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Annual Report 2012-2013

CORPORATE INFORMATION

Non- Executive Chairman : Mr. Satish Chander Narang

Managing Director : Mr. Manan Narang

Non-Executive Directors : Mr. Naveen Narang

: Mr. Mukul Dhamija

: Mr. Dinesh Kumar

: Mr. Jatin Narula (Resigned on 14-08-2013)

: Mr. Rakesh Pahwa (Appointed on 14-08-2013)

Company Secretary : Mr. Nitin Gupta (Resigned on 01-07-2013)

: Ms. Bernadette Dominic (Appointed on 01-07-2013)

: M/s Deepak Narang & Associates

Chartered Accountants

New Delhi

Registered Office

SD-65, Tower Apartments, Pitampura, New Delhi – 110034

Ph. No. 011-2731 4646, 2731 2522, 2731 8772 Fax: 011-27315115

Website: www.maxheights.com

Email Id: [email protected]

Details of RTA

Skyline Financial Services Private Limited

D-153/A, 1st Floor, Okhla Industrial Area,

Phase – I, New Delhi - 110020

Ph. No. 011-30857575, 26812682-83 Fax: 011-30857562

Email Id: [email protected]

The Equity Shares of the Company are listed at Bombay Stock Exchange & Calcutta Stock Exchange.

Auditor


CONTENTS

Page No.

1. Notice of Annual General Meeting 1

2. Director's Report 5

3. Management Discussion and Analysis 8

4. Corporate Governance Report 12

5. Auditor's Report 22

6. Balance Sheet 25

7. Statement of Profit & Loss 26

8. Cash Flow Statement 27

9. Notes to Financial Statements 28

10. Significant Accounting Policies and Notes on Accounts 43

11. Attendance Slip and Proxy Form 48


NOTICE

Notice is hereby given that the 32nd Annual General Meeting of the Members of M/s Max Heights Infrastructure Limited will be held on Saturday, the 21st day of September, 2013 at 9.00 A.M. at Narsingh Sewa Sadan, KP Block Community Centre, Pitampura, New Delhi-110034 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2013 and Profit and Loss Account for the year ended on that date together with the Reports of the Auditors' and Directors' thereon.

2. To appoint a Director in place of Mr. Naveen Narang, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Mukul Dhamija, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to authorise the Board to fix their remuneration.

Special Business:

5. To Consider and if thought fit, to pass with or without modification(s), the following resolutions as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 269 read with Schedule XIII of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof) for the time being in force, and the Articles of the Association of the Company, and other applicable provisions, if any, subject to the consent of the members, Mr. Manan Narang be and is hereby re-appointed as the Managing Director of the Company for a term of three years w.e.f 1st April 2013 at a remuneration payable in the scale of ` 60,000- 10,000- 90,000 (inclusive of all the perquisites).

In addition to this he shall also be entitled to the following:

i. contribution to the provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961;

ii. gratuity payable at a rate not exceeding half a month's salary for each completed year of service;

iii. encashment of leave at the end of the tenure;

iv. the usage of the car including the salary for driver, utilized for official purpose ;

v. telephone expenses (the mobile phone & the telephone at residence) used for the official purpose.

RESOLVED FURTHER THAT the Managing Director shall not be entitled to sitting fees for attending meetings of the Board of Directors or any committee(s).

RESOLVED FURTHER THAT in event of inadequacy/ loss in any year Mr. Manan Narang shall be entitled to the remuneration payable as per the provisions contained in Part II of Schedule XIII of the Companies Act, 1956 or any enactments/ amendments thereto.

RESOLVED FURTHER THAT Mr. Satish Chander Narang and Mr. Naveen Narang, Directors of the Company be and are hereby jointly and/or severally authorised to sign and submit the necessary forms with the Registrar of Companies, NCT of Delhi & Haryana and to do all such deeds, things that may be deemed necessary in this regard.”

6. To Consider and if thought fit, to pass with or without modification(s), the following resolutions as an Ordinary Resolution:

“RESOLVED THAT Mr. Rakesh Pahwa who was appointed as an Additional Director of the Company by the Board of Directors and who ceases to hold office under Section 260 of the Companies Act, 1956 and in respect


of whom the Company has received notice in writing under Section 257 of the Act proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company who will be liable to retire by rotation as a Director.”

By the order of the Board For Max Heights Infrastructure Limited

Sd/-Naveen Narang

Date: 24-08-2013 DirectorPlace: New Delhi DIN: 00095708

Notes:

A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

B. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.

C. Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its registered office at least seven days prior to the date of AGM to enable the management to compile the relevant information to reply the same in the meeting.

D. Members are requested to notify any change in their address/ mandate/ bank details immediately to the Company at its Registered Office.

E. Members having multiple accounts in identical names or joint accounts in the same order are requested to intimate the Company, the ledger folio of such accounts to enable the Company to consolidate all such shareholdings into one account.

F. Documents referred to in the Notice etc., are open for inspection at the registered office of the Company at all working days except Saturdays between 11 A.M. and 2 P.M. up to the date of Annual General Meeting.

G. The Register of Beneficial Owners, Register of Members and the Share Transfer Books of the Company shall remain closed on Friday, 20th September 2013 and Saturday, 21st September 2013 (both days inclusive).

H. As a part of green initiatives of the Ministry of Corporate Affairs (MCA). The MCA has issued two circulars nos.17/2011and 18/2011 dated April 21, 2011 and dated April 29, 2011 respectively. The Company is allowed to send official communication and documents to its members through e-mail. Accordingly, in cases where the shareholders have registered their e-mail id with the Company/depository participant/Company's Registrar & Transfer Agent (RTA), the Company has decided to send notice of general meetings and annual reports through e-mail. Members are requested to update their preferred email ids with the Company/depository participants/Company's registrar and transfer agent which will be used for the purpose of sending the official documents through e-mail in future.

Members whose email id is not registered with the Company will be sent a copy of this notice along with the Annual Report at their registered address. Members whose mail ids are registered with the Company and who wish to receive printed copies of the Annual Reports may send their request to the Company at its registered office address.

I. The explanatory statement for item no. 5 & 6 is annexed herewith.


Explanatory Statement pursuant to the provisions of section 173(2) of the Companies Act, 1956

Item No. 5:

Mr. Manan Narang has been occupying the position of the Managing Director of the Company w.e.f. 1st September 2010. Under his stewardship the Max Heights is touching the sky heights in the real estate industry. He is mentoring the various new projects in the Company. Thus Board of Directors has recommended to re-appoint him as the Managing Director of the Company for a further period of three years effective from 1st April 2013. Further, the Board has decided to remunerate him for his tireless efforts for the growth of the Company and increase his monthly remuneration in the scale of ̀ 60,000 - 10,000 - 90,000.

Since this matter required approval of the Shareholders in the general meeting, therefore the same has been proposed as a special resolution. The Board recommends the passing of resolution as special resolution, with or without modification.

Mr. Satish Chander Narang & Mr. Naveen Narang, being relative of Mr. Manan Narang are concerned or interested in this resolution.

The above to be treated as the abstract as required to be sent to the members u/s 302 of the Companies Act, 1956.

Item No. 6:

Mr. Rakesh Pahwa was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 14th August 2013. According to the provisions of Section 260 of the Companies Act, 1956 he holds that office upto the date of this meeting. As required under Section 257 of the Companies Act, 1956 a notice has been received from a member signifying his intention to propose his appointment as a Director, along with a deposit of ̀ 500/-.

None of the directors are interested in the proposed resolution.


Sd/-Naveen Narang

Date:24-08-2013 DirectorPlace: New Delhi DIN: 00095708

Information of Directors to be appointed and the Directors seeking re-appointment at the forthcoming Annual General Meeting (pursuant to Clause 49 of the Listing Agreement) as on the date of Notice.

Name of the Director Manan Narang Naveen Narang Mukul Dhamija Rakesh Pahwa

Date of Birth 24/10/1983 30/08/1976 31/08/1977 28/11/1964

Qualifications 1.Graduation from Graduate from Graduate from Under GraduateDelhi University Delhi University Delhi University

2. MBA in Finance from Cardiff University Wales, U.K.

Experience and 8 years of 15 years of 12 years of 20 years ofexpertise in specific experience in experience in experience in experience infunctional area Financial and finance, real estate building,

Business township & advisory Construction &


Management. building services. property construction consultant services. services.

