Dear Members,
Your Directors have pleasure in presenting the 7th (Seventh)
Board's Report along with the Audited Financial Statements of your Company for the
Financial Year ended March 31, 2022 ("FY 2022"). This Report is prepared on the
basis of Standalone Financial Statements of the Company for FY 2022 and the consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
Standalone Financial Results
The standalone financial performance of your Company is summarized
below:
(Rs in Lakh)
Particulars |
FY 2021-22 |
FY 2020-21 |
Income |
|
|
Revenue from Operations |
1,980.98 |
2,954.20 |
Other Income |
48,842.97 |
170.57 |
Total Revenues |
50,823.95 |
3,124.77 |
Expenditure |
|
|
Employee benefits expense |
867.18 |
842.69 |
Finance costs |
321.89 |
332.87 |
Depreciation and amortization expense |
378.41 |
371.46 |
Other expenses |
936.40 |
714.78 |
Total Expenses |
2,503.88 |
2,261.80 |
Profit/(Loss) before Tax |
48,320.07 |
862.97 |
Tax expense |
9,974.57 |
165.42 |
Profit/(Loss) after Tax |
38,345.50 |
697.55 |
Consolidated Financial Results
The consolidated financial performance of your Company and its
subsidiaries is summarized below:
(Rs in Lakh)
Particulars |
FY 2021-22 |
FY 2020-21 |
Continuing operations |
|
|
Income |
|
|
Revenue from Operations |
10,096.71 |
6,669.98 |
Other Income |
992.58 |
718.81 |
Total Revenues |
11,089.29 |
7,388.79 |
Expenditure |
|
|
Cost of raw materials consumed |
705.33 |
191.04 |
Change in inventories of finished goods, traded goods and
work in progress |
1,850.94 |
1,557.97 |
Employee benefits expense |
1,316.28 |
1,461.78 |
Finance costs |
1,657.28 |
1,718.84 |
Depreciation and amortization expense |
1,481.29 |
1,311.46 |
Other expenses |
3,651.72 |
3,664.84 |
Total Expenses |
10,662.84 |
9,905.93 |
Profit/(Loss) before exceptional items and tax |
426.45 |
(2,517.14) |
Exceptional items |
- |
(2,699.89) |
Profit before tax from continuing operations |
426.45 |
(5,217.03) |
Attributable tax expense |
(39.15) |
(755.25) |
Profit/(Loss) after Tax |
465.60 |
(4,461.78) |
Particulars |
FY 2021-22 |
FY 2020-21 |
Discontinued operations |
|
|
Revenue from operations |
126,984.14 |
111,388.56 |
Other income |
1,029.34 |
1,043.86 |
Total expenses |
106,189.26 |
99,029.04 |
Profit before tax |
21,824.22 |
13,403.38 |
Gain on sale of discontinued operations (also refer note 4) |
40,922.47 |
- |
Tax expenses/(credit) (also refer note 4) |
17,339.72 |
3,232.11 |
Profit for the period from discontinued operations (refer
note 7) |
45,406.97 |
10,171.27 |
Profit for the period from continuing and discontinued
operations |
45,872.57 |
5,709.49 |
Attributable to: |
|
|
Equity holders of parent |
38,768.48 |
767.83 |
Non-controlling interest |
7,104.09 |
4,941.66 |
In accordance with the Companies Act, 2013 ("the Act") and
Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the audited Consolidated Financial Statements are
provided as part of this Annual Report and shall also be laid before the ensuing Annual
General Meeting ("AGM") of the Company.
The Standalone and Consolidated Financial Statements have been prepared
in accordance with the Indian Accounting Standards (IND AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015 (as amended from time to time).
Company's Performance / Operations
In FY 2022, the Company reported consolidated revenues from continuing
operations of 10,096.71 Lakh and a Profit after tax of 465.60 Lakh.
Dividend
Considering the future business plans of the Company, the Board of
Directors of the Company do not recommend any dividend on the equity shares of the Company
for FY 2022.
Transfer to Reserves
The Company did not transfer any amount out of profits to General
Reserve during FY 2022.
Listing Information
The equity shares of the Company are traded on BSE Ltd. (Scrip Code
539940') and National Stock Exchange of India Ltd. (Symbol MAXVIL')
effective June 22, 2016. The ISIN number for dematerialisation of the equity shares of the
Company is INE154U01015.
The annual listing fees for the Financial Year 2022-23 has been paid to
both the Stock Exchanges.
