Directors Report of Mahaveer Infoway Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company
(''the Company'') along with the audited "Financial statement for the "Fiscal Year ended March 31,
2024.The Consolidated performance of the Company and its subsidiaries has been referred to
where required.

1. Financial performance:

The performance during the period ended 31st March, 2024 has been as under:

(Amount In Lakhs.)

PARTICULAR Standalone Consolidated

	2023-2024	2022-2023	2023-2024	2022-2023
Turnover/Income (Gross)	541.31	410.56	541.31	410.56
Other Income	29.41	9.38	29.38	9.38
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	-14.67	59	-14.87	59
Less: Depreciation/ Amortization/ Impairment	10.85	6.43	13.65	6.43
Profit /loss before Finance Costs, Exceptional items and Tax Expense	-25.52	52.57	-28.52	52.57
Less: Finance Costs	13.10	11.61	12.90	11.61
Profit /loss before Exceptional items and Tax Expense	(38.62)	40.96	-41.42	40.96
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	(38.62)	40.96	(41.42)	40.96
Less: Tax Expense (Current & Deferred)	(2.8)	8.03	4.04	8.03
Profit /loss for the year (1)	(38.90)	32.93	(45.47)	32.93
Total Comprehensive Income/loss (2)	-	-	-	-
Total (1 2)	(38.90)	32.93	(45.47)	32.93
Balance of profit /loss for earlier years	-	-	-	-
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend paid on Preference Shares
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	(38.90)	32.93	(45.47)	32.93

2. Overview & state of the company’s affairs:

Revenues — Standalone

During the year under review, the Company has recorded an income of Rs. 541.31 (In Lakhs)
and loss of Rs. 38.90 (In lakhs) as against the income of Rs. 410.56 (In Lakhs) and Profit of
Rs. 32.93(in lakhs) in the previous financial year ending 31.03.2023. The Company is looking
forward for good profit margins in near future.

Revenues — Consolidated

During the year under review, the Company has recorded an income of Rs. 541.31 (In Lakhs)
and loss of Rs. 45.47 (in lakhs) as against the income of Rs. 410.56 (in lakhs) and Profit of Rs.
32.93 (in lakhs) in the previous financial year ending 31.03.2023. The Company is looking
forward for good profit margins in near future.

3. Dividend

Keeping the Company''s growth plans in mind, your directors have decided not to recommend
dividend for the financial year 2023-2024.

4. Transfer to reserves

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement The
Company ensures that critical information about the Company is available to all the investors,
by uploading all such information on the Company''s website.

6. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred during the end of the Financial Year of the Company to which
the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the Regulators,
Courts or Tribunals, which impacts the going concern status and company''s operations in
future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and
Education and Protection Fund for the financial year ended 31st March 2024.

9. Details of utilization of funds:

During the year under review, the Company has not raised any funds through Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2023¬
24.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March

31.2024 and as such, no amount of principal or interest on public deposits was outstanding as
on the date of the balance sheet.

14. Subsidiary companies/Associate Companies:

The Company has no subsidiary/Associates Companies as on March 31,2024.

15. Companies which have become or ceased to be subsidiaries:

M/s. Mahaveer Telecom Private Limited was struck off due to Non-functional subsidiary for
several years. which resulted in its ceasing to be a subsidiary of the company with effect from

14.02.2024

16. Declaration from Independent Directors on Annual Basis:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under subsection
(6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent
Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company''s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

17. 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 and SEBI Listing
Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted to evaluate the performance of
non-independent directors, the board as a whole and the Chairman of the Company, taking
into account the views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

18. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of
Directors.

19. Authorised and paid-up capital of the company:

The Authorized Share Capital of the Company is Rs. 6,00,00,000/-(Rupees Six Crores only)
divided into 60,00,000 equity shares (Sixty Lakhs only) of Rs. 10/- each.

The Paid -up capital of the company is Rs. 5,50,90,000/- (Rupees Five Crore Fifty Lakh and
Ninety Thousand only) divided into 55,09,000 equity shares (Fifty Five Lakh and Nine Thousand
only) of Rs.10/- each.

20. Directors and key managerial personnel:

As on date of this report, the Company has Six Directors, out of which three are Independent
Directors including one women director and two are executive directors, and one non-executive
Director.

a) Appointment/Re-appointment/Resignation of Directors of the Company

• Appointment of Mrs. Monika Ashish Rathi as company secretary and Compliance officer
of the company with effect from 14.02.2024

• Re- Appointment of Mr. Ashok Kumar Jain as Managing Director of the company with
effect from 07.08.2023

• Completion of tenure of Mr. Budhi Prakash Toshniwal and Mr. Vinit Maharia as Independent
Director of the company w.e.f. 26.03.2024

• Appointment of Mr. Satish khemchand khivsara as an Independent director of the company

• Appointment of Mr. Dhirendra Kumar Jain as an Independent director of the company

• Re- Appointment of Mrs. Kanika Suri as an Independent Director of the company

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Mr. Ashok Kumar Jain, Managing Director of the company.

• Mr. Vijay Jain, Executive Director of the company.

• Mrs. Monika Ashish Rathi as company secretary and Compliance officer of the company.

21. Board meetings &directors’ attendance:

The Board of Directors duly met 5(Five) times i.e. 29 May, 2023 , 10 August, 2023 , 14
November, 2023,14February, 2024 and 26 March 2024. The maximum time gap between any
two Board meetings during this period did not exceed 120 days at any point in time.

