Mar 31, 2016
To,
The Members,
Maximaa Systems Limited
The Directors are pleased to present their 26th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2016.
1. FINANCIAL RESULTS:
The summarized financial performance of the Company for the financial year ended March 31, 2016 as compared to previous year is as under :
PARTICULARS |
Year ended March 31, 2016 |
Year ended March 31, 2015 |
Revenue |
18,63,39,367 |
25,57,63,131 |
Profit/Loss Before Taxes (PBT) |
2,56,190 |
1,49,883 |
Profit/Loss After Tax (PAT) |
3,05,007 |
1,54,515 |
Profit/Loss Brought from Previous year |
2,56,190 |
1,49,883 |
Profit/Loss carried to balance Sheet (after Adjustment) |
(2,12,72,046) |
(2,17,56,031) |
2. FINANCIAL HIGHLIGHTS/PERFORMANCE :
During the year under review, the Company has recorded a decreased in operating revenue by 27.14% compared with the previous year. The Profit & Loss before tax have increased by Rs. 106307 and the Profit & Loss after tax have increased by 150492. .
3. DIVIDEND :
The Board did not recommend any dividend for the year ended March 31, 2016.
4. RESERVES :
The Board proposes to carry Reserves of Rs. 40147000.
5. BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/ STATE OF COMPANYâS 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 companyâs working have also to be given. A statement justifying the reasons for the improvement/depressed results in comparison of the previous year is also required to be given.
Particulars |
Storage Systems Div. |
IT Services Div. |
Proyurveda Div. |
|||
Current Year |
Pervious Year |
Current Year |
Pervious year |
Current Year |
Pervious Year |
|
SEGMENT REVENUE |
||||||
Sales |
7,27,65,491 |
12,46,43,169 |
1,04,18,679 |
1,04,79,630 |
10,28,22,062 |
11,79,61,540 |
Other Income |
1,69,59,801 |
2,72,367 |
60,951 |
12,96,718 |
25,87,563 |
11,09,707 |
Net Sales/Income From Operations |
8,97,25,292 |
1,24,91,536 |
1,04,18,679 |
1,17,76,348 |
10,54,09,625 |
11,90,71,247 |
SEGMENT RESULT |
||||||
Profit before Tax, Depreciation & Interest |
8,37,00,709 |
11,07,34,535 |
78,68,314 |
81,87,881 |
9,32,47,079 |
10,65,74,216 |
Profit before Tax, depreciation & interest |
60,24,583 |
1,41,81,001 |
27,50,365 |
35,88,467 |
1,21,62,546 |
1,24,97,031 |
Less: Depreciation |
15,68,937 |
31,41,722 |
9,70,013 |
2,86,924 |
56,52,625 |
32,35,468 |
Profit after Depreciation |
44,55,646 |
1,10,39,279 |
17,80,352 |
33,01,543 |
65,09,920 |
92,61,563 |
Less: Interest |
42,75,232 |
1,14,40,402 |
- |
- |
60,64,984 |
98,41,392 |
Profit before Extraordinary Item |
1,80,414 |
-4,01,123 |
17,80,352 |
33,01,543 |
4,44,936 |
-5,79,829 |
Less: Extra-Ordinary Items |
- |
- |
- |
- |
- |
- |
Less: Provision for Taxation |
- |
- |
- |
- |
- |
- |
NET PROFIT |
1,80,414 |
-4,01,123 |
17,80,352 |
33,01,543 |
4,44,936 |
-5,79,829 |
OTHER INFORMATION |
||||||
Segment Assets |
19,90,39,025 |
22,91,42,822 |
3,67,60,588 |
3,90,29,288 |
22,83,10,555 |
31,66,25,408 |
Segment Liabilities |
17,62,87,813 |
19,22,75,142 |
4,09,075 |
6,24,788 |
26,32,96,700 |
24,98,23,314 |
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 COMPANYâS 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. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATECOMPANIES:
The Company acquired more than 51% shares of M/s. Proyurveda Lifescience Private Limited during the financial year and subsequently became the holding Company of the same.
9. 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 unauthorized 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.
10. PUBLIC DEPOSITS:
Your Company has not accepted any fixed deposits as defined under Section 73 of Companies Act, 2013 and rules framed there under.
11. DIRECTORS:
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
During the year under review, the Company appointed Mrs. Shaila Shah (DIN: 02567402) Shah as Non-executive Women Director.
Appointments / Resignations of the Key Managerial Personnel
Further, Ms. Dixita Patel resigned on 25th July, 2016 and subsequently Ms. Snehal Tondwalkar was appointed as the Company Secretary of the Company with effect from 30th July, 2016.
Further, Mr. Praveen Sethia, Chief Financial Officer was taken on record w.e.f. 01st January, 2016
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 Boardâs 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.
12. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met 6 times during the year under review. The details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report.
13. COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee which comprises of Mr. Milan Desai, Independent Director as Chairman and Mr. Viral Chitalia, Independent Director, Mr. Samirkumar Mapara, Independent Director, Mr. Mayur Shah, Jt. Managing Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.
14. 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 âVigil Mechanism Policyâ 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 Companyâs 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.
15. 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, 2016 in the prescribed format is given in Annexure 1 and forms part of this Report.
16. DIRECTORSâ 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, 2016 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;
(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; and
(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.
17. 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 there under, 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.
18. AUDITORSâ REPORT:
Auditors Report is self-explanatory and do not call for any explanation and clarification by directors.
19. 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.
20. 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 armâs 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.
21. SECRETARIAL AUDIT :
Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed Mr. Kunjal Dalal 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 3 and forms part of this Report.
There is no secretarial audit qualification for the year under review.
22. 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 Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this Annual Report.
23. 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.
24. 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 employeesâ 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 2015 - 16
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
25. INDUSTRIAL RELATIONS:
The industrial relations continued to be cordial during the year under review.
26. CAUTIONARY STATEMENT:
Statements in the Directorsâ 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 Companyâs operations include increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors
27. 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 âAâ 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 Year |
Previous Year |
|
REVENUE FROM FOREIGN EXCHANGE: |
||
Sales |
1,04,79,630 |
1,04,79,630 |
Other Income |
(60,951) |
12,96,718 |
Net Sales/Income From Operations(In Rupees) |
1,04,18,679 |
1,17,76,348 |
(In Dollars) |
1,55,782 |
1,18,999 |
28. 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, companyâs 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 System Limited
Sd/-
MANOJSHAH
CHAIRMAN AND MANAGING DIRECTOR
Place: VALSAD
Date: 30.07.2016
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
thatÂ
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