The Board presents 05th Annual Report of the Company 'MAXVOLT ENERGY INDUSTRIESLIMITED' on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended on March 31, 2024 ("the year under review" or "theyear" or "FY 2023-24"]. The performance of the Company has been referred to wheneverrequired.
This report is in accordance with the applicable provisions of the Companies Act, 2013 ("theAct"].
The financial highlights are set out below: (In Rs.)
Particulars
Standalone
Year ended
March 31,2024
March 31,2023
Total Revenue
48,37,14,940.00
13,67,95,080.00
Other Income
23,89,240.00
23,40,610.00
Total Income
48,61,04,180.00
13,91,35,700.00
Less: Total Expenditure
41,83,49,800.00
13,12,12,200.00
Profit before depreciation finance Costs & tax
6,77,54,380.00
79,23,500.00
Less: Depreciation & amortization expenses
16,96,720.00
16,95,580.00
Less: Finance Costs
42,92,010.00
27,92,030.00
Profit/(Loss] before tax
6,17,65,650.00
34,35,890.00
Less: Provision for Tax
1,54,41,410.00
5,60,000.00
Add: Deferred Tax Liability
2,07,190,00
(1,63,830.00)
Profit for the year
(before adjustment of Minority of interest/Associates)
4,61,17,040.00
30,39,710.00
Pre-acquisition profit
-
Minority interest
(After adjustment of Minority of interest/Associates)
2. State of the Company's Affairs/Re view of Operations
During the financial year 2023-24, total revenue increased to Rs. 48,37,14,940 against Rs.13,67,95,080 in the previous year, thereby registering an increase of Total Revenue by353.6%. The Profit after tax (PAT) for the current year has increased to Rs. 4,61,17,040against 30,39,710 Lakhs in the previous year, thereby registering an increase in Profit aftertax by 1517.15%.
The company is taking effective steps to improve the performance of the Company throughgrowth in revenue, managing costs, strategic marketing, increasing brand awareness andbrand equity through advertising campaigns etc.
3. Share Capital
During the year under review, there have been changes in the Share Capital of the Company:
A) Issue of equity shares: The Company has issued 1137188 equity shares through privateplacement and right issue basis during the period under review.
B) Issue of Bonus shares: The Company has issued 6306740 Equity shares during the periodunder review.
C) Issue of employee stock options: The Company has not issued any employee stock optionduring the period under review.
D) Provision of money by company for purchase of its own shares by employees or by trusteesfor the benefit of employees: The Company has not made any provision for purchase of itsown shares by employees or by trustees for the benefit of employees.
4. Dividend
In order to conserve cash and ensure liquidity for the operations for the Financial Year 2023-24, the Board of Directors decided not to recommend any dividend to the shareholders for theFinancial Year 2023-24.
5. Reserves
The board of directors has decided to transfer the entire amount of profit into the reserveaccount for the year ended March 31, 2024.
6. Public Deposits
During the year under review, your Company has neither invited nor accepted any fixeddeposits from the public within the meaning of Section 73 of the Companies Act, 2013 readwith the Companies (Acceptance of Deposits) Rules, 2014.
7. Particulars of Loans, Guarantees and Investments
During the year, the Company has neither provided any loan or guarantees nor invested inany security under section 186 of the Companies Act, 2013.
8. Subsidiaries/ Joint Ventures/Associates
The Company has not Subsidiary / Joint Ventures (JV's) and Associate Companies within themeaning of Section 2(6) of the Companies Act, 2013.
9. Board Evaluation
Pursuant to the provisions of Section 134(3) (p) of the Act, and Rules made thereunder, theBoard has carried the evaluation of its own performance, performance of IndividualDirectors, including the Chairman of the Board on the basis of attendance, contribution andvarious criteria. The evaluation of the working of the Board, experience and expertise,performance of specific duties and obligations etc. were carried out. The Directors expressedtheir satisfaction with the evaluation process and outcome.
10. Compliance with Secretarial standards
During the Financial Year, the Company has complied with secretarial standards issued bythe Institute of Company Secretaries of India.
11. Human Resources
The company's Human Resources (HR) management practices ensure fair and reasonableprocesses that are compliant with regulatory and governance requirements. The companyhas developed a management framework that focuses on holistic growth of employees andaids them with tools that help in continuously learning and the development of new skills.
