Your Directors take pleasure in presenting the 14th Annual Report of Maks Energy Solutions India Limited (CIN: U31102PN2010PLC126962), together with the Audited Financial Statements comprising Balance Sheet as on 31st March 2024, Statement of Profit and Loss for the financial year ended March 31, 2024 , Cash Flow Statement for the year ended 31st March 2024 and the Auditors report thereon.
1.FINANCIAL SUMMARY
The financial statements of the Company are in accordance with the Section 133 of the CompaniesAct, 2013 (the 'Act') read with Companies (Accounts) Rules, 2014 and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2024 as compared to financial year ended March 31, 2024, summarized as follows:
|
(Amount in lakhs)
|
|
Particulars
|
Financial Year
|
Financial Year
|
| |
31-03-2024
|
31-03-2023
|
|
Total Income
|
6666.41
|
4470.82
|
|
Total Expenses
|
6580.41
|
4418.09
|
|
Profit/(Loss) Before Tax
|
39.57
|
52.73
|
|
Less: Tax Expenses
|
|
|
|
Current tax
|
12.02
|
15.37
|
|
Deferred tax
|
(0.25)
|
1.77
|
|
Short Provision for Income Tax for earlier year
|
(0.35)
|
-
|
|
Profit/(Loss) for the Period
|
28.18
|
35.60
|
2.STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review, Company's performance is as follows:
Revenue from Business Operations is Rs. 6,625.97 Lakhs as compared to the previous year of Rs. 4,470.82 Lakhs. There is increase of in Revenue from Business Operations as compared to theprevious year. The Net Profit of the Company stands at Rs.28.18 Lakhs as compared to the previous year profit of Rs. 35.60 Lakhs. The Earnings per Share is Rs. 0.41 as compared to the previous EPS of Rs. 0.60.
3.EXTRACT OF ANNUAL RETURN
As per the Companies (Management and Administration) Amendment Rules, 2021 dated 05.03.2021, Company is henceforth not required to provide Extract of Annual Return in form MGT-9. Hence Company has not annexed the same with its Board Report for the year 2023-24.
However, in pursuant to the provision of the Companies Act, 2013 every company shall place a copy of annual return on website of the Company, if any and the Web-link of such annual return shall be disclosed herein at https://www.maksgenerators.com/annual-return.php.The Shareholders who
intent to check the Information in respect to Annual return may write to the Company a request letter and the Company shall make an arrangement to share the relevant information accordingly.
4. TRANSFER TO RESERVE
For the financial year ended 31st March, 2024, your Company proposed to carry to transfer profit of Rs. 28.18/- Lakhs and previous year reversed amounting Rs. 35.60/- Lakhs to the reserves of the company.
5. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review.
6. DIVIDEND
In order to retain profits for the future years, the Board of Directors of the company do not recommend any dividend for the financial year 2023-24.
7.INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-24 to which these financial statements relate and the date of this report.
10. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
11. CHANGES IN SHARE CAPITAL
Authorised Share Capital:
During the year under review, there has been no change in the Authorised Share Capital of the Company.
Paid up Share Capital:
During the year under review, there has been no change in the Paid Up Share Capital of the Company.
12. DEPOSITORY SERVICES
The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE0CDK01019
Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.
13. CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As per the provisions of Companies Act 2013, Mr. Swati Shaw who retired by rotation were reappointed at the Annual General Meeting of the Company held on 25th September 2024
Mr. Shreyas Mokashi , resigned from the Company as the Company Secretary and Compliance Officer of the Company w.e.f. 11th November, 2023. The Board places same on record.
The Board at its meeting held on 14th March, 2024 appointed Mr. Vishal Nadhe as the Company Secretary and Compliance Officer of the Company w.e.f. 14th March , 2024.
The Board of Directors of the company is duly constituted and has a combination of Executive, NonExecutive and Independent Directors including one woman director. Based on the disclosures as received by the Directors of the company, pursuant to provisions of Section 164(2) of the Companies Act, 2013, none of the Directors of the Company are found to be disqualified.
