The Members of
Max Heights Infrastructure Limited.
Your Directors have pleasure in presenting the 38 Director's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended March 31 2019.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
a) FINANCIAL RESULTS
| || || |
(Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||Current year ||Previous Year ||Current Year ||PreviousYear |
|Total Income ||59017503.00 ||31326960.00 ||458600182.37 ||601368847.26 |
|Total Expenses ||50156800.84 ||25800306.66 ||435379119.91 ||580291499.73 |
|Profit (Loss) before tax ||8860702.16 ||5526653.34 ||23221062.46 ||21077347.53 |
|Tax Expenses || || || || |
|Current Tax ||2314220.00 ||1326940.00 ||5991520.00 ||5487820.00 |
|Earlier years tax ||0.00 ||0.00 ||0.00 ||0.00 |
|Deferred Tax ||(10440.00) ||(154500) ||52687.46 ||(198699.00) |
|Profit/(Loss) after Tax ||6556922.16 ||4354213.34 ||17176854.50 ||15788226.53 |
|Net Profit Transferred to Reserves ||0.00 ||0.00 ||0.00 ||0.00 |
|Earnings per share (Rs.) || || || || |
|Basic ||0.42 ||0.28 ||0.83 ||0.72 |
|Diluted ||0.42 ||0.28 ||0.83 ||0.72 |
(b) (i) Highlights of the Company's Performance (Standalone) for the year ended 31March 2019 are as under:
During the year your Company recorded Total Revenue of 59017503.00 (previous year31326960.00). The Company recorded a Net Profit of 6556922.00 during the financialyear ended 31st March 2019 as compared to a Net Profit of 4354213.34 in the previousyear.
(ii) Highlights of the Company's Performance (Consolidated) for the year ended 31 March2019 are as under:
During the year the Company recorded Total Consolidated Revenue of 458600182.37(previous year 601368847.26). The Company recorded a Net Profit of 17176854.50during the financial year ended 31st March 2019 as compared to a Net Profit of15788226.53 in the previous year.
( c) Segment-wise position of business and its operations;
| ||Standalone ||Consolidated |
| || ||Previous || ||Previous |
| ||Year ended 31.03.2019 ||Year Ended 31.03.2018 ||Year ended 31.03.2019 ||Year Ended 31.03.2018 |
|Particulars || || || || |
|1 Segment Revenue (net sale/income from each segment should be disclosed under this head) || || || || |
|(a) Segment - Real Estate ||517.96 ||219.19 ||4211.37 ||5888.92 |
|(b) Segment - Finance ||72.13 ||70.97 ||110.34 ||124.77 |
|(c) Segment - Shares ||- ||- ||- ||- |
|Total ||590.09 ||290.16 ||4321.71 ||6013.69 |
|Less: Inter Segment Revenue ||- ||- ||- ||- |
|Revenue From Operations ||590.09 ||290.16 ||4321.71 ||6013.69 |
|2 Segment Results (Profit)(+)/Loss (-)before tax and interest from each segment) || || || || |
|(a) Segment - Real Estate ||135.35 ||80.63 ||1043.81 ||781.68 |
|(b) Segment - Finance ||72.13 ||70.97 ||110.34 ||124.77 |
|(c) Segment - Shares ||- ||- ||- ||- |
|Total Profit before tax ||207.48 ||151.60 ||1154.15 ||906.45 |
|Less: (i) Finance Cost ||21.69 ||16.80 ||422.06 ||486.52 |
|(ii) Other Un- allocable || || || || |
|Expenditure net off unallocable income ||97.18 ||79.54 ||499.90 ||209.16 |
|Profit Before Tax ||88.61 ||55.26 ||232.19 ||210.77 |
|3 Capital Employed (Segment assets - segment Liabilities) || || || || |
|(a) Segment - Real Estate ||2217.33 ||2099.42 ||3081.17 ||1884.65 |
|(b) Segment - Finance ||622.25 ||674.17 ||954.14 ||1100.30 |
|(c) Segment Shares ||- ||- ||- ||- |
|Total Capital Employed ||2839.58 ||2773.59 ||4035.31 ||2984.95 |
(d) Share Capital
The Authorised Share Capital as at March 31 2019 stood at Rs. 170000000/- (RupeesSeventeen Crore only) divided into 17000000 ( One Crore Seventy Lakh) equity shares of Rs.10/- (Ten) each and the paid up Equity Share Capital as at March 31 2019 stood at Rs.156092250/- (Rupees Fifteen Crore Sixty Lakh Ninety Two Thousand Two Hundred Fiftyonly) divided into 15609225( One Crore Fifty Six Lakh Nine Thousand Two Hundred TwentyFive) equity shares of Rs. 10/- (Ten) each. During the year under review there was nochanges reported.