SL Name of the Director Category Attendance Particulars

No			Meetings held	Board Meetings
			during the Year	attended
1.	Mr. Ashok Kumar Jain	Managing Director	5	5
2.	Mr. Vijay Jain	Executive Director	5	5
3.	Mr. Vinit Maharia	Non-Executive Director	5	5
4.	Mr. Budhi Prakash Toshniowal	Non-Executive Director	5	5
5.	Mr. Jeetender Kumar Bhansali	Non-Executive Director	5	5
6.	Mr. Harinarayan Vyas	Non-Executive Director	5	5
7.	Mrs. Kanika Suri	Non-Executive
		Independent Director	5	5
8.	Mr. Dhirendra Kumar Jain	Non - Executive
		Independent Director	—	—
9.	Mr. Satish Khemchand Khivsar	aNon - Executive
		Independent Director

22. Committees of the board:

The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship
Committee, Nomination & Remuneration Committee and Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing
of terms of service for Committee members are taken by the Board of Directors. Details on the
role and composition of these Committees, including the number of meetings held during the
financial year and the related attendance, are provided in Boards Report:

23. Audit committee:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18
of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177
of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and,
inter-alia, includes

i. Oversight of the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and
approval for payment for any other services;

iii. Reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments existing as on the date of coming into
force of this provision.

iv. Review with the management and statutory auditors of the annual financial statements before
submission to the Board with particular reference to:

(a) Matters required to be included in the directors'' responsibility statement to be included in
the Board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by
management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

v. Review of the quarterly and half yearly financial results with the management before submission
to the board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized
for purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

vii. Review and monitor statutory auditor''s independence and performance and effectiveness of
audit process;

viii. Approval or any subsequent modification of transactions with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Review of valuation of undertakings or assets of the company wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Review with the management, statutory auditors and the internal auditors about the nature and
scope of audits and of the adequacy of internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure,
coverage and frequency of internal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-
holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience
and background, etc. of the candidate

xx. Review of the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

(c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses;

(e) The appointment, removal and terms of remuneration of the Chief Internal Auditor; (f)
Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

• Annual statement of funds utilized for purposes other than those stated in the offer document/
prospectus in terms of Regulation 32(7) of the Listing Regulations.

xxi. Carrying out any other function as may be referred to the Committee by the Board.

xxii. Authority to review / investigate into any matter covered by Section 177 of the Companies Act,
2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer document/
prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

The Audit Committee of the Company is constituted in accordance with the provisions of
Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All
members of the Committee are financially literate, withMr. Budhi Prakash Toshniwal as Chairman
of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its members
during the financial year ended 31^st March 2024 are as under:

Name Designation Category No of No of

			Meetings held	Meetings attended
Mr. Budhi Prakash Toshniwal*	Chairman	NED(I)	4	4
Mr. Vinit Maharia*	Member	NED(I)	4	4
Mr. Harinarayan Vyas*	Member	NED(I)	4	4
Mrs. Kanika Suri	Member	NED(I)	4	4
Mr. Dhirendra Kumar Jain#	Chairman	NED(I)	NA	NA
Mr. Satish Khemchand Khivsara#	Member	NED(I)	NA	NA
*Retire w.e.f 26.03.2024

# appointed w.e.f 26.03.2024

The Audit Committee met 4 times during the financial year 2023-24 and the gap between any two
meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 29
May, 2023, 10 August, 2023, 14 November, 2023 and 14 February, 2024. Requisite quorum was
present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational,
Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company
which were presented to the Committee. The Chairman of the Audit Committee briefed the Board
members on the significant discussions which took place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
held on 22^ndSeptember, 2023.

24. Nomination and remuneration committee: The Nomination and Remuneration Committee
(‘NRC'') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing
Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

To approve the fixation/revision of remuneration of Executive Directors of the Company and
while approving:

a. To take into account the financial position of the Company, trend in the industry, appointee''s
qualification, experience, past performance, past remuneration etc.

b. To bring out objectivity in determining the remuneration package while striking a balance
between the interest of the Company and the Shareholders.

c. To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the Board
their appointment and /or removal.

d. To carry out evaluation of every Director''s performance.

e. To formulate the criteria for determining qualifications, positive attributes and independence of
a Director, and recommend to the Board a policy, relating to the remuneration for the Directors,
key managerial personnel and other employees.

f. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis
of such evaluation, prepare a description of the role and capabilities required of an independent
director. The person recommended to the Board for appointment as an independent director
shall have the capabilities identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c. consider the time commitments of the candidates.

g. To formulate the criteria for evaluation of Independent Directors and the Board.

h. To recommend/review remuneration of the Managing Director and Whole-time Director(s)
based on their performance and defined assessment criteria.

i. devising a policy on diversity of board of directors;

j. whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.

k. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

There was two (2) Nomination and Remuneration Committee Meetings held during the financial
year 2023-2024 on14.02.2024 and 26.03.2024.