All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.
14. CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors comprise of Six Directors which are as following:
|
Sr. No
|
Name of the Director
|
Designation
|
DIN
|
Date of Appointment
|
|
1
|
Mr. Sourabh Mahendra Shaw
|
Managing Director
|
03159240
|
12/02/2020
|
|
2
|
Mr. Mahendra Madhairam Shaw
|
Whole-time Director
|
03142749
|
12/02/2020
|
|
3
|
Mrs. Swati Sourabh Shaw
|
Non- Executive Director
|
03142744
|
12/02/2020
|
|
4
|
Mr. Rahul Bhagwanrao Kadam
|
Independent Director
|
06570013
|
12/02/2020
|
|
5
|
Mr. Ketan Harishchandra Shah
|
Independent Director
|
07800220
|
12/02/2020
|
|
6
|
Mr. Rahul Choithram Dingreja
|
Independent Director
|
08510889
|
12/02/2020
|
|
7.
|
Mr. Nikhil Badrilal Agrawal
|
C hief F i na n c i a l Officer
|
-
|
22/01/2020
|
|
8.
|
Mr. Vishal Nandu Nadhe
|
Company Secretary & Compliance Officer
|
-
|
14/03/2024
|
15.MEETINGS OF THE BOARD OF DIRECTORS
As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2023-24, the Board meets at regular intervals to discuss and review the business operations.
The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under theCompanies Act, 2013.
During the year under the review, the Company met 6 times namely on 27th May 2023, 29th August 2023, 28th September 2023, 10th November 2023, 14th February 2024, 14th March 2024.
Following is the attendance of each of the Directors at the Board Meetings held during the period under review:
|
Sr.
No.
|
Name of the Directors
|
Number of Board meeting
|
|
Entitled to Attend
|
Attend
|
|
1
|
Mr. Sourabh Mahendra Shaw
|
6
|
6
|
|
2
|
Mr. Mahendra Madhairam Shaw
|
6
|
6
|
|
3
|
Mrs. Swati Sourabh Shaw
|
6
|
6
|
|
4
|
Mr. Rahul Bhagwanrao Kadam
|
6
|
6
|
|
5
|
Mr. Rahul Choithram Dingreja
|
6
|
6
|
|
6.
|
Mr. Ketan Harishachandra Shah
|
6
|
6
|
16.DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.
17.SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013,a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 14th February 2024 and the information regarding this matter has been preserved and kept under record by the Company Secretary of theCompany.
18. BOARD COMMITTEES
Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:
• Audit Committee
• Nomination and Remuneration Committee
19. AUDIT COMMITTEE
The Board of Directors of the Company at their meeting held on 30th May 2020, constituted the Audit Committee. The Composition of the Audit Committee is as follows:
|
Member
|
Designation
|
Nature of Directorship
|
|
Mr. Ketan Harishchandra Shah
|
Chairperson
|
Independent Director
|
|
Mr. Rahul Choithram Dingreja
|
Member
|
Independent Director
|
|
Mr. Sourabh Mahendra Shaw
|
Member
|
Managing Director
|
During the year under review, Audit Committee duly met 5 (Five ) times on 13th April 2023, 27th May 2023, 29th August 2023, 10th November 2023 and 7th March 2024 for which notices have been duly issued and minutes of the said committee meetings were recorded in the minutes book maintained by the company.
20.NOMINATION AND REMUNERATION COMMITTEE:
The Board of directors of the Company at their meeting held on 30.05.2020 constituted Nomination and Remuneration Committee. The Composition of the Nomination and Remuneration Committee is as follows:
|
Member
|
Designation
|
Nature of Directorship
|
|
Mr. Ketan Harishchandra Shah
|
Chairperson
|
Independent Director
|
|
Mr. Rahul Choithram Dingreja
|
Member
|
Independent Director
|
|
Mrs. Swati Sourabh Shaw
|
Member
|
Director
|
During the year under review, Nomination & Remuneration Committee duly meet on 1 times on 14th March 2024 for which notices have been duly issued and minutes of the said committee meetings were recorded in the minutes book maintained by the company.
