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Directors Report of Maxheights Infrastructure Ltd.

Mar 31, 2016

To,

The Members of

Max Heights Infrastructure Limited

The Directors have pleasure in presenting the 35th Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

a) (Amount in Rs.)

Particulars

Current year

Previous Year

Total Income

5,19,88,578.00

4,62,95,344.00

Total Expenses

4,37,94,317.00

3,98,28,654.00

Profit(Loss) before tax

81,94,261.00

64,66,690.00

Tax Expenses

Current Tax

25,96,360.00

20,94,250.00

Earlier years tax

0.00

(5,257.00]

Deferred Tax

(54,757.00)

(4,01,481.00)

Profit/fLoss) after Tax

56,52,658.00

47,79,178.52

Net Profit Transferred to Reserves

0.00

0.00

Earnings per share (Rs.)

Basic

0.36

0.31

Diluted

0.36

0.31

(b) During the year, your Company recorded Total Revenue of Rs. 5,19,88,578.00 (previous year Rs. 4,62,95,344.00). The Company recorded a Net Profit of Rs. 56,52,658.00 during the financial year ended 31st March, 2016 as compared to a Net Profit of Rs. 47,79,178.52 in the previous year.

(c) The Company made preferential allotment of 14,72,550 Equity Shares of Rs.10/- each on 1st September, 2014, out of which the listing and trading approval of 7,86,850 equity shares was already obtained, whereas the listing approval for remaining 6,85,700 equity shares had been obtained on October 23,2015 and trading approval was obtained on February 15,2016. After the above approvals, the entire paid up share capital of the Company became tradable on BSE Limited.

(d) Transfer To Reserves In Terms Of Section 134 (3) (J) Of The Companies Act, 2013

For the financial year ended 31st March, 2016, the Company is not proposing to carry any the General Reserve Account.

(e) Dividend

The Board in its meeting held on 22nd December, 2015, declared an interim dividend of Rs. 0.05/-(Five Paisa Only) per equity share, already paid during the year, for the financial year ended 31st March 2016. Since the Board does not recommend any further dividend, thus the Board recommends for approval of members the said interim dividend as the final dividend.

All the shareholders/ Members, whose interim dividend has remain unpaid/ unclaimed, may contact the Company Secretary for issuance/ change of Dividend Warrants.

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till the date of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

Mr. Rakesh Pahwa (DIN: 06571871), Independent Director resigned from the Directorship of the Company with effect from 16th August, 2015.

Mr. Ashok Kumar Ahuja (DIN : 07287378) was appointed as the Independent Director on 30th September 2015, in terms of the provisions of section 149, further the Board recommends his appointment in the ensuing AGM.

Further, Mr. Naveen Narang was appointed as a Chief Financial Officer (CFO) of the Company with effect from 14th August, 2015.

During the year under review, Ms. Bernadette Dominic resigned from the position of Company Secretary and Chief Financial Officer (CFO) with effect from 10th April, 2015. Ms. Jaspreet Kaurwas appointed as the Company Secretary from 3rd June, 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Ms. Mansi Narang (DIN: 07089546) will retire by rotation at the ensuing Annual General Meeting (AGM'') of the Company and, being eligible, offers herself for reappointment. Your Board has recommended her re-appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company http://www.maxheights.c0m/P0licies.aspx# and http: //maxheights.com/Policies.aspx# respectively.

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134(3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2016,8 (Eight) meetings of the Board were held. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee

Mr. Dinesh Kumar, Chairman

Mr. Naveen Narang, Member

Mr. Mukul Dhamija, Member

Mr. Ashok Kumar Ahuja, Member

Nomination and Remuneration Committee

Mr. Mukul Dhamija, Chairman

Mr. Satish Chander Narang, Member

Mr. Dinesh Kumar, Member

Mr. Ashok Kumar Ahuja, Member

Stakeholders Relationship Committee

Mr. Satish Chander Narang, Chairman

Mr. Dinesh Kumar, Member

Mr. Mukul Dhamija, Member

Mr. Ashok Kumar Ahuja, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm having: -

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

ii) selected such accounting policies and applied them consistently and made judgements 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;

iii) 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 your Company and for preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

vi] having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March 31, 2016, your Company had 4 (Four) Subsidiary Companies i.e., Max Heights Promoters Private Limited, Max Heights Township & Projects Private Limited, Icon Realcon Private Limited, Max Heights Finance Limited (Max Heights Finance Limited became a subsidiary from 27th March, 2016) and 1 (One) Associate Company i.e., Max Heights Developers Private Limited.

The Board of directors of the Company has by resolution passed in its meeting held on 21st May, 2016 given consent for not attaching the Balance Sheets of the subsidiaries concerned.

