Notes to Accounts of Maxgrow India Ltd.
Cancellation of Equity Shares Allotted Upon Conversion of Share Warrants
The Company had allotted 1,50,00,000 equity shares of face value ^5 each at a premium of ^3 per share during the
financial year 2019-20, upon conversion of share warrants issued in earlier years. The application for listing of these
shares with the stock exchange was submitted but remained pending and was marked for re-submission.
These 1,50,00,000 equity shares, which were forming part of the promoter shareholding and pending listing approval,
now stand cancelled pursuant to the implementation of the Resolution Plan approved by the Honâble National Company
Law Tribunal (NCLT). The cancellation has been carried out in accordance with the terms of the approved plan and
applicable regulatory provisions.
Issueance and Transfer of New Equity Shares
During the year, the Company implemented a resolution plan duly approved by the NCLT under Insolvency and
Bankcruptcy Act. Pursuant to the approved resolution plan, the Company cancelled 3,54,52,338 equity shares held by
public shareholders who individually held more than 1,000 shares. Simultaneously, the Company issued 3,90,73,325 new
equity shares to the Resolution Applicant at a premium of ^453 per share. The issuance of new shares has been
accounted for in the share capital and securities premium accounts as per applicable accounting standards.
As stipulated in the approved Resolution Plan, the new promoter was required to compensate the IOC stakeholders by
transferring 5% of the total share capital of the company. This requirement has been duly complied with
the transfer of 5% shareholding of all other IOC to Monext Trading Private Limited has been completed on May 10,
2025.
Terms / rights attached to equity shares
1. The company has only one class of equity shares having par value of Rs.5 (Previous year Rs.5/-) per share which rank
pari-passu in all respects including voting rights and entitlement to dividend
2. In the event of liquidation, each share carry equal rights and will be entitled to receive equal amount per share out of
the remaining amount available with the Company after making preferential payments.
Nature and purpose of Reserves
Security Premium:
This reserve represents the premium on issue of equity shares and can be utilised in accordance with the provisions of the
Companies Act, 2013
Capital Reserve:
The Capital Reserve created pursuant to cancellation of equity shares under the approved Resolution Plan shall be
utilized in accordance with the provisions of the Companies Act, 2013, and the applicable accounting standards. Such
reserve is not available for distribution as dividend and may be used only for purposes permitted under the Act, including
adjustment of accumulated losses, if any, or in accordance with directions of the regulatory authorities.
Note 18 : Company under implementation as per CIRP
The Honâble National Company Law Tribunal, Mumbai (âNCLTâ) by an order dated 04th June, 2021 admitted the Corporate
Insolvency Resolution Process (âCIRPâ) application filed by operational creditor and Mr. Mayank Jain (Registration No. IBBI/IPA-
001/IP-P01055/2017-2018/11748) had been appointed as Resolution Professional (âRPâ) for the Company wide order dated July 06,
2021 to conduct CIRP ofMAXGROW INDIA LIMITED. Thereafter, the process under CIRP were conducted in accordance with the
CIRP Regulations and Resolution Plan was approved on 24th January 2022 in the CoC meeting. The necessary Resolution Plan was
filed with the Adjudicating Authority on 28th February 2022 and the same was approved by NCLT on 06th December 2023. As per the
Resolution plan.
On December 10 2024, Interim Monitoring Agency (IMA) was dissolved and the management was handed over to the resolution
applicant. On December 23 2024, resolution applicant reconstituted the board and the new board has taken the management of the
company and the closing date of the resolution plan is recorded as 23 December 2024 and terms of resolution plan implemented by July
2025
Note 19 : Going Concern
The Companyâs approved resolution plan was fully implemented only in July 2025 and the management has since been in the process of
reviving and restructuring operations. Considering that operations remained substantially inactive for a prolonged period during CIRP
and prior years, some delay in operational stabilisation is natural.
However, management is actively pursuing business opportunities and has already initiated discussions/contracts relating to future
business operations. The Company has also made investments in permitted financial instruments in accordance with its revised object
clause and is exploring fund-raising options for working capital and regulatory compliance requirements. The company has also signed
some LOIs with metals trading business and streamlining the team and necessary financing.
Accordingly, management continues to prepare the financial statements on going concern basis."
