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Directors Report of Mahaveer Infoway Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 24th (Twenty Fourth) Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(In Rupees)

PARTICULAR 2014-2015 2013-2014

Total Income 622,661,113.00 779,797,477.00

Total Expenditure 619,865,745.00 776,903,471.00

Profit Before Tax 2,795,368.00 2,894,006.00

Provision for Tax 1,113,839.00 978,867.00

Profit after Tax 1,681,530.00 1,915,138.00

Profit Brought From Previous Year 12,428,781.00 10,513,644.00

Profit available for appropriation 14,110,311.00 12,428,782.00

Provision for Proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet 14,110,311.00 12,428,782.00

During the year under review, the Gross Revenue of the Company decreased to Rs. 2,795,368/- compared to Rs. 2,894,006/- in the previous year. The Profit after tax for the year decreased to Rs. 1,681,530/- compared to Rs. 1,915,138/- in the previous year.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date presenting of Board's Report. (i.e. 14/08/2015)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

5. BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 30/05/2014, 08/08/2014, 10/11/2014, 02/12/ 2014, 12/02/2015 and 31/03/2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year 2014-15, Ms. A Neelima Reddy was confirmed as Director in Independent Capacity in Last Annual General Meeting Held on 30/09/2014.

During the year, Mr. Harinarayan Vyas was appointed as Additional Director on 31st March, 2015. Now the Board proposes to appoint as Independent Director.

Details of Re-Appointment /Appointment of the Director:

Name of the Director Mr. Harinarayan Vyas

Date of Birth 27/11/1961

Date of Appointment 31/03/2015

Qualifications Graduate

No. of Shares held in the Company 2700

Directorships held in other companies (excluding private limited and foreign companies) NIL

Positions held in mandatory committees of other NIL companies

Mr. Vijay Jain (Executive Director) retire by rotation and, being eligible, offer himself for re- appointment. The Board recommend the re-appointment for approval of the Members.

7. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

The Terms and Conditions of Appointment of the Independent Directors are subject to the extant provisions of the following:

i. Applicable laws, Including the Companies Act, 2013 ('2013 Act'); and

ii. Clause 49 of the Listing Agreement (as amended from time to time); and

iii. Articles of Association of the Company.

a) Appointment:-

* The appointment will be for the period mentioned in their appointment letter ("Term"). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.

* As Independent Directors, they will not be liable to retire by rotation.

* Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

* The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

b) Role, Duties and Responsibilities:-

* As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:

a. Requirements under the Companies Act, 2013;

b. "Responsibilities of the Board" as outlined in the Corporate Governance requirements as prescribed by Stock Exchanges under Clause 49 of the Listing Agreement, Accountability under the Director's Responsibility Statement.

* They shall abide by the 'Code For Independent Directors' as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166) and in Clause 49 of the Listing Agreement.

* They are particularly requested to provide guidance in their area of expertise.

c) Time Commitment:-

They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

d) Remuneration:-

* As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time to time.

* In addition to the Sitting Fees, Commission that may be determined by the Board may also be payable to them. In determining the amount of this Commission, the Board supported by the Nomination and Remuneration Committee may consider performance of the Company and their performance as evaluated by the Board.

* Further, the Company may pay or reimburse to the Director such expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to the expense being reasonable, professional advice from independent advisors in the furtherance of their duties as Independent Directors.

e) Code of Conduct:-

* As Independent Directors of the Company, they agree to comply with the Code of Conduct for Non-Executive Directors (NEDs).

* Unless specifically authorised by the Company, they shall not disclose company and business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.

* Their obligation of confidentiality shall survive cessation of their respective directorships with the Company.

* The provisions of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Code of Conduct on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors.

* Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.

* All Directors are required to sign a confirmation of acceptance of the Code of Conduct for NEDs as adopted by the Board on annual basis.

f) Training and Development:-

* The Company may, if required, conduct formal training program for its Independent Directors.

* The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board.

g) Performance Appraisal / Evaluation Process:-

* As members of the Board, their performance as well as the performance of the entire Board and its Committees will be evaluated annually.

* Evaluation of each director shall be done by all the other directors.

* The criteria for evaluation shall be disclosed in the Company's Annual Report.

