To,
The Members,
Maks Energy Solutions India Limited
Pune.
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)
|
Financial Year 31-03-2024 |
Financial Year 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 BusinessOperationsis 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 Section125 of the 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 dematerialized form in
toholdthe sharesof the 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, Non- Executive 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 |
Chief Financial 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 waswithin 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
declaration Section 149(7) of the Companies Act, 2013 from The Company has received
each of its Non-Executive and Independent Directors to the effect that independence as
provided in Section Regulation16(1) (b) and 149(6) of the Companies Act, 2013,
DisclosureRegulation Requirements) Regulations, 2015 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, quantityand
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 meetingheld th May 2020,
constituted 30 the 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 13 th
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 & RemunerationCommittee duly meet on 1
times on 14 th 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, 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.-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 -defined procedure. The
Boardandstepstocontrolthemthrough periodically well 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 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 12 th December 2020 which is from the conclusion
of 10th annual general meeting of the Company till the conclusion of 15 th
annual general meeting.
The Auditor'sReportonthefinancial 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:TheCompany 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, 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 27 th
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 27 th May, 2023 was submitted late by
02 minutes to Stock Exchange |
| 6. Regulation 06 of SEBI Obligations and Disclosure Requirements) Regulations, 2015 |
Management comments: this delay was inadvertent, and the Company will ensure
timely submissions in all future filings to the Stock Exchange. 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 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 ofSEBI 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
Meetingwassubmitted 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 Requirements) Regulations, 2015 |
There was marginal delay in hosting documents the website of the Company. |
| and Clause no. 1.2.3 of Secretarial Standard -II |
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 intima sensitive information, whereas failed to 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 Regulations, 2015 read with
Circular No. NSE/CML/2022/51, Circular No. NSE/CML/2022/52 dated November 04, 2022, |
The SDD Compliance Certificate for the quarter ended Trading) National December 2023
shall be submitted to the Stock Exchange (NSE) within 21 days from the end of quarter,
however it was submitted on 29 th January 2024. |
| 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 Exchange. |
Additionally, in the heading of SDD Certificate 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 . futurefilingscomplywiththeSEBIregulations |
| 12. Securities and Exchange Board of India Act, 1992 read with Regulationsmade
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 withtherequirements of the Companies Act, 2013 and SEBI (Listing Obligationsand
Disclosure
Requirements), 2015, the Company has formulateda Policy on
MaterialityofRelatedPartyTransactions 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 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, TheConservation of Energy, Technology Absorption and
Foreign Exchange details 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 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,isnot required to annex any Business Responsibility
Report.
40.CORPORATE GOVERNANCE REPORT
Maks Energy SolutionsIndia 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 Secretariesof 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 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 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) complaints Act, 2013. Internal Complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy and no suchaction 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 ofpreventionof assets, the
detection and frauds and errors, adequacy and completeness of accounting records
preparationof reliableand financial timely of the internal checks and control systems is
validated by self information. -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 such statements and they reflect Company's
current views of the future events Many factors like change in general . and are subject
to risks and uncertainties economic conditions, amongst others, could
causeactualresultstobemateriallydifferent .
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.
| BY THE ORDER OF BOARD OF DIRECTORS |
|
| FOR MAKS ENERGY SOLUTIONS INDIA LIMITED |
|
| SD/- |
SD/- |
| SOURABH MAHENDRA SHAW |
MAHENDRA MADHAIRAM SHAW |
| MANAGING DIRECTOR |
WHOLE TIME DIRECTOR |
| DIN: 03159240 |
DIN: 03142749 |
| DATE: 03-09-2024 |
|
| PLACE: PUNE |
|