGN EXCHANGE

Sales : 1,04,79,630 1,60,85,548

Other Income : 12,96,718 17,35,738

Net Sales/Income From Operations (In Rupees) : 1,17,76,348 1,78,21,286

(In Dollar) : 1,18,999 3,27,232

25. 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, company's 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

MANOJSHAH CHAIRMAN AND MANAGING DIRECTOR

Place : VALSAD Date : 08/09/2015


Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure in presenting the 24th Annual Report and Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial year ended March 31, 2014 as compared to previous year is as under:

PARTICULARS Year ended Year ended March 31, March 31, 2014 2013

Revenue 28,67,98,532 24,35,05,305



Profit/Loss Before Taxes (PBT) 10,21,060 (54,82,007) (Adjusted Profit)

Profit/Loss After Tax (PAT) 4,88,302 (54,82,007) (Adjusted Profit)

Profit/Loss Brought from Previous year 54,82,007) (94,68,716)

Profit/Loss carried to balance Sheet (2,19,10,539) 2,23,98,841) (after Adjustment)

FINANCIAL HIGHLIGHTS/PERFORMANCE:

During the year under review, the Company has recorded an increase in operating revenue by 17.78%, compared with the previous year.

DIVIDEND:

The Board do not recommend any dividend for the year ended March 31, 2014.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58 of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mayur Shah (holding DIN 00016358) & Mr. Mahesh Shah (holding DIN 00017559), Directors of the Company, shall retire by rotation and being eligible offer themselves for re- appointment at the ensuing Annual General Meeting.

Mr. Samirkumar Mapara and Mr. Viral Chitalia is appointed as and Additional Director w.e.f. 30th August, 2014. His appointment as director is proposed in the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

ii. the directors have 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 March 31, 2014 and of the Profit of the Company for that year;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s D.D. Desai & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment to audit the accounts of the Company for the Financial Year 2014-15.

The Company has received letter from M/s D.D. Desai & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of section 139 of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

AUDITORS'' REPORT:

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

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 and other applicable provisions and Rule 5(1) of the companies (cost records and audit) rules, 2014, it is not yet clarified whether our company is required to appoint Cost Auditor or not. We are awaiting for Central Government to come up with the rules for the same.

The cost audit report for the financial year 2012-2013 which was due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the company''s financial year to which the report relates as per the Circular No. 2/2013 was filed on June 04, 2013.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

Your Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the company do not have any employee drawing salary in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars Of Employees) Rules 1975 the particulars should be treated as NIL.

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

a) Conservation of Energy

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form "A" to annexure in respect of industries specified in the schedule thereto: Not Applicable.

b) Technology Absorption

Research & Development (R & D):

a. Specific area in which R & D carried by the company: None at Present

b. Benefits derived as a result of the above R & D: Does not arise.

c. Future plan of action: At present it is not under consideration

d. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

a. Efforts being made towards technology absorption, adaptation and innovation: None

b. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

c. Imported technology: Not applicable as technology has not been imported.

c) Foreign Exchange Earnings and Outgo: As per balance Sheet INDUSTRIAL RELATIONS:

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

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, company''s 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

MANOJSHAH CHAIRMAN AND MANAGING DIRECTOR

Place: VALSAD Date: 30.08.2014


Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the 23rd Annual Report and Audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial year ended March 31, 2013 as compared to previous year is as under:

PARTICULARS Year ended Year ended 31.03.2013 31.03.2012

Revenue 24,35,05,305 20,94,24,597

Profit/Loss Before Taxes (PBT) (Adjusted Profit) (54,82,007) (92,19,142)

Profit/Loss After Tax (PAT) (Adjusted Profit) (54,82,007) (94,68,716)

Profit/Loss Brought from Previous year (94,68,716) (74,48,118)

Profit/Loss carried to balance Sheet (after Adjustment) (2,23,98,841) (1,69,16,834)

FINANCIAL HIGHLIGHTS/PERFORMANCE:

During the year under review, the Company has recorded an increase in operating revenue by 16.27%, compared with the previous year.

Further the Income from sales of products has increased from Rs. 8,42,14,111 to 10,40,47,644. The I.T. Division earned Rs.4,15,83,569 (Previous year Rs.1,59,35,822) as service charges.

DIVIDEND:

The Board does not recommend any dividend for the year ended March 31, 2013.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manoj Shah & Dr. Milan Desai, Directors of the Company, shall retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Dipak Mistry is appointed as an Additional Director w.e.f 14th August 2013. His appointment as director is proposed in the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) the directors have 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 March 31, 2013 and of the Profit of the Company for that year;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s D.D. Desai & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s D.D. Desai & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits of section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS'' REPORT:

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

COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Pharmaceutical Products (Proyurveda and Nutraceutical- Ayurvedic preparations) every year. The Company has appointed M/s B.F. Modi & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14. The cost audit report for the financial year 2011-2012 which was due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the company''s financial year to which the report relates or by February 28, 2013, whichever is later as per the Circular No. 2/2013 was filed on January 26, 2013.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report.