* However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

h) Disclosures, Other Directorships and Business Interests:-

* During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary.

* During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.

i) Changes of Personal Details:-

During the Term, they shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

j) Disengagement:-

* They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later.

* Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term (subject to compliance of relevant provisions of the 2013 Act) upon Violation of any provision of the Code of Conduct as applicable to NEDs, Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

DEFINITIONS:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

* Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

* Chief Financial Officer;

* Company Secretary; and

* Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

OBJECTIVE:

The objective of the policy is to ensure that

* The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

* Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:

* To formulate criteria for determining qualifications, positive attributes and independence of a Director.

* To formulate criteria for evaluation of Independent Directors and the Board.

* To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

* To carry out evaluation of Director's performance.

* To recommed to the Board the appointment and removal of Directors and Senior Management.

* To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

* To devise a policy on Board diversity, composition, size.

* Succession planning for replacing Key Executives and overseeing.

* To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

* To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL:

* The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

* A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

* The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM /TENURE:

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

c) EVALUATION:

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

d) REMOVAL:

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

e) RETIREMENT:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION:

1) Remuneration to Managing Director / Whole-time Directors:

* The Remuneration/ Commission etc. to be paid to Managing Director/ Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

* The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

* The Non-Executive/ Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

* All the remuneration of the Non- Executive/ Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

* An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

* Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

* The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

* The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

* The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

* The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

* The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION:

* The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

* The Committee may Delegate any of its powers to one or more of its members.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Budhi Prakash Toshniwal, Mr. Vinit Maharia, Mr. Harinarayan Vyas and Ms. A Neelima Reddy, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013. (Annexure 2)

9. COMPOSITION OF COMMITTEES:

I. AUDIT COMMITTEE:

a) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

b) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

i. Any changes in accounting policies and practices;

ii. Qualification in draft audit report;

iii. Significant adjustments arising out of audit;

iv. The going concern concept;

v. Compliance with accounting standards;

vi. Compliance with stock exchange and legal requirements concerning financial statements and

vii. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

c) The previous Annual General Meeting of the Company was held on 30/09/2014 and Chairman of the Audit Committee, attended previous AGM.

d) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014- 2015, (5) Five meetings of the Audit Committee were held on the 30.05.2014, 08.08.2014, 10.11.2014, 02.12.2014 and 12.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category

Mr. Budhi Prakash Toshniwal Chairmen NED (I)

Mr. Vinit Maharia Member NED (I)

Ms. A Neelima Reddy Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Mr. Budhi Prakash Toshniwal 5 5

Mr. Vinit Maharia 5 5

Ms. A Neelima Reddy 5 5

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

II. NOMINATION & REMUNERATION COMMITTEE:

The Details of Composition of the Committee are given below:

Name Designation Category

Mr. Vinit Maharia Chairmen NED (I)

Mr. Budhi Prakash Toshniwal Member NED (I)

Ms. A Neelima Reddy Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Mr. Vinit Maharia 4 4

Mr. Budhi Prakash Toshniwal 4 4

Ms. A Neelima Reddy 4 4

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The Amount of remuneration including Sitting Fees paid to the Executive and Non-Executive Directors for the financial year 2014-2015 is Rs. 14,52,000/-.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Ms. A Neelima Reddy Chairperson NED (I)

Mr. Budhi Prakash Toshniwal Member NED (I)

Mr. Vinit Maharia Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Ms. A Neelima Reddy 4 4

Mr. Budhi Prakash Toshniwal 4 4

Mr. Vinit Maharia 4 4

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

B. Powers:

The Committee has been delegated with the following powers:

1. To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

2. To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s).

3. Consolidate and sub-division of share certificates etc.

4. To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

5. The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

6. The Company has designated an exclusive e-mail ID called cs@minfy.com for redressal of shareholders' complaints/grievances.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:-

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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; and

e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

11. STATUTORY AUDITORS:

M/s. Kalyana & Co., Hyderabad, Statutory Auditors of the Company retire at the ensuing annual general meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Kalyana & Co., Hyderabad as the Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

12. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

13. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report of the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act, 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go: (In Lakhs)

Foreign Exchange Earnings : 28.59

Foreign Exchange Outgo : NIL

15. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

16. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. Minfy Technologies Private Limited (Formerly known as 'Mahaveer Projects Private Limited') and M/s. Mahaveer Telecom Private Limited are the subsidiaries of the company.

18. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report. (FORMAT IN ANNEXURE 1)

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans:-

During the Year, The Company has given Short Term Loan to its Subsidiaries, Mahaveer Telecom Private Limited of Rs. 5249514/- and Minfy Technologies Private Limited of Rs. 3273102/-.

Investment:-

During the Year, Your Company has invested in the Contribution of Techminfy Info Solutions LLP of Rs. 50,000/-.

Credit & Guarantee Facilities:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Axis Bank Ltd. Personal Guarantees were given by:

1. Mr. Ashok Kumar Jain - Managing Director

2. Mr. Vijay Jain - Director

3. Mr. Rajender Kumar Jain - Director

4. Mr. Jeetendra Kumar Bhansali - Director

5. Mr. Ramesh Prasanna Dixit - Director

Executive Director without any consideration for obtaining Bank Guarantees.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

26. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.minfy.com.

Your Directors draw attention of the members to Note 1.19 to the financial statement which sets out related party disclosures. (Annexure 3)

27. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 31st March, 2015 without attendance of Non-Independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the Performance of Non-Independent Directors and the Board as a whole;

(b) Review of the Performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-Executive Directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(d) The meeting also reviewed and evaluated the performance of Non-Independent directors. The company has 5 (Five) Non-Independent Directors namely:

1. Mr. Ashok Kumar Jain - Managing Director

2. Mr. Vijay Jain - Director

3. Mr. Rajender Kumar Jain - Director

4. Mr. Jeetendra Kumar Bhansali - Director

5. Mr. Ramesh Prasanna Dixit - Director

The meeting recognized the significant contribution made by Non- Independent Directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

the company has performed exceptionally well by regular attendance of Directors in meetings and by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

28. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedabad Stock Exchange where the Company's Shares are listed and Bombay Stock Exchange where company has Indonext Trading Agreement.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

31. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

32. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

33. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received : Nil

* No. of complaints disposed off : Nil

35. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Mahaveer Infoway Limited

Sd/- Sd/- Place: Hyderabad Ashok Kumar Jain Rajender Kumar Jain Date: 14/08/2015 Managing Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2013-2014 2012-2013 (in Rs.) (in Rs.)

Sales and Services 721,853,872 513,708,554

Income From IT Activities 24,974,633 19,964,547

Other Income 32,968,972 26,595,250

Profit before tax 2,894,006 2,454,067

Provision for Tax (Including Deferred Tax) 978,867 87,619

Profit After Tax 1,915,138 2,366,450

Profit Brought From Previous Year 10,513,644 81,47,194

Profit available for appropriation 12,428,782 10,513,644

Dividend on Equity Shares NIL NIL

Provision Corporate Dividend Tax NIL NIL

Balance carried to Balance Sheet 12,428,782 10,513,644

OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Company has recorded a turnover of Rs. 72.19 Crores in the current year and made a net profit of Rs. 19.15 lacs compared to Rs. 51.37 Crores and 23.66 lacs respectively for the financial year 2012-13.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

OPERATIONS:

The performance of the company during the year under review has been satisfactory. The company is making all its efforts to get further orders apart from the existing one.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of BSE Limited.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 6,00,00,000 divided into 60,00,000 equity shares of Rs. 10/- each. The Paid up capital of the company stands at Rs. 5,50,90,000/- divided Into 55,09,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2014 - M/s. Minfy Technologies Private Limited (Formerly known as Mahaveer Projects Private Limited) and Mahaveer Telecom Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. Jeetendra Kumar Bhansali, Mr. Rajender Kumar Jain and Ms. A Neelima Reddy for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.minfy.com

During the year, Ms. A Neelima Reddy was appointed as Additional Director w.e.f. 30.09.2013 to hold office up to the date of ensuing annual general meeting. Pursuant to notice in writing by member along with requisite deposit, your directors recommend the appointment.

