Marg Ltd Auditor Reports

To

The Members of MARG LIMITED

Report on the Standalone Ind AS Financial Statements Qualified Opinion.

We have audited the accompanying standalone Ind AS financial statements of MARG LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

In our opinion and to the best of our information and according to the explanations given to us, except or the effects of thematter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Standalone Ind AS financial position of the Company as at 31st March, 2021, and its loss (financial performance including other Comprehensive Income), Changes in Equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified undersection143(10) of the Companies Act, 2013. Our responsibilities under those Standards arefurther described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under the provisions ofthe Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.

1. Attention is invited to Note 31 of the Statement, Phoenix ARC Private Limited, Financial Creditor, filed a petition u/s 7 of the Insolvency and Bankruptcy Code, 2016 against one of its subsidiary company M/s. New Chennai Township Private Limited (Corporate Debtor) with National Company Law Tribunal (NCLT). The NCLT has allowed the petition filed by financial creditor and ordered to commence corporate insolvency resolution process against the said company under I&B Code 2016 in NCLT Order No. CP/636/IB/CB/2017 dated 5th July, 2019. The NCLT has appointed Mr. L K Sivaramakrishnan as Interim Resolution Professional (IRP) vide order dated 5th July, 2019. Mr. L K Sivaramakrishnan has assumed the status of Interim Resolution Professional (IRP) and issued a public notice on 8th July, 2019. Pursuant to Section 17 of the IBC, 2016 the power of Board of directors has been suspended and vested with IRP. The Resolutions Professional had formed Committee of Creditors (COC). The

COC discussed the need for extension of Corporate Insolvency Resolution Process in the 06th COC meeting. After a detailed deliberation, the COC informed that since there were no viable Resolution Plan and put of the resolution for voting to file an application under Section 33(1)(a) read with Section 33(2) to initiate liquidation proceeding against the Corporate Debtor under Insolvency and Bankruptcy Code 2016. The Resolution professional has filed an application with NCLT for passing an order of liquidation in the light of the final decision taken by COC of the Corporate Debtor. During 8th COC meeting held on 17th June 2021, COC members has discussed various proposal received and also enquired about proposal from promoters and agreed to submit revised 12A proposal. COC has informed Resolution Professionals to check with Honble NCLT whether liquidation application can be withdrawn or take shelter under RBI moratorium period, we are unable to comment on the impact if any, on the investments in Equity Shares of Rs.120 Crores and Advances Rs.355.42 Crores pertaining to this subsidiary as on 31st March 2021. The Company has not made any impairment provision in the value of investments and no loss allowance on loans and advances and accrued interest.

2. Attention is invited to Note 33b, Tata Capital Financial Services limited, Financial Creditor, filed a petition u/s 7 of Insolvency and Bankruptcy Code, 2016 against one of the Subsidiary Company M/s. Arohi Infrastructure Private Limited. The NCLT has allowed the petition filed by financial creditor and ordered to commence corporate insolvency resolution process against the said company under I&B Code 2016 in NCLT Order No. CP/672/(IB)/2017 dated 20th March,2018. The NCLT has appointed Mr S. Rajendran as Interim Resolution Professional (IRP) vide order dated 20/03/2018. Mr S. Rajendran has assumed the status of Resolution Professional (RP) on said date and issued a public notice on 23/03/2018. Pursuant to Section 17 of the IBC, 2016 the power of Board of directors has been suspended and vested with IRP. Further the resolution plan could not be submitted within the prescribed time allowed. NCLT has passed on order on 05th December 2018 to liquidate Arohi Infrastructure Private Limited and appointed Mr S.Rajendran as Liquidator. In view of the order of the NCLT the company should have made the provision of Rs. 0.10Crores as diminution in value of the investment in equity of Arohi Infrastructure Private Limited and Loans and Advances of Rs. 10.90Crores. However, the company has not made impairment provisions in the books for the amount of said investment and no loss allowance on loans and advances and accrued Interest total aggregating to Rs. 10.90 Crores. Had these provisions been made the Loss would have been increased to that extent. The Promoter has identified an Investor and submitted a settlement proposal. The identified investor has a made an upfront payment of Rs.1.80 Crores to show its bonafide interest in the settlement proposal. Joint Memo has been filed on 22nd June 2021 by the Financial Creditor and Promoter for an adjournment.