Name Designation Category No of No of

			Meetings held	Meetings attended
Mr. Vinit Maharia*	Chairman	NED(I)	2	2
Mr. Budhi Prakash Toshniwal*	Member	NED(I)	2	2
Mrs. Kanika Suri	Member	NED(I)	2	2
Mr. Harinarayan Vyas*	Member	NED(I)	2	2
Mr. Dhirendra Kumar Jain #	Chairman	NED(I)	--	--
Mr. Satish Khemchand Khivsara # ’Retire w.e.f 26.03.2024	Member	NED(I)	--	--

# appointed w.e.f 26.03.2024

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence
of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance
with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis,
appropriate skills, knowledge and experience required of the Board as a whole and its individual
members. The objective is to have a board with diverse background and experience that are
relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as:

• General understanding of the Company''s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting of the
Board in every financial year and thereafter whenever there is a change in the disclosures
already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of
having a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at
time of appointment/ re-appointment and the Board shall assess the same annually. The Board
shall re-assess determinations of independence when any new interest or relationships are
disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant
expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company
[or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or
associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship
with the listed entity, its holding, subsidiary or associate company, or their promoters, or
directors, during the 68[three] immediately preceding financial years or during the current
financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate
company during the three immediately preceding financial years or during the current
financial year of face value in excess of fifty lakh rupees or two percent of the paid-up
capital of the listed entity, its holding, subsidiary or associate company, respectively, or
such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, in excess of such amount as may be specified during the three
immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of
any third person to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, for such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross turnover
or total income: Provided that the pecuniary relationship or transaction with the listed
entity, its holding, subsidiary or associate company or their promoters, or directors in
relation to points (A) to (D) above shall not exceed two percent of its gross turnover or
total income or fifty lakh rupees or such higher amount as may be specified from time to
time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of
the listed entity or its holding, subsidiary or associate company [or any company belonging to
the promoter group of the listed entity,] in any of the three financial years immediately preceding
the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel,
the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of —

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity
or its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its
holding, subsidiary or associate company amounting to ten per cent or more of the gross
turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed
entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two per cent
or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in
Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way that it does not interfere
with their role as Director of the Company. The NR Committee shall take into account the
nature of, and the time involved in a director service on other Boards, in evaluating the suitability
of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not
more than 3 listed companies in case he is serving as a whole-time Director in any listed
Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than
5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included

and all other companies including private limited companies, foreign companies and companies
under Section 8 of the companies Act, 2013 shall be excluded.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,
recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered and individual performance.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and
other employees of the Company.

1.2 Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in

accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the
Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel
3.1.1The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee
and Annual performance bonus will be approved by the committee based on the achievement
against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall limits
approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board
and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related
commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1 Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration shall be determined within the appropriate grade and shall be based on various
factors such as job profile skill sets, seniority, experience and prevailing remuneration levels
for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed
by the Board and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/
P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company
adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director
The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the
Directors, the report on Evaluation was submitted to the Board. And based on the report, the
Board of Directors has informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to

contribute to effective Board performance. Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere
with their role as director of the company. The NR Committee shall take into account the nature
of and the time involved in a director''s service on other Boards, in evaluating the suitability of
the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall

be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not

more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5

committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s
relationship committee of all public limited companies, whether listed or not, shall be included
and all other companies including private limited companies, foreign companies and companies
under section 8 of the companies Act, 2013 shall be excluded

25. Stakeholder’s relationship committee: Terms of reference of the committee comprise of
various matters provided under Regulation 20 of the Listing Regulations and section 178 of the
Act, 2013 which inter-alia include:

(i) Resolving the grievances of the security holders of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.

(ii) Proactively communicate and engage with stockholders including engaging with the institutional
shareholders at least once a year along with members of the Committee/Board/ KMPs, as may
be required and identifying actionable points for implementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(v) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/
statutory notices by the shareholders of the Company.

(vi) Such other matter as may be specified by the Board from time to time.

(vii) Authority to review / investigate into any matter covered by Section 178 of the Companies Act,
2013 and matters specified in Part D of Schedule II of the Listing Regulations.

The SRC Committee met 4 times during the financial year 2023-24 and the gap between any
two meetings did not exceed 120 days. The dates on which the SRC Committee Meetings held
were: 29 May, 2023, 10 August, 2023, 14 November, 2023 and 14 February, 2024. Composition
of committees and member''s attendance at the meetings during the year are as under:

Name Designation Category No of No of

Meetings Meetings
held attended

Mr. Vinit Maharia*	Chairman	NED(I)	4	4
Mr. Budhi Prakash Toshniwal*	Member	NED(I)	4	4
Mrs. Kanika Suri	Member	NED(I)	4	4
Mr. Harinarayan Vyas*	Member	NED(I)	4	4
Mr. Dhirendra Kumar Jain #	Chairman	NED(I)	--	--
Mr. Satish Khemchand Khivsara #	Member	NED(I)	--	--

*Retire w.e.f 26.03.2024
# appointed w.e.f 26.03.2024

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE
YEAR 2023-24:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31,2024.	NIL
Complaints pending as on March 31,2024.	NIL
Number of Share transfers pending for approval, as on March 31,2024.	NIL

26. Risk Management Committee: -

The Company has an effective risk management procedure, which is governed at the highest
level by the Board of Directors. However, to further strengthen & streamline the procedures
about risk assessment and minimization procedures, the Board of Directors voluntarily
constituted a Board level Risk Management Committee (RMC).

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mrs. Kanika Suri Member NED(I)

Mr. Dhirendra Kumar Jain Chairman NED(I)

Mr. Satish Khemchand Khivsara Member NED(I)

Role and responsibilities of the committee includes the following:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation.

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect
to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known and emerging
risks have been identified and mitigated or managed.