Shareholding in 1,117,457 equity 4,687,150 equity Nil NilMax Heights shares sharesInfrastructure Limited

Directorships held in Max Vision Pitam Pura Nil Nilother public limited Securities Limited Leasing And companies in India Housing Finance

Limited - Whole Time DirectorMax Vision Securities Limited - Director

Membership/ Max Heights Max Heights Max Heights NilChairmanship of Infrastructure Infrastructure Infrastructurecommittees in public Limited - Audit Limited Limited limited companies in Committee - Remuneration - Audit India (Chairman) Committee Committee

(Chairman) (Member)

Max Heights Infrastructure Limited - Shareholders/ Investor's Grievance Committee (Member)

Max Heights Infrastructure Limited - Remuneration Committee (Member)


Sd/- Sd/-Manan Narang Naveen Narang

Date: 24-08-2013 Managing Director DirectorPlace: New Delhi DIN: 00095714 DIN: 00095708


DIRECTORS' REPORT

Dear Members

Your 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 (Amount in `)

Particulars Financial Year ended31.03.2013 31.03.2012

Total Income 17,066,963.00 73,673,927.00Total Expenditure 9,336,720.22 69,442,849.65Profit before tax 7,730,242.78 4,231,077.35Tax Expenses Less: Current Tax 2,390,750.00 1,186,650.00Less: Earlier years Tax - 11,753.00Add: Deferred Tax Asset - 125,230.00Profit after tax 5,339,492.78 3,157,904.35Transfer to Reserve 5,339,492.78 3,157,904.35Paid-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 ` 17,066,963.00/- as against ` 73,673,927.00/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of ̀ 5,339,492.78/- against a profit of ̀ 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:

ØThe 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 ̀ 13,60,00,000/- to ̀ 14,65,00,000/- by creation of another 10,50,000 Equity Shares of ̀ 10/- each.

ØThe 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 of ̀ 10/- each at a premium of ̀ 70/- 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.





MANAGEMENT DISCUSSION AND ANALYSIS

Max Heights Infrastructure Limited (also referred to as 'Max' or 'the Company') a growing real estate company is under the management control of the promoters having a rich experience in real estate sector and the promoters had proudly completed and delivered a number of projects in recent past. Various internal and external factors had resulted in the challenging and complex operating environment for the Company.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

I. OVERVIEW OF THE ECONOMYThe Indian economy is estimated to have registered a growth rate of 5.0 per cent in 2012-13 in terms of gross domestic product at factor cost at constant 2004-05 prices, following a growth of 6.2 per cent in 2011-12.

The per capita income at current price during 2012-13 is estimated to be ` 68,747 as compared to 61,564 during 2011-12. India’s per capita income, a gauge for measuring living standard, is estimated to have gone up by 11.7 per cent to ̀ 5729 per month in 2012-13.

India was among the top 20 real estate investment markets globally with investment volume of ` 190 billion (US$ 3.46 billion) recorded in 2012, according to Cushman & Wakefield's report 'International Investment Atlas'.

II. INDUSTRY STRUCTURE AND DEVELOPMENTS

The present day challenges of the real estate sector are increasingly complex and diverse. The industry is facing the headwinds of recent regulatory changes, inflation, declining demand, scarcity of skilled manpower, high cost of finance, stagnating selling prices and increasing land cost. Also, maintaining credibility while meeting customer expectations in terms of quality and timely delivery is another major challenge plaguing the sector.

III. OPPORTUNITIES AND THREATS

The Indian real estate and construction industry is an integral part of the economy and plays an important role in the development of the country's infrastructure base and is one of the largest generators of economic activity. The construction sector has strong linkages with various industries such as cement, steel, chemicals, paints, tiles, fixtures and fittings, etc. The real estate sector is an important component of the construction industry and serves as a propeller for private sector involvement in growth of the country's built environment.

Real estate business has boomed in India over the past few decades. Despite the recession and credit crunch periods, no severe effects have been seen in this sector of business. The real estate trade has always been all time profitable one in the nation. India being one of the densely populated nations in the world and a rapidly developing country with various foreign industries and investments coming at regular intervals, the business for real estate has become extremely successful.

The real estate sector has come down to 6.5% in the financial year 2012-2013 from a thriving 7.8% in the year 2009-2010. As per the economy survey, the housing sector in India contributes nearly 5% to the overall GDP of the nation. Housing sector business ranks 4th, in regard to the multiplier effect of the country's financial system. Apart from generating a huge level of employment, this sector also acts as a stimulant for more than 250 subsidiary industries like building materials, cement, consumer durables,

`


brick, paint, steel, and so on.

The Indian real estate industry has attracted a cumulative FDI worth US$ 21,765.55 million from April 2000 to November 2012. FDI flows into the construction sector for the period April-October 2012-13 stood at US$ 691 million, according to the Department of Industrial Policy and Promotion (DIPP). India needs to invest US$ 1.2 trillion over next 20 years to modernise urban infrastructure and keep pace with the growing urbanisation. The year 2012 has seen maximum number of steps taken by the Government to boost the real estate sector in India. As a result, developers believe that the coming years would be positive for the real estate sector.

RESIDENTIAL REAL ESTATE

Residential property prices have breached affordability limits in cities like Mumbai. Nevertheless, developers will have to factor in the ground realities of the business while debating the lowering of prices to catalyse sales in 2013. Obtaining the 57-odd permissions to begin construction of a project can take as much as two years. During this time, the cost of acquisition or even just holding the land for a project rises. Builders are already beset with the increased costs of license costs and cost of construction.

Although most of the cities of India will see an increase in residential launches in 2013, the southern cities of Bangalore and Chennai will witness a decline in launches as compared to 2012YTD. It is important to note that these two cities recorded a historical high in terms of the number of launches during 2012.

To illustrate - Pune has recorded an average of close to 6000 units per quarter over the past three years (20102012YTD). This is more than twice the average quarterly launches recorded during the period 2007-2009. As a market that has grown too fast in such a short time, launches in Pune will be moderate in the near term.

COMMERCIAL REAL ESTATE

The fact that the major cities of Mumbai, NCR-Delhi, Bangalore and Chennai saw 72.5% of the total commercial space absorption in 2012 is a telling one, and indicates the forward path. These cities will grab the lion's share of contribution in total commercial space absorption in 2013, certainly within the range of 74-76%

In terms of commercial real estate investment potential, Mumbai, Bangalore and Delhi NCR will continue to be of highest interest to big ticket investors focused on real estate in 2013. We also expect investor-driven demand to remain upbeat in Chennai, Hyderabad and Pune. Mumbai will see the highest share of commercial corporate property transactions from companies focused on their own occupancy needs. The Delhi NCR region, will be more popular with high net-worth and institutional investors.

We expect 2013 to bring a larger-than-usual number of NRI investors into the commercial space arena. This is because NRIs are currently enthused by the prevailing exchange rate benefits and the fact that commercial real estate capital values are still 15-25% under their 2007-08 peak levels.

RETAIL REAL ESTATE

The much-debated policy on FDI into the multi-brand retail sector was finally implemented in September 2012. The policy now permits FDI of up to 51.0% into this sector, which is likely to boost the retail real estate market with the entry of international products, practices and technologies into India. Back-end retail infrastructure such as logistics and warehousing (both of which are critical growth catalysts for the retail sector) will receive a significant boost from this policy, as 50% of the total FDI into the retail sector is directed at these segments.

In 2013, new organized retail project completions will increase significantly (by 109% y-o-y). Chennai, Hyderabad, Kolkata and Pune will be among the major contributors to this increase, with a 53% share of the country's overall mall supply for 2013. The primary reason is that a sizable amount of supply that was expected to reach completion in 2012 has been being pushed to 2013. Altogether, India`s major cities like Mumbai, NCR-Delhi, Bangalore, Chennai, Pune, Hyderabad and Kolkata will see the addition of close to


9.5 million square feet of mall space in 2013. Mumbai, NCR-Delhi, Bangalore and Chennai will together contribute 70% of the total retail space absorption. Other cities like Pune, Hyderabad and Kolkata will account for the remaining 30%.

Some of the major challenges that the real estate industry in the country is facing today are as follows:

Deficiency of proper industry status, Absence of Title insurance, Lack of land titles that are clear, Not having enough financial sources, Scarcity of laborer, Increasing cost of material and manpower, Difficulties in getting approval for different procedures involved.

IV. OUTLOOKThe management looks forward to take up various land development projects and construction projects relating the development of residential projects (townships, villas, penthouses, studio apartments etc.) and development of commercial complexes etc.

V. RISKS & CONCERNSThe Company is exposed to different types of risks such as credit risk, market risk (including liquidity risk, interest rate risk), operational risk and legal risk. The Company monitors credit and market risks, as well as portfolio and operational risk through the oversight of senior management personnel in each of its business segments. Legal risk is subject to the review of the Company's legal department and external advisers. The Company is exposed to specific risks in connection with the management of investments and the environment within which it operates. The Company aims to understand, measure and monitor the various risks to which it is exposed and to ensure that it adheres, as far as reasonably and practically possible, to the policies and procedures established by it to mitigate these risks.

VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYMax Height's has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and to ensure that all transactions are authorised, recorded and reported correctly and adequately.

The Company's internal controls are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of the Company.

VII. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE & SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE.

Operations & Financial Review

The company had been engaged in sales & purchase of land pockets during the year ended 31st March 2013 and the management is exploring the possibilities of entering into construction business.