Your Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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.

STATUTORY INFORMATION:

A. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the company do not have any employee drawing salary in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars Of Employees) Rules 1975 the particulars should be treated as NIL.

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

a) Conservation of Energy

a. Energy conversation measures taken: None at present

b. Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c. Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d. Total energy consumption and energy consumption per unit of production as per Form "A" to annexure in respect of industries specified in the schedule thereto: Not Applicable.

b) Technology Absorption

Research & Development (R & D):

a. Specific area in which R & D carried by the company: None at Present

b. Benefits derived as a result of the above R & D: Does not arise.

c. Future plan of action: At present it is not under consideration

d. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

a. Efforts being made towards technology absorption, adaptation and innovation: None

b. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

c. Imported technology: Not applicable as technology has not been imported.

c) Foreign Exchange Earnings and Outgo: As per balance Sheet INDUSTRIAL RELATIONS:

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

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, company''s 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

MANOJ SHAH

CHAIRMAN AND MANAGING DIRECTOR

Place: VALSAD

Date: 14.08.2013


Mar 31, 2012

The Directors have the pleasure in presenting the 22nd Annual Report and Audited Accounts of the Company for the year ended on March 31, 2012.

FINANCIAL RESULTS:

The summarized financial performance of the Company for the financial year ended March 31, 2012 as compared to previous year is as under:

PARTICULARS

Year ended Year ended March 31, 2012 March 31, 2011

Revenue 20,94,24,597 19,05,92,059

Profit/Loss Before Taxes (PBT) (Adjusted Profit) (92,19,142) 4,888,622

Profit/Loss After Tax (PAT) (Adjusted Profit) (94,68,716) 4,733,693

Profit/Loss Brought from Previous year (74.48,118) (121,81,611)

Profit/Loss carried to balance Sheet (after Adjustment) (1,69,16,634) (74,46,116)

FINANCIAL HIGHLIGHTS:

During the year under review, the Company recorded an increase in operating revenue by 9.88%. compared with the previous year.

Further the Income from sales of products was decreased from Rs. 11.57,00,590 to Rs. 6,42,14.111. The I.T. Division earned Rs. 1,59,35,822 (Previous year Rs. 1,51,44,016) as service charges.

DIVIDEND :

In view of brought forward losses the directors do not recommend any dividend for the year ended 31st March, 2012.

PREFERENTIAL ISSUE,;

During the year, your Company has issued and allotted 7,50,000 Equity Shares to Dr. Milan Desai and 7,50,000 Equity Shares to M/s Tanushir Mercantile Private Limited on preferential basis.

The Company has got in Principal Approval, listing and Trading Approval from the Stock Exchange for the same shares.

SUB DIVISION:

During the year, pursuant to sub division of face value of equity shares from Rs. 10 to Rs. 2 each, the share capital of the company has been increased with the ratio of 1:5. The current share capital of your company is Rs. 10,04,72,510 divided into 5,02,36,255 equity shares of Rs. 2 each.

CREDIT RATING:

Your company is under credit rating procedure with CARE Rating.

FIXED DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with section 58A of the Companies Act, 1956 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

DIRECTORS:

In accordance with Article of Association of the Company, Mr. Mahesh Shah and Dr. D.R.K Reddy, retire by rotation at the ensuing Annual General Meeting and being eligible; offer themselves for re-appointment to the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors confirm that

i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departure.

ii. the directors have 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 March 31, 2012 and of the Profit of the Company for that year;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s D. D. Desai & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from M/s D. D. Desai & Associates, Chartered Accountants, to the effect that their appointment. If made, would be within the prescribed limits of section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS' REPORT:

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

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges, forms part of the Annual Report

Your Company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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.

STATUTORY INFORMATION :

A. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the company do not have any employee drawing salary in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars Of Employees) Rules 1975 the particulars should be treated as NIL.

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

a) Conservation of Energy

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form "A" to Annexure in respect of industries specified in the schedule thereto: Not Applicable.

b) Technology Absorption Research & Development (R & D):

a. Specific area in which R&D carried by the company: None at Present

b. Benefits derived as a result of the above R&D: Does not arise.

c. Future plan of action: At present it is not under consideration

d. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

a. Efforts being made towards technology absorption, adaptation and innovation: Nona

b. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development. Import substitution etc. : None

c. Imported technology: Not applicable as technology has not been imported.

c) Foreign Exchange Earnings and Outgo: As per balance Sheet.