Note 20 : Implementation of Resolution Plan and Accounting Impact
The Company has recognised a provision of Rs 867.50 Lakhs towards diminution in the value of an investment in an associate, due to
non availability of sufficient information to assess its recoverability as at the reporting date. The management of the Company have not
received valuation report to determine the market value of their investment in Technopoint Mercantile Pvt,Radha Madhav Research and
Trade Private Limited and worldwide Industries as at 31.03.3026 and the company is uncertain about the recoverability of this
investment as on 31.03.2026. Accordingly, the management has disclosed this investment at cost and has made provision for impairment
of this assest.
The Company has recorded a loss for 100% of the investment held in and , measured at cost. In accrodance with the applicable
accounting standards, these invesmments have been assessed for impairment. Based on the assessment, it has been concluded that these
investments do not have any reliable realised value as at the balancesheet date, accrodingly, the carrying amounts have been written
down to Nil.
As per the Resolution plan approved by the Hon''ble NCLT PP Metallix is the actual successful resolution applicant.
The reference to Metal Industrial Pte. Ltd in IOC correspondence arises from the share swap arrangement embedded within the
Resolution plan. Under this arrangement, Maxgrow acquired 100% of the equity in PP Metallix Ltd, and in consideration, issued shares
to Metal Industrial Pte. Ltd which is holding company of PP Metallix Ltd. As a result, Metal Indistrial Pte. Ltd became the new promoter
of the company post-resolution.
Note 21 : Evaluation and Provision for Investments
The investments appearing under Note 4(a) of the financial statements were initially carried at cost due to unavailability of complete
records from the previous management. Following the implementation of the Resolution Plan and assumption of control by the new
management, a detailed evaluation of the recoverability and fair value of these investments has been carried out.
Based on this assessment, appropriate provisions have been made in the financial statements wherever the carrying value of investments
exceeded their estimated recoverable amount. The investments are now stated at values considered fair and recoverable in accordance
with applicable accounting standards.
Note 22: Capital Management
For the purpose of the Companyâs capital management, capital includes issued equity share capital, securities premium and all other
reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to maximise
the value of the share and to reduce the cost of capital. The Company manages its capital structure and makes adjustments in light of
changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the
Company can adjust the dividend payment to shareholders, issue new shares, etc. The Company monitors capital using a gearing ratio,
which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and
cash equivalents
Note 23 : Audit trail functionality of Audit software :
The tally prime accounting software used by the company did not have a functional audit trail (edit log ) feature. However, necessary
corrective measures are being taken to ensure compliance going forward.
Note 24 : Segment Information:
The Company does not have any revenue from operations and accordingly there is no separate reportable segment as per Ind AS - 108
''Operating Segment'' specified under section 133 of the Companies Act, 2013.
Note 32 : The Following Additional Information (Other Than What Is Already Disclosed Elsewhere) Is Disclosed In Terms Of Amendments Dated
March 24, 2023 In Schedule Iii To The Companies Act 2013 With Effect From 1St Day Of April, 2021
a. There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period as applicable.
b. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year 2025-26.
c. There is no proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
d. The details is not applicable to the Company, related to transactions not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme and shall also state whether the previously
unrecorded income and related assets have been properly recorded in the books of account during the year.
e. The Company is not declared wilful defaulter by any bank or financial Institution or other lender.
f. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds)
to any other person(s) or entity(ies), including foreign entities (Intermediaries) during the year with the understanding (whether recorded in
writing or otherwise) that the Intermediary shall :
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate
Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
g. The Company has not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) during the year
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
All amounts are 7 in Lakhs unless otherwise stated
h. The Compliance with number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of
layers) Rule, 2017 is not applicable as the Company have only one subsidiary.
i. The Company has no Immovable Properties whose title deeds are not held in name of the Company.
j. As infomr ed by the Management, the Company has not done transactions during the year with any company which is struck off by Registrar
of companies.
k. There are no loans or advances outstanding ason 31 -Mar-2026 in the nature of loans to Promoters/Related Parties/Directors/ KMP which are
either repayable on demand or without specifying any terms or period of repayment. Details of the same is given below:
l. The Company has not entered into any Scheme of Arrangements in terms of sections 230 to 237 of the Companies Act, 2013.
Note 33: Events after Reporting Period
a. Subsequent to the year ended 31 March 2026 and prior to the approval of these financial statements, the Company received written
confirmations from certain lenders on 24 April 2026 whereby the lenders have irrevocably waived the interest payable on unsecured loans
pertaining to the financial year ended 31 March 2026.