As a growing enterprise, the company's HR policies and Industry-leading remunerationpractices aim to attract and retain top talent, thus supporting the company's long-termstrategy and driving a sustainable performance.
Finding, retaining and developing the right talent has always been a core strategy in orderto maintain high-productivity and a value-driven organizational culture. The company findsit imperative to follow policies and regulations that produce an unbiased and safe workingenvironment.
In the last fiscal year, the company focused on building systems and tolls that help trackcareer paths, provide guidance to develop new skills, educate employees on varied topicsand recognize and reward top performers.
12. Extract of Annual Return
Pursuant to Section 92(3) of the Act, the Annual Return for the financial Year ended on31st March 2024 shall be uploaded on the website of the Company and can be accessedthrough the link https:/www.maxvoltenergy.com.
13. Board Diversity
S. No. of Meeting
DAY
DATE
01/2023-24
Saturday
01st April,2023
02/2023-24
Friday
07th April,2023
03/2023-24
15th April,2023
04/2023-24
Wednesday
24th May, 2023
05/2023-24
Thursday
08th June 2023
06/2023-24
02nd Sept 2023
07/2023-24
30th Sept 2023
08/2023-24
12th Oct 2023
09/2023-24
20th Oct 2023
10/2023-24
Monday
27th Nov 2023
11/2023-24
Tuesday
02nd Jan 2024
12/2023-24
05th Jan 2024
13/2023-24
08th Jan 2024
14/2023-24
02nd Feb 2024
15/2023-24
28th Feb 2024
16/2023-24
01st March 2024
17/2023-24
13th March 2024
18/2023-24
22nd March 2024
19/2023-24
27th March 2024
The Company recognizes and embraces the importance of a diverse board in its success. TheCompany believes that a truly diverse board will leverage differences in thought,perspective, knowledge, skill, regional and industry experience, cultural and geographicalbackground, age, ethnicity, race and gender, which will help the Company to retain itscompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors.
The company has received the necessary declaration from each of the Independent Directorsunder section 149(7) of the company’s act, 2013 that he/she meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act, 2013. Based on suchconfirmation/ declarations, in the opinion of the board, the independent Directors of ourcompany fulfill the conditions specified under the Act, the rules made there under andListing Regulations and are independent of the Management of the company.
During the year under review total Nineteen (19) Board Meetings were held and the gapbetween two meetings did not exceed 120 days. The Board meetings were held on:
The Company is not meeting the criteria as prescribed under rule 4of the Companies(Appointment and Qualification of Directors) Rules, 2014, hence the provisions of Section
177 of the Companies Act, 2013 are not applicable to the Company.
The Company is not meeting the criteria as prescribed under rule 4 of the Companies(Appointment and Qualification of Directors) Rules, 2014, hence the provisions of Section
178 of the Companies Act, 2013 are not applicable to the Company.
18.1 APPOINTMENT AND TENURE
The directors of the Company are appointed by the shareholders at General Meetings. AllExecutive Directors, except Independent Directors, are subject to retirement by rotation andat every Annual General Meeting, l/3rd of such Directors as are liable to retire by rotation,if eligible, generally offer themselves for re-election, in accordance with the provisions ofsection 152 of the Companies Act, 2013 and that of the Articles of Association of thecompany. The executive Directors on the Board serve in accordance with the terms of theircontracts of services with the Company.
18.2 BOARD COMPOSITION, CATEGORY OF DIRECTORS, MEETING AND ATTENDANCERECORD OF EACH DIRECTORS:
The company has a balanced Mix of executive and Non-executive Independent Directors. Ason March 31, 2024, the board of directors comprises of 2 Directors and both are Executivedirectors, The Company has appointed three (3) independent Directors to the Board on 10thof April 2024. All independent Directors are persons of eminence and bring a wide range ofexpertise and experience to the Board thereby ensuring the best interest of stakeholders andthe company.
All Independent Directors meet with the criteria of Independence as prescribed under sub¬section (6) of section 149 of the Act.
No Director is related to any other director on the board in terms of the definition of"relative" as defined in section 2(77) of the companies Act, 2013. None of the Directors onthe Board are Director/Independent Director of more than seven listed entities and none ofthe Whole-time Directors are independent Directors of any Listed Company.
The details of composition of the Board as at March 31, 2024, the attendance record of theDirectors at the Board Meetings held during financial year 2023-24.
s.