Changes in Share Capital
As at March 31, 2022, the authorized share capital of the Company stood
at 1,50,00,00,000/- (Rupees One Hundred and Fifty Crore Only) divided into 15,00,00,000
(Fifteen Crore) equity shares of 10/- (Rupees Ten only) each. There was no change in the
authorized share capital of the Company during FY 2022.
As at March 31, 2022, the paid-up equity share capital of the Company
was 1,46,94,66,480/- (Rupees One Hundred and Forty Six Crore Ninety Four Lakh Sixty Six
Thousand Four Hundred and Eighty only) comprising of 14,69,46,648 (Fourteen Crore Sixty
Nine Lakh Forty Six Thousand Six Hundred and Forty Eight) equity shares of 10/- (Rupees
Ten only) each.
During FY 2022, the Company has allotted 3,22,586 (Three Lakh Twenty
Two Thousand Five Hundred and Eighty Six) equity shares of 10/- (Rupees Ten Only) each
arising from the exercise of Stock Options by the Option Holders under Max Ventures
and Industries Employee Stock Plan 2016' of the Company.
Subsidiaries, Joint Ventures and Associates
As at March 31, 2022, your Company had following subsidiaries:
(i) Max Estates Limited; (ii) Max I. Limited; (iii) Max Asset Services
Limited; (iv) Max Towers Private Limited; (v) Max Square Limited; and (vi) Pharmax
Corporation Limited.
Further, during FY 2022; the Company has sold 1,71,89,601 (One Crore
Seventy One Lakh Eighty Nine Thousand Six Hundred and One) equity shares of 10/- (Rupees
Ten only) each constituting 41.00% of the equity share capital of Max Specialty Films
Limited ("MSFL"), an erstwhile material unlisted subsidiary of the Company to
Toppan Inc., a company incorporated under the laws of Japan and having its registered
office at 1-5-1 Taito, Taito-ku, Tokyo - 110-8560 on February 1, 2022; and accordingly,
MSFL had ceased to be a subsidiary of the Company effective that date. The Company along
with its Nominees holds 41,92,585 (Forty One Lakh Ninety Two Thousand Five Hundred and
Eighty Five) equity shares constituting 10.00% of the equity share capital of MSFL as on
March 31, 2022.
There were no associates or joint ventures of the Company during FY
2022.
Form AOC-1 containing the salient features of Financial Statements of
the Company's subsidiaries is enclosed with this Report as Annexure -
1'.
Further, a detailed update on the performance of your Company's
subsidiaries is furnished in the Management Discussion and Analysis section which forms
part of this Report.
In compliance with the provisions of Section 136 of the Act, the
Financial Statements and other documents of the subsidiaries are not being attached with
the Financial Statements of the Company and are available on the website of the Company
viz. www.maxvil.com.
The Consolidated Financial Statements presented by the Company include
financial results of its subsidiaries.
Annual Return
The Annual Return of the Company for FY 2020-21 is available at the
website of the Company at www.maxvil.com. Further, the Annual Return for FY 2022 shall be
made available at the website of the Company upon the same being filed with the concerned
Registrar of Companies.
Employees Stock Option Plan
Your Company has adopted an employee stock option plan viz. Max
Ventures and Industries Limited - Employee Stock Plan 2016' (ESOP Plan')
at its first Annual General Meeting held on September 27, 2016. The ESOP Plan provides for
grant of stock options aggregating not more than 5% of equity share capital of the Company
to eligible employees and Directors of the Company and its subsidiaries. There was no
change in the ESOP Plan during FY 2022. Further, the ESOP Plan is in compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (as amended from time to time). The ESOP Plan is administered by the
Nomination and Remuneration Committee constituted by the Board of Directors of the
Company.
During FY 2022, your Company has granted 1,32,724 stock options to the
eligible employees of the Company and its subsidiaries. A statement setting out the
details of options granted upto March 31, 2022 and other disclosures as required under
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and Rule 12(9) of Companies (Share Capital & Debentures) Rules, 2014
for FY 2022, is enclosed as Annexure - 2' to this report.
Material changes between the end of financial year and the date of this
Report
There were no material changes affecting the financial position of the
Company between the Financial Year ended March 31, 2022 and the date of this Report.
However, the Board of Directors of the Company in its meeting held on
April 18, 2022 has approved the draft Composite Scheme of Amalgamation and Arrangement
amongst the Company and Max Estates Limited and their respective shareholders and
creditors (Scheme'), for amalgamation of the Company with Max Estates Limited,
a wholly owned subsidiary of the Company and various other matters incidental,
consequential or otherwise integrally connected thereto pursuant to Sections 230 to 232
read along with Section 66 and other applicable provisions of the Companies Act, 2013
(including any statutory modifications or re-enactments or amendments thereof) and rules
made thereunder, with effect from the Appointed Date i.e. April 01, 2022, subject to
receipt of requisite statutory / regulatory approvals including the approval of the
jurisdictional Bench of the National Company Law Tribunal.