The summarized profit and loss statement for Max Height's is as detailed below:

For the Financial Year EndedParticulars 31.03.2013 31.03.2012Income Sales (Real Estate) 1,800,000.00 72,410,000.00Interest Income 4,509,382.00 1,184,719.00Commission Income 10,757,431.00 71,821.00Other Income 0.00 0.00Dividend Income 150.00 7,387.00Increase in Stock (Shares) 0.00 0.00Profit on Sale of Assets 0.00 0.00Profit on Sale of Shares (Future Trading) 0.00 0.00Total 17,066,963.00 73,673,927.00


Expenditure (Increase)/Decrease in work in progress 0.00 0.00(Increase)/ Decrease in Stock (15,641,100.00) 8,551,329.50Contract Expenses 0.00 0.00Cost of Merchant sales 0.00 0.00Depreciation 1,188,650.00 551,498.00Interest & Financial Charges 2,008,915.88 1,417,313.15Salaries & Other Benefits 2,741,062.00 2,506,038.00Other Expenses 19,039,192.34 56,416,671.00Total 9,336,720.22 69,442,849.65Net Profit Before Tax and Extra-ordinary Items 7,730,242.78 4,231,077.35Less: Current Tax 2,390,750.00 1,186,650.00Add: Deferred tax - 125,230.00Less: Earlier Years Tax - 11,753.00Profit/Loss after Tax but before Extraordinary Items 5,339,492.78 3,157,904.35Extra-ordinary Income/ (Expenditure) 0.00 0.00Profit/Loss after Extra-ordinary Items 5,339,492.78 3,157,904.35Profit available for appropriation 5,339,492.78 3,157,904.35Add /(Less): Taxation relating to earlier years 0.00 0.00Add : Transfer from Subsidiary on Merger 0.00 0.00Less: Proposed Dividend 0.00 0.00Less: Tax thereon 0.00 0.00Less: Transfer to General Reserve 0.00 0.00Add: Balance brought forward from last year 0.00 0.00Profit Transferred to B/S 5,339,492.78 3,157,904.35

The salient features of the performance are:• Profits Before Taxes has increased considerably i.e. ` 7,730,242.78/- in 2012-13 against `

4,231,077.35/- in 2011-12• Operating expenditure of the company decreased by 86.55% in 2012-13• The Earning Per Share (EPS) for 2012-13 was ̀ 0.38 against ̀ 0.23 in 2011-12

VIII. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.Human resource continues to be the backbone of Max Max Height's business. The Company lays strong emphasis on attracting and retaining the best talent. Personal developmental initiatives including training, both technical and managerial, are regularly conducted to enhance human potential.

Cautionary StatementStatements in this Management Discussion and Analysis describing the company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the company's operations include a downtrend in the real estate sector, significant changes in political and economic environment in India or key financial markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other costs.





ANNEXURE – I

MAX HEIGHTS INFRASTRUCTURE LIMITEDReport on Corporate Governance

1. Company's Philosophy on Code of Governance:It has been a constant endeavour on the part of the Company to achieve excellence in Corporate Governance by following the principles of transparency, accountability and integrity in functioning so as to constantly enhance value for all stakeholders and fulfill the social obligations entrusted upon the corporate sector.

The Company has also complied with the requirements of Corporate Governance Code, the disclosure requirements of which are given below:

2. The Board of Directors:

i. The Chairman of the Company is a promoter non-executive director and the one half of the directors on the Board are the independent directors.

ii. The Board of Directors of the Company is comprised of Six Directors, who are detailed as follows:

S. No. Name of Director Category Executive/ Non RemunerationExecutive paid during the

FY 2012-131 Mr. Satish Chander Narang Promoter Non Executive Nil2 Mr. Naveen Narang Promoter Non Executive Nil3 Mr. Manan Narang Promoter Executive 600,0004 Mr. Jatin Narula Independent Non Executive Nil5 Mr. Mukul Dhamija Independent Non Executive Nil6 Mr. Dinesh Kumar Independent Non Executive Nil

iii. The details of committee memberships and chairmanship of various committees held by the directors is as follows:

S. No. Name of Director Committee CommitteeMembership Chairmanship

1 Mr. Satish Chander Narang 1 12 Mr. Naveen Narang 1 13 Mr. Manan Narang 1 14 Mr. Jatin Narula 3 05 Mr. Mukul Dhamija 3 06 Mr. Dinesh Kumar 3 0

iv. The details of the Board Meeting/s held during the year and attendance thereat are as follows:

S. No. Date of Board Meeting Total No. of No. of DirectorsDirectors attended the Meetings

1 15th May 2012 6 62 14th August 2012 6 63 4th September 2012 6 64 26th October 2012 6 65 22nd December 2012 6 66 2nd February 2013 6 6

1. Resigned from directorship on 14th August 2013


v. The Board Meetings were held with a gap not exceeding four months between two meetings.

vi. The details of the Board Meetings attended by each of Director are as follows:

S. No. Name of Director No. of Board Total No. of Meetings held Meetings attended

2 Mr. Naveen Narang 6 63 Mr. Manan Narang 6 64 Mr. Jatin Narula 6 65 Mr. Mukul Dhamija 6 66 Mr. Dinesh Kumar 6 6

vii. The last Annual General Meeting held on 29th September 2012 was attended by Mr. Naveen Narang, Mr. Manan Narang and Mr. Dinesh Kumar.

viii. Code of Conduct

The Code of Conduct for all Directors and senior management personnel, laid down by the Board, is available on the Company's website (www.maxheights.com).The Code of Conduct is applicable to all Board Members and senior management executives. The Code is circulated annually among all Board members and senior management; the compliance is affirmed by them annually. A declaration signed by the Managing Director and a Director regarding affirmation of the compliance with the Code of Conduct by the Board members and senior management. The same is provided as Annexure IA to this report.

\

3. Audit Committee:

I. The term of reference of Audit Committee are stipulated by the Board of Directors, in accordance with the clause 49 IID of the Listing Agreement.

ii. The Composition of audit committee and the details of the meeting attended by the Directors are given below:

Name of Member Category No. of Meetings No. of Meeting held during attended during2012-2013 2012-2013

Mr. Manan Narang Promoter Executive Director- Chairman 5 5

Mr. Jatin Narula Independent Non Executive Director - Member 5 5

Mr. Mukul Dhamija Independent Non Executive Director - Member 5 5

Mr. Dinesh Kumar Independent Non Executive Director - Member 5 5

1 Mr. Satish Chander Narang 6 6


iii. The details of the Audit Committee Meetings held during the year and attendance thereat are as follows:

S. No. Date of Audit Committee Total No. of No. of Directors Meeting Directors attended the Meetings

1. 15th May 2012 4 42. 14th August 2012 4 43. 4th September 2012 4 44. 26th October 2012 4 45. 2nd February 2013 4 4

4. Remuneration Committee:

I. The term of reference of the Remuneration Committee are stipulated by the Board of Directors, in accordance with the Listing Agreement.

ii. The Composition of remuneration committee and the details of meeting attended by the Directors are given below:

Name of Member Category No. of Meetings held during 2012-2013

Mr. Naveen Narang Promoter Non Executive Director - Chairman Nil

Mr. Jatin Narula Independent Non Executive Director - Member Nil

Mr. Mukul Dhamija Independent Non Executive Director - Member Nil

Mr. Dinesh Kumar Independent Non Executive Director - Member Nil

5. Shareholders/ Investor's Grievance Committee

The Shareholders met 12 times during the year on 14th April 2012, 15th May 2012, 15th June 2012, 14th July 2012, 14th August 2012, 15th September 2012, 16th October 2012, 15th November 2012, 15th December 2012, 15th January 2013, 15th February 2013 & 15th March 2013.

The Composition of Shareholders Committee and details of the meetings attended by Director/s are as follows:

Name Category No. of Meeting attended during the year 2012 - 2013

Mr. Satish Chander Narang Promoter Non Executive Director - Chairman 12

Mr. Jatin Narula Independent Non Executive Director - Member 12

Mr. Mukul Dhamija Independent Non Executive Director - Member 12

Mr. Dinesh Kumar Independent Non Executive Director - Member 12


i Name and designation of Compliance Officer

Name and Designation Ms. Bernadette Dominic, Company SecretaryTelephone 011-27314646, 27312522Fax 011-27315115E-mail Id [email protected]

ii. Number of shareholders' complaints received so far

During the year the company received two complaints. Which were resolved to the satisfaction of the shareholders.

6. General Body meetings:

I. Location and time, where last three AGMs held.

Date Location Time Special Resolution Passed

29/09/2012 Jagmohan Farms, 9:30 A.M. No Special Resolution PassedVillage Sawda, Ghewra, Nizampur Road, New Delhi - 110081

30/09/2011 Regd. Off: SD-65, Pitampura, 4:00 P.M. Yes, Special Resolution was passed forNew Delhi - 110034 the appointment of Mr. Manan Narang

as Managing Director of the Company for a term of three years w.e.f 1st September 2010

30/09/2010 Regd. Off: SD-65, Pitampura, 4.00 P.M. No Special Resolution PassedNew Delhi - 110034

ii Postal Ballot

During the the financial year ended 31st March 2013, the Company passed the following resolutions by postal ballot on Saturday, 8th December 2012. • Ordinary Resolution under section 94 of the Companies Act, 1956 and other applicable provisions, if

any, for increasing the Authorised Share Capital of the Company.• Special Resolution for preferential allotment of Equity Shares of the Company.