No
Name ofDirector
DIN
Designation Initial Date No. ofof Boardappointme Meetingnt s to beHeld
No. of
Board
meeti
ngs
attend
ed
Attendance at thelast AGM
1
Mr. Vishal
07842571
Whole-Time 09/02/2021 19
19
Present
Gupta
Director
2
Mr.
07645099
Whole-Time 29/11/2022 19
Bhuvneshwar
Pal Singh
3
Mr. Preet
10371737
Independent 10/04/2024
Kumar
4
Ms. Kavita
10584521
Dixit
5
Ms. Neha
10585638
Yadav
Executive Director
Mr. Vishal Gupta (Whole-time Director], Mr. Bhuvneshwar Pal Singh (Whole-time Director)directors on the board as on 31st March 2024. There is no change in the composition of executivedirector of the Company in Financial Year 2023-24.
Independent Director
The term of Mr. Preet Kumar as Independent Director of five year from April 10, 2024 to April10, 2029. Hence there is no requirement for re-appointment of the same.
The term of Ms. Kavita Dixit as Independent Director of one year from April 10th 2024 to April10th 2025. Hence there is no requirement for re-appointment of the same.
The term of Ms. Neha Yadav as Independent Director of five year from April 10, 2024 to April10, 2029. Hence there is no requirement for re-appointment of the same.
Director's retiring by Rotation
In accordance with the Act and the Article of Association of the Company, Mr. Vishal Gupta,Whole-time Director (DIN: 07842571) is liable to retire by rotation at the ensuing AGM and,being eligible, has offered himself for re-appointment as the Director. Accordingly, the re¬appointment of Mr. Vishal Gupta as Whole-time Director is being placed for the approval of theMembers at the ensuing AGM. A brief profile of Mr. Vishal Gupta along with other relatedinformation forms part of the Notice convening the ensuing AGM.
Key Managerial Personnel
The company changed its legal status from Maxvolt Energy Industries Private Limited toMaxvolt Energy Industries Limited on August 27, 2024, the Company is in process ofappointing the Key Managerial Personnel as per the Companies Act, 2013.
All Transactions with the related parties are placed before the board of Directors ("the Board"]for its approval. All related party transactions that were entered into during FY 2023-24 wereon an arm's length basis and were in the ordinary course of business and in accordance withthe provisions of the Act and the rules made there under.
During the year there are no materially significant related party transactions made by theCompany with Promoters, Directors, or other designated persons which may have a potentialconflict with the interest of the Company at large. Accordingly, no disclosure is made in respectof related party transactions in Form AOC-2 in terms of Section 134 of the Act and Rules framedthere under.
20.1. STATUTORY AUDITORS
S Yadav & Co., Chartered Accountants (Firm Registration No. 019841C) was Statutory Auditorsof the Company for the financial year 2023-24, was appointed in 01st Annual General Meetingof the Company to hold the office till the conclusion of 06thAnnual General Meeting of theCompany.
Auditors' Report
The Report of Auditors of the Company S Yadav & Co., Chartered Accountants on the AnnualAccounts of the Company. The report contains a qualified opinion on the accounts of theCompany from the Statutory Auditors. The notes on Financial Statements referred to in theAuditors' Report are self-explanatory and need no further comments.
Report on frauds u/s 143 (12) of the Act
The Auditors during the performance of their duties have not identified any offence of fraudcommitted by the Company or its officers or employees. Therefore, no frauds have beenreported to the Central Government under Section 143 (12) of the Act.
20.2. INTERNAL AUDITOR
The Company is not meeting the criteria of Section 138 of the Companies Act, 2013, with Rule13 of the Companies (Accounts) Rules, 2014. Hence the provisions of Section 138 of theCompanies Act, 2013 are not applicable to the Company.
The Company is not meeting the criteria of Section 204 of Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the provisionsof Section 204 of the Companies Act, 2013 are not applicable to the Company.
The Company is not triggered the provisions of Section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014. Hence the provisions of Section 197(12) of the Companies Act, 2013 are notapplicable to the Company.
The objective of the Company’s Corporate Social Responsibility ('CSR') initiatives is toimprove the quality of life of communities through long-term value creation for allstakeholders. The Company's CSR policy provides guidelines to conduct CSR activities of theCompany. The Company continues to address societal challenges through societaldevelopment programs and remains focused on improving the quality of life.