Report on Corporate Governance
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities and Exchange Board of India through Part
C of Schedule V of the Listing Regulations. As required by the said Clause, a separate
Report on Corporate Governance forms part of the Annual Report of the Company.
A certificate from M/s Sanjay Grover & Associates, Practicing
Company Secretaries regarding compliance with the regulations of Corporate Governance
pursuant to Part E of Schedule V of the Listing Regulations and a certificate from the
Managing Director and Chief Financial Officer of the Company on compliance of Part B of
Schedule II of the Listing Regulations forms part of the Corporate Governance Report.
Management Discussion & Analysis
In terms of Regulation 34 of the Listing Regulations, a review of the
performance of the Company, including those of your Company's subsidiaries, is
provided in the Management Discussion & Analysis section, which forms part of this
Annual Report.
Directors
As at March 31, 2022, the Board of Directors of your Company comprised
of 7 (seven) Directors with one Executive Director and (Six) Non-Executive Directors out
of which 4 (Four) were Independent Directors.
During FY 2022, Mr. Arthur Seter resigned from the position of
Non-Executive Director of the Company effective from closure of business hours on January
31, 2022. The Board places on record its appreciation for the valuable contributions made
by him during his association with the Company.
Further, Mr. Ka Luk Stanley Tai was appointed as Non-Executive
Additional Director by the Board of Directors of the Company w.e.f. February 01, 2022, who
was subsequently appointed as a Non-Executive Director by the Members of the Company
through an Ordinary Resolution passed by way of Postal Ballot effective March 13, 2022.
In terms of Section 152 of the Act and the Articles of Association of
the Company, Mr. Analjit Singh shall retire by rotation at the ensuing AGM of the Company.
Being eligible, he has offered himself for re-appointment at the ensuing AGM. Your
Directors recommend his re-appointment. A brief profile of Mr. Analjit Singh, forms part
of the Notice convening AGM of the Company.
Board Meetings
The Board of Directors met 04 (Four) times during FY 2022. The details
of meetings and the attendance of directors are provided in the Corporate Governance
Report which forms part of this Annual report.
Statement of Declaration by Independent Directors
In terms of Section 149(6) of the Act and Regulation 25 of the Listing
Regulations, the Company has received declaration of independence from all Independent
Directors namely Mr. Kummamuri Narasimha Murthy, Mr. Dinesh Kumar Mittal, Mr. Niten Malhan
and Ms. Gauri Padmanabhan.
In the opinion of the Board, the Independent Directors fulfil the
conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations and also meet the criteria in relation to integrity, expertise
and experience (including the pro_ciency) as outlined by your Company. The Independent
Directors have also confirmed that they have complied with the Company's Code of
Conduct and the inlaid policies and applicable laws.
Key Managerial Personnel
As at March 31, 2022, in terms of provisions of Section 203 of the Act,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Mr. Sahil Vachani - Managing Director and CEO, Mr. Nitin Kumar Kansal - Chief
Financial Officer were the Key Managerial Personnel of the Company.
During FY 2022, Mr. Saket Gupta has resigned from the position of
Company Secretary and Compliance Officer of the Company effective January 31, 2022.
Further, Mr. Ankit Jain was appointed as the Company Secretary and Compliance Officer of
the Company w.e.f. May 16, 2022.
Committees of Board of Directors
As at March 31, 2022, the Company had 5 (Five) committees of Board of
Directors of the Company viz. Audit Committee, Nomination & Remuneration Committee,
Stakeholder's Relationship Committee, Investment & Finance Committee and Risk
Management and Sustainability Committee which have been established as a part of the best
Corporate Governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
During FY 2022, the Board of Directors of the Company in its meeting
held on June 11, 2021 has dissolved the Corporate Social Responsibility Committee and role
of the Corporate Social Responsibility Committee is being discharged by the Board of
Directors effective that date.
A detailed note on Board and Committees composition, its terms of
references and the meetings held during FY 2022 has been provided in the Corporate
Governance Report which forms part of this Annual Report.
Independent Directors' Meeting
The Independent Directors met on June 11, 2022, inter-alia, to:
1. Review the performance of non-independent Directors and the Board as
a whole;
2. Review the performance of the Chairman of the Company, taking into
account the views of executive Directors and non-executive Directors; and
3. Assess the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
Performance Evaluation of the Board
The performance evaluation of the Board as stipulated under the Listing
Regulations and Section 134 of the Act read with Rule 8(4) of the Companies (Accounts)
Rules, 2014, a formal annual evaluation has been carried out for evaluating the
performance of the Board, the Committees of the Board and the Individual Directors
including the Independent Directors and the Chairman.
