DIRECTOR'S REPORT TO, THE MEMBERSOF MAX HEIGHTS INFRASTRUCTURE LIMITED Your Directors have pleasure in presenting the 34th 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, 2015. (b) During the year, your Company recorded Total Revenue of Rs.4,62,95,344.00/- (previous year Rs. 3,55,27,204.87/-). The Company recorded a Net Profit of Rs. 47,79,178.52/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs. 39,74,780.47/- in the previous year. (c) During the year, the Company raised further capital by issuing 14,72,550 Equity shares of Rs. 10/- each for cash at a premium ofRs. 60/- per share, aggregating to Rs. 10,30,78,500/- on preferential allotment basis. However, out of the equity shares issued as mentioned above the Listing Approval for 3,85,700 equity shares and 3,00,000 equity shares, allotted respectively to M/s Ranjitgarh Finance Company Private Limited and M/s Nau Nidh Finance Limited is still pending. As required by BSE, a ratification resolution is proposed to be passed at ensuing AGM giving the details of the natural persons who are the ultimate beneficial owner(s)/ person(s) in control of M/s Ranjitgarh Finance Company Private Limited and M/s Nau Nidh Finance Limited (unlisted body corporate), being the allottees of preferential allotment. After the above issue, the total paid up share capital of the Company stands at Rs. 15,60,92,250/-. The proceeds are being utilized for its present business operations. (d) Transfer To Reserves In Terms Of Section 134 (3) (J) Of The Companies Act, 2013 For the financial year ended 31st March, 2015, the Company is not proposing to carry any amount to the General Reserve Account. (e) Dividend The Board in its meeting held on 12th September 2014, declared an interim dividend of 2% (Two percent) per equity share, already paid during the year, for the financial year ended 31st March 2015. Since the Board does not recommend any further dividend, thus the Board recommends for approval of members the said interim dividend asthefinaldividend. 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 publican term sof the provisions of Chapter VoftheCompaniesAct,2013. 3. DIRECTORSANDKEY MANAGERIAL PERSONNEL (a) Changes in Directors and Key Managerial Personnel during the year During the year Ms. Mansi Narang (DIN : 07089546) was appointed as the Additional Director on the Board of the Company on 11th February 2015, further the Board recommends her appointment as Director in the ensuing AGM. Ms. Bernadette Dominic, Company Secretary was elevated as the Chief Financial Officer of the Company with effect from 21st March, 2015. Further consequent to the resignation of Ms. Bernadette Dominic (ACS 31629) from the post of Company Secretary &CFO of the Company w.e.f. 10th April 2015, Ms. Jaspreet Kaur (ACS 38684) was appointed as the Company Secretary of the Company on 3rd June 2015. Further the Board, on recommendation of Nomination & Remuneration Committee, in its Meeting held on 14th August 2015,appointed Mr. Naveen Narang Managing Director of the Company as the CFO. (b) Retirement by rotation In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Naveen Narang (DIN: 00095708) will retire by rotation at the ensuing Annual General Meeting ('AGM') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his 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 is made available on the website of the Company <http://www.maxheights.com/Policies.aspx> (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. NUMBEROFBOARDMEETINGS During the year ended 31st March, 2015, 10 (Ten) meetings of the Board were held. Details of the same are available in the Corporate Governance Report section of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Act, your Directors confirm having: - le Accounting Standards with properexplanation relatingto 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, 2015, your Company had 3 (Three) Subsidiary Companies i.e., Max Heights Promoters Private Limited, Max Heights Township & Projects Private Limited, Icon Realcon Private Limited 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 14th August 2015 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 as 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.com/Policies.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. LISTINGINFORMATION 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 Limite dispending with the Exchange. ThepaymentofListingfeesforyear2015-16hasbeen made to Bombay Stock Exchange. 11. DEMATERIALIZATIONOFSHARES The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010. 12. CORPORATEGOVERNANCE To comply with the conditions of Corporate Governance, pursuant to Clause49 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-II to the Board Report. 13. 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. 14. RISKMANAGEMENT The Board has approved the Risk Management Policy of the Company. The Company's risk management frame work is designed to address risk intrinsic too perations, 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 FINANCIALCONTROLS&INTERNALAUDIT 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. PARTICULARSOF LOANS, GUARANTEES AND INVESTMENTS The details of the investments made during the year ended 31stMarch, 2015 are given in Note No. 11 & 14 of the Notes to Accounts of Standalone Financial Statements. 17. RELATED PARTYTRANSACTIONS During the year ended 31st March, 2015, 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 material 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 party transactions as approved by the Board is available on the website of the Company at weblink <http://www.maxheights.com/Policies.aspx> 18. SIGNIFICANTANDMATERIALORDERSPASSEDBYTHEREGULATORS/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. EXTRACTOFANNUALRETURN The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: IV to this Report. 20. AUDITORSANDAUDITREPORT 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 34th AGM. 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 2015-16. 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 EARNINGSANDOUTGO 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 2014-15. Steps taken by the company for utilizing alternate sources of energy: NIL Capital investmenton 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 may be 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. SECRETARIALAUDITOR & SECRETARIALAUDIT REPORT In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s PB & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Audit Report given by M/s PB& 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. ESTABLISHMENTOFVIGILMACHANISM 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.com/Policies.aspx> 24. 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 and on Behalf of the Board For Max Heights Infrastructure Limited Sd/- Satish Chander Narang Chairman DIN:00095693 Regd. Off.: SD-65, Tower Apartment, Pitampura,New Delhi-110034 Date:14thAugust,2015 Place:New Delhi |