As on: Apr 18, 2024 09:27 PM
To,
The Members,
Your Directors have pleasure in presenting their 27thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.
1. FINANCIAL RESULTS:
REVIEW OF OPERATIONS,
The Company during the financial year under review, has generated revenue of Rs.15.60 lacs (previous year Rs.24.33 lacs), resulting in Loss of Rs.12.60 lacs (loss in previous year Rs.1.59 lacs) and the total expenditure during the year is Rs. 28.36 lacs against expenditure of previous year was Rs. 22.73 lacs.
2. DIVIDEND:
There were no profits earned during the year and therefore not declared any dividend for the current financial year.
3. TRANSFER TORESERVES:
There are no amounts transferred to Reserves during the year under review. However credit balance of Profit and Loss Account is transferred to Reserves and Surplus in Balance Sheet.
4. CHANGE IN PROMOTERS
There is no change in promoter during the year under review, except as mentioned in point 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 to an accident hence he ceased to be the promoter. Mrs. Roshni Rahul Saraf who, being his wife and belonging to the promoter group has been appointed as WTD and CFO of the company in his place. Further, to maintain continuity of the business operations, timely implementation of proposed projects of the company and in the larger interest of all the stakeholders of the company, Mrs. Roshni Rahul Saraf has infused the outstanding money receivable on the convertible warrants. Hence the warrants are now being converted into Equity Shares of the company in the name of Mrs. Roshni Rahul Saraf (being Shri Rahul Saraf's legal heir) with other terms and conditions attached with the issue of warrants remain 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 Rahul Saraf 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, the Directors' state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the 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 had prepared the annual accounts on a going concern basis;
e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all 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.
8. DEPOSITS:
During the financial year 2019-20, your Company has not accepted any deposit within the meaning 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 is attached and form part of the report.
10. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2020 was Rs.10,66,20,390/- comprising 2,13,24,078 Equity Shares of Rs.5/- each.
11. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor 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 to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by SEBI (Listing Obligation And Disclosure Requirement) Regulation, 2015, the 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 Listing Regulations and Maxgrow India Limited (Formerly known as Frontline Business Solution Limited) as corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. B.N. Kedia & Co., Chartered Accountant regarding compliance of conditions of corporate governance as stipulated in Listing Regulations has been annexed with the report.
15. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2018-2019, no complaints 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, the following changes have been made in the Board structure of the Company after the end of this financial year:
17. DECLARATION OF INDEPENDENT DIRECTOR:
The Company has received declaration from Independent Director that they meet the criteria 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 Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working if its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried 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 the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as "Annexure A".
21. PARTICULARS OF EMPLOYEES:
There is no employee drawing remuneration falling within the limits specified under Section 134(3) and 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) 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 investments covered 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 Social Responsibility initiatives as the said provisions are not applicable.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2019-20, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2019-20, there were no transactions with related parties which qualify as material transactions 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 would impact 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 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, are as below:
• Energy Conservation: During the period under review there was no Energy conservation.
• Technology Absorption: During the period under review there was no Technology Absorption.
• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.
27. STATUTORY AUDITORS:
M/s. B.N. Kedia & Co., Chartered Accountant was appointed as the Statutory Auditor of the Company to hold office till the conclusion of 29th Annual General Meeting at the 26th Annual General Meeting held on 30thth September, 2020. In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every Annual General Meeting.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
28 . AUDITORS' OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
29. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has M/s. Ratish Tagde & Associates. For conducting secretarial audit of the Company for the financial year 2019-20.
The Secretarial Audit Report is annexed herewith as "Annexure B".
The Qualification of Secretarial Auditor in its report and the Company' response thereto is set forth below:
• The Company has not complied with Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, which required to issue a public notice in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated. Company's Response to the above Qualifications:
During the year under review, all efforts were made by the Company to regularize the compliance as required.
• Company application for change of name is pending with the BSE due to non-compliance of Reg. 45 of SEBI (LODR) Regulations, 2015 which required at least 50% of the company's total revenue in the preceding 1 year period has been accounted from the new activity suggested by the new name. The same is not complied by the Company.
Company's Response to the above Qualifications:
The Company regularizing the compliance as required and under the process of re-submission the same.
• Company application for listing of shares arising out of conversion of warrants is pending with the stock exchange and marked for re-submission.
During the period under review, the Company is under the process to regularize the compliance.
• The Company has not complied the provision of Section 177 and Section 178 of the Companies Act, 2013 and also violating Regulation 18, SEBI (LODR) Regulations, 2015 for the composition of the Audit Committee. It is also observed that there is non- compliance of Regulation 27, pertaining to Corporate Governance which has also resulted in a non-compliance of the composition of Board & Audit Committee.
30. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report.
31. ACKNOWLEDGEMENTS:
Your Directors thank the Company's bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company.