Max Heights Infrastructure Ltd Directors Report

To,

The Members

Max Heights Infrastructure Limited

Your directors have pleasure in presenting the 43rd Directors Report of your Company together with the Audited Statement of Accounts and the Report of Auditors of your company for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

a) FINANCIAL RESULTS:

(Amount in lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Total Income	2,289.76	604.13	2,311.86	722.62
Total Expenses	2,247.22	580.35	2,257.92	901.35
Pro t (Loss) before tax	42.54	23.78	53.94	(178.73)
Tax Expenses
Current Tax	11.32	2.14	11.32	2.14
Earlier years tax	-	-	-	-
Deferred Tax	0.41	0.73	0.41	0.89
Pro t/(Loss) after Tax	30.81	20.91	42.21	(181.57)
Net Pro t Transferred to Reserves	30.81	20.91	42.21	(181.57)
Earnings per share
Basic	0.20	0.13	0.20	0.13
Diluted	0.20	0.13	0.20	0.13

(b) (i) Highlights of the Companys Performance (Standalone) for the year ended 31st March, 2024 are as under:

During the year, the Company recorded a Total Revenue of Rs. 2,289.76 Lakhs (previous year Rs. 604.13 Lakhs). The Company recorded a Net Pro t of Rs. 30.81 Lakhs during the financial year ended 31st March, 2024 as compared to a Net Pro t of Rs. 20.91 Lakhs in the previous year.

PERFORMANCE HIGHLIGHTS OF STANDALONE FINANCIAL STATEMENT

(ii) Highlights of the Companys Performance (Consolidated) for the year ended

31st March, 2024 are as under:

During the year, the Company recorded a Total Consolidated Revenue of Rs. 2,311.86 Lakhs (previous year Rs. 722.62 Lakhs). The Company recorded a profit of Rs. 42.21 Lakhs during the financial year ended 31st March, 2024 as compared to a loss of Rs. 181.57 Lakhs in the previous year.

(c) Segment-wise position of business and its operations;

	Standalone		Consolidated
Particulars	Year ended 31.03.2024	Previous Year Ended 31.03.2023	Year ended 31.03.2024	Previous Year Ended 31.03.2023
Segment Revenue (net 1 sale/income from each segment should be disclosed under this head)
(a) Segment Real Estate	2,255.00	597.00	2,276.00	711.44
(b) Segment Finance	31.03	7.13	32.12	6.97
(c) Segment Shares	-	-	-	-
Total	2,286.03	604.13	2,308.12	718.41
Less: Inter Segment	-	-	-	-
Revenue
Revenue From Operations	2,286.03	604.13	2,308.12	718.41
2Segment Results (Pro t) (+) / Loss (-) before tax and interestfrom each segment)
(a) Segment Real Estate	144.79	182.47	165.79	265.58
(b) Segment Finance	31.03	7.13	32.12	6.97
(c) Segment Shares	-	-	-	-
Total Pro t before tax	175.82	189.60	197.91	272.55
Less: (i) Finance Cost	38.46	82.26	38.83	368.50
(ii) Other Un- allocable	94.82	83.56	105.14	82.78
Expenditure net off un- allocable income
Pro t Before Tax	42.54	23.78	53.94	(178.73)
3Capital Employed (Segment Assets-Segment Liabilities)
(a) Segment-Real Estate	2,725.30	3,211.65	2,725.30	2,600.05
(b) Segment -Finance	575.37	58.21	575.37	58.17
(c) Segment-Shares	-	-	-	-
Total Capital Employed	3,300.67	3,269.86	3,300.67	2,664.22

(d) Share Capital:

Authorized Share Capital:

The Authorized Share Capital as on 31st March, 2024 stood at Rs. 17,00,00,000/- (Rupees Seventeen Crore only) divided into 17000000 (One Crore Seventy Lakh) equity shares of Rs. 10/-(Rupees Ten Only)each. During the year under review there was no change reported in the authorized share capital of the company.

Paid Up Share Capital:

The company is having only 1 (One) class of share i:e, Equity Share and the paid upset capital as on 31 March, 2024 stood at Rs. 15,60,92,250/- (Rupees Fifteen Crore Sixty Lakh Ninety Two Thousand Two Hundred Fifty only) divided into 15609225 (One Crore Fifty Six Lakh Nine Thousand Two Hundred Twenty Five) equity shares of Rs. 10/- (Rupees Ten Only) each. During the year under review there was no change reported in the paid up share capital of the company.