The aggregate amount of interest waived pursuant to such confirmations is Rs.6.62 Lakhs
The management has evaluated the said waiver in accordance with Ind AS 10 - Events after the Reporting Period. Since the waiver
confirmations were received after the reporting date and the lenders'' right to receive interest existed as at 31 March 2026, the waiver has been
considered as a non-adjusting event occurring after the reporting period.
Accordingly, the financial statements for the year ended 31 March 2026 continue to reflect the interest liability and related finance cost accrued
up to the reporting date. The effect of the waiver will be recognised in the financial statements of the subsequent reporting period in accordance
with applicable accounting standards.
Management is of the view that the above event is material and therefore appropriate disclosure has been made in these financial statements.
b. Company have appointed Internal Auditor and Company Seceratry as per the requirements of Companies Act 2013
Note 34: Prior Period Expenses
During the year ended, the Company identified that certain expenses relating to director remuneration and Depository expenses, pertaining to
the year ended March 31,2025, were not recorded in the respective year and were instead recognised on payment basis in the current year.
The above represents a prior period error as defined under Ind AS 8. In accordance with the requirements of Ind AS 8, the Company has
corrected the same by restating the comparative financial information for the year ended March 31, 2025.
Accordingly, the expenses for the year ended March 31,2025 have been increased by ? 5,86,800, with a corresponding increase in loss for the
previous year. The financial results for the current quarter are not impacted by this adjustment.
The Company has ensured that the above correction is in compliance with the recognition and measurement principles laid down in Ind AS 34
and the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The restatement of comparative figures has been carried out to ensure that the financial statements present a true and fair view in accordance
with the provisions of Section 129 of the Companies Act, 2013.
Note 35: Previous Yearsâ Figures
The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed
under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable. The previous
period''s figures have been regrouped or rearranged wherever necessary.
The company has alloted 800000 equity shares of Rs 10 each at a premium of Rs 10 in exercise of right of the warrant holder in the year 2013 and thereafter spiltted the shares to face value of Rs 5 each by issuing 10662039 equity shares to the existing shareholders
2. Terms/ rights attached to equity shares
1. The company has only one class of equity shares having par value of Rs.5 (P.Y. Rs.5/-) per share which rank pari-passu in all respects including voting rights and entitlement to dividend.
2. In the event of liquidation, each share carry equal rights and will be entitled to receive equal amount per share out of the remaing amount available with the Company after making preferential payments.
As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(d) The Company does not have any holding company.
(e) There are no shares reserved for issue under options and contracts/commitments for sale of shares/disinvestments.
(f) There are no unpaid calls from any director and officer.
3. CONTINGENT LIABILITIES
The Company has Contingent Liabilities in respect of JCCI Penalty of Rs. 5,34,523/- and Disputed Sales Tax Liability (Bangalore) of Rs. 6,47,571/- .
4. Balance Appearing in various accounts under the head Unsecured Loans, Sundry Debtors, Loans and Advances, Deposits and Sundry Creditors are subject to confirmation and reconciliation's. Consequential adjustment thereof arising if any, will be made in the year, the confirmation and reconciliation's are received.
5. In the opinion of the management, the Current Assets, Loans and Advances, deposit are expected to realize at the values stated in the Balance Sheet and adequate provisions have been made in the accounts for all known liabilities.
6. No amounts are outstanding to Micro, Small and Medium Enterprises Development Act, 2006 for the year ended on 31st March 2015.
7. SEGMENT REPORTING
The Company operates primarily only in one business segment viz Hr solution and has its operation and all other assets locate in India and as such "Segment Reporting" in term of Accounting Standard -17 has not been given.
8. RELATED PARTY DISCLOSURE AS PER ACCOUNTING STANDARD 18
i. List of Related Parties
a. Key Management Personnel (KMP)
Natwar Sureka - Managing Director
Manju Sureka - Director
b. Enterprise over which KMP is having significant control
Apogee Business Solutions Pvt. Ltd.) (Formerly Known as Frontline Bhoomi Vistar Private Limited) Frontline Salesmart Private Limited
Note : 1 Related party relationship is as identified by the Company and relief upon by the Auditors.
2 No amounts in respect of related parties have been written off/written back during the year, nor any provision has been made for doubtful debts/receivables.
The company has alloted 800000 equity shares of Rs 10 each at a premium of Rs 10 in exercise of right of the warrant holder in the year 2013 and thereafter spiltted the shares to face value of Rs 5 each by issuing 10662039 equity shares to the existing shareholders
(a) Terms/ rights attached to equity shares
1. The company has only one class of equity shares having par value of Rs.5 (P.Y. Rs.5/-) per share which rank pari-passu in all respects including voting rights and entitlement to dividend.