(e) Transfer to Reserves in Terms of Section 134 (3) (J) of The Companies Act 2013
For the Financial Year ended 31st March 2019 the Company has not proposed to carryany amount to the General Reserve Account.
The Board does not recommend any dividend due to meager profit in the financial year2018-19.
(g) Material Changes and Commitments
There are no material changes from the end of Financial Year till the date of thisreport
2. PUBLIC DEPOSITS
During the year under report your Company did not accept any deposits from the publicin 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 as on the date of this report
I. Appointment and Resignation of Director:
Mr. Jawahar Lal was appointed as an Additional Director (Independent) witheffect from April 16 2018. Thereafter his appointment to act as Director (Independent)was approved by the Members in the 37 Annual General Meeting held on 29 September 2018.
Mr. Jawahar Lal aged about 66 years and also acting as the Director of variouscompanies having real estate business. Further he is having experience of about 11 yearsin real estate business.
Mr. Kartar Chand Ahuja was appointed as an Additional Director (Independent)with effect from 28 March 2019 who will hold office till the conclusion of this AGM.Being eligible for re-appointment the Board of Directors on recommendation of Nominationand Remuneration Committee proposed the appointment of Mr. Kartar Chand Ahuja as anIndependent director in the ensuing AGM for Members approval. Mr. Kartar Chand Ahuja agedabout 75 years is a Commerce graduate and has working experience of more than 10 years incorporates.
Mr. Dinesh Kumar has placed his resignation from the post of IndependentDirector w.e.f. 24 September 2018
Mr. Mukul Dhamija has placed his resignation from the post of IndependentDirector w.e.f. 28 March 2019
The Board consists of following Directors as on date of this report:
Mr. Satish Chander Narang
Mr. Naveen Narang
Mr. Ashok Ahuja
Mr. Jawahar Lal
Ms. Mansi Narang
Mr. Kartar Chand Ahuja
ii. Appointment and Resignation of Company Secretary and Compliance Officer:
Ms. Varsha Aggarwal has placed her resignation from the post of CompanySecretary and Compliance Officer w.e.f 30 June 2018.
Ms. Nidhi Bhaskar was appointed as Company Secretary and Compliance Officerw.e.f. 2 July 2018 and vacated the office w.e.f. 31 August 2018.
Ms. Priyanka was appointed as Company Secretary and Compliance Officer w.e.f 3rdSeptember 2018 and resigned on 4 February 2019.
Ms. Gitika Arora was appointed as Company Secretary and Compliance Officer w.e.f4 February 2019.
(b) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Ms. Mansi Narang (DIN: 07089546) will retire by rotation atthe ensuing Annual General Meeting ('AGM') of the Company and being eligible offersherself for re-appointment. Your Board has recommended her re-appointment.
(c) Code of conduct of Board of Directors and Senior Management
The Company has formulated a Code of Conduct for Directors and Senior ManagementPersonnel. Further the Board of Directors and Senior Management Personnel have fullycomplied with the provisions of the Code of Conduct of Board of Directors and SeniorManagement of the Company during the Financial Year ending 31 March 2019.
(d) Declaration of Independence by the Independent Directors
A declaration from Mr. Jawahar Lal Mr. Kartar Chand Ahuja and Mr. Ashok Kumar Ahujathe Independent Directors of your Company have received confirming that they meets withthe criteria of Independence as prescribed under Section 149(6) of the Act read with Rule5 of the Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").