A summary of the valid votes of the postal ballot is given below:

Item No. Particulars of Business Votes in Favour Votes AgainstIn Value In % age In Value In % age

1 ORDINARY RESOLUTION under section 94 of the Companies Act, 1956 and other applicable provisions, if any, for increasing the Authorised Share Capital of the company from ` 136,000,000/- to ` 146,500,000/- by creation of another 1,050,000 Equity shares of ` 10/- each. 11603720 99.998 200 0.002

2 SPECIAL RESOLUTION under section 81 (1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirement Regulation) 2009 for preferential allotment of 562,500 Equity Shares of ` 10/- each at a premium of ` 70/- per share. 11603720 99.998 200 0.002


Person Conducting the Postal Ballot Exercise

Mr. Naveen Narang, Director and Mr. Nitin Gupta, Company Secretary were appointed as persons responsible for the postal ballot process. Mr. Manish Gupta, Company Secretary in Practice was appointed as scrutiniser for conducting the postal ballot.

Procedure Followed

i. The Company issued the postal ballot notice dated 7th November, 2012 containing draft resolutions together with the explanatory statements and the postal ballot forms and self-addressed envelopes to the members.

ii. Members were advised to read carefully the instructions printed on the postal ballot form and return the duly completed form in the attached self-addressed envelope so as to reach the scrutiniser on or before the close of business hours on Friday, 7th December 2012.

iii. After due scrutiny of all the postal ballot forms received upto the close of the working hours on Friday 7th December, 2012. The Scrutiniser submitted his final report on Saturday, 8th December, 2012.

iv. The results of the postal ballot were declared on Saturday, 8th December, 2012. The date of declaration of the results of the postal ballot was taken as the date of passing of the resolutions.

v. The results of the postal ballot were informed within 48 hours of the declaration of the results.

7. Disclosures:

Related Party Transaction

During the year there was no materially significant related party transaction/s that may have potential conflict with the interests of company at large.

Statutory Compliances, Penalties and strictures

The Company has complied with the requirements of the Stock Exchange or SEBI or any other statutory authority, on matter/s related to capital markets, during the last three years. No Penalty and strictures has been imposed on the Company by these authorities.

Whistle Blower policy

The Company has adopted a Whistle Blower policy to provide a mechanism whereby the employees are given a direct access to the Chairman and Audit Committee to report about the unethical behaviour, fraud and violation of Company's Code of Conduct and to provide sufficient provisions for the protection against the victimization of employees who avail such mechanism and It is affirmated that no personnel has been denied access to the audit committee.

Details of compliance with mandatory requirements and adoption of the non mandatory requirements of this clause.The Company has complied with mandatory requirements of clause 49 of the Listing Agreement.

CEO and CFO CertificationThe certificate required under Clause 49(V) of the Listing Agreement, duly signed by the Managing Director and Director, was placed before the Board. The same is provided as Annexure IB to this report.

8. Means of communication:

Quarterly ResultsThe Quarterly results published in the Performa prescribed by the Listing Agreement are approved and taken on record by the Board of Directors. The approved results are forthwith sent to the Stock Exchange where the shares of the Company are listed.

Newspapers The results are also published in English language newspaper - Business Standard and Hindi language


newspaper - Business Standard.

9. General Shareholder Information:

i. AGM : Date, time and venueThe Annual General Meeting of the Company is scheduled to be held on 21st day of September 2013 at 9.00 A.M. at Narsingh Sewa Sadan, KP Block Community Centre, Pitampura, New Delhi-110034.

ii. Financial yearThe Financial Year of the Company ended on 31st March, 2013.

iii. Date of Book closureThe Register of Beneficial Owners, Register of Members and the Share Transfer Books of the Company shall remain closed on Friday, 20th September 2013 and 21st September 2013 (Both days inclusive).

iv. Dividend Payment DateIn order to plough back the profits of the Company, no dividend was paid during the financial year ended 31st March 2013.

v. Listing on Stock ExchangesThe Company's shares are listed on the following two Stock Exchanges in India:• Bombay Stock Exchange, 25th Floor, P J Towers, Dalal Street, Mumbai, Maharashtra- 400001, and• Calcutta Stock Exchange, 7 Lyons Range, Kolkata-700001.

* The Board of Directors of the Company passed a resolution on 4th September 2012 for delisting of securities from Calcutta Stock Exchange pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009.

vi. Stock CodeThe Stock Code on the Stock Exchanges, Bombay and Calcutta is 534338 & 28191 respectively.

vii. Market Price Data: High, Low during each month in last financial year

BOMBAY STOCK EXCHANGEMonth High Low No. of SharesJune 12 32.70 18.40 4,866July 12 81.60 35.95 79,893August 12 71.50 60.15 55,719September 12 66.10 56.05 70,334October 12 69.20 59.20 130,117November 12 70.00 60.50 171,482December 12 70.90 59.15 264,085January 13 69.85 51.40 238,791February 13 70.00 46.20 182,069March 13 64.00 50.15 347,152

* Information taken from the website of BSE i.e.www.bseindia.com.

The Share of the Company continued to be listed on the Calcutta Stock Exchange, however no trading was carried out during the financial year, thus no data is available in respect of market price.


viii. Performance of Max Heights Infrastructure Limited share price in comparison to BSE Sensex

ix. Registrar and Transfer Agents

Name and address Skyline Financial Services Private LimitedAdd.: D-153 /A, Ist Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

Telephone 011-30857575 (10 Lines), 26812682-83

Fax 0

x. Share Transfer System

Securities lodged for transfer at the Registrar's address are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects.

xi. Distribution of shareholding as on 31st March, 2013

S. No. Range No. of % of total No. of % ofShareholders no. of Shares shareholding

shareholders held1 1 to 5000 511 79.22 49606 0.352 5001 to 10000 13 2.02 10558 0.073 10001 to 20000 13 2.02 21222 0.154 20001 to 30000 2 0.31 5500 0.045 30001 to 40000 1 0.16 3800 0.036 40001 to 50000 7 1.09 32540 0.237 50001 to 100000 4 0.62 30812 0.228 Above 100001 94 14.57 13982637 98.91

Total 645 100.00 14136675 100.00

xii. Dematerialization of shares and liquidity

Total 88.23% of shares of Company are in dematerialsed form out of which 38.28% of shares are dematerialsed with the CDSL and 49.95% of shares are demateralised with the NSDL.

11-30857562

Email ID [email protected]

400

300

200

100

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Price

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Jun 12 Sep 12 Dec 12 Mar 13 Jun 130


xiii. GDRs/ADRs/Warrants or any Convertible instruments

The Company has not issued GDRs/ADRs/Warrants or any Convertible instruments during the year.

xiv. Plant Locations

Not Applicable

xv. Address for Correspondence

SD-65, Tower Apartment,Pitampura,New Delhi – 110034Ph. No. 011-2731 4646, 2731 2522, 2731 8772Fax: 011-27315115

10. The Certificate of Compliance as stipulated under clause 49 of the listing agreement is obtained from Auditors of the Company M/s Deepak Narang & Associates, Chartered Accountants. The same is provided as Annexure IC to this report.





Annexure IA

Declaration

We hereby confirm that the Company has received from all the members of the Board and Senior

Management, for the financial year ended March 31, 2013, a confirmation that they are in compliance with

the Company's Code of Conduct.

Sd/- Sd/-

Manan Narang Naveen Narang

Managing Director Director

Date: 24-08-2013

Place: New Delhi

Annexure IB

Chief Executive Officer (CEO)/Chief Financial Officer (CFO) certification

We Manan Narang, Managing Director and Naveen Narang, Director of Max Heights Infrastructure Limited

certify to the Board that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March,

2013 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company

during the year which are fraudulent, illegal or violative of the company's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting

and that we have evaluated the effectiveness of internal control systems of the company pertaining

to financial reporting andwe have disclosed to the auditors and the Audit Committee, deficiencies in

the design or operation of such internal controls, if any, of which we are aware and the steps we have

taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the company's internal

control system over financial reporting

Sd/- Sd/-Manan Narang Naveen NarangManaging Director Director

Date: 24-08-2013Place: New Delhi

DIN: 00095714 DIN: 00095708

DIN: 00095714 DIN: 00095708


Annexure ICCERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OF

THE LISTING AGREEMENT WITH THE STOCK EXCHANGES IN INDIA

CERTIFICATE

To the ShareholdersMax Heights Infrastructure Limited

We have examined the compliance of conditions of Corporate Governance by M/s Max Heights Infrastructure Limited for the year ended on 31st March 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with Bombay Stock Exchange and Calcutta Stock Exchange (where the shares of the Company were listed).

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the condition of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Deepak Narang & AssociatesChartered Accountants

Firm Regn. No. 016594N

Sd/-Deepak Narang

ProprietorM.No.097348

Dated: 24-08-2013 Place: New Delhi


Auditor's Report

The Members,

Report on the Financial Statements

We have audited the accompanying financial statements of Max Heights Infrastructure Limited which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013.

b) in the case of the Profit and Loss Account of the profit for the year ended on that date.

c) In the case of Cash Flow Statement of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (“theOrder”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:a) we have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purpose of our audit.b) in our opinion proper books of account as required by law have been kept by the Company so far as appears

from our examination of those books.c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in

agreement with the books of account.d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the

Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record

by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For DEEPAK NARANG & ASSOCIATESCHARTERED ACCOUNTANTS

F.R.N. 016594NSd/-

DEEPAK NARANGPROP.