During the year under review, the Company has crossed the threshold limit related to theapplicability of CSR Provisions. The Board ensures that during the year 2024-25, it will complywith all rules and regulations related to the provisions contained in section 135 of theCompanies Act.
(A) Conservation of Energy-
(i) The Steps taken or impact on conservation of Energy: The Company operates in suchsector in which it has limited scope for undertaking energy conservation exercises, butnevertheless continues to emphasise work practices that result in conservation of energy.
(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL
(iii) The capital investment on energy conservation equipment: NIL
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product developmentor import substitution: NIL
(iii) In case of imported technology (imported during the last three years reckoned from thebeginning of the financial Year): NIL
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo:
Foreign exchange earnings: NIL
Foreign exchange outgo: 6,36,88,615.62
24. Risk Management & Internal Control System and their Adequacy
Risk Management
The Company has identified the various risk factors which may affect the Company. The Companyhas also developed and implemented a suitable policy to mitigate the risks.
Internal control system & their adequacy
Internal financial controls are an integral part of the risk management process, addressingfinancial and financial reporting risks. The internal financial controls have been documentedand embedded in the business processes. The Company has laid down internal financialcontrols, through a combination of entity level controls, process level controls and IT generalcontrols, inter-alia, to ensure orderly and efficient conduct of business, including adherenceto the Company's policies and procedures, accuracy and completeness of accounting recordsand timely preparation and reporting of reliable financial statements/information,safeguarding of assets, prevention and detection of frauds and errors.
The Company maintains appropriate systems of internal controls, including monitoringprocedures, to ensure that all assets and investments are safeguard against loss fromunauthorized use or disposition. Company policies, guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorized,recorded and reported correctly.
25. Vigil Mechanism
The requirement of establishment of Vigil mechanism as per section 178(8) of the CompaniesAct, 2013 is not applicable to the Company.
26. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Directors state that:
a) In the preparation of the annual accounts for the financial year 2023-24, the applicableaccounting standards have been followed along with proper explanation relating tomaterial departures, if any.
b) Appropriate accounting policies have been selected and applied consistently and havemade judgements and estimates that are reasonable and prudent, so as to give a true andfair view of the state of affairs of the Company as at March 31, 2024 and of the profit andloss of the Company for the year ended March 31, 2024.
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
d) The annual accounts for the financial year ended March 31, 2024 have been prepared on agoing concern basis.
e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively.
f) Proper systems are devised to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
Prevention of Sexual Harassment (POSH) the Company continues to follow all the statutoryrequirements and guidelines in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framedthereunder. The POSH Committee established as per the statutory requirements, continues tooperate in every Unit and at the registered office. In case of any instances, employees areadvised to approach the internal Committee and appropriate action in this regard is initiatedpost detailed review of the matter. The Company stands strong against any kind of sexualharassment and has zero tolerance for sexual harassment at workplace.
During the year under review Company has not received complaints of sexual harassmentfrom any employee of the Company.
1. Change in Registered office of the Company: During the period under review, theCompany has changed its registered office from A-52, New Ashok Nagar, New Delhi -110096 to F-108, Plot No. 1 F/F United Plaza, Community Centre, Karkardooma,New Delhi - 110092.
2. Conversion of Private limited to Limited: The Company has changed its legal statusfrom MAX VOLT ENERGY INDUSTRIES PRIVATE LIMITED to MAXVOLT ENERGYINDUSTRIES LIMITED on August 27, 2024.
No significant and material orders were passed by regulators or courts or tribunals.
During the year under review, your Company has complied with the Secretarial Standards 1and 2 on meetings of the Board of Directors and on General Meetings, respectively, issuedby the Institute of Company Secretaries of India with effect from 1st October 2017 andnotified by the Ministry of Corporate Affairs, in terms of Section 118 (10) of the Act.
We thank our customers, business partners, suppliers, bankers and shareholders for theircontinued support during the year. We thank the Government of India, the StateGovernments where we have business operations and other government agencies for theirsupport and look forward to their continued support in the future.
Your Directors are also happy to place on record their sincere appreciation to the co¬operation, commitments & contribution extended by all the employees of the "Maxvolt"
Family & look forward to enjoying their continued support & co- operation.
Date: 02.09.2024 Director Director
DIN:07842571 DIN:07645099