21. CORPORATE SOCIAL RESPONSIBILITY
Since, the Company does not fall within the criteria specified under the provisions of Section 135 of the Companies Act 2013, hence the Company is not required to form a Corporate Social Responsibility Committee of the Board of directors of the Company, and accordingly was not obliged to adopt Corporate Social Responsibility Policy for the Company.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 profit 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 of the Company, 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.
23. CODE OF CONDUCT
The Board has adopted the Policy on Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company's Website https://www.maksgenerators.com/corporate-governance.php
24. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a he said policy is available on the Company's Website. Website Link: https://www.maksgenerators.com/corporate-governance.php.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employeeswho avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.
We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.
The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://www.maksgenerators.com/corporate-governance.php
26. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.
The Risk Management Policy is available on the website of the Company at https://www.maksgenerators.com/corporate-governance.php
27. COMPANYS POLICY ON DIRECTORS APPOINTMENT & REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178 OF COMPANIES ACT, 2013
During the year under review, there were no instances of Directors appointment and to determine remuneration of Directors including the determination of qualification, positive attributes and independence of Directors and for other matters as provided under Section 178 of Companies Act, 2013.
28.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 or material order passed by any regulator, court, or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations infuture.
29.STATUTORY AUDITOR AND AUDIT REPORT:
The appointment of M/s RK Jagetiya & Co, Chartered Accountants (FRN:146264W) as Statutory auditors of the Company had been approved by the members of the company in the Annual General Meeting held on 12th December 2020 which is from the conclusion of 10th annual general meeting of the Company till the conclusion of 15th annual general meeting.
The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2024 have a qualification mention as below.
Qualification I
There are few parties having outstanding balance aggregating to Rs. 477.22 Lakhs which are aged more than 1 to 3 years, and in our view provision for Bad and Doubtful debts is required against such parties, but no provision for bad and doubtful debts provided by the Company, therefore Profit for the Half year and year ended is overstated to that extent and accordingly Net worth of the Company also overstated to that extent.
Reply
Management's views to Audit Qualification I
In Q4 FY24, the company had outstanding balances amounting to Rs. 477.22 lakhs related to old dues from few customer accounts. Here is a breakdown of the actions taken and the current status of these accounts:
Legal Recourse:
One debtor account has an outstanding amount of approximately Rs. 290 lakhs.
Action: The Company has initiated legal proceedings and has been advised that there is a strong case for the recovery of these dues.
Refusal of Payment:
One debtor account has refused payment of Rs. 32 lakhs upon receipt of the shipment.
Situation: Despite the refusal, the company is actively pursuing other avenues to resolve this matter and recover the dues.
Other Accounts:
For the remaining accounts, the company is in active discussions with its customers.
Progress: Significant improvements have been made in the overall aging of overdue receivables in Q4 FY24. The management is confident in the recovery or settlement of these outstanding amounts.
Considering the actions taken and the ongoing recovery processes, the company believes that the provision for bad and doubtful debts currently deemed unnecessary will be reassessed in the future based on the outcomes of these recovery efforts.
30.REPORTING OF FRAUD BY AUDITORS
During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needs to be reported to the Board under Section 143(12) of the Companies Act, 2013.
31.INTERNAL AUDITOR
For the financial year 2023-24, the Company at the Board Meeting held on 27th May 2024 appointed M/s. MGW & Associates, Chartered Accountants (FRN No: 145659W) as Internal Auditors of the Company for the financial year 2024-25 and the report of Internal Auditor was issued and the same has been reviewed by audit committee.
32.SECRETARIAL AUDITOR
The Board appointed M/s. KPRC & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. As per the provisions of Section 204 of the Act read with Rules framed thereunder.The Secretarial Audit Report in Form MR-3 is given as Annexure II and forms part of this Report. The Secretarial Audit Report contains following observations and remarks as following:
|
Sr.