During the year, Mr. Hanuamandas Malu resigned from the board w.e.f. 30.07.2013 and Mr. Vijay Kumar Taori, Director passed away during the year. The Board placed on record its sincere appreciations for the valuable services rendered by them during their tenure as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgment 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;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 45.46 Lakhs

Foreign Exchange Outgo : Rs. NIL

PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co., Chartered Accountants, Hyderabad retires at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation for the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Mahaveer Infoway Limited

Sd/- Place: Hyderabad Ashok Kumar Jain Date: 08.08.2014 Managing Director (DIN: 00043840)


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2012-2013(in Rs.) 2011-2012(in Rs.)

Sales and Services 513,708,554 23,35,88,440

Income From IT Activities 19,964,547 80,95,324

Other Income 26,595,250 3,95,27,437

Profit before tax 2,454,067 31,97,520

Provision for Tax (Including Deferred Tax) 87,619 10,50,418

Profit After Tax 2,366,450 21,47,102

Profit Brought From Previous Year 81,47,194 76,00,766

Profit available for appropriation 10,513,644 97,47,868

Dividend on Equity Shares NIL 13,77,250

Provision Corporate Dividend Tax NIL 2,23,424

Balance carried to Balance Sheet 10,513,644 81,47,194

OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Company has recorded a turnover of Rs. 51.37 crores in the current year and made a net profit of Rs. 23.66 lacs compared to Rs. 23.35 crores and 21.47 lakhs respectively for the financial year 2011-12. The Company has been continuously working to improve the performance to a greater extent by diversifying business activities into telecom and education sector.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of BSE Limited.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 6,00,00,000 divided into 60,00,000 equity shares of Rs10/- each. The Paid up capital of the company stands at Rs. 5,50,90,000 divided Into 55,09,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2013 - Mahaveer Projects Private Limited and Mahaveer Telecom Private Limited

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. Ramesh Prasanna Dixit and Mr. Vijay Kumar Taori, Directors of the Company who retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend their re-appointment.

During the year Mr. Hanuman Das Malu retired from the Board of the company. We place on record our deep sense of appreciation for the services rendered by Mr. Hanuman Das Malu during his tenure as a Board member.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgment 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;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 28.80 Lakhs

Foreign Exchange Outgo : Rs. 542.22 Lakhs

PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co., Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation for the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

and on behalf of the Board of Mahaveer Infoway Limited Sd/- Place: Hyderabad Ashok Kumar Jain Date: 30.07.2013 Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2011-2012(in Rs.) 2010-2011(in Rs.)

Sales and Services 23,35,88,440 23,74,13,548

Income From IT Activities 80,95,324 34,47,367

Other Income 3,95,27,437 3,57,67,819

Profit before tax 31,97,520 1,18,13,402

Provision for Tax (Including Deferred Tax) 10,50,418 36,33,771

Profit After Tax 21,47,102 81,79,631

Profit Brought From Previous Year 76,00,766 26,33,124

Profit available for appropriation 97,47,868 1,08,12,755

Dividend on Equity Shares 13,77,250 27,54,500

Provision Corporate Dividend Tax 2,23,424 4,57,488

Balance carried to Balance Sheet 81,47,194 76,00,766



OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

The Company has recorded a turnover of Rs. 23.35 crores in the current year and made a net profit of Rs. 5.46 lacs compared to Rs. 23.74 crores and 49.67 Lakhs respectively for the financial year 2010-11. The Company has been continuously working to improve the performance to a greater extent by diversifying business activities into telecom and education sector.

DIVIDEND:

Your directors recommend a final dividend of Rs.0.25. per share for your approval.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of Bombay Stock Exchange.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 60,000,000 divided into 6,000,000 equity shares of Rs10/- each. The Paid up capital of the company stands at Rs. 55,090,000 divided Into 5,509,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2012. Mahaveer Projects Private Limited and Mahaveer Telecom Private Limited

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. Budhi Prakash Toshniwal and Mr. Vijay Jain, Directors of the Company who retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 10.55 Lakhs

Foreign Exchange Outgo : Rs. 612.80 Lakhs

PARTICULARS OF EMPLOYEES:

As the Company is not having any employee during the year under review, the disclosures required to be made under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co.,Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation of the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of

Mahaveer Infoway Limited

Sd/-

Place: Hyderabad Ashok Kumar Jain

Date: 03.08.2012 Managing Director

 
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