3. Attention is invited to Note 28; the company has not provided for interest for the year ended 31st March, 2021 on certain borrowings from Banks and Financial institutions and also on loans that are assigned to Asset Reconstruction Companies (ARCs), which in our opinion, the Company has not followed accrual system of accounting and Disclosure of accounting policy is not in accordance with Ind AS 1-Presentation of Financial Statement to this extent. We are unable to comment upon the settlement of finance cost on the aforesaid loans and carrying value of the aforesaid loans and the consequential impact, if any that may arise on the above said matters.

4. Attention is invited to Note 31-33 of the Financial Statement; the company has not charged interest for the year ended March 31, 2021 on loans that are given to Subsidiaries, which in our opinion, the Company has not followed accrual basis of accounting and Disclosure of accounting policy is not in accordance with Ind AS 1-Presentation of Financial Statement to this extent.

5. Attention is invited to Note 31-33 of the Financial Statement, to the standalone financial results, regarding the Companys non-current investment (including deemed investment) in subsidiaries / step down subsidiaries (unquoted Equity Shares) and other companies aggregating Rs.566.93 Crores for the quarter and year ended March 31, 2021. The Company has not made impairment provision in the books of accounts on investment as required. We are unable to comment on the impact if any, on this investment for the year ended March 31, 2021.

6. The Company has investment in Karaikal Port Private Limited (unquoted equity shares) with a carrying value at cost of Rs.249.79 Crores. The Company has not done fair valuation of this investment as required by Ind AS 109 “Financial Instrument”. In the absence of fair valuation report, we are unable to comment on the impact if any, on this investment as at March 31, 2021. The Company has accumulated losses and net worth has been fully eroded, the Company has incurred loss during current and previous financial periods, the Companys current liabilities exceeded its current assets as on 31st March 2021, which indicates the existence of material uncertainty that may cast a significant doubt about the companys ability to continue as going concern. On 21 March 2015 Indian Bank, in their capacity as lead consortium banker, invoked the share pledge and transferred the underlying 164,492,000 equity shares and 37,900,000 Compulsorily Convertible Preference Shares placed by Marg Limited as collateral security towards the term loans taken by the Company on account of repayments defaults. Consequently, the percentage holding of Marg Limited in the equity share capital of the Company has reduced to 7.70%. However, pursuant to a court order, there prevails a restriction on any further transfer of such shares by Indian Bank. The Company has not passed any entry for the financial effects in the books of accounts in respect of the above transfer of shares.

7. Attention is invited to Note 34(c); The Company has not provided for Rs. 9.71 Crores relating to work in progress for EPC work done which remain unbilled as on 31st March, 2021 and Management fee of Rs. 12.22 Crores not acknowledged by one of its erstwhile subsidiary, Karaikal Port Private Limited. Consequently, the loss for the year ended 31st March, 2021 are understated by Rs. 21.93 Crores Accumulated Reserves and Current assets as on 31st March, 2021 are overstated by the same amount.

8. Attention is invited to Note 37; The Company did not obtain / receive statements, balance confirmation for most of the current and other accounts maintained with various banks. The companys bank accounts were attached by Income Tax Investigation Wing during search conducted at the various premises/sites of the company in Financial Year 2017-2018. The company is in the process of lifting the bank attachment.

9. The company did not obtain/ receive balance confirmation from Banks/ARCs, most of the customers/creditors and other parties including loans and advances other than related parties for the balances as on 31st March, 2021. Hence, we could not obtain external confirmations as required in SA-505, Standards on Auditing and are unable to comment on adjustments or disclosures, if any, that may arise.

10. No provision is made for the liability, if any, towards the interest payable to vendors under Micro, Small and Medium Enterprises Development Act 2006. The impact on non-provision of such interest on the financial statements/ results cannot be quantified due to lack of the required information.

Key Audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we have determined that there are no key audit matters to communicate in our report.

Emphasis of Matters

Without qualifying our opinion, we draw attention to the following notes to standalone Ind AS financial statements:

1) Note 30, regarding preparing Standalone Ind AS financial statements on ‘Going concern basis. The accompanying Standalone Ind AS financial statements have been prepared on a going concern basis, after giving due considerations to all matters more fully explained in the said note. Our opinion is not modified in respect of this matter.

2) Note 31-33, regarding investments in and advances and receivables due from its subsidiaries aggregating to Rs. 1,191.55 Crores (PY Rs. 1,190.16 Crores) as on 31st March, 2021. No provision for diminution/recoverability is considered necessary for reasons stated therein.

