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Directors Report of Maxheights Infrastructure Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Performance

A brief overview on standalone financial performance of your company for the financial year ended 31st March, 2014 are as follows:

Standalone Financial Performance (Amount in

Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 35,527,204.87 17,066,963.00

Total Expenditure 29,771,744.40 9,336,720.22

Profit before tax 5,755,460.47 7,730,242.78

Tax Expenses 1,780,680.00 2,473,430.00

Profit after tax 3,974,780.47 5,256,812.78

Paid-up Share Capital 141,366,750.00 141,366,750.00 Year in Retrospect

During the year under review total income of the Company was Rs. 35,527,204.87/- as against Rs. 17,066,963.00/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 3,974,780.47/- against a profit of Rs. 5,256,812.7- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2014 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March, 2014.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning, however it is the endeavour of the Management to conserve the energy by reducing the use of petroleum and use of latest technology.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

During the year the Board of Directors in their meeting held on 7th February, 2014 appointed Mr. Naveen Narang as the Managing Director of the Company and recommended his appointed for the approval of the members at the Extra-Ordinary General Meeting scheduled to be held on 25th June, 2014.

Mr. Satish Chander Narang was appointed as the Chairman of the Company w.e.f. 7th February, 2014.

Further during the year Mr. Manan Narang, resigned from the Board and ceased to be the Managing Director of the Company w.e.f. 18th December, 2013. The Directors placed on record their appreciation for his contribution and efforts during his tenure on the Board of the Company.

Mr. Satish Chander Narang, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Satish Chander Narang, as a director liable to retire by rotation at the ensuing Annual General Meeting of the Company.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Deepak Narang & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 36th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Your Directors recommend their re-appointment.

Auditors'' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. However the Application for delisting of the equity shares of the Company from the Calcutta Stock Exchange Limited is pending with the Exchange.

The listing fee for the financial year 2014-2015 has been paid to BSE Limited.

Subsidiary Companies

Pursuant to Accounting Standards AS-21 on consolidated Financial Statements read with AS-27 on Financial Reporting issued by the Institute of Chartered Accountants of India and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries and associate companies are enclosed and forms part of this Annual Report.

As per the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, the statement pursuant to the above referred circular has been disclosed in the consolidated balance sheet of the company.

Further the audited financial statements of the subsidiary companies are available for inspection at the Company''s registered office and the registered office of the subsidiary companies. Copies of the annual accounts of the subsidiary companies will also be made available to the shareholders of Max Heights Infrastructure Limited and those of the subsidiary companies upon request.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor''s Certificate, are included in the Annual Report as Annexure - I.

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Max Heights Infrastructure Limited

Sd/- Sd/- Satish Chander Narang Naveen Narang Chairman Managing Director DIN: 00095693 DIN: 00095708 Address: SD-65, Address:SD-65,Tower Tower Apartment, Apartment, Place: New Delhi Pitampura, New Delhi Pitampura,New Delhi Date: 30-05-2014 - 110034 - 110034


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amountin

Particulars Financial Year ended 31.03.2013 31.03.2012

Total Income 17,066,963.00 73,673,927.00

Total Expenditure 9,336,720.22 69,442,849.65

Profit before tax 7,730,242.78 4,231,077.35

Tax Expenses

Less: Current Tax 2,390,750.00 1,186,650.00

Less: Earlier years Tax 11,753.00

Add: Deferred Tax Asset 125,230.00

Profit after tax 5,339,492.78 3,157,904.35

Transfer to Reserve 5,339,492.78 3,157,904.35

Paid-up Share Capital 141,366,750.00 135,741,750.00

Year in Retrospect

During the year under review total income of the Company was Rs. 17,066,963.00/- as against Rs. 73,673,927.00/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 5,339,492.78/- against a profit of Rs. 3,157,904.35/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Postal Ballot

As you are already aware that, the Company has conducted postal ballot during the financial year ended 31st March 2013, the result of which was declared on 8th day of December 2012.

Pursuant to the declaration of result of Postal Ballot:

> The Company had passed Ordinary Resolution u/s 94 of the Companies Act, 1956 and other applicable provisions, if any, for increasing the Authorised Share Capital of the Company from Rs. 13,60,00,000/- to Rs. 14,65,00,000/- by creation of another 10,50,000 Equity Shares ofRs. 10/- each.

> The Company had passed Special Resolution u/s 81(1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirement Regulation) 2009 for preferential allotment of 5,62,500 Equity Shares oR10/- each at a premium oR70/- per share.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2013 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March 2013.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning, however it is the endeavour of the management to conserve the energy by reducing the use of petroleum and use of latest technology.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

During the period Mr. Jatin Narula, Director of the Company resigned from the directorship on 14th August 2013 and Mr. Rakesh Pahwa was appointed as an Additional Director of the Company in the Board meeting held on 14th August 2013.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Naveen Narang and Mr. Mukul Dhamija, retire by rotation and being eligible offer themselves for re- appointment.

Further the Board of Directors have also recommended the appointment of Mr. Manan Narang as the Managing Director of the Company for a further period of 3 years with effect from 1st April 2013.

Your Directors recommend the appointment of Mr. Rakesh Pahwa as Director; re-appointment of Mr. Manan Narang as the Managing Director and re-appointment of Mr. Naveen Narang and Mr. Mukul Dhamija as Director.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Bombay Stock Exchange and Calcutta Stock Exchange. The listing fee for the financial year 2012-2013 is yet to be paid to both the Stock Exchanges.

Subsidiary Companies

As on 31st March, 2013, the Company has no subsidiary companies.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor''s Certificate, are included in the Annual Report as Annexure - I.

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board

For Max Heights Infrastructure Limited

Sd/- Sd/-

Manan Narang Naveen Narang

Date: 24-08-2013 Managing Director Director

Place: New Delhi DIN: 00095714 DIN: 00095708


Mar 31, 2012

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Amount in )

Financial Year ended

Particulars 31.03.2012 31.03.2011

Total Income 7,36,73,927.00 4,44,12,557.72

Total Expenditure 6,94,42,849.65 4,12,95,227.60

Profit before tax 42,31,077.35 31,17,330.12 Tax Expenses

Less: Current Tax 11,86,650.00 9,58,980.00

Less: Earlier years Tax 11,753.00 22,043.00

Add: Deferred Tax Asset 1,25,230.00 3,430.00

Profit after tax 31,57,904.35 2,139,737.12

Transfer to Reserve 31,57,904.35 2,139,737.12

Paid-up Share Capital 1,35,741,750.00 1,35,741,750.00

Year in Retrospect

During the year under review total income of the Company was Rs. 7,36,73,927.00/- as against Rs. 4,44,12,557.72/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 31,57,904.35/- against a profit of Rs. 21,39,737.12/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2012 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March 2012.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association Mr. Satish Chander Narang, Mr. Manan Narang and Mr. Dinesh Kumar, retires by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

Your Board has immense pleasure in informing that the shares of the Company got listed at Bombay Stock Exchange. The equity shares of the Company are now even traded on Bombay Stock Exchange. The equity shares of the Company are also listed at Calcutta Stock Exchange.

The listing fee for the financial year 2011-2012 is paid for both the Stock Exchanges.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor's Certificate, are included in the Annual Report as Annexure - I.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also place on record its appreciation for the devoted services of the employees; support and co-operation ex- tended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Max Heights Infrastructure Limited

Sd/- Sd/-

Manan Narang Satish Chander Narang

Date: 4th September, 2012 Managing Director Director

Place: New Delhi DIN: 00095714 DIN: 00095693

 
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