INDUSTRIAL RELATIONS:

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

ACKNOWLEDGMENTS:

Your Directors would like to express their sincere appreciation of the cooperation and assistance received from the Authorities, Stock Exchanges, Registrar and Share Transfer Agents, Business Associates, employees, customers, suppliers, company's 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 successful performance during the year

FOR AND ON BEHALF OF THE BOARD MANOJ SHAH CHAIRMAN AND MANAGING DIRECTOR

Place : VALSAD Date : 14-08-2012


Mar 31, 2010

The directors have pleasure in presenting their Tweenth annual report and the audited statement of accounts for the year ended on 3lst March. 2010 together with the auditors report thereon.

The Directors of your Company are pleased to present the fifteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March. 2010.

Amalgamation of Mapara Furniture Pvt Ltd and Maximaa Infoways Pvt ltd with Maximaa Systems Ltd.

The Scheme of Amalgamation of Maara Fumiture Pvt Ltd and Madmaa Infoeays Pvt Ltd with Maximaa Systems ltd with effect from 1st Jury, 2009 was sanctioned by Honble High Court of Ahmedabad, Gujarat on 12th Jury, 2010 and Honble High Court of Mumbal on 11th June,20l0.

Amalgarnaoon of the Transferor Companies with Transferr Company would strengthen and consolidate the position of both the amalgamating and amalgamated Company and will enable the amalgamated Company to participate more vigorously and profitably an wcreaftngly competitive and fcberafcred market The amalgamated Company will be in a postion to generate additional funds and to further diversify and expand Its business and attain better competitive edge in the interst of all constributs of both companies The amalgamation result in improved asset base and enable the transferee Company to raise resources for tuture growth and expansion of the business.

FINANCIAL RESULTS

The summarised financial results for yearend 31st March 2010 are as under

Rupees In lacs

Particulars 2009-10 2008-09

Net sales 1652.78 1589.96

Other income 13.51 11.64

Total expenditure 1692.35 1494.81

Profrt (+)/loss (-) after Interest but before depreciation & 26.05 106.80 taxation

Depreciation 136.07 23.71

Taxation 0 0.67

Net profit (+)/loss (-) (1751.03) 81.73

DIVIDEND

In view of brought forward losses the directors do not recommend any dividend for the year ended 31st March 2010.

COMPANY PERFORMANCE

The Income from sales of products were increased from, 1589.96 lacs to Rs. 1652.78 lacs The Company achieved increase in sales in spite of heavy competition. The L.T. Division earned 34.00 lacs (Previous year Rs 47.79 Lacs) as service charges. The company has also started trading in fumlture and contmuoutfy lay more stress on trading busness to Increase turnover and profit.

BOARD OF DIRECTORS:

There was no change in constitution of Board of Directors. Shri Parth Mehta and shri Samir Mapara retire by rotation at ensuing Annual General Meeting and they are eligebale for reappointment.

AUDITORS:

M/s. H.P. Shah Associates, Chartered Accountants. retire at this Annual General Meeting however they have expressed their unwillingness to be appointed as auditors of the company. Company has received letter from M/s D. D. Desai & Associates, Quartered Accountants showing their consent and willingness to be appointed as statutory Auditors of company for the financial year 2010 -2011. This will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commends their appointment.

AUDITORS REPORT

The auditors report is self explanatory and do not call for any explanation or danficabon by directors.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the company secretary regarding compliance of the conditions of Corporate Governance as stipulated in dause 49 of the Listing Agreement with stock exchange, is enclosed.

DEMATERIALISATION OF SHARES:-

The Company converted its shares into dematerialized form by all the investors with National Securities Depository Ltd. (NSDL) and Central Depository Services India Ltd. (CDSL) with effect from 01.06.2000 and 01.08.2000 respectively. 81.35% of shares were converted into dematerialized form as on 31.03.2010.

STATUTORY INFORMATION:

1) Information under section 217 (1)(e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable since company does not have any employee drawing remuneration in excess if limits prescribed.

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form "A" to annexure in respect of industries specified In the schedule thereto: Not Applicable.

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

1. Specific area In which R&D carried by the company: None at Present

2. Benefits derived as a result of the above R&D: Does not arise.

3. Future pian of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology: Not applicable as technology has not been imported.

C.FOREIGN EXCHANGE EARMING AND OUTGO: As per balance Sheet

INFORMATION UNDER SECTION 217 (2A) Of THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS Of EMPLOYEES) RULES 1075 AS AMENDED UP TO DATE.

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies

DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 affars of the company at the end of financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions or the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irrecgularities, and

iv) The Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

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

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees,customers, suppliers, companys bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors

Place :Valsad

Date :14.08.2010 Whole Time Directors



 
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