M.No. 097348

Date : 24-08-2013Place : New Delhi


ANNEXURE TO THE AUDITOR'S REPORT(Referred to in Paragraph (3) of our Report of even date )

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physical verified by the management at reasonable intervals during the year and no serious discrepancies have been noticed on such verifications.

(c) During the year the company has not disposed off a substantial portion of fixed assets so as to affect the going concern aspect of the company.

2. (a) The inventory of the company has been physically verified by the management at reasonable intervals.

(b) The procedure for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compare to book records.

3. (a) There are two parties covered in the register maintained under Section 301 of the Companies Act, 1956 to whom the company has granted secured/unsecured loan. The maximum amount outstanding during the year was ̀ 1,88,48,338/- and year ended balance was ̀ 1,87,39,228/-

(b) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of loans granted repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

(e) The company has taken loan from two parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was 50,50,000/- and year end balance was ̀ 50,50,000/-.

(f) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(g) In respect of loans taken repayment of the principal amount is as stipulated and payment of interest has been regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of the business with regard to business of the company. During the course of our audit, we neither come across nor have been informed of any weakness in the aforesaid internal control procedure.

5. (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding ̀ Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

6. The Company has not accepted deposits from the public with in the meaning of Section 58A and 58AA of the Act and rules framed there under.

7. The Company has Internal Audit System commensurate with its size and nature of business.


8. To the best of our knowledge, the Central Government has not prescribed the maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the company no undisputed amount is payable in respect of Income Tax, Sales Tax, Excise Duty and custom duty for a period of more that six months from the date they become payable.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax, excise duty or cess outstanding on account of any dispute.

10. The company have not any accumulated business loss at the end of the current financial year. The company does not incurred cash loss during the financial year covered by our audit and no cash loss has been incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to financial institution, bank or debenture holders.

12. According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

13. Clause xiii of the order is not applicable to the company as the company is not a chit fund company or Nidhi or mutual benefit fund/society.

14. The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities and other investments held by the company in it's own name or in the name of amalgamating companies.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion the company has applied the term loans for the purpose for which these were raised.

17. According to information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on a short-term basis have not been used for long term investments and vice versa.

18. The Company has not made preferential allotments to the parties and companies covered under the register maintained u/s 301 of the Act during the year

19. The Company has not issued any debentures during the year and accordingly the provisions of clause 4 (xix) of the order are not applicable to the company.

20. During the year under audit, the company has not raised money by public issue and accordingly the provisions of clause 4 (xx) of the order are not applicable to the company.

21. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For DEEPAK NARANG & ASSOCIATESCHARTERED ACCOUNTANTS

F.R.N. 016594N

Sd/-DEEPAK NARANG

Place : New Delhi PROP.Date : 24-08-2013 M.No. 097348

A EQUITY AND LIABILITIES

1 Shareholder’s Funds(a) Share capital 1 141,366,750.00 135,741,750.00(b) Reserves and surplus 2 15,221,636.56 (29,528,252.22)

156,588,386.56 106,213,497.782 Share application money pending allotment - -

3 Non-current liabilities(a) Long-term borrowings 3 17,913,484.90 14,138,022.50 (b) Deferred tax liabilities(net) 75,807.00 -(c) Other long term liabilities - -(d) Long Term Provisions - -

17,989,291.90 14,138,022.504 Current liabilities

(a) Short-term borrowings 4 3,621,539.50 1,004,165.00 (b) Trade payables 5 50,000.00 50,000.00 (c) Other current liabilities 6 11,497,811.60 1,446,632.50 (d) Short-term provisions 7 2,390,750.00 1,186,650.00

17,560,101.10 3,687,447.50

TOTAL 192,137,779.56 124,038,967.78

B ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 8 8,988,823.00 9,933,328.00 (ii) Intangible assets - - (iii) Capital Work in Progress - -

(b) Non-current investments 9 15,900,000.00 2,500,000.00 (c) Deferred Tax Assets 10 - 6,873.00 (c) Long-term loans and advances 11 103,030.00 103,030.00

24,991,853.00 12,543,231.00

2 Current assets(a) Current Investments 12 89,917.72 89,917.72 (b) Inventories 13 69,458,500.94 53,817,400.94(c) Trade receivables 14 1,562,313.00 2,069,430.00 (d) Cash and cash equivalents 15 10,010,063.90 17,805,190.12 (e) Short-term loans and advances 16 86,009,251.00 37,668,675.00 (f) Other current assets 17 15,880.00 45,123.00

167,145,926.56 111,495,736.78

TOTAL 192,137,779.56 124,038,967.78See accompanying notes forming part of thefinancial statements

Accounting Policies & Notes to the Accounts 25

MAX HEIGHTS INFRASTRUCTURE LIMITED


Particulars

Balance Sheet as at 31 March, 2013

As at 31 March, 2013

As at 31 March, 2012 Note No.

In terms of our report attached. For Deepak Narang & Associates For and on behalf of the Board of Directors Chartered Accountants Firm Regd. No. 016594N

Date : 31.05.2013Place : New Delhi

Sd/-Deepak NarangProprietorMembership No. 097348

Sd/-Nitin GuptaCompany Secretary

Sd/-Naveen NarangDirectorDIN: 00095708

Sd/-Manan NarangManaging DirectorDIN: 00095714

1 Revenue from operations (gross) 18 17,066,813.00 73,666,540.00 Less: Excise duty - - Revenue from operations (net) 17,066,813.00 73,666,540.00

2 Other income 19 150.00 7,387.00

3 Total revenue (1+2) 17,066,963.00 73,673,927.00

4 Expenses(a) Cost of materials consumed - - (b) Purchases of stock-in-trade 16,809,100.00 49,902,653.00 (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 20 (15,641,100.00) 8,551,329.50 (d) Employee benefits expense 21 2,741,062.00 2,506,038.00 (e) Finance costs 22 2,008,915.88 1,417,313.15 (f) Depreciation and amortisation expense 8 1,188,650.00 551,498.00 (g) Other expenses 23 2,230,092.34 6,514,018.00

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

5 Profit / (Loss) before exceptional and 7,730,242.78 4,231,077.35extraordinary items and tax (3 - 4)

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and 7,730,242.78 4,231,077.35tax (5 + 6)

8 Extraordinary items - -

9 Profit / (Loss) before tax (7 + 8) 7,730,242.78 4,231,077.35

10 Tax expense:(a) Current tax 2,390,750.00 1,186,650.00 (b) Earlier years tax - 11,753.00(c) Deferred tax - (125,230.00)

2,390,750.00 1,073,173.00

11 Profit / (Loss) from continuing operations (9 -10) 5,339,492.78 3,157,904.35

12 Profit / (Loss) for the year 5,339,492.78 3,157,904.35

13 Earnings per share (of ` 10/- each):

Basic 24 0.38 0.23 Diluted 24 0.38 0.23See accompanying notes forming part of the financial statements Accounting Policies & Notes to the Accounts 25



Particulars

Statement of Profit and Loss for the year ended 31 March, 2013For the year ended

31 March, 2013For the year ended

31 March, 2012 Note No.







A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax 7,730,242.78 4,231,077.35 Adjustments for:

Depreciation and amortisation 1,280,235.00 669,574.00 Dividend - - Interest 2,008,915.88 1,417,313.15

- Operating profit / (loss) before working capital changes 11,019,393.66 6,317,964.50 Changes in working capital:

Adjustments for (increase) / decrease in operating assets:Inventories (15,641,100.00) 8,551,329.50 Trade receivables 507,117.00 1,589,971.00 Short Term Loans & Advances (48,340,576.00) (186,353.00)Other current assets 29,243.00 (45,123.00)Short Term Provisions 1,204,100.00 227,670.00 Trade Payable & other liabilities 10,006,002.00 (108,969.00)

Cash Generated from Operating activities (41,215,820.34) 16,346,490.00 Taxes Paid 2,390,750.00 1,198,403.00 Net Cash Flow from operating activities (43,606,570.34) 15,148,087.00

B. Cash Flow from Investing ActivitiesAddition to Fixed Assets (957,516.00) (6,817,294.00)Deletion to Fixed Assets 739,862.00 - Addition to Investments (13,400,000.00) - Deletion to Investments - 4,000,000.00 Long-term provisions - -

(57,224,224.34) 12,330,793.00 C. Cash Flow from Financing Activities -

Cash from Issue of Shares 45,000,000.00 Vehicle Loans (1,179,360.50) 3,566,383.00 OD Limit from Bank 2,617,374.50 1,004,165.00 Other unsecured Loans 5,000,000.00 (35,000.00)Interest Payments (2,008,915.88) (1,417,313.15)

(7,795,126.22) 15,449,027.85

Net Cash Flow during the year (A+B+C) (7,795,126.22) 15,449,027.85

Cash & Cash Equivalent (Opening Balance) (D) 17,805,190.12 2,356,162.27

Cash & Cash Equivalent (Closing Balance) (E) 10,010,063.90 17,805,190.12

Net Increase/(Decrease) in Cash & Cash Equivalents (7,795,126.22) 15,449,027.85



Particulars

Cash Flow Statement for the year ended 31 March, 2013

For the year ended

31 March, 2013

For the year ended

31 March, 2012









Particulars

Notes forming part of the financial statements





Note 1- Share capital


Number of shares

(a) Authorised14650000 Equity shares of ` 10 each with voting rights 14,650,000 146,500,000.00 13,600,000 136,000,000.00

(b) Issued 14136675 Equity shares of ` 10 each with voting rights 14,136,675 141,366,750.00 13,574,175 135,741,750.00

(c) Subscribed and fully paid up14136675 Equity shares of ` 10 each with voting rights 14,136,675 141,366,750.00 13,574,175 135,741,750.00 Total 141,366,750.00 135,741,750.00

Notes:(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Fresh issue Closing Balance Balance

Equity shares with voting rights

Year ended 31 March, 2013- Number of shares 13,574,175 562,500.00 14,136,675 - Amount 135,741,750.00 5,625,000.00 141,366,750.00

Year ended 31 March, 2012 - Number of shares 13,574,175 - 13,574,175 - Amount 135,741,750.00 - 135,741,750.00

(ii) Equity shares: The company has only one class of equity shares having face value of ` 10/- each. Each Shareholder is eligible for one vote per share held.