27. Statutory audit and auditors report

The members of the Company in accordance with Section 139 of the Companies Act, 2013
have passed a resolution for appointment of M/s. Kalyana & Co., Chartered Accountants,
Statutory Auditor of the company for a period of 5 years in the AGM held on 22^nd September
2023 to hold office up to the conclusion of 37^th AGM of the Company to be held for financial
year 2027-28.

The Auditors'' Report for fiscal year 2023-2024 does not contain any qualification, reservation
or adverse remark.The Auditors'' Report is enclosed with the financial statements in this Annual
Report. The Company has received audit report with unmodified opinion for both Standalone
and Consolidated Audited Financial Results of the Company for the Financial Year ended
March 31,2024 from the statutory auditors of the Company.

28. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations
of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates,
Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the Company, for
conducting the Secretarial Audit for financial year ended March 31,2024

The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Company Secretaries
(CP No. 22563 ) for the financial year ended March 31, 2024. The Report given by the
Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report.

Secretarial Auditors Qualification:

The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial
Year ended 31st March, 2024 and the explanations of the management are tabulated below:

1. The Company has not appointed Chief Financial Officer for the during the financial year 2023-24.	We acknowledge the observation regarding the absence of a CFO during the financial year 2023-24. We are committed to addressing this matter promptly. We will review our internal processes and take appropriate steps to ensure that a suitable candidate as CFO be appointed.
2. The Statutory auditor did not have peer review certificate for audit verification.	We acknowledge the auditor''s observation regarding the missing peer review certificate for audit verification. Company has obtain the Certificate for subsequent years.

3. The company has not provided Board Meeting & Committee Meeting Agenda and Board Meeting Minutes & Audit Committee Minutes & Nomination Remuneration Committee Minutes & Stake Holder Committee Minutes for Audit verification.	The Company has maintained Minutes of Board meeting and committee meetings with Registered office of the company, in Physical, now we have started to kept physical and digital data storage of aforesaid documents.
4. The company has not maintained the statutory registers as per the provision of the companies act, 2013.	We kept this as registered place as well digital copy of the same has stored in supervision of Company Secretary of the company.
5. Mr. Vinit Maharia and Mr. Hari Narayan Vyas and Mrs. Kanika Suri an independent directors (ID) have not registered/renew ID data bank maintained by Institute of Corporate Affairs (IICA) with in stipulated period.	We acknowledge the auditor''s observation concerning the non-registration or renewal of Mr. Vinit Maharia, Mr. Hari Narayan Vyas. our independent directors, with the ID databank maintained by the Institute of Corporate Affairs (IICA) within the stipulated period. We assure you that we will promptly address this matter. We will ensure that all necessary registrations and renewals are completed in compliance with regulatory requirements. Mrs. Kanika Suri who is independent director was registered with the ID bank from (14/03/ 2024 to 13/03/2029)
6. Acknowledgement for sending the notices of the Meeting of the Board and Committees is not maintained by the company.	We have shared all the notices electronically.
7. The company has not maintained the attendance register for Board and committee meeting.	The Register of Attendance for Board and committee have been duly kept and stored at the Register office and also in the digital format.
8. Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.	We regret the delay, which was primarily attributed to internal changes within the company. We have taken this matter seriously and have since reviewed and improved our internal processes to ensure timely and accurate filing of all required E Forms with the ROC in the future

29. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and
activities of the Company. The Statutory auditor did not have peer review certificate for audit

verification. Company was undertaken by Mr. Madhu Bandru as Internal Auditor of the
Company. Deviations are reviewed periodically and due compliance was ensured. Summary
of Significant Audit Observations along with recommendations and its implementations are
reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were
no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

30. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.

31. No Frauds reported by statutory auditors:

During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

32. Declaration by the Company:

None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

33. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

34. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company''s
website URL: https://www.minfy.com.

35. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read
with Regulation 25 of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the IDs of the Company have registered themselves with the India Institute of Corporate

Affairs (IICA), Manesar and have included their names in the databank of Independent Directors
within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

36. Internal Financial Control;

Your Company has well laid out policies on financial reporting, asset management, adherence
to Management policies and also on promoting compliance of ethical and well-defined standards.
The Company follows an exhaustive budgetary control and standard costing system. Moreover,
the management team regularly meets to monitor goals and results and scrutinizes reasons for
deviations in order to take necessary corrective steps. The Audit Committee which meets at
regular intervals also reviews the internal control systems with the Management and the internal
auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations
and follow up actions are discussed with the Management as also the Statutory Auditors and
the Audit Committee reviews them regularly

37. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.
1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.

38. Director''s Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that for the financial year ended March 31,2024:

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the
applicable accounting standards and schedule III of the Companies Act, 2013 have been
followed and there are no material departures from the same;

b) the Directors have 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 your Company as on 31 March 2024 and of the profit and loss of the
Company for the financial year ended 31 March 2024;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company
and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed
and that such systems were adequate and operating effectively.

39. Composition of CSR Committee and Contents of CSR Policy:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of
Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

40. Risk Management:

The Board of Directors had constituted Risk Management Committee to identify elements of
risk in different areas of operations and to develop policy for actions associated to mitigate the
risks. The Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continual basis.

41. Credit & guarantee facilities:

The Company has been availing facilities of Credit and Guarantee as and when required, for
the business of the Company, from Axis Bank of INR 1.25 Crore was given by the Axis Bank.

42. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with
International and Domestic investors through structured conference-calls and periodic investor/
analyst interactions like individual meetings, participation in investor conferences, quarterly
earnings calls and analyst meet from time to time. The Company ensures that critical information
about the Company is available to all the investors, by uploading all such information on the
Company''s website.

43. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm''s
length basis and were in the ordinary course of business. During the financial year 2023-24,
there were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large. The transactions with the
related parties are routine and repetitive in nature.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-II to this
report.

44. Corporate governance and shareholders information:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the
Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

45. Vigil mechanism/ whistle blower policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations. The Company promotes ethical behaviour and has put in place a mechanism for
reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle¬
blower policy under which the employees are free to report violations of applicable laws and
regulations and the Code of Conduct. Employees may report their genuine concerns to the
Chairman of the Audit Committee. During the year under review, no employee was denied

access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to
report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013. The same has been placed on the website of the Company https://www.minfy.com.

46. Statement showing the names of the top ten employees in terms of remuneration Drawn and
the name of every employee as per rule 5(2) & (3) of the companies (appointment &
remuneration) rules, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in this Report.

The Statement containing the particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

47. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013
the ratio of remuneration of (Mr. Ashok Kumar Jain), Managing Director of the Company to the
median remuneration of the employee is 2:1.

48. Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year
under review.

49. Insurance:

The properties and assets of your Company are adequately insured.

50. Non-executive directors'' compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the independence
of the Directors.

51. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.

52. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company.

53. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively. During the year under review, the Company
was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings
of the Board of Directors" and "General Meetings", respectively.

54. Corporate insolvency resolution process initiated under the insolvency and bankruptcy
code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the
Insolvency and Bankruptcy Code, 2016, during the year under review.

55. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

56. CEO/ CFO Certification:

Certification from the Managing Director on the financial statements u/r regulation 17 (8) of
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023¬
2024 is annexed in this Annual Report.

57. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended
from time to time, the Company has formulated a Code of Conduct for Prevention of Insider
Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure
of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website
of the Company athttps://www.minfy.com.

58. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The Company
always endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for identification,
reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC")
has been set up by the senior management (with women employees constituting the majority).
The ICC is responsible for redressal of complaints related to sexual harassment and follows
the guidelines provided in the Policy.

During the financial year ended March 31,2024, no complaints pertaining to sexual harassment
have been received.

59. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our
website https://www.minfy.com.

60. Deviations, if any observed-on funds raised through public issue, preferential Issue
etc:

During the year under review, company has not raised any funds from public or through
preferential allotment.

61. Details of application made or proceeding pending under insolvency and bankruptcy
code, 2016:

During the year under review, there were no applications made or proceedings pending in the

name of the Company under Insolvency and Bankruptcy Code, 2016.

62. Details of difference between valuation amount on one time settlement and Valuation
while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.

63. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green
initiatives, electronic copy of the Notice of 33^rd Annual General Meeting of the Company are
sent to all Members whose email addresses are registered with the Company/Depository
Participant(s). For members who have not registered their e-mail addresses, physical copies
are sent through the permitted mode.

64. Event Based Disclosures:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

65. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your directors also thanks the employees at all
levels, who through their dedication, co-operation, support and smart work have enabled the
company to achieve a moderate growth and is determined to poise a rapid and remarkable
growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks
and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL,
CDSL, Banks etc. for their continued support for the growth of the Company.

For and on behalf of the Board of
Mahaveer Infoway Limited

Sd/- Sd/-

Date: 07.08.2024 Vijay Jain Ashok Kumar Jain

Place: Hyderabad Director Managing Director

(DIN:02321195) (DIN:00043840)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 24th (Twenty Fourth) Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(In Rupees)

PARTICULAR 2014-2015 2013-2014

Total Income 622,661,113.00 779,797,477.00

Total Expenditure 619,865,745.00 776,903,471.00

Profit Before Tax 2,795,368.00 2,894,006.00

Provision for Tax 1,113,839.00 978,867.00

Profit after Tax 1,681,530.00 1,915,138.00

Profit Brought From Previous Year 12,428,781.00 10,513,644.00

Profit available for appropriation 14,110,311.00 12,428,782.00

Provision for Proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet 14,110,311.00 12,428,782.00

During the year under review, the Gross Revenue of the Company decreased to Rs. 2,795,368/- compared to Rs. 2,894,006/- in the previous year. The Profit after tax for the year decreased to Rs. 1,681,530/- compared to Rs. 1,915,138/- in the previous year.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date presenting of Board's Report. (i.e. 14/08/2015)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

5. BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 30/05/2014, 08/08/2014, 10/11/2014, 02/12/ 2014, 12/02/2015 and 31/03/2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year 2014-15, Ms. A Neelima Reddy was confirmed as Director in Independent Capacity in Last Annual General Meeting Held on 30/09/2014.

During the year, Mr. Harinarayan Vyas was appointed as Additional Director on 31st March, 2015. Now the Board proposes to appoint as Independent Director.

Details of Re-Appointment /Appointment of the Director:

Name of the Director Mr. Harinarayan Vyas

Date of Birth 27/11/1961

Date of Appointment 31/03/2015

Qualifications Graduate

No. of Shares held in the Company 2700

Directorships held in other companies (excluding private limited and foreign companies) NIL

Positions held in mandatory committees of other NIL companies

Mr. Vijay Jain (Executive Director) retire by rotation and, being eligible, offer himself for re- appointment. The Board recommend the re-appointment for approval of the Members.

7. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

The Terms and Conditions of Appointment of the Independent Directors are subject to the extant provisions of the following:

i. Applicable laws, Including the Companies Act, 2013 ('2013 Act'); and

ii. Clause 49 of the Listing Agreement (as amended from time to time); and

iii. Articles of Association of the Company.

a) Appointment:-

* The appointment will be for the period mentioned in their appointment letter ("Term"). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.

* As Independent Directors, they will not be liable to retire by rotation.

* Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

* The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

b) Role, Duties and Responsibilities:-

* As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:

a. Requirements under the Companies Act, 2013;

b. "Responsibilities of the Board" as outlined in the Corporate Governance requirements as prescribed by Stock Exchanges under Clause 49 of the Listing Agreement, Accountability under the Director's Responsibility Statement.

* They shall abide by the 'Code For Independent Directors' as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166) and in Clause 49 of the Listing Agreement.

* They are particularly requested to provide guidance in their area of expertise.

c) Time Commitment:-

They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

d) Remuneration:-

* As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time to time.

* In addition to the Sitting Fees, Commission that may be determined by the Board may also be payable to them. In determining the amount of this Commission, the Board supported by the Nomination and Remuneration Committee may consider performance of the Company and their performance as evaluated by the Board.

* Further, the Company may pay or reimburse to the Director such expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to the expense being reasonable, professional advice from independent advisors in the furtherance of their duties as Independent Directors.

e) Code of Conduct:-

* As Independent Directors of the Company, they agree to comply with the Code of Conduct for Non-Executive Directors (NEDs).

* Unless specifically authorised by the Company, they shall not disclose company and business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.

* Their obligation of confidentiality shall survive cessation of their respective directorships with the Company.

* The provisions of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Code of Conduct on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors.

* Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.

* All Directors are required to sign a confirmation of acceptance of the Code of Conduct for NEDs as adopted by the Board on annual basis.

f) Training and Development:-

* The Company may, if required, conduct formal training program for its Independent Directors.

* The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board.

g) Performance Appraisal / Evaluation Process:-

* As members of the Board, their performance as well as the performance of the entire Board and its Committees will be evaluated annually.

* Evaluation of each director shall be done by all the other directors.

* The criteria for evaluation shall be disclosed in the Company's Annual Report.

* However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

h) Disclosures, Other Directorships and Business Interests:-

* During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary.

* During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.

i) Changes of Personal Details:-

During the Term, they shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

j) Disengagement:-

* They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later.

* Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term (subject to compliance of relevant provisions of the 2013 Act) upon Violation of any provision of the Code of Conduct as applicable to NEDs, Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act.

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

DEFINITIONS:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

* Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

* Chief Financial Officer;

* Company Secretary; and

* Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

OBJECTIVE:

The objective of the policy is to ensure that

* The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

* Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

ROLE OF THE COMMITTEE:

The role of the NRC will be the following:

* To formulate criteria for determining qualifications, positive attributes and independence of a Director.

* To formulate criteria for evaluation of Independent Directors and the Board.

* To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

* To carry out evaluation of Director's performance.

* To recommed to the Board the appointment and removal of Directors and Senior Management.

* To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

* To devise a policy on Board diversity, composition, size.

* Succession planning for replacing Key Executives and overseeing.

* To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

* To perform such other functions as may be necessary or appropriate for the performance of its duties.

APPOINTMENT AND REMOVAL:

* The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

* A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

* The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM /TENURE:

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

c) EVALUATION:

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

d) REMOVAL:

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

e) RETIREMENT:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION:

1) Remuneration to Managing Director / Whole-time Directors:

* The Remuneration/ Commission etc. to be paid to Managing Director/ Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

* The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

* The Non-Executive/ Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

* All the remuneration of the Non- Executive/ Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

* An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

* Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

* The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

* The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

* The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

* The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

* The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION:

* The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

* The Committee may Delegate any of its powers to one or more of its members.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Budhi Prakash Toshniwal, Mr. Vinit Maharia, Mr. Harinarayan Vyas and Ms. A Neelima Reddy, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013. (Annexure 2)

9. COMPOSITION OF COMMITTEES:

I. AUDIT COMMITTEE:

a) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

b) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

i. Any changes in accounting policies and practices;

ii. Qualification in draft audit report;

iii. Significant adjustments arising out of audit;

iv. The going concern concept;

v. Compliance with accounting standards;

vi. Compliance with stock exchange and legal requirements concerning financial statements and

vii. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

c) The previous Annual General Meeting of the Company was held on 30/09/2014 and Chairman of the Audit Committee, attended previous AGM.

d) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014- 2015, (5) Five meetings of the Audit Committee were held on the 30.05.2014, 08.08.2014, 10.11.2014, 02.12.2014 and 12.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category

Mr. Budhi Prakash Toshniwal Chairmen NED (I)

Mr. Vinit Maharia Member NED (I)

Ms. A Neelima Reddy Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Mr. Budhi Prakash Toshniwal 5 5

Mr. Vinit Maharia 5 5

Ms. A Neelima Reddy 5 5

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

II. NOMINATION & REMUNERATION COMMITTEE:

The Details of Composition of the Committee are given below:

Name Designation Category

Mr. Vinit Maharia Chairmen NED (I)

Mr. Budhi Prakash Toshniwal Member NED (I)

Ms. A Neelima Reddy Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Mr. Vinit Maharia 4 4

Mr. Budhi Prakash Toshniwal 4 4

Ms. A Neelima Reddy 4 4

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The Amount of remuneration including Sitting Fees paid to the Executive and Non-Executive Directors for the financial year 2014-2015 is Rs. 14,52,000/-.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Ms. A Neelima Reddy Chairperson NED (I)