2. In the event of liquidation, each share carry equal rights and will be entitled to receive equal amount per share out of the remaing amount available with the Company after making preferential payments.
As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(b) The Company does not have any holding company.
(c) There are no shares reserved for issue under options and contracts/commitments for sale of shares/disinvestments.
(d) There are no unpaid calls from any director and officer.
3. CONTINGENT LIABILITIES
The Company has Contingent Liabilities in respect of JCCI Penalty of Rs. 5,34,523/- and Disputed Sales Tax Liability (Bangalore) of Rs. 6,47,571/- .
4. Balance Appearing in various accounts under the head Unsecured Loans, Sundry Debtors, Loans and Advances, Deposits and Sundry Creditors are subject to confirmation and reconciliation''s. Consequential adjustment thereof arising if any, will be made in the year, the confirmation and reconciliation''s are received.
5. In the opinion of the management, the Current Assets, Loans and Advances, deposit are expected to realize at the values stated in the Balance Sheet and adequate provisions have been made in the accounts for all known liabilities.
6. No amounts are outstanding to Micro, Small and Medium Enterprises Development Act, 2006 for the year ended on 31st March 2013.
7. SEGMENT REPORTING
The Company has identified two reportable segments viz. Hr solution & Trading. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting system.
a) Secondary Segment
The Company mainly caters to the needs of the domestic market. As such there is only one reportable geographical segment.
b) Segment Assets & Liabilities
Segment assets include all operating assets used by a segment and consist principally of Debtors, advances and fixed assets. Assets at corporate level are not allocable to segments on a reasonable basis and thus the same have not been allocated. Liabilities include all operating liabilities and consist principally of Creditors and accrued liability.
8. Previous Year''s figures have been regrouped and rearrange whichever necessary in confirm to those of Current Year.
The Company has Contingent Liabilities in respect of JCCI Penalty of Rs. 5,34,523/- and Disputed Sales Tax Liability (Bangalore) of Rs. 6,47,571/- .
2. Balance Appearing in various accounts under the head Unsecured Loans, Sundry Debtors, Loans and Advances, Deposits and Sundry Creditors are subject to confirmation and reconciliation''s. Consequential adjustment thereof, arising if any, will be made in the year, the confirmation and reconciliation''s are received. I
3. In the opinion of the management, the Current Assets, Loans and Advances, deposit are expected to realize at the values stated in the Balance Sheet and adequate provisions have been made in the accounts for all known liabilities.
4. No amounts are outstanding to Micro, Small and Medium Enterprises Development Act, 2006 for the year ended on 31st March 2013.
5. SEGMENT REPORTING
The Company has identified two reportable segments viz. Hr solution & Trading. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting system.
a) Secondary Segment
The Company mainly caters to the needs of the domestic market. As such there is only one reportable geographical segment.
b) Segment Assets & Liabilities
Segment assets include all operating assets used by a segment and consist principally of Debtors, advances and fixed assets. Assets at corporate level are not allocable to segments on a reasonable basis and thus the same have not been allocated. Liabilities include all operating liabilities and consist principally of Creditors and accrued liability.
6. RELATED PARTY DISCLOSURE AS PER ACCOUNTING STANDARD 18 i. List of Related Parties
a. Key Management Personnel (KMP)
Natwarlal Sureka - Managing Director
Manju Sureka - Director
b. Enterprise over which KMP is having significant control
Frontline Bhoomi Vistar Private Limited Frontline HR Solutions Limited Frontline Salesmart Private Limited Frontline Sales Shoppe Private Limited
7. Previous Year''s figures have been regrouped and rearrange whichever necessary in confirm to those of Current Year.
1. The company has only one class of equity shares having par value ofRs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The company has not issued any dividend during the financial year ending 31st March, 2012
2. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
3. During the year the company has made preferential allotment of 9,50,000 equity shares ofRs. 10/- each at a premium ofRs. 10/-, as per the Provisions of Section 81(1 A) and other applicable provisions of Companies Act, 1956. Out of the said 9,50,000 equity shares; 2,00,000 equity shares are kept in a lock-in for a period of 3 years and the balance 7,50,000 equity shares are kept under a lock-in for a period of 1 year from the date of its allotment as per Clause 78 of SEBI.
