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Maximaa Systems Ltd.

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Maximaa Systems is not listed on NSE

Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2007 2005

Director’s Report

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 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 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 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. 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 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.

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 ‘Vigil Mechanism Policy’ in addition to the existing code of conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company’s 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. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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 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 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 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

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 “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 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, 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

Maximaa System Limited

Sd/-

MANOJSHAH

CHAIRMAN AND MANAGING DIRECTOR

Place: VALSAD

Date: 30.07.2016

Director’s Report