No.
|
Relevant Provision for Compliance Requirement
|
Observation
|
|
1.
|
Companies Act, 2013 read with Rules made thereunder
|
Some clerical and typographical errors were observed in the documents submitted with the Ministry and also in various internal documents of the Company.
Management comments: These errors were inadvertent, and the Company will take necessary measures to ensure they are not repeated in the future.
|
|
2.
|
Section 73 to Section 76 of the Companies Act, 2013 read with rules made thereunder
|
The Company has filed e-Form DPT-3 for FY 2022-23, outstanding amount reported in same are in sync with the Audited Financial Statements of the Company for FY 2022-23 however aging mentioned is not correct.
Management Comments: The Company initially filed Form DPT-3 based on the unaudited financials for FY 2022-23. While the Company attempted to refile the form with the audited financials, the MCA system encountered errors that prevented the submission.
|
|
3.
|
Section 128 of the Companies Act, 2013 read with the rules made thereunder.
|
Pursuant to the requirements as specified in Rule 3(5) of the Companies (Accounts) Rules, 2014, Company has failed to take the back-up of the books of account and other books and papers of the company maintained in electronic mode on daily basis.
Management comments: This was an inadvertent oversight, and the Company will ensure compliance with this requirement in the future.
|
|
4.
|
Section 177 and 188 of Companies Act, 2013 read with Rules made thereunder
|
Company has entered into a transaction with a related party beyond the limits prescribed under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 read along with the provisions of section 188 of the Companies Act, 2013 and accordingly prior approval of shareholders has not been obtained, We have been informed by the management that the transaction was reversed within a day on becoming aware.
|
| |
|
Management comments: his was an inadvertent error, and the Company will take necessary precautions to avoid such occurrences in the future.
|
|
5.
|
Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
|
The outcomes of Board Meeting held on 27th May, 2023 was submitted late by 02 minutes to Stock Exchange
Management comments: this delay was inadvertent, and the Company will ensure timely submissions in all future filings to the Stock Exchange.
|
|
6.
|
Regulation 06 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
|
During the financial year 2023-24, Company failed to appoint Compliance officer within three months from the date of vacancy.
|
| |
|
Management comments: The delay occurred because the Company was unable to find a suitable candidate within the stipulated time. Additionally, the selected candidate had a mandatory notice period of three months. The Company has paid the penalty to NSE and will ensure compliance with this requirement in the future.
|
|
7.
|
Regulation 33(3)a of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
|
There was a delay of 87 days in submission of half yearly standalone financial results to the stock exchange for half year ended on March 2023. However the outcome of the Meeting was submitted within time.
|
| |
|
Management comments: This delay was inadvertent, and the Company will take steps to ensure timely submission of financial results in the future.
|
|
8.
|
Regulation 46 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause no. 1.2.3 of Secretarial Standard -II
|
There was marginal delay in hosting documents on the website of the Company.
Management comments: This delay has been made inadvertently and company will take care of not to repeat the same in future hosting on website
|
|
9.
|
Regulation 8 (2) of SEBI (Prohibition of Insider Trading) Regulations, 2015
|
The Company has formulated Code of practices and procedures for fair disclosure of unpublished price sensitive information, whereas failed to intimate the same to Stock Exchange.
Management comments: This delay was inadvertent, and the Company will ensure future filings are made in a timely manner.
|
|
10.
|
Regulation 3(5) & (6) SEBI (Prohibition of Insider Trading) Regulations, 2015 read with Circular No. NSE/CML/2022/51, Circular No. NSE/CML/2022/52 dated November 04, 2022, Circular No. NSE/CML/2023/09 dated January 25, 2023, and Circular Ref No: NSE/CML/ 2023/21 dated March 16, 2023 and Circular Ref. No: NSE/CML/25 dated March 29, 2023 March 29, 2023 issued by National Stock Exchange.
|
The SDD Compliance Certificate for the quarter ended December 2023 shall be submitted to the National Stock Exchange (NSE) within 21 days from the end of quarter, however it was submitted on 29th January 2024.