Mr. Budhi Prakash Toshniwal Member NED (I)

Mr. Vinit Maharia Member NED (I)

Mr. Harinarayan Vyas Member NED (I)

Name No.of Meetings No.of Meetings Held Attended

Ms. A Neelima Reddy 4 4

Mr. Budhi Prakash Toshniwal 4 4

Mr. Vinit Maharia 4 4

Mr. Harinarayan Vyas Appt. w.e.f. from 31.03.2015

NED (I) : Non Executive Independent Director

B. Powers:

The Committee has been delegated with the following powers:

1. To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

2. To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s).

3. Consolidate and sub-division of share certificates etc.

4. To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

5. The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

6. The Company has designated an exclusive e-mail ID called [e-mail] for redressal of shareholders' complaints/grievances.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:-

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors 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 at the end of the financial year and of the profit of the company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY AUDITORS:

M/s. Kalyana & Co., Hyderabad, Statutory Auditors of the Company retire at the ensuing annual general meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Kalyana & Co., Hyderabad as the Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

12. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

13. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report of the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act, 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go: (In Lakhs)

Foreign Exchange Earnings : 28.59

Foreign Exchange Outgo : NIL

15. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

16. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. Minfy Technologies Private Limited (Formerly known as 'Mahaveer Projects Private Limited') and M/s. Mahaveer Telecom Private Limited are the subsidiaries of the company.

18. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report. (FORMAT IN ANNEXURE 1)

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans:-

During the Year, The Company has given Short Term Loan to its Subsidiaries, Mahaveer Telecom Private Limited of Rs. 5249514/- and Minfy Technologies Private Limited of Rs. 3273102/-.

Investment:-

During the Year, Your Company has invested in the Contribution of Techminfy Info Solutions LLP of Rs. 50,000/-.

Credit & Guarantee Facilities:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Axis Bank Ltd. Personal Guarantees were given by:

1. Mr. Ashok Kumar Jain - Managing Director

2. Mr. Vijay Jain - Director

3. Mr. Rajender Kumar Jain - Director

4. Mr. Jeetendra Kumar Bhansali - Director

5. Mr. Ramesh Prasanna Dixit - Director

Executive Director without any consideration for obtaining Bank Guarantees.

24. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

26. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.minfy.com.

Your Directors draw attention of the members to Note 1.19 to the financial statement which sets out related party disclosures. (Annexure 3)

27. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 31st March, 2015 without attendance of Non-Independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the Performance of Non-Independent Directors and the Board as a whole;

(b) Review of the Performance of the Chairperson of the Company, taking into account the views of executive Directors and Non-Executive Directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(d) The meeting also reviewed and evaluated the performance of Non-Independent directors. The company has 5 (Five) Non-Independent Directors namely:

1. Mr. Ashok Kumar Jain - Managing Director

2. Mr. Vijay Jain - Director

3. Mr. Rajender Kumar Jain - Director

4. Mr. Jeetendra Kumar Bhansali - Director

5. Mr. Ramesh Prasanna Dixit - Director

The meeting recognized the significant contribution made by Non- Independent Directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

the company has performed exceptionally well by regular attendance of Directors in meetings and by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

28. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Ahmedabad Stock Exchange where the Company's Shares are listed and Bombay Stock Exchange where company has Indonext Trading Agreement.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

31. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

32. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

33. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received : Nil

* No. of complaints disposed off : Nil

35. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Mahaveer Infoway Limited

Sd/- Sd/- Place: Hyderabad Ashok Kumar Jain Rajender Kumar Jain Date: 14/08/2015 Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2013-2014 2012-2013 (in Rs.) (in Rs.)

Sales and Services 721,853,872 513,708,554

Income From IT Activities 24,974,633 19,964,547

Other Income 32,968,972 26,595,250

Profit before tax 2,894,006 2,454,067

Provision for Tax (Including Deferred Tax) 978,867 87,619

Profit After Tax 1,915,138 2,366,450

Profit Brought From Previous Year 10,513,644 81,47,194

Profit available for appropriation 12,428,782 10,513,644

Dividend on Equity Shares NIL NIL

Provision Corporate Dividend Tax NIL NIL

Balance carried to Balance Sheet 12,428,782 10,513,644

OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Company has recorded a turnover of Rs. 72.19 Crores in the current year and made a net profit of Rs. 19.15 lacs compared to Rs. 51.37 Crores and 23.66 lacs respectively for the financial year 2012-13.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

OPERATIONS:

The performance of the company during the year under review has been satisfactory. The company is making all its efforts to get further orders apart from the existing one.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of BSE Limited.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 6,00,00,000 divided into 60,00,000 equity shares of Rs. 10/- each. The Paid up capital of the company stands at Rs. 5,50,90,000/- divided Into 55,09,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2014 - M/s. Minfy Technologies Private Limited (Formerly known as Mahaveer Projects Private Limited) and Mahaveer Telecom Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. Jeetendra Kumar Bhansali, Mr. Rajender Kumar Jain and Ms. A Neelima Reddy for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.minfy.com

During the year, Ms. A Neelima Reddy was appointed as Additional Director w.e.f. 30.09.2013 to hold office up to the date of ensuing annual general meeting. Pursuant to notice in writing by member along with requisite deposit, your directors recommend the appointment.