Particulars

Details of shares held by each shareholder holding more than 5% shares

Number of shares

Equity shares with voting rightsSumitra Narang 885000 6.26 885000 6.52Manan Narang 1117457 7.90 1117457 8.23Naveen Narang 4687150 33.16 4687150 34.53Satish Chander Narang 2041868 14.44 2041868 15.04

Class of Share / Name of ShareholdersAs at 31 March, 2013 As at 31 March, 2012

Number of shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

shares

(a) Profit & Loss Account

Opening balance 5,703,827.70 2,796,383.35

Add: Transferred from surplus in

Statement of Profit and Loss 7,730,242.78 4,231,077.35

Less: Utilised / transferred during

the year for: Issuing bonus shares - -

Less: Net Surplus of Transferor co's

(As per Scheme of Amalgamation) (35,095,521.92) (35,095,521.92)

Discount for issue of shares as per

scheme of merger

Less: Provision for Tax (2,390,750.00) (1,186,650.00)

Less: Deferred Tax (82,680.00) (125,230.00)

Less: Previous year income tax - (11,753.00)

(24,134,881.44) - (29,391,694.22)

Less: Misc. Expenditure to the extent

not W\off

Amalgamation Expenditure 30,000.00 60,000.00

Less: Written off 30,000.00 - 30,000.00 (30,000.00)

Preliminery Expense 106,558.00 194,634.00

Less: Written off 88,076.00 (18,482.00) 88,076.00 (106,558.00)

Total (29,528,252.22)

Add: Security Premium Reserve 39,375,000.00 -

BALANCE TRANSFERRED TO

BALANCE SHEET

Closing balance 15,221,636.56 (29,528,252.22)



Particulars



Note 2 Reserves and surplus







Particulars



Note 3 Long-term borrowings


(a) Term loans From banks Secured (Refer Note (i) below) 1,162,484.90 2,387,022.50 Unsecured

1,162,484.90 2,387,022.50 From other partiesSecured - - Unsecured - -

- - (b) Loans and advances from related parties -Unsecured

(Refer Note (ii) below) 5,050,000.00 50,000.00

(c) Loans and advances from others - Unsecured 11,701,000.00 11,701,000.00

16,751,000.00 11,751,000.00

Total 17,913,484.90 14,138,022.50

Note (i) Repayment terms and nature of securities given for Term Loan as follows

Name of the Bank Balance as on Balance as on Nature of Repayment 31st March 2013 31st March 2012 Security Terms

ICICI Bank 1,162,484.90 2,387,022.50 Secured agst The entire loan is hypothecation to be paid in 36 of Car equated monthly

installmentof ` 108617.00 including interest commencing from April 2012. The Rate of

1,162,484.90 2,387,022.50 interest is 4.31% p.a.

The above term loan figures represent Total Long Term loan outstanding excluding current liabilities of Long Term Debt.

Note (ii) Loans and Advances from related party - Unsecured

Balance as on Balance as on 31st March 2013 31st March 2012

Naveen Narang 5,000,000.00 - Nidhi Narang 50,000.00 50,000.00

5,050,000.00 50,000.00






Particulars



Note 4 Short-term borrowings

As at 31 March,2012

(a) Loans repayable on demand

OD Limit From Nainital Bank - Secured - Refer Note below 3,621,539.50 1,004,165.00

Unsecured - -

(b) Loans repayable on demand

From Directors & their Relatives

Secured - -

Unsecured - -

( C) Loans repayable on demand

From Shareholders

Secured - -

Unsecured - -

Total 3,621,539.50 1,004,165.00

Note - OD Limit of 38 lakh from Nainital Bank is secured against Fixed Deposit of ` 40 lakhs with Nainital Bank.




ParticularsAs at 31 March,

2013

Note 5- Trade payables


Trade payables:

Sundry Creditors 50,000.00 50,000.00

(See Note below) - -

Total 50,000.00 50,000.00

Note: As the company has not received any information from any of the creditors of their being a micro or small scale

industries undertaking hence amount due to micro or small scale industrial undertaking as on the balance sheet are not

ascertainable.




Note 6 Other current liabilities

(a) Current maturities of long-term debt - Secured

- ICICI Bank 1,224,537.60 1,179,360.50

(b) Interest accrued and due on borrowings - -

(C) Other payables

i) Statutory remittances - -

TDS Payable 59,782.00 122,140.00

Service Tax Due 19,583.00 -

(ii) Advances from customers 10,000,000.00 -

(iii) Expenses payable

- Audit fees 102,500.00 67,500.00

- ACS & Associates 31,584.00 31,584.00

- Skyline Financial Service Pvt. Ltd. 16,854.00 -

- Innovative Communication 32,451.00 -

- Listing Fee payable(BSE) - 28,090.00

- Electricity,Water & Telephone Exp. 10,520.00 17,958.00

(iv) Other Liability - -

Total 11,497,811.60 1,446,632.50


2013As at 31 March,

2012





2013

Note 7 Short-term provisions

As at 31 March,2012

(a) Provision for employee benefits: @

(i) Provision for bonus - -

(ii) Provision for gratuity (net) - -

(iii) Provision for other employee benefits (compensation) - -

- -

(b) Provision - Others:

(i) Provision for tax 2,390,750.00 1,186,650.00

(ii) Provision - others - -

2,390,750.00 1,186,650.00

Total 2,390,750.00 1,186,650.00


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Particulars


Note 9 Non-current investments

Investments (At cost):A. Trade @(a) Investment in equity instruments

(give details separately for fully / partly paid up instruments)

(i) of subsidiaries - - - - - -

(Maxheights Township & Projects Pvt. Ltd.) - 6,000,000.00 6,000,000.00 - - -

(ii) of associates - - - - - - (iii) of joint venture companies - - - - - - (iv) of controlled special purpose entities - - - - - - (v) of other entities (give details) - - - - - -

- 6,000,000.00 6,000,000.00 - - - B. Non Trade(a) Investment in Equity Shares of

-Maxheights Developers (p) ltd. - 2,500,000.00 2,500,000.00 - 2,500,000.00 2,500,000.00 (b) Investment in Equity Share

Application Money(of Icon Realcon p. ltd.) - 7,400,000.00 7,400,000.00 - - -

(b) Other non- current investments - - - - - - - 15,900,000.00 15,900,000.00 - 2,500,000.00 2,500,000.00

Quoted Unquoted Total Quoted Unquoted Total

As at 31 March, 2013 As at 31 March, 2012

(a) Depriciation (420,220.00) (363,300.00)(b) Brought Forward unabsorbed Business Loss 267,801.00 267,801.00 (c) Brought Forward unabsorbed Depriciation 53,806.00 53,806.00 (d) Loss on Sale of Fixed Assets 22,806.00 48,566.00

(75,807.00) 6,873.00

Note 10 Deferred Tax Assets/(Liability)As at 31 March, 2013 As at 31 March, 2012

Note 11 Long Term Loans and Advances


(a) Capital Advances - - (b) Security Deposit Unsecured Considered Good

Security Deposit - Ansal Prop. & Infra. Ltd. 100,000.00 100,000.00 Other Security Deposit 3,030.00 3,030.00

(C) Other Loans & Advances - -

103,030.00 103,030.00





Particulars


Note 12 Current investments

Quoted Unquoted Total Quoted Unquoted Total


Non Trade, Unquoted and Fully Paid (at lower of cost and fair value)Investment in Mutual Funds Axis Equity Fund - 89,917.72 - 89,917.72 - 89,917.72

- 89,917.72 - 89,917.72 - 89,917.72

Note 13 Inventories(At lower of cost and net realisable value)

(a) Raw materials - - Goods-in-transit - -

- - (b) Work-in-progress - -

Goods-in-transit - - - -

(c) Finished Goods - Real Estate 68,695,282.00 53,054,182.00 - Shares 763,218.94 763,218.94

