Your Directors have pleasure in presenting their 25thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.
1. FINANCIAL RESULTS:
|Particulars (Standalone) ||(Amount in INR) |
| ||2018-19 ||2017-18 |
|Total Income ||2433697 ||84291381 |
|Total Expenditure ||2273823 ||85387544 |
|Profit /(loss)before exceptional items and Tax ||159874 ||(1096163) |
|Less: Exceptional items ||- ||- |
|Profit /(loss)before Tax ||159874 ||(1096163) |
|Less: Current Tax (Net of MAT Credit) ||35525 ||- |
|Previous Year Tax ||- ||- |
|Deferred Tax ||50768 ||22408 |
|Profit /(loss)For the Year ||73581 ||(1073755) |
|Earning per Equity Share (Face Value: Rs. 5/-) || || |
|Basic ||0.00 ||(0.05) |
|Diluted ||0.00 ||(0.05) |
REVIEW OF OPERATIONS
The Company during the financial year under review has generated revenue of Rs.24.34lacs (previous year Rs.842.91 lacs) resulting in Profit of Rs.0.74 lacs (loss in previousyear Rs.10.74 lacs) and the total expenditure during the year is Rs. 22.73 lacs againstexpenditure of previous year was Rs. 853.87 lacs.
There were no profits earned during the year and therefore not declared any dividendfor the current financial year.
3. TRANSFER TORESERVES:
There are no amounts transferred to Reserves during the year under review. Howevercredit balance of Profit and Loss Account is transferred to Reserves and Surplus inBalance Sheet.
4. CHANGE IN PROMOTERS
There is no change in promoter during the year under review except as mentioned inpoint no-5 below.
5. Demise of Shri Rahul Saraf Promoter of the company
During the year under review the promoter of company Shri Rahul Saraf expired due toan accident hence he ceased to be the promoter. Mrs. Roshni Rahul Saraf who being hiswife and belonging to the promoter group has been appointed as WTD and CFO of the companyin his place. Further to maintain continuity of the business operations timelyimplementation of proposed projects of the company and in the larger interest of all thestakeholders of the company Mrs. Roshni Rahul Saraf has infused the outstanding moneyreceivable on the convertible warrants. Hence the warrants are now being converted intoEquity Shares of the company in the name of Mrs. Roshni Rahul Saraf (being Shri RahulSaraf's legal heir) with other terms and conditions attached with the issue of warrantsremain unaltered.
MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
There is not any material changes done during the year Except Demise of Shri RahulSaraf on 16.06.2019
6. DIRECTORS' RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
9. CASH FLOW STATEMENT:
Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation 2015 isattached and form part of the report.
10. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31 2019 was Rs.106620390/- comprising21324078 Equity Shares of Rs.5/- each.
11. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015the Management discussion and Analysis Report which forms part of this Annual Report.
14. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingRegulations and Maxgrow India Limited (Formerly known as Frontline Business SolutionLimited) as corporate governance norms. The Company is in compliance with the provisionson corporate governance specified in the Listing Agreement with BSE. The Compliancecertificate from M/s. B.N. Kedia & Co. Chartered Accountant regarding compliance ofconditions of corporate governance as stipulated in Listing Regulations has been annexedwith the report.
15. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2018-2019 nocomplaints were received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year there were no change in Board structure of the Company further thefollowing changes have been made in the Board structure of the Company after the end ofthis financial year:
|Sr.No. ||Name Of Directors ||DIN ||Date Of Appointment ||Date Of Resignation ||Designation |
|1. ||Rahul Saraf ||01494992 ||27/07/2018 ||18/06/2019 ||Whole-time Director |
|2. ||Purnima Parashar ||07675850 ||27/07/2018 ||07/08/2019 ||Independent Director |
|3. ||Rishabh Sharma ||08051566 ||27/07/2018 ||- ||Independent Director |
|4. ||Gita Devi Agarwal ||08126967 ||27/07/2018 ||- ||Non Executive Director |
|5. ||Amit Kumar Singh ||08509782 ||07/08/2019 || ||Non Executive Director |
|6. ||Roshni Rahul Saraf ||01909213 ||07/08/2019 ||- ||Chairperson cum Whole time Director and Chief Financial Officer |
17. DECLARATION OF INDEPENDENT DIRECTOR:
The Company has received declaration from Independent Director that they meet thecriteria of independence as laid down under Section 149(6) of the Act.
18. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working if its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
19. BOARD AND BOARD COMMITTEES:
The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".
21. PARTICULARS OF EMPLOYEES:
There is no employee drawing remuneration falling within the limits specified underSection 134(3) and 197 of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 2011 hence no statement is enclosed.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2018-19 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2018-19 there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:
Energy Conservation: During the period under review there was no Energyconservation.
Technology Absorption: During the period under review there was noTechnology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or out flow.
27. STATUTORY AUDITORS:
M/s. B.N. Kedia & Co. Chartered Accountant was appointed as the Statutory Auditorof the Company to hold office till the conclusion of 29th Annual GeneralMeeting at the 26th Annual General Meeting held on 30thth September 2019. Interms of the provision of Section 139(1) of the Companies Act 2013 the appointment shallbe placed for ratification at every Annual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
28. AUDITORS' OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
29. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has M/s. RatishTagde & Associates. For conducting secretarial audit of the Company for the financialyear 2018-2019.
The Secretarial Audit Report is annexed herewith as "Annexure B".
The Qualification of Secretarial Auditor in its report and the Company' responsethereto is set forth below:
The Company has not appointed Company Secretary and Chief Financial Officer asthe Key Managerial Personnel as required under the provisions of Sec 203(1)(ii) &(iii) read with Rule 8 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Company has not designate Qualified Company Secretary as a Complianceofficer as required under the Regulation 6 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015
Company's Response to the above Qualifications:
During the year under review all efforts were made by the Company to fill up theposition of Company Secretary and CFO but could not find a suitable candidate for the saidposition.
Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)Regulation 2015 Section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Rules 2014 and Section 91 of the Companies Act 2013 readwith Rule 10 of the Companies (Management and Administration) Rules 2014 Non Publicationof Results Audited and Unaudited in News paper.
Company's Response to the above Qualifications:
The Company has not dispatching Audited/Unaudited Results because financial position ofthe Company does not allow Board to incur such expenditure keeping in mind that theresults are made available for investors and market through Stock Exchange. The Companyon timely basis submits the results to the Exchange to bring the information in publicdomain
The Company has not appointed internal auditor as required under Sec 138 of theCompanies Act 2013.
Company's Response to the above Qualifications:
During the period under review the Company has not entered into substantial financialtransactions and hence the Company has not appointed Internal Auditor. However the Companyhas adequate mechanism for internal financial control.
The Company has not filed the Form MGT-14 for resolution passed by shareholdersin Extra-Ordinary General Meeting of the Company held on 01st March 2018.
Company's Response to the above Qualifications:
The Company is in the process for filing the form MGT-14 to the Registrar of Company.
30. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.
Your Directors thank the Company's bankers financial institutions Central Governmentother government authorities and shareholders for their consistent support to the Company.The Directors also sincerely acknowledge to the significant contributions made by allstake holders for their dedicated services and support to the Company.
| ||On behalf of Board of Directors || |
| ||Mr.Roshni Rahul Saraf ||Mrs.Geeta Devi Agrwal |
|Place: Mumbai ||Whole-time Director ||Director |
|Date: 07th August 2019 ||DIN: 01909213 ||DIN: 08126967 |
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
i. Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2018-19 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector and Company Secretary during the financial year 2018-19.
|Sr. No. ||Name of Director / KMP ||Designation ||Ratio of remuneration of each Director to median remuneration of Employees ||Percentage increase in Remuneration |
|1 ||Mrs. Roshni Rahul Saraf ||Chairperson Cum Whole-Time ||Nil ||0.00 |
| || ||Director Cum Chief Financial Officer || || |
ii. The percentage increase in the median remuneration of Employees for the financialyear was nil.
iii. Number of permanent Employees on rolls of the Company as on March 31 2019 is 09
iv. Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was nil and the Company has not paid anymanagerial remuneration during the financial year.
v. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
| || ||On behalf of Board of Directors |
|Place: Mumbai ||Roshni Rahul Saraf ||Geeta Devi Agrwal |
|Date: 07th August 2019 ||Whole-time Director ||Director |
| ||DIN: 01909213 ||DIN: 08126967 |