During the year, Mr. Hanuamandas Malu resigned from the board w.e.f. 30.07.2013 and Mr. Vijay Kumar Taori, Director passed away during the year. The Board placed on record its sincere appreciations for the valuable services rendered by them during their tenure as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 45.46 Lakhs

Foreign Exchange Outgo : Rs. NIL

PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co., Chartered Accountants, Hyderabad retires at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation for the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Mahaveer Infoway Limited

Sd/- Place: Hyderabad Ashok Kumar Jain Date: 08.08.2014 Managing Director (DIN: 00043840)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2012-2013(in Rs.) 2011-2012(in Rs.)

Sales and Services 513,708,554 23,35,88,440

Income From IT Activities 19,964,547 80,95,324

Other Income 26,595,250 3,95,27,437

Profit before tax 2,454,067 31,97,520

Provision for Tax (Including Deferred Tax) 87,619 10,50,418

Profit After Tax 2,366,450 21,47,102

Profit Brought From Previous Year 81,47,194 76,00,766

Profit available for appropriation 10,513,644 97,47,868

Dividend on Equity Shares NIL 13,77,250

Provision Corporate Dividend Tax NIL 2,23,424

Balance carried to Balance Sheet 10,513,644 81,47,194

OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Company has recorded a turnover of Rs. 51.37 crores in the current year and made a net profit of Rs. 23.66 lacs compared to Rs. 23.35 crores and 21.47 lakhs respectively for the financial year 2011-12. The Company has been continuously working to improve the performance to a greater extent by diversifying business activities into telecom and education sector.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of BSE Limited.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 6,00,00,000 divided into 60,00,000 equity shares of Rs10/- each. The Paid up capital of the company stands at Rs. 5,50,90,000 divided Into 55,09,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2013 - Mahaveer Projects Private Limited and Mahaveer Telecom Private Limited

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. Ramesh Prasanna Dixit and Mr. Vijay Kumar Taori, Directors of the Company who retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend their re-appointment.

During the year Mr. Hanuman Das Malu retired from the Board of the company. We place on record our deep sense of appreciation for the services rendered by Mr. Hanuman Das Malu during his tenure as a Board member.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 28.80 Lakhs

Foreign Exchange Outgo : Rs. 542.22 Lakhs

PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration exceeds the limits as prescribed under 217(2A) of the Companies Act, 1956. Therefore, the disclosures required under section 217(2A) read with the Companies (Particulars of employees) Rules, 1975 are not applicable.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co., Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation for the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

and on behalf of the Board of Mahaveer Infoway Limited Sd/- Place: Hyderabad Ashok Kumar Jain Date: 30.07.2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report with Audited Statements of Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS:

The financial results of the company are as follows:

PARTICULARS 2011-2012(in Rs.) 2010-2011(in Rs.)

Sales and Services 23,35,88,440 23,74,13,548

Income From IT Activities 80,95,324 34,47,367

Other Income 3,95,27,437 3,57,67,819

Profit before tax 31,97,520 1,18,13,402

Provision for Tax (Including Deferred Tax) 10,50,418 36,33,771

Profit After Tax 21,47,102 81,79,631

Profit Brought From Previous Year 76,00,766 26,33,124

Profit available for appropriation 97,47,868 1,08,12,755

Dividend on Equity Shares 13,77,250 27,54,500

Provision Corporate Dividend Tax 2,23,424 4,57,488

Balance carried to Balance Sheet 81,47,194 76,00,766



OPERATIONS AND PROSPECTS: REVIEW OF OPERATIONS:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

The Company has recorded a turnover of Rs. 23.35 crores in the current year and made a net profit of Rs. 5.46 lacs compared to Rs. 23.74 crores and 49.67 Lakhs respectively for the financial year 2010-11. The Company has been continuously working to improve the performance to a greater extent by diversifying business activities into telecom and education sector.

DIVIDEND:

Your directors recommend a final dividend of Rs.0.25. per share for your approval.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING/TRADING:

The equity shares of your company are listed on the Ahmedabad Stock Exchange and are being traded on IndoNext Model of Bombay Stock Exchange.

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs. 60,000,000 divided into 6,000,000 equity shares of Rs10/- each. The Paid up capital of the company stands at Rs. 55,090,000 divided Into 5,509,000 equity shares of Rs.10/- each.

SUBSIDIARY COMPANY:

The Company has 2 (Two) Indian Subsidiaries as on 31.3.2012. Mahaveer Projects Private Limited and Mahaveer Telecom Private Limited

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DIRECTORS:

During the year, Mr. Budhi Prakash Toshniwal and Mr. Vijay Jain, Directors of the Company who retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 10.55 Lakhs

Foreign Exchange Outgo : Rs. 612.80 Lakhs

PARTICULARS OF EMPLOYEES:

As the Company is not having any employee during the year under review, the disclosures required to be made under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS:

M/s. Kalyana & Co.,Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and being eligible has expressed their willingness for re-appointment. Your directors propose the appointment of M/s. Kalyana & Co., Chartered Accountants, as statutory auditor to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Central and State Governments, for their kind co- operation and constructive policies. They are thankful to Consortium of Bank, Financial institutions and investors for extending the support to the Management. Your Directors place on record their appreciation of the invaluable contribution made by the employees to the success of your Company.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, Ashok Kumar Jain, Managing Director of the Company do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of

Mahaveer Infoway Limited

Sd/-

Place: Hyderabad Ashok Kumar Jain

Date: 03.08.2012 Managing Director