69,458,500.94 53,817,400.94

Total 69,458,500.94 53,817,400.94

Particulars As at 31 March, 2013 As at 31 March, 2012

Note 14 Trade receivables


Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Secured, considered good - - Unsecured, considered good 1,151,190.00 2,069,430.00 Doubtful - -

1,151,190.00 2,069,430.00 Less: Provision for doubtful trade receivables - -

1,151,190.00 2,069,430.00 Other Trade receivables

Secured, considered good - - Unsecured, considered good 411,123.00 - Doubtful - -

411,123.00 - Less: Provision for doubtful trade receivables -

411,123.00 -

Total 1,562,313.00 2,069,430.00








Note 15 Cash and cash equivalents


(a) Cash on hand 373,447.03 150,791.03

(b) Cheques, drafts on hand - -

(c) Balances with banks

(i) In current accounts 5,636,616.87 7,654,399.09

(ii) In EEFC accounts - -

(iii) In deposit accounts [ Fixed Deposit with Nainital Bank ltd.] 4,000,000.00 10,000,000.00

(d) Others (US $ account) - -

Total 10,010,063.90 17,805,190.12




(a) Loans and Advances to Customers Secured considered good - -

Unsecured, considered good 46,697,026.00 10,099,294.00 Doubtful - -

46,697,026.00 10,099,294.00 (b) Loans and advances to employees

Secured, considered good - - Unsecured, considered good 31,000.00 31,000.00 Doubtful - - 31,000.00 31,000.00

(c) Prepaid expenses - Unsecured, considered 78,783.00 1,344.00 good (For e.g. Insurance premium, Annual maintenance contracts, etc.) 78,783.00 1,344.00

(d) Balances with government authorities Unsecured, considered good

(i) FBT Refundable 37,878.00 37,878.00 (ii) Income Tax Refund Refundable 592,696.00 573,836.00 (iii) Advance Income Tax 875,500.00 1,133,000.00 (iv) Tax Deducted at Source 1,605,891.00 92,203.00

3,111,965.00 1,836,917.00 (d) Advances to Suppliers[ Recoverable in cash

or in kind for value to be received]Secured, considered good - - Unsecured, considered good 18,300,000.00 8,700,000.00 Doubtful - - 18,300,000.00 8,700,000.00

(e) Others(i) Deposits (Booking of Plot & Flat) 17,790,477.00 17,000,120.00

- - 17,790,477.00 17,000,120.00

Total 86,009,251.00 37,668,675.00




Note 16 Short-term loans and advances


(a) Interest accrued on Deposits with Bank 15,880.00 45,123.00 -

Total 15,880.00 45,123.00


Note 17 Other Current Assets







Note 18 Revenue from operations

Particulars For the year ended 31 March, 2013

For the year ended 31 March, 2012

(a) Sale of products (Refer Note (i) below) 1,800,000.00 72,410,000.00

(b) Other operating revenues (Refer Note (ii) below) 15,266,813.00 1,256,540.00 17,066,813.00 73,666,540.00 Less:

(c) Excise duty - - Total 17,066,813.00 73,666,540.00



(i) Sale of products comprises : Real Estate 1,800,000.00 72,410,000.00

Total - Sale 1,800,000.00 72,410,000.00 (ii) Other operating revenues comprise:(i) Interest income comprises:(a) Interest from banks on:

deposits 824,242.00 50,137.00 other balances - -

(b) Interest on loans and advances 3,685,140.00 767,924.00 ( c) Interest on Booking of Plots - 341,658.00 (d) Commission Income 10,757,431.00 71,821.00 (e) Income from sale of booking - 25,000.00

Total - Interest income 15,266,813.00 1,256,540.00 Others - -

Total - Other operating revenues 15,266,813.00 1,256,540.00

Note

Note 19 Other income



(a) Net gain on foreign currency transactions and translation (other than considered as finance cost)

(b) Other non-operating income 150.00 7,387.00

Total 150.00 7,387.00

- -




Inventories at the end of the year:Finished goods( trading goods)

Real Estate 68,695,282.00 53,054,182.00 Shares 763,218.94 763,218.94

Work-in-progress - - Stock-in-trade - -

69,458,500.94 53,817,400.94

Inventories at the beginning of the year:Finished goods( trading goods)

Real Estate 53,054,182.00 61,605,511.50Shares 763,218.94 763,218.94

Work-in-progress - -Stock-in-trade - -

53,817,400.94 62,368,730.44

Net (increase) / decrease (15,641,100.00) 8,551,329.50




Note 20. Changes in inventories of finished goods, work-in-progress and stock-in-trade









Note 21 Employee benefits expense



Salaries and wages 2,082,957.00 1,867,635.00

Contributions to provident and other funds - -

Staff welfare expenses 58,105.00 38,403.00

Director's Remuneration 600,000.00 600,000.00

Total 2,741,062.00 2,506,038.00

Note 22 Finance costs



(a) Interest expense on:

(i) Borrowings 1,421,576.00 1,344,192.00

(ii) Trade payables - -

(iii) Others

- Interest on Service Tax 180.00 -

- Interest on TDS 254.00 228.00

- Interest on Car Loan 124,043.50 -

- Processing & Custodial Fees - 65,386.00

(b) Other borrowing costs

Interest on Over draft 440,201.00 3,829.00

Bank Charges 22,661.38 3,678.15

( C) Net (gain) / loss on foreign currency transactions and translation

(considered as finance cost) - -

Total 2,008,915.88 1,417,313.15




(i) Payments to the auditors comprises

As auditors - statutory audit 75,000.00 50,000.00

For taxation matters 35,000.00 25,000.00

For company law matters - -

For management services - -

For other services - -

Reimbursement of expenses - -

Total 110,000.00 75,000.00




Note 23 Other expenses



Commission Paid - 1,611,000.00

Rent 300,000.00 1,140,000.00

Insurance 26,746.00 13,957.00

Telephone Charges 28,728.00 37,467.00

Printing And Stationery 36,697.00 330,775.00

Electricity And Water Expenses 228,480.00 164,367.00

Conveyence 13,515.00 39,250.00

Advertisement 95,215.00 375,301.00

Business Promotion 52,765.00 755,519.00

General Expenses 36,785.00 30,042.00

Vehicle Running and Maintenance 222,228.00 95,758.00

Filing Fees 57,500.00 17,000.00

Legal and Professional Charges 516,395.34 643,811.00

Listing Fee 191,012.00 66,695.00

Postage and Courier 7,395.00 -

Amalgation Exp W\off 30,000.00 30,000.00

Preliminary Exp W\off 88,076.00 88,076.00

Charity and Donations - 1,000,000.00

Loss on Sale of Fixed Assets 83,371.00 -

Computer Maintenance Charges 5,400.00 -

Meeting Expenses 2,675.00 -

Income Tax 19,693.00 -

Annual Custody Fees 67,416.00

Website Maintenance Charges 10,000.00 -

Payment to Auditors (refer note below) 110,000.00 75,000.00

Total 2,230,092.34 6,514,018.00



Note







Note 24 - Earning Per Share

ParticularsFor the year ended

31 March, 2013For the year ended

31 March, 2012

Net Profit Available for Shareholders 5,339,492.78 3,157,904.35

No. of Equity Shares 141,36,675 135,74,175

EPS 0.38 0.23





MAX HEIGHTS INFRASTRUCTURE LIMITEDNOTE - 25

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2013.

A. SIGNIFICANT ACCOUNTING POLICIES :

1.0 GENERAL:

The financial statements have been prepared as of a going concern on historical cost convention and on accrual method of accounts, in accordance with the generally accepted accounting principles and applicable Accounting Standards in India and as per the provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the company and are consistent with those used in the previous year.

2.0 FIXED ASSETS:

2.1 Fixed Assets are stated at cost of acquisition inclusive of inward freight, duties & taxes and incidental expenses related to acquisition.

2.2 Assets are capitalized after they are certified to be complete and put to use.

3.0 DEPRECIATION:

3.1 Depreciation on all the Fixed Assets is charged on Straight Line Method on pro-rata basis at the rates specified in schedule XIV of the Companies Act, 1956.

4.0 INVENTORIES:

4.1 Inventory of Shares and Real Estate has been valued at cost incurred.

5.0 RETIREMENT BENEFITS:

No employee of the company has been into employment of the company for more than 5 years. Therefore no provision is accrued for gratuity and leave encashment.

6.0 AMALGAMATION EXPENDITURE:

These are amortized and charged to expenses over a period of five years

7.0 DEFERRED TAXATION:

Deferred tax is recognized subject to consideration of prudence, on time differences, being the difference between taxable income and accounting income that originate in one year and capable of reversal in one or more subsequent years.

8.0 PROVISIONS, CONTINGENT LIABLITY AND ASSETS

Provisions are recognized when the company has a present obligation as a result of past events and it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.

B. NOTES ON THE ACCOUNTS - 2012-2013

1.0 AMALGAMATION

The Scheme of amalgamation was filed under section 391 read with section 394 of the Companies Act'1956 w.e.f. 01.04.2007 for amalgamation of the following transferor companies namely:-

a) INDOVEST FINANCIAL SERVICES LIMITED(IFSL)( Which is into the business of finance and real estate)

b) NORTH DELHI CONSTRUCTION AND INVESTMENT PVT. LTD. (NDCIPL) (Which is in to the business of Real Estate activities)

c) SHYAM MOTELS PRIVATE LIMITED (SMPL) (Which is in to the business of entertainment activities.)