(e) Inter-Se Transfer between Promoters of the Company:

During the financial year, Mr. Manan Narang, being the Promoter of the Company has

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executed a gift deed dated 18 January, 2024 and have transferred his entire

shareholding of 819001 equity shares comprises of 5.25% of the paid up share capital of

the company to his Mother, Mrs. Sumitra Narang, also is part of the Promoters of the

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company. The said transfer took effect on 1 February, 2024.

Mrs. Sumitra Narang has submitted her report under Regulation 10(7) of SEBI

(Substantial Acquisition of Shares and Takeover) Regulations, 2011 to SEBI along with st the requisite fees thereof on 21 February, 2024.

Both the Promoters, Mr. Manan Narang and Mrs. Sumitra Narang has duly submitted

their disclosures to the company and to BSE Limited under Regulation 7(2) of SEBI

(Prohibition of Insider Trading) Regulations, 2018 and Regulation 29(2) of SEBI

(Substantial Acquisition of Shares and Takeover) Regulations, 2011.

The disclosures and reports as received from the above mentioned promoters has been

duly submitted to the Stock Exchange by the company within the prescribed timelines.

The said inter-se transfer was in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011, SEBI (Prohibition of Insider Trading) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The inter-se transfer disclosures and reports are also available on the website of the company i:e, on www.maxheights.com and the website of BSE Limited, where the companys shares are listed i:e, on www.bseindia.com.

(f) Reclassi cation of Promoters:

Mr. Manan Narang, Promoter of the company has submitted his request for re-

classifying him from the Promoter Category to Public Category. The company has

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received the said request on 2 February, 2024.

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The Board of Directors at their Board Meeting held on 10 February, 2024 has discussed the said reclassi cation request in detail and decided to submit the reclassi cation application with BSE Limited.

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The company on 2 March, 2024 has submitted the said application along with the

requisite fees to BSE Limited.

As on the date of this report, the said application is pending for approval and Mr. Manan

Narang is continuing to be the Promoter of the company.

(g) Transfer to Reserves in Terms of Section 134(3)(J) of The Companies Act, 2013:

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For the Financial Year ended 31 March, 2024, the Company has not proposed to carry

any amount to the General Reserve Account.

The company has transferred the net profit for the financial year 2023-24 to the Surplus

Account of the Company.

(h) Dividend:

To conserve the funds for future prospects, the Board of Directors has not recommended

dividend on the equity shares of the Company.

Transfer to Investor Education and Protection Fund ("IEPF"):

During the year under review, the company has initiated the following process:

1. Transfer of Unpaid/unclaimed dividend pertaining to base year 2015-16 to IEPF:

The company has declared the interim dividend for the financial year 2015-16

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on 22 December, 2015. The amount which was left unpaid/unclaimed for the

period of 7 consecutive years was liable to get transferred to IEPF. The

company initiated the transfer of the said amount via ling e-form IEPF-1 to

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Registrar of Companies-Delhi on 19 March, 2024 and the said dividend

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amount was transferred to the IEPF Account on 22 March, 2024.

2. Transfer of Shares to IEPF:

The company was required to transfer the equity shares to IEPF on which the

dividend was unpaid/unclaimed for the 7 consecutive years. The company

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executed the corporate action on 13 March,2024 and further on 29 March,

2024 has led the e-form IEPF-4 to Registrar of Companies-Delhi for effecting

such transfer.

(i) Material Changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There no material changes has been occurred between the end of the financial year to

which the financial statements relates and the date of the report.

2. PUBLIC DEPOSITS:

During the year under review, your Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: I. Changes in Directors as on the date of this report:

l Mr. Naresh Kumar Mansharamani (DIN: 07160387) was appointed as

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an Independent Director in the 41 AGM by the approval of members of the Company for a tenure of 5 years. But due to other work assignments Mr. Naresh Kumar Mansharamani express his unwillingness to continue on the Board of the Company and tendered his resignation w.e.f. 10th April 2023 and board approved his resignation.

l On recommendation of Nomination and Remuneration Committee, Mr. Sanyam Tuteja (DIN: 08139915)and Mr. Manoj Kumar Pahwa (DIN:

00398839) were appointed as an Additional Directors at Independent

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Capacity in the Board Meeting held on 12 August, 2023.

l The appointment of Mr. Sanyam Tuteja (DIN: 08139915) and Mr. Manoj Kumar Pahwa (DIN: 00398839) were approved/regularized by the

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shareholders in their 42 Annual General Meeting held on 26

September, 2023.