3) Note 34, regarding deductions made/amount withheld by some customers aggregating to Rs.0.93 Crores (PY Rs.1.06 Crores) which are being carried as trade receivables. The company is also carrying work-in-progress/inventory of Rs.20.23 Crores (PY Rs.20.23 Crores) and assets withheld at site of Rs.7.03 Crores (PY Rs.7.03 Crores) relating to these customers. These balances are subject matter of Arbitration and ultimate outcome of the above matters cannot presently be determined. However, the Company is of the view that such amounts are recoverable and hence no provision is required there against. Our opinion is not modified in respect of this matter.

4) Uncertainties relating to recoverability of trade receivables overdue for more than one year amounting to Rs.69.66 Crores which according to the management is fully recoverable. Further the recoverability of trade receivables which are under arbitration amounting to Rs. 27.92 Crores which according to the Management will be awarded fully in Companys favour on the basis of the contractual tenability, progress of arbitration and legal advice. Our opinion is not modified in respect of this matter.

5) Note No. 29(a) & 29(d)& 35, The company has signed settlement plan with Edelweiss Asset Reconstruction Company Ltd (EARC) (Acting as Trustee of EARC Trust) for various group of loans assigned to the above said ARC for repayment of principal dues of Rs.540 Crores as Sustainable Debt over a period of 3 years from the date of signing this settlement letter by disposing of various assets. Out of Unsustainable portion of Rs.423.74 Crores, Rs.100/- Crores shall be converted to 24.99% of Equity shares of the Company. Remaining Unsustainable portion shall be written-off over the period in the same proportion of payment of Sustainable Debt. Marg Ltd has allotted Equity shares 1,26,99,533 nos. equivalent to Rs.78.33 Crores to various Edelweiss Trust on 28th September, 2018 based as a part of condition precedent of settlement plan signed with Edelweiss Asset Reconstruction Company Ltd (EARC). Edelweiss Asset Reconstruction Company ltd had subsequently withdrawn the settlement plan executed with Marg Ltd on account of non-fulfilment of conditions precedent to the settlement plan. The Company has yet to execute Master Restructuring Agreement with Edelweiss Asset Reconstruction Company. However, the Company has submitted 12A proposal during CIRP and 95.96% of COC members have accepted the proposal for settlement of Rs.550/- Crores.

6) Note 28(b) in the financial results, which describes the managements assessment of the impact of uncertainties related to COVID 19 and its consequential effects on the business operations of the Company. Our opinion is not modified in respect of this matter.

Information other than the Standalone Financial Statements and Auditors Report thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the standalone Ind AS financial statements and our auditors report thereon. Our opinion on the Ind AS standalone financial statements doesnt cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Ind AS Financial Statements The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with Ind As and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone Ind AS financial statements, management is responsible for assessing the Companys ability to continue as a Going Concern, disclosing, as applicable, matters related to Going Concern and using the Going Concern basis of accounting unless management either intends to liquidate the company or to cease the operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Companys standalone financial reporting process.

Auditors Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement, whether due to fraud or error, and to issuean auditors report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of thesefinancial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act, 2013, we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management. Conclude on the appropriateness of managements use of the going concern basis ofaccounting and,based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease tocontinue as a going concern. Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence, and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine thosematters that were of most significance in the audit of the financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in our auditorsreport unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated inour report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (‘the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure ‘A, statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations, except for the matters described in the Basis of qualified opinion paragraph, which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion,except for the matters described in the Basis of qualified opinion paragraph, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, except for the effect of the matters described in Basis of qualified opinion paragraph above, the aforesaidstandalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) The Going Concern matter described in the paragraph (1), under the Emphasis of matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company. f) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act. g) With respect to the adequacy of the internal financial controls over financial reporting of the company and operating effectiveness of such controls as on 31st March, 2021, refer to our separate report in Annexure B. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements Refer Note 29 (b), (e),(f),(g)and Note 34 to the financial statements;

ii. The Company has made provisions, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any on long-term contracts including derivative contracts.

iii. There were no amounts which are required to be transferred to the Investor Protection Fund by the Company.