A report on performance and financial position of each of the subsidiaries, associates and the joint venture Companies as per the Companies Act, 2013 is provided in Annexure: A to the consolidated financial statements hence not reproduced here for the sake of brevity. Please refer (AOC-1) annexed to the Consolidated Financial Statements Section in the Annual Report.

The Annual Accounts of the subsidiary companies and the related detailed information shall be made available on request to the shareholders of the Company and shall also be available at the registered office of the Company for inspection.

The policy determining the material subsidiaries as approved is available on the website of the Company at weblink http://www.maxheights.eom/Polides.aspx#

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. 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 payment of Listing fees for year 2016-17 has been made to Bombay Stock Exchange Limited.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010.

12. CORPORATE GOVERNANCE

To comply with the conditions of Corporate Governance, pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance, Declaration by Managing Director and Auditor''s Certificate, are included in the Annual Report as Annexure - II to the Board Report.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of the Annual Report.

14. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the investments made during the year ended 31stMarch, 2016 are given in Note No. 11 & 12 of the Notes to Accounts of Standalone Financial Statements.

17. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2016, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm''s length basis.

The details in AOC-2 of transactions entered into by the Company with its related party are provided in Annexure: III to this Report.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company atweblinkhttp://www.maxheights.com/Policies.aspx#

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

19. EXTRACT OFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: IV to this Report.

20. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Deepak Narang & Associates, Chartered Accountants, were appointed at the 33rd AGM to hold such office till the conclusion of the 36th AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Deepak Narang & Associates, Chartered Accountants from the conclusion of the ensuing AGM till the conclusion of the next AGM to be held on 2017. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s Deepak Narang & Associates, Chartered Accountants, for the financial year 2016-17.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2015-16.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: Nil

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information maybe furnished:

A) Details of technology imported - NIL

B) Year of import-NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL There were no foreign exchange earnings or outflow during the year.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s P B & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2015-16. The Secretarial Audit Report given by M/s P B & Associates, Company Secretaries, in MR- 3 is provided under Annexure: V to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require any further comments.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.maxheights.eom/Policies.aspx#

24. OTHER INFORMATION

Particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, (“the Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:-

1. Details of Remuneration of Directors, Key Managerial Personnel and median Remuneration

Name

Ratio of remuneration of director to median remuneration of employees

% increase in remuneration in the financial year

Directors

Mr. Naveen Narang

3.26

7.14%

Key Managerial Personnel

Not Applicable

% increase in median remuneration

Not Applicable

2. Number of permanent employees on the rolls of the Company as on 31st March 2016:8

3. Comparison between average increase in remuneration and Company performance

S.No.

Particulars

% increase in 2015-2016

1.

Total Income

12.3

2.

Profit after tax

18.28

3.

Remuneration of employees

(7.02)

4. Comparison of the remuneration of the key managerial personnel against the performance of the Company

The remuneration of the key managerial personnel is keeping in the view of the performance of the Company as aforesaid and trend of remuneration in industry.

5. Variations in market capitalization, price earning ration and market quotation

S.No.

Particulars

Details

1.

Percentage variation in market capitalization as at 31st March 2016 as compared to as at 31st March 2015

4.23

2.

Percentage variation in price earning ratio as at 31st March 2016 as compared to as at 31st March 2015

(10.25)

3.

Market Price as at 31st March 2016 (in Rs.)

57.25

4.

Issue price in last public issue (in Rs.)

70

5.

Percentage increase of (3) over (4)

(18.21)

6. Comparison of percentage increase in salary of employees with that of Managing Director

S.No.

Particulars

Details

1.

Percentage increase in remuneration of employees

10

2.

Percentage increase in remuneration of Managing Director

7.14

The increase in remuneration of Managing Director is keeping in view his duties and responsibilities, the performance of the Company and trend of remuneration in industry.

7. Key parameters for any variable component of remuneration availed by the directors

Non-executive directors are not entitled to any variable remuneration. Performance pay/bonus of Managing Director is based on the overall performance of the Company and his contribution to the same.

8. Ratio of the Remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not Applicable

9. The remuneration paid as above was as per the remuneration policy of the Company.

25. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For & on behalf of Board of Directors

For Max Heights Infrastructure Limited

Satish Chander Narang Naveen Narang

Chairman Managing Director & CFO

DIN:00095693 DIN:07089546

Date: 21st May, 2016

Place: New Delhi

Max Heights Infrastructure Limited

Regd. Off.: SD-65, Tower Apartment,

Pitampura, New Delhi-110034

CIN: L67120DL1981PLC179487

E-Mail ID: info@maxheights.com


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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