The performance evaluation was carried out by obtaining feedback from
all Directors through a confidential online survey mechanism through Diligent Boards which
is a secured electronic medium through which the Company interfaces with its Directors.
The Directors were also provided an option to participate in physical mode. The outcome of
this performance evaluation was placed before Nomination & Remuneration Committee,
Independent Directors' Committee and the Board in their respective meeting for the
consideration of members.
The review concluded by afirming that the Board as a whole as well as
its Chairman, all of its members, individually and the Committees of the Board continued
to display commitment to good governance by ensuring a constant improvement of processes
and procedures and contributed their best in overall growth of the organization.
Nomination & Remuneration Policy
In terms of the provisions of Section 134(3)(e) and 178 of the Act, the
Board of Directors on the recommendation of the Nomination & Remuneration Committee
have put in place a policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided. The said Policy is available on our website at
https://www.maxvil. com/shareholder-information/.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Company has requisite policy for prevention, prohibition and
redressal of Sexual Harassment of Women at Workplace.
This comprehensive policy ensures gender equality and the right to work
with dignity. The Internal Complaints Committee (ICC) is in place for redressal of
complaints received relating to sexual harassment.
During FY 2022 and till the date of this report, no complaint
pertaining to sexual harassment was received by ICC.
Particulars of Loans, Guarantees or Investments in Securities
The details of loans, guarantees and investments are provided in Note
No. 27 to the Standalone Financial Statements forming part of this Annual Report.
Contracts or Arrangements with Related Parties
All transactions entered by the Company during FY 2022 with related
parties under the Act were in the ordinary course of business and on an arm's length
basis. Further, your Company did not enter into any Related Party Transaction which may be
considered material in terms of the Listing Regulations and thus disclosure in Form AOC-2
is considered to be not applicable to the Company.
The details of all related party transactions are provided in Note No.
34 to the Standalone Financial Statements attached to this Report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at https:// www.maxvil.com/shareholder-information/.
Risk Management
Your Company considers that risk is an integral part of its business
and therefore, it takes proper steps to manage all risks in a proactive and efficient
manner. The Company management periodically assesses risks in the internal and external
environment and incorporates suitable risk treatment processes in its strategy, business
and operating plans.
There are no risks which, in the opinion of the Board, threaten the
very existence of your Company. However, some of the challenges faced by the Company
and/or its key operating subsidiaries have been set out in the Management Discussion and
Analysis Report forming part of this Annual Report.
Vigil Mechanism
The Company has a vigil mechanism pursuant to which a Whistle Blower
Policy (Policy') has been adopted and the same is hosted at the Company's
website at https://www.maxvil. com/shareholder-information/.
It provides opportunity to the directors, stakeholders and employees to
report in good faith about the unethical and improper practices, fraud or violation of
Company's Code of Conduct. The Policy also provides for adequate safeguard against
victimization of the whistleblowers using such mechanism. The Policy also provides for
direct access to the Chairperson of the Audit Committee in exceptional cases.
The Company afirms that no person was denied access to the Audit
Committee on matters relating to the Policy during FY 2022.
Human Resources
The information required under Section 197(12) of the Act read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, is given in Annexure -
3'.
Particulars of Conservation of Energy, Technology Absorption &
Foreign Exchange Earning and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2014 is as follows:
a) Conservation of Energy
(i) the steps taken or impact on conservation of energy
Regular efforts are made to conserve the energy through various means
such as use of low energy consuming lightings, etc.
(ii) the steps taken by the Company for using alternate sources of
energy
Since your Company is not an energy intensive unit, utilization of
alternate source of energy may not be feasible.
(iii) Capital investment on energy conservation equipment:
Nil
b) Technology Absorption
Your Company is not engaged in manufacturing activities therefore,
there is no specific information to be furnished in this regard.
There was no expenditure on Research and Development during FY 2022.
c) Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during FY 2022 are given below:
Total Foreign Exchange earned |
: |
Nil |
Total Foreign Exchange used |
: |
Nil |
Statutory Auditors and Auditors' Report
Pursuant to provisions of Section 139 and other applicable provisions
of the Act, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration
No. 301003E) were reappointed as Statutory Auditors of the Company for a second tenure of
five years at AGM held on December 30, 2020 to hold office till the conclusion of the 10th
AGM of the Company to be held in the year 2025.