The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act Framework for Familiarization Programme for theIndependent Directors and the Familiarization Programmes imparted to independent directorsare made available on the website of the Company at web linkhttp://www.maxheights.com/Policies.aspx#
(d) Key Managerial Personnel of the Company
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnelof the Company as on the date of this report are Mr. Naveen Narang Managing Director& CFO and Ms. Gitika Arora Company Secretary.
(e) Attributes qualifications and appointment of Directors
The Nomination and Remuneration Committee has adopted the attributes and qualificationsas provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014 in respect of Independent Directors. TheCommittee has also adopted the same attributes and qualifications to the extentapplicable in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company fulfil the fit and proper criteria forappointment as Directors. Further all Directors of the Company other than IndependentDirectors are liable to retire by rotation. One-third of the Directors who are liable toretire by rotation retire every year and are eligible for re-election.
(f) Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee approvedthe Remuneration Policy for the Directors Key Managerial Personnel and other employees ofthe Company a copy of which is enclosed as Annexure- I to this Report.
(g) Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017 as required in terms of Section 134(3) (p) of the Act. The performanceevaluation of the Board and individual Directors was based on criteria approved by theNomination and Remuneration Committee. The Directors expressed their satisfaction with theoverall evaluation process.
In a separate meeting of independent directors performance of non-independentdirectors the Chairman of the Company and the board as a whole was evaluated taking intoaccount the views of executive directors and non-executive directors.
4. NUMBER OF BOARD MEETINGS
11 (Eleven) Meetings of the Board were held during the year. Details of the same areavailable in the Corporate Governance Report section of the Annual Report.
5. BOARD COMMITTEES
Presently the Company has three Board Committees with the following members:
| ||Mr. Ashok Ahuja Chairman |
|Audit Committee ||Mr. Naveen Narang Member |
| ||Mr. Jawahar Lal Member |
| ||Mr. Jawahar Lal Chairman |
|Nomination and Remuneration Committee ||Mr. Satish Chander Narang Member |
| ||Mr. Ashok Ahuja Member |
| ||Ms. Mansi Narang Chairman |
|Stakeholders Relationship Committee ||Mr. Jawahar Lal Member |
| ||Mr. Ashok Ahuja Member |
*Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee were reconstituted as on 28th March 2019 due to resignation of Mr.Mukul Dhamija. Mr. Jawahar Lal replaced Mr. Mukul Dhamija in each Committee.
Committee Meetings Details of are available in the Corporate Governance Report sectionof the Annual Report.
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act your Board of Directors to the best oftheir knowledge and ability confirm that: -
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
7. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates the audited consolidated financial statements is providedin the Annual Report.
8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
As at March 31 2019 your Company had 4 (Four) Subsidiary Companies i.e. Max HeightsPromoters Private Limited Max Heights Township & Projects Private Limited IconRealcon Private Limited Maxheights Realtors Limited and 1 (One) Associate Company i.e.Max Heights Developers Private Limited. There has been no material change in the nature ofthe business of the subsidiaries. No Company have become or ceased to be its Subsidiariesjoint ventures or associate companies during the year
Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of Financial Statements of the Company's subsidiaries in Form AOC-1 isattached herewith as Annexure-II which forms part of this report.
Further pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiaries are available on thewebsite of the Company.
The policy determining the material subsidiaries as approved is available on thewebsite of the Company at web link 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 therewere no cases filed pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and constituted an Internal Complaints Committeeaccordingly.
None of the employees of your Company is covered under the provisions of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in Annexure-III.
10. LISTING INFORMATION
The Equity Shares of the Company are listed on BSE Limited and Calcutta Stock ExchangeLimited. However the Application for delisting of the equity shares of the Company fromthe Calcutta Stock Exchange Limited is pending with the Exchange.
The payment of listing fees for the year 2018-19 has been made to BSE Limited.
11. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL the ISIN allotted to theCompany 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 Declarationby Managing Director and Auditor's Certificate are included in the Annual Report as AnnexureIV to the Board Report.
13. CORPORATE SOCIAL RESPONSIBILITY(CSR)
During the Financial Year 2018-19 the provisions of Section 135(1) of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 arenot applicable.
14. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The Company's riskmanagement framework is designed to address risks intrinsic to operations financials andcompliances arising out of the overall strategy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its objectives. The responsibility for management of risks vests with theManagers/ officers responsible for the day-to-day conduct of the affairs of the Companywhich lead to identification of areas where risk management processes need to bestrengthened. Annual update is provided to the Board on the effectiveness of the Company'srisk management systems and policies.
15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT
The Company has adequate internal financial controls with respect to the financialstatements commensurate with the size and scale of the operations of the Company. Duringthe year such controls were tested and no reportable material weakness in operation hasbeen observed. Internal audit of the Company has been carried out during the year. TheAudit Committee reviews the internal audit findings provides guidance on internalcontrols and ensures that the internal audit recommendations are implemented.
16. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments under section 186 of the CompaniesAct 2013 have been disclosed in the Financial Statements.
17. RELATED PARTY TRANSACTIONS
During the year under review all the contracts / arrangements/ transactions entered bythe Company during the Financial Year with related parties were in ordinary course ofbusiness / on an arm's length basis.
The details in AOC-2 of transactions entered into by the Company with itsrelated party are provided in Annexure- V to this Report.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the website of the Company at weblink http://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 theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.
19. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 the details forming part of theextract of the Annual Return in Form MGT-9 in Annexure-VI will form part of thisBoard Report.
20. STATUTORY AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s Praveen Om Jain & Co.Chartered Accountants (Firm Registration No. No.019993N) were appointed as statutoryauditors from the conclusion of the 36 Annual General Meeting (AGM) held on September 292017 till the conclusion of the 41 AGM of the Company to be held in the year 2022.
The comments made by the Auditors' in their Report are self explanatory and do not callfor any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
21. COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable on the Company.
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 theFinancial Year 2018-19. The Secretarial Audit Report given by M/s. P B & AssociatesCompany Secretaries in MR- 3 is provided under Annexure- VII to this Report.
The comments made by the Secretarial Auditor are self explanatory and do not requireany further comments. The Secretarial Auditors' Report does not contain any qualificationreservation or adverse remark.
23. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming apart of the Annual Report.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:
Steps taken on conservation of energy and impact thereof: Efforts to conserveelectricity by operating only necessary lights fittings and fixtures were made during thefinancial year 2018-19.
Steps taken by the company for utilizing alternate sources of energy: NIL
Capital investment on energy conservation equipment: NIL.
(I) Efforts in brief made towards technology absorption and benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc : Nil
(II) No technology was/is imported during the last 3 years reckoned from the beginningof the Financial Year)
(III) Expenditure incurred on research and development NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or outflow during the Financial Year.
25. ESTABLISHMENT OF VIGIL MECHANISM
The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) ofthe Companies Act 2013 read with the provisions of the Listing Regulations with the StockExchange(s) and thereby also incorporates Whistle Blower Policy. That as per the saidpolicy 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 isavailable on the website of the Company at web linkhttp://www.maxheights.com/Policies.aspx#.
26. SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards issued by the Institute ofCompany Secretaries of India and approved by the Central Government under Section 118 ofthe Act.
Your directors would like to express their sincere appreciation for the assistance andcorporation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review.
Your directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.
| ||By Order of the Board |
| ||For MAX HEIGHTS INFRASTUCTURE LIMITED |
| ||Sd/- |
| ||Naveen Narang |
|Date : 30/05/2019 ||Managing Director & CFO |
|Place : New Delhi ||DIN. 00095708 |
|Max Heights Infrastructure Limited || |
|Regd. Off.: SD-65 Tower Apartment || |
|Pitampura New Delhi-110034. || |
|CIN: L67120DL1981PLC179487 || |
|E-Mail ID: email@example.com || |