4. During the year the company has alotted shares for the share application money received in the earlier year
As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
Terms/ rights attached to issue of warrants :
The Board of Directors of the Company and as approved in their Extra Ordinary General Meeting held on 5th May, 2011 have resolved to create, offer, issue and allot upto 8,00,000 warrants, convertible into equity shares of nominal value of 10/- each at a price ofRs. 20/- per share which includes a premium of Rs. 10/- per share on a preferential allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956. The warrants shall be convertible at any time within a period of 18 months from the date of allotment of warrants, in the event warrants are not converted into shares within the said period the company is eligible to forfeit the amount received towards the warrant. . The warrant holders shall be required to pay an amount equivalent to at least twenty five percent (25%) of the total consideration per warrant viz. Rs. 5/- per warrant, each warrant priced at Rs. 20/-, as at 31st March, 2012 the company has received 25% of the total consideration for warrants.
Notes:
(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.
(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.
See accompanying notes forming part of the financial statements
The Company has Contingent Liabilities in respect of JCCI Penalty of Rs. 5,34,523/- and Disputed Sales Tax Liability (Bangalore) of Rs. 6,47,571/- .
2 Deferred Tax Assets /(Liabilities ): The Company has recognized deferred tax arising on account of timing difference, being the difference between the taxable income and accounting income, that originated in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting Standard (AS-22) Accounting for Taxes on Income issued by Institute of Chartered Accountant of India.
3 Balance Appearing in various accounts under the head Unsecured Loans, Sundry Debtors, Loans and Advances, Deposits and Sundry Creditors are subject to confirmation and reconciliation's. Consequential adjustment thereof arising if any, will be made in the year, the confirmation and reconciliation's are received.
4 In the opinion of the management, the Current Assets, Loans and Advances, deposit are expected to realize at the values stated in the Balance Sheet and adequate provisions have been made in the accounts for all known liabilities.
5 No amounts are outstanding to Micro, Small and Medium Enterprises Development Act, 2006 for the year ended on 31st March 2011.
6 Segment Reporting :
The company operates only in one business segment being BPO / KPO Solutions and there are no geographical segments to be reported.
7 Information on Related party transaction as required by Accounting Standard (AS 18) for the year ended 31st March, 2011
Associate Companies
Frontline Sales Ltd.
Frontline HR Solutions Ltd.
Key Managerial Personnel
Natwarlal Sureka - Managing Director
8 Scheme of Arrangement
Pursuant to the Scheme of Arrangement under section 78,100,391 & 394 of the Companies Act 1956 and subsequent order of Bombay High Court Dated 25th June 2010 thereon, the paid up share capital of the company of Rs. 12,01,00,000/- divided into 1,20,10,000 equity shares of Rs 10/- each has been reduced to Rs 1,20,10,000/- divided into 12,01,000 equity shares of Rs 10/- each without payment of the cancelled value of said shares to the shareholders of the company. The capital so reduced of Rs 10,80,90,000/- , share premium Rs 83,145/- and the capital reserve to the extent of Rs 12,86,48,232/- aggregating to Rs. 23,68,21,377 has been set off against accumulated losses of Rs 25,41,43,793/- of the company thereby reducing the accumulated losses to that extent.
9 Previous Year's figures have been regrouped and rearrange whichever necessary in confirm to those of Current Year. Figures have been rounded off to the nearest rupee.
2 In the opinion of the management, the Current Assets, Loans and Advances, deposit are expected to realize at the values stated in the Balance Sheet and adequate provisions have been made in the accounts for all known liabilities.
3 No amounts are outstanding to Micro, Small and Medium Enterprises Development Act, 2006 for the year ended on 31st March 2010.
4 Auditors Remuneration comprises of the following:
Particulars 2009-2010
(Amt. Rs.)
Audit Fees 5000
Taxation 5000
Service Tax 1030 0 Total 11,030
5. Deferred Tax Assets /(Liabilities ):
The Company has recognized deferred tax arising on account of timing difference, being the difference between the taxable income and accounting income, that originated in one period and is capable of reversal in one or more subsequent period(s) in compliance with Accounting Standard (AS-22) Accounting for Taxes on Income issued by Institute of Chartered Accountant of India.
6 Earning Per Share:
Basic earning per share (0.07)
Profit (Loss) after tax as per profit & loss Account (8,83,535)
Weighted average number of equity shares outstanding 1,20,10,000
7 Information on Related party transaction as required by Accounting Standard (AS 18) for the year ended 31st March, 2010
Associate Companies
Frontline Sales Ltd. Frontline HR Solutions Ltd.
Key Managerial Personnel
Natwarlal Sureka - Managing Director
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