The Auditors Report annexed with this Annual Report, does not contain
any qualification, reservation or adverse remarks.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Directors appointed M/s. Sanjay Grover & Associates, Company Secretaries to undertake
the Secretarial Audit of your Company. The Report of the Secretarial Auditors has been
annexed as Annexure 4' to this Report, which is self-explanatory.
There are no qualifications, reservations, adverse remarks or
disclaimers given by the Secretarial Auditors in their Report for FY 2022 and hence, does
not call for any further comments.
Internal Auditors
M/s. MGC Global Risk Advisory LLP were appointed as the Internal
Auditors of the Company for conducting the Internal Audit of key functions and assessment
of Internal Financial Controls for FY 2022.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to Financial Statements. During FY 2022, such controls were tested and no
reportable material weaknesses in the design or operation effectiveness were observed.
Further, the testing of such controls was also carried out
independently by the Statutory Auditors for FY 2022.
In the opinion of the Board, the existing internal control framework is
adequate and commensurate with the size and nature of the business of the Company.
Reporting of Frauds by Auditors
During FY 2022, neither the Statutory Auditors nor the Internal
Auditors or Secretarial Auditors of the Company have reported to the Audit Committee under
Section 143(12) of the Act, any instances of fraud committed against the Company by its
officers or employees, the details of which are required to be mentioned in the
Board's Report.
Corporate Social Responsibility Policy (CSR Policy)
In terms of the provisions of Section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of
your Company has approved a CSR policy which is available at the website of the Company at
https://www.maxvil.com/shareholder-information/.
The Annual Report on CSR Activities of the Company for FY 2022 is
enclosed as Annexure 5' to this Report, which is
self-explanatory.
Business Responsibility Report
In terms of Clause 34(2)(f) of the Listing Regulations, a Business
Responsibility Report, on various initiatives taken by the Company, is enclosed to this
report as Annexure - 6.
Cost Records
The provisions of Section 148(1) of the Act relating to maintenance of
cost records were not applicable to the Company for FY 2022.
Public Deposits
During FY 2022, the Company has not accepted or renewed any deposits
from the public.
Compliance of Secretarial Standards
During FY 2022, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
pursuant to the provisions of Section 118 of the Companies Act 2013.
Directors' Responsibility Statement
In terms of Section 134(3)(c) of the Act and to the best of their
knowledge and belief, and according to the information and explanation provided to them,
your Directors hereby confirm that:
(a) in preparation of the Financial Statements, the applicable
accounting standards have been followed along with proper explanations relating to
material departures, if any;
(b) such accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on March 31, 2022 and
of the profit of the Company for year ended on that date;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for prevention and detection of fraud and other
irregularities;
(d) the financial statements have been prepared on going concern basis;
(e) proper internal financial controls were in place and that such
financial controls were adequate and were operating effectively; and
(f) the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
Unclaimed Shares
Pursuant to the provisions of Regulation 39 of the Listing Regulations,
the Company has transferred the unclaimed equity shares on July 18, 2017 in the Demat
Account titled as MAX VENTURES AND INDUSTRIES LIMITED UNCLAIMED SUSPENSE
ACCOUNT'. The equity shares transferred to said Unclaimed Suspense Account belong to
the members who have not claimed their Share Certificates pertaining to the equity shares
of the Face Value of 10/- (Rupees Ten only) each.
The details of equity shares of the Company held in the Unclaimed
Suspense Account have been provided in the Corporate Governance Report which forms part of
this Annual Report.
Significant and/or material Orders passed by Regulators or the Courts
There were no significant and/or material orders passed against your
Company by the regulators / courts / tribunals during FY 2022 which may impact the going
concern status and your Company's operations in future.
Cautionary Statement
Statements in this Report, particularly those which relate to
Management Discussion and Analysis describing the Company's objectives, projections,
estimates and expectations may constitute "forward looking statements" within
the meaning of applicable laws and regulations. Actual results might differ materially
from those either expressed or implied in the statement depending on the circumstances.
Acknowledgements
Your Directors would like to place on record their sincere appreciation
for the continued co-operation and contribution made by its management and employees
towards the growth of the Company. Your Directors acknowledge with thanks the co-operation
and assistance received from various agencies of the Central and State Governments, local
authorities, Financial Institutions and Banks, valued Customers, Suppliers, Vendors,
Shareholders and all other business associates.
On behalf of the Board of Directors
Max Ventures and Industries Limited
Date: May 16, 2022 |
Sahil Vachani |
Dinesh Kumar Mittal |
Place: New Delhi |
Managing Director and CEO |
Independent Director |
|
DIN: 00761695 |
DIN: 00040000 |
|