II. Changes in Key Managerial Personnel as on the date of this

report:

l Ms. Kajal Goel (Membership No: A66838) Company Secretary and

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Compliance Of cer has resigned from her office w.e.f 25 August, 2023 and as per her resignation submitted to the Board there were no other reason for her resignation.

l Ms. Sonali Mathur (Membership No: A62205) was appointed as the

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Company Secretary and Compliance Of cer with effect from 25

August, 2023.

(b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Act and the Articles of

Association of the Company, Mrs. Mansi Narang (DIN: 07089546), retires by

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rotation at the ensuing 43 Annual General Meeting ("AGM") of the Company and, being eligible, offers herself for re-appointment. Your Board has recommended her re-appointment.

(c) Code of conduct of Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. Further, the Board of Directors and Senior Management Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ended 31st March, 2024.

(d) Declaration of Independence by the Independent Directors:

A declaration has been received by the Independent Directors of your Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent

Directors prescribed in Schedule IV to the Act.

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

(e) Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Naveen Narang (DIN: 00095708), Managing Director and Chief Financial Of cer and Ms. Sonali Mathur, Company Secretary and Compliance Of cer of the Company.

(f) Attributes, qualifications and appointment of Directors:

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

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

(g) Remuneration Policy:

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

(h) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In a separate meeting of independent directors, performance of Non-Independent Directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive director and non-executive directors.

4. NUMBER OF BOARD MEETINGS:

Nine (9) Meetings of the Board were held during the financial year 2023-24. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES AND MEETINGS:

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

	Mr. Shubham Mittal,
Audit Committee	Chairperson*
	Mr. Gourav, Chairperson**
	Mr. Naveen Narang, Member
	Mr. Manoj Kumar Pahwa, Member***
	Mr. Gourav, Chairperson
Nomination and Remuneration Committee	Mr. Shubham Mittal, Member*
	Mrs. Mansi Narang, Member
	Mr. Manoj Kumar Pahwa, Member**

* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company we.f 15th June, 2024.

** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via

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passing Circular Resolution dated 18 June, 2024.

Stakeholders Relationship Committee	Mrs. Mansi Narang, Chairperson
	Mr. Gourav, Member
	Mr. Shubham Mittal,
	Member*
	Mr. Manoj Kumar Pahwa,
	Member**

* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company we.f 15th June, 2024.

** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via

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passing Circular Resolution dated 18 June, 2024.

Details of the Committee Meetings are available in the Corporate Governance Report

section of the Annual Report.

6. DIRECTORSRESPONSIBILITYSTATEMENT:

As required under Section 134(5) of the Act, your Board of Directors to the best of their

knowledge and ability con rm that:-

i. in the preparation of the Annual Accounts, the applicable accounting standards

have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudents as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company

and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. CONSOLIDATED FINANCIALSTATEMENTS:

In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Subsidiary, the Audited Consolidated Financial Statements is provided in the Annual Report.

Further, this is to inform the members that Icon Realcon Private Limited, the Subsidiary

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of your company ceases to be the subsidiary as on 30 December, 2023 due to increase in its paid up share capital. Hence, the accounts of Icon Realcon Private Limited has been consolidated till the above-mentioned date.

8. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March, 2024, your Company has 1 (One) Subsidiary Company i.e., Icon

Realcon Private Limited.

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However, on 30 December, 2023, Icon Realcon Private Limited raised its capital via right issue and your company declined to subscribe to the said rights and in view of the same, the shareholding of Max Heights Infrastructure Limited comes down to 15%

approx., hence Icon Realcon Private Limited ceases to be the subsidiary of your

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company w.e.f 30 December, 2023.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Companys subsidiary in the Form no. AOC-1 is attached herewith as Annexure-II which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company.

The policy determining the material subsidiaries as approved is available on the website

of the Company at web link: http://www.maxheights.com/Policies.aspx#

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company provides a gender friendly workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an Internal Complaints Committee accordingly. During the year under review, there were no cases led pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure-III.

11. LISTING INFORMATION:

The Equity Shares of the Company are listed on BSE Limited ("BSE") and Calcutta Stock Exchange Limited ("CSE"). However, the Application for delisting of the equity shares of the Company from the CSE is pending with the Exchange.

The payment of listing fees for the year 2023-24 and 2024-25 has been made to BSE

Limited.

12. DEMATERIALIZATION OF SHARES:

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

the Company is INE393F01010.

13. REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-IV to the Boards Report.

The Certificate issued by M/s. Chitranjan Agarwal & Associates., Chartered Accountants in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-IV(d) to the Boards Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year 2023-24, the provisions of Section 135(1) of the Act read with

the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

15. RISK MANAGEMENT:

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, nancials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/of cers responsible for the day- to-day conduct of the affairs of the Company, which lead to identi cation of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

16. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and internal auditors. The Audit Committee reviews the internal audit ndings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

CHANGES IN THE INTERNAL AUDITOR DURING THE FINANCIAL YEAR 2023-24:

a. Ms. Kajal Goel (Membership No: A66838) has tendered her resignation as

Internal Auditor of the Company w.e.f 25th August, 2023.

b. Ms. Sonali Mathur (Membership No: A62205) has been appointed as the

Internal Auditor of the Company w.e.f 25th August, 2023.

The Internal Auditor has submitted her report for the half year ended on 30th September, 2023 and 31st March, 2024 which was placed before the Audit Committee and the Board in their duly convened meeting(s).

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments under Section 186 of the Act have been disclosed in the Financial Statements and forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

18. RELATED PARTY TRANSACTIONS:

During the year under review, all the contracts / arrangements/ transactions entered by the Company with related parties were in ordinary course of business/on an arms length basis.

The details in AOC-2 of transactions entered into by the Company with its related party

are provided in Annexure-V to this Report.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT

/ TRIBUNALS:

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

Further, the company had applied for compounding under Section 441 of Companies Act, 2013, The object of the joint application was to obtain the approval of the Honble Regional Director for the compounding of offences committed under section 149 read with Schedule IV of the Companies Act, 2013 for non-compliance of the provisions of the Section 149 of Companies Act, 2013 for appointment of Mr. Ashok Ahuja (DIN

07287378) as Independent Director w.e.f. 30th September 2015.

The Regional Director after hearing passed the Compounding Order on 3rd May, 2023.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website at http://www.maxheights.com/AnnualReport.aspx.

21. STATUTORY AUDITORS AND AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and

Auditors) Rules, 2014, as amended from time to time, M/s. Chitranjan Agarwal &

Associates (FRN-029812N), Chartered Accountants were appointed as Statutory Auditor of the Company for a period of 5 year in accordance with Section 139 of Companies Act, 2013 from the conclusion of 41st Annual General Meeting to hold the office till the conclusion of the 46th Annual General Meeting of the Company to be held in year 2027 at such remuneration plus applicable taxes, as may be mutually agreed between the said Auditors and Board of Directors of the Company.

The auditor has not reported any quali cation/observation in his audit report.

22. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR

ADVERSE REMARK:

The Audit Report issued by M/s Chitranjan Agarwal & Associates, Statutory Auditors of the Company is self-explanatory and do not call for any further clarification or comment by the Board.

23. COST RECORDS:

The Company is not required to maintain cost records in terms of Section 148 of the Act

read with the Companies (Cost and Audit) Rules, 2014.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Anuradha Malik (M.NO: A60626; CoP: 27205), Practicing Company Secretary, to undertake the Secretarial Audit of the Company, for the Financial Year 2023-24. The Secretarial Audit Report issued by Ms. Anuradha Malik, Practicing Company Secretary, in MR-3 is provided under Annexure-VI to this Report.

The Report issued by Ms. Anuradha Malik is self-explanatory and do not call for any

further clari cation.

25. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES

ACT, 2013:

The Statutory Auditor of the Company have not reported any matter under Section

143(12) of the Companies Act, 2013.

26. MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), is presented in a separate section forming a part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and xtures were made during the financial year 2023-24.

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

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

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

(II) No technology was/is imported during the last 3 years reckoned from the

beginning of the Financial Year,

(III) Expenditure incurred on research and development NIL

28. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or out flow during the Financial Year 2023-

24.

29. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders. The helpline will serve as an avenue for the Reporters to blow the whistle in case they come across any unethical or fraudulent activity happening in the organization.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities. The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

The details of the Policy on Vigil Mechanism and Whistle Blower Policy, as approved by the Board have been stated in the Report on Corporate Governance available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:

There is no application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 (31 of 2016) during the year.

31. FINANCIAL YEAR:

The Company follows the financial year commence from 1st April and ends on 31st

March of subsequent year.

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 1st April, 2023 to 31st March, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial

Standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the

committed services by the Companys executives, staff and workers.

By Order of Board of Directors
For Max Heights Infrastructure Limited
Sd/-	Sd/-
Naveen Narang	Mansi Narang
Managing Director and CFO	Director
DIN: 00095708	DIN: 07089546
	st
Max Heights Infrastructure Limited	21 June, 2024
Regd. Off.: SD-65, Pitampura, New Delhi-110034	Place: Delhi
CIN: L67120DL1981PLC179487
E-Mail ID: maxinfra1981@gmail.com, cs@maxheights.com