Additionally, in the heading of SDD Certificate for the quarter ended March 2024 half yearly is mentioned instead of quarterly.
Management comments: These errors were inadvertent, and the Company will take steps to prevent similar issues in future filings.
|
|
11.
|
Regulation 9(1) & 9(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015
|
Point no. 12 of Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015 is not included Code of Conduct.
Management comments: This omission was inadvertent, and the Company will ensure that all future filings comply with the SEBI regulations.
|
|
12.
|
Securities and Exchange Board of India Act, 1992 read with Regulations made thereunder
|
It was observed that, there were some clerical, typographical mistakes in the disclosure submitted with the Stock Exchange.
Management comments: These errors were inadvertent, and the Company will take corrective actions to prevent similar mistakes in future filings.
|
33. COST AUDITOR
For the financial year 2023-24, the Company is not required to appoint any Cost Auditor.
34. LOANS, GUARANTEES AND INVESTMENTS
During the Financial year under review, the Company has not made any investments and has not provided any Guarantee to any of the Companies.
35. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015, the Company has formulateda Policy on Materiality of Related Party Transactions which is also available on the Company's website at https://www.maksgenerators.com/corporate-governance.php. The Policy intends to ensure that proper reporting; approvaland disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. Transactions entered into pursuant to omnibus approval are verified by the FinanceDepartment and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.
The details of Related Party Transactions entered by the company for the Financial Year ended 31st March 2024 are mentioned in Form AOC -2 is mentioned in a separate Annexure IV.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
As required under Section 134(2)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, The details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are mentioned in a separate Annexure V which is a part of this report.
37. MANAGEMENT DISCUSSION ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is mentioned in a separate Annexure I.
38.STATEMENT ON DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMEMT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
Statement on Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned separately as Annexure III to this report.
39. BUSINESS RESPONSIBILITY REPORT
As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalisation shall include a Business Responsibility Report ("BRR"). But, the Company, not being one of such top 1000 listed entities, is not required to annex any Business Responsibility Report.
40. CORPORATE GOVERNANCE REPORT
Maks Energy Solutions India Limited, strives to incorporate the appropriate standards for Corporate Governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the company is not required to mandatorily comply with the provisions of corporate governance report to be annexed with the board report, therefore companyhas not provided a separate report on Corporate Governance.
41. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies withall the applicable provisions of the same during the year under review.
42.INSIDER TRADING
The Company has adopted an 'Internal Code of Conduct for Regulating, Monitoring and Reportingof Trades by Designated Persons' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access tounpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also Information (UPSI)' in compliance with the PIT Regulations. This Code is displayed on the Company's website, https://www.maksgenerators.com/corporate-governance.php.
43. AFFIRMATIONS AND DISCLOSURES
a. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years
During the fiscal year 2023-24, the Company experienced one instance of non-compliance under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The matter promptly addressed, and the requisite penalty was duly paid
There are no other instances of non-compliances by the Company necessitating imposition of penalties, strictures on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets.
b. Where the Board had not accepted any recommendation of any committee of the Board
which is mandatorily required, in the relevant financial year:
No such instance found during the year under review.
44. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. 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 and no such action is reported.
45. APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVANCY AND BANKRUPCY CODE (2016) DURING THE YEAR ALONG WITH THE STATUS AS AT THE END OF FINANCIAL YEAR
During the year under review, there were no instances of any applications made or any proceedings pending under the Insolvency and Bankruptcy Code (2016).
46.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE -TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTIUTIONS
During the year under review, there arises no instances for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions.
47.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.
48. CAUTIONARY STATEMENT
This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.
49. ACKNOWLEDGEMENT
The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
We also thank the Government of India, Government of Maharashtra, Ministry of Commerce and Industry, Minis- try of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.
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