	For A.R.KRISHNAN & ASSOCIATES
	Chartered Accountants
	Firms Reg No:009805S
	A SENTHIL KUMAR
	Partner
	Membership No: 214611
	UDIN:21214611AAAAGK5941
Place : Chennai
Date : 29/06/2021

ANNEXURE-A TO AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF MARG LIMITED:

1) The fixed assets register of the company needs to be updated as on the date of our audit report. a) The fixed assets were physically verified during the year by the management, as per the programme of physical verification of fixed assets over a period of three years which is, in our opinion, reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no serious discrepancies have been noticed on such verification.

b) According to the information and explanations given to us and on the basis of our examination of records of the company, the title deeds of the immovable properties are held in the name of the company. However, the same was offered as collateral for the loan taken by the Company.

2) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals during the year. In our opinion, the frequency of physical verification is reasonable. The material discrepancies noticed on verification have been properly dealt with the books of account. 3) a) The Company has granted unsecured loans to parties covered in the register maintained under section 189 of the Companies Act, 2013. According to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the interests of the company. According to the information and explanations given to us, the principal amount of the loan along with interest in respect of loan granted to the Subsidiary Companies, except three subsidiaries, is repayable on call. The Subsidiaries have made repayments during the year as and when calls were made by the Company. In respect of three subsidiaries, the loan given by the company is subordinated to the secured loans from Banks and Financial Institutions availed by such subsidiaries and accordingly the obligation to repay does not arise during the pendency of said secured loans. c) There is no overdue amount in respect of such loans granted to such companies.

4) According to the information and explanations given to us, the company has complied with the provisions of section 185 and section 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5) In our opinion and according to the information and explanations given to us, the company has not accepted deposits during the year and doesnt have any unclaimed deposits. Therefore, provisions of clause 3 (v) of the Order are not applicable to the company.

6) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government under section 148 (1) of the Companies Act, 2013 have been maintained. We have not carried out a detailed examination of such accounts and records, as we are required to conduct only a general review of the cost records.

7) a) According to the information and explanations given to us and as per the records produced by the company, the company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Value added Tax, Service Tax, and other material statutory dues applicable to it. b) According to the information and explanations given to us and as per the records produced by the company, undisputed amounts payable in respect of Tax deducted at source, Service Tax, Value added Tax and Works Contract Tax, Provident fund& State Insurance and Professional Tax to the extent of Rs.4.11Crores (PY Rs.4.11 crores), Rs.12.14 Crores (PY Rs.12.14 Crores), Rs.1.24 Crores (PY Rs.1.24 Crores), Rs.0.50Crores (PY Rs.0.50 Crores) and Rs.0.18 Crores (PY Rs.0.18 Crores)respectively, were in arrears as at 31st March 2021, for a period of more than six months from the date they became payable. c) According to the records of the Company and the information and explanation given to us, the dues of Income Tax/Tax deducted at source, which are in dispute, are as follows:-

INCOME TAX: Asst. Year
	Details of Demand				Forum Where Dispute is Pending
	Demand Raised By Dept.	Amount Paid under Protest
		Till 31st March 2020	During 2020-21	Total
2011-12	2,10,89,240	-	-	-	AO u/s 154
2012-13	4,57,10,820	-	-	-	AO u/s 154
Total	6,68,00,060	3,81,15,977	-	3,81,15,977

TAX DEDUCTED AT SOURCE

Asst. Year	Demand	Amount paid under Protest	Forum where Dispute is pending
1996- 97	21,503	4,931	ITO - TDS - 1 (4)
1997- 98	23,68,619	23,17,682	ITO - TDS - 1 (4)
1998- 99	16,28,830	8,42,934	ITO - TDS - 1 (4)
1999- 00	18,57,640	5,81,282	ITO - TDS - 1 (4)
2000- 01	4,42,820	65,440	ITO - TDS - 1 (4)
Total	63,19,412	38,12,269

VAT / CST

Asst. Year		Details of Demand			Forum Where Dispute is Pending
		Amount Paid under Protest
	Demand Raised By Dept.	Till 31st March 2020	During 2020-21	Total
2010-11	1,02,67,080	4,64,584		4,64,584	CST
2011-12	46,81,874	13,67,050		13,67,050	CST
2011-12	2,35,62,473	64,86,925		64,86,925	VAT
Total	3,85,11,427	83,18,559		83,18,559
			TAX DEDUCTED AT SOURCE

8) According to the information and explanations given to us and as per the records produced by the company, the outstanding defaults as on 31st March, 2021 in respect of loans taken from Banks/FIs are as follows: VAT/CST

Bank Name		(Amount inRs. In Crore)
		Period of default
	Less than 90 days	More than 90 days