With the transferee Company i.e. M/s MAX HEIGHTS INFRASTRUCTURE LIMITED (MHIL)


The same has been approved by the Hon'ble Delhi High Court vide order no 2246 dated 17th March '2009. The Scheme of amalgamation where under the transferor Companies are to be amalgamated in its present form or with any modification(s) approved or imposed or directed by members of the respective companies and/or by competent authority and / or by the court.

2.0 CONTINGENT LIABILITIES NOT PROVIDED FOR: (`/Lakh)

2012-2013 2011-2012

Contingent Liability not provided For Nil Nil

3.0 INVESTMENTInvestments has been valued at Cost.

4.0 DEFERRED TAX

Deferred Tax assets has been provided for in accordance with Accounting Standard 22-Accounting for taxes on income issued by The Institute of Chartered Accountants of India. The accumulated net deferred asset after amalgamation up to 31.03.2013 amounting to ̀ /=. The same has been worked out after the amalgamation of all the companies.

Deferred Tax Liability/ Current Deferred Tax(Asset ) As at Year Liabilty/(Asset)01.04.2012 Charge 31.03.2013

Difference between bookAnd tax depreciation 363,300.00 56,920.00 420,220.00Brought forwardUnabsorbed business loss (07-08) (267,801.00) --- (267,801.00)Brought forwardUnabsorbed depreciation (07-08) (53,806.00) --- (53,806.00)Others (loss on sale of Fixed assets) (48,566.00) 25,760.00 (48,566.00)Total ( 6,873.00) 82,680.00 75,807.00

5.0 RELATED PARTY DISCLOSUREDisclosure of Related Party as per AS-18 issued by the Institute of Chartered Accountants of India.

Name of the Party Relationship Description Amount between parties (Rs. In Lacs)

1. Max Heights Two of the Directors Share Inv. `25.00Developers Pvt. Ltd. are common

2. Max Heights Township One of the Director Share Inv. ` 60.00 & Projects Pvt. Ltd. are Common

(Subsidiary Company)

3. Icon Realcon Pvt Ltd. One of the Director Share ` 74.00 are Common Application

4. Satish Chander Narang Director is Rent ` 3.00& Sons HUF Karta of HUF

5. Manan Narang Director Remuneration ` 6.00

6. Nidhi Narang Sister of the Director Interest ` 0.08

7. Naveen Narang Director Interest ` 1.03


6.0 DEBTORS & CREDITORS

Balances appearing as Debtors & Creditors are subject to confirmation.

7.0 CURRENT ASSETS

In the opinion of the Management, current assets, loans & advances have the value on realization in the ordinary course of business equal to the amount at which they are stated and all known liabilities have been adequately provided for.

8.0 PROVISION FOR INCOME TAX AND FBT

Provision for income Tax of ` 23.91 Lacs has been made in the accounts for the year ending 31st March, 2013, which has been worked out on the basis of taxable income as per the income Tax Act, 1961.

9.0 The quantitative information as required vide Para II of Schedule VI of the Companies Act, 1956 is as under:-

(A) LICENCED CAPACITY, INSTALLED CAPACITY & ACTUAL PRODUCTION

Finished Licensed Installed Capacity Production Production Product Capacity. Certified by the In M.T. In M.T.(Unit) Management and not

verified by the Auditors 2012-2013 2011-2012

N. A. N.A. Nil

(B) VALUE OF IMPORTS ON CIF BASIS ̀ Lakh

2012-2013 2011-2012

1. Capital Goods NIL NIL2. Components & Spare Parts (Manu.) NIL NIL3. Components & Spare Parts ( Trading) NIL NIL

(C) PARTICULARS OF MATERIALS CONSUMED(Figures in brackets are for the Previous Year)

Particulars IMPORTED INDIGENOUS Value of TotalITEMS Value of % of total Value of % of total Consumption

(` Lakh) Consumption (` lakh) Consumption (` Lakh)

Raw Material Nil NilPacking Material Nil NilStores & Spares (Including Trading Consumption) NIL NIL

(D) EXPENDITURE IN FOREIGN CURRENCY ` Lakh

2012-2013 2011-2012

1. Design, Engineering, Procurement, Licence & Know-how NIL NIL2. Others(Purchase and Foreign Travelling) NIL NIL

(E) EARNINGS IN FOREIGN CURRENCY NIL NIL

10.0 REMUNERATION 2012-2013 2011-2012

A. Directors' Remuneration1. Salary 6.00 Lacs 6.00 Lacs2. PF.Contribution Nil Nil3. Leave Salary Nil Nil4. Medical Expenses Nil Nil5. Others Nil Nil

TOTALB. Auditors' Remuneration1. Audit Fees 1.10 Lacs 0.75 LacsTOTAL

11.0 SEGMENTAL REPORTING

The segmental reporting of the company has been prepared in accordance with accounting standard (AS-17), Accounting for Segment reporting issued by The Institute of Chartered Accountants of India.

Segment reporting Policies:-

a) Identification of Segments :- Primary – Business Segment

Before Amalgamation the company was a single segment company. After amalgamation of three Transferor Companies, the company has identified three reportable segments viz. financing of vehicles and other finance, Real Estate business and dealing in stock and shares.

Secondary – Geographical Segments

The company operates entirely in India and hence no geographical segment has been made.

b) Revenue and expenses have been identified to the segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as unallocable expenses.

c) Segment assets and liabilities represents assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as unallocated assets and liabilities

FORMAT FOR SEGMENT REPORTING ( In ̀ Lacs)

Particular Finance Real Estate Stock & Total Activities Shares

EBITDA 45.09 64.18 - 109.27Depreciation 5.94 5.94 - 11.88Operating Profit 39.15 58.24 - 97.39Interest 4.09 16.00 - 20.09EBT 35.06 42.24 - 77.30Less : Provision for Income Tax 23.91less : Prov for Deferred Tax Liability -Less : Provision for FBT -Net Profit Available 53.39



12.0 EARNING PER SHARE

a) Earnings per Share ( EPS) for the year has been computed in accordance with the Accounting Standard – 20 issued by the Institute of Chartered Accountants of India after considering provision for net deferred tax liability/ asset and reversal of provisions no further required for the year.

b) Earning per Share (EPS) for the computation as per AS-20

Profit Available for AppropriationAs per Profit & loss Account 53.39 Lacs

No. of Equity Shares 1,41,36,675 Equity Shares

Nominal Value per Equity Share ` 10/-

Basic and Diluted EPS ( ) 0.38 Per Share

13.0 Cash in hand has been certified by the management at the close of the year.

14.0 Previous year's figures have been regrouped/recast wherever necessary.

15.0 Note “1” to “25” forms the integral part of the balance sheet and profit and loss account.

As per our report of even date For and on Behalf of the BoardFor Deepak Narang & AssociatesChartered AccountantsFirm Reg. No. 016594N

Sd/ Sd/ Sd/-Deepak Narang Naveen Narang Manan NarangFCA Director Managing DirectorM.No. 097348 DIN: 00095708 DIN: 00095714

Date:31-05-2013Place: New Delhi

Sd/-Nitin Gupta

Company Secretary

`


MAX HEIGHTS INFRASTRUCTURE LIMITEDRegd. Off.: SD-65, Tower Apartments, Pitampura, New Delhi-110034

ATTENDANCE SLIP L.F. No.

DP ID

Account ID

No. of Shares Held

I/We hereby record my/our presence at the 32nd Annual General Meeting of the Company to be held on Saturday the 21st day of September, 2013 at 9.00 A.M. at the Narsingh Sewa Sadan, K.P. Block, Community Centre, Pitampura, New Delhi-110034.

Name of the Shareholder

(In Block Letters)

Signature of the Shareholder

Name of the Proxy

(In Block Letters)

Signature of the Proxy

1) You are requested to sign and handover this slip at the entrance.2) If you are attending the meeting in person or by proxy, your copy of the Annual Report may

please be brought by you/your proxy for reference at the meeting.

Notes:

MAX HEIGHTS INFRASTRUCTURE LIMITEDRegd. Off.: SD-65, Tower Apartments, Pitampura, New Delhi-110034

PROXY FORM

L.F. No.

DP ID

Account ID

No. of Shares Held

I/We.....................................................................................of.............................................................................

.............................................................................................................................................................................

...........................being a member/members of MAX HEIGHTS INFRASTRUCTURE LIMITED hereby appoint

...........................................................................................of...............................................................................

.............................................................................................................................................................................

...........................................................or failing him/her........................................................................................

of........................................................................................................................................................... ...............

....................................................................................... as my/our proxy to vote for me/us on my/our behalf at

the 32nd Annual General Meeting of the Company to be held on Saturday, the 21st day of September 2013,

at 9.00 A.M. or any adjournment thereof

Signed this.................................day of..........................2013.Please

Affix` 1

RevenueStampNote : This form in order to be effective should be stamped, completed and signed and must be

lodged at the Registered Office of the Company not less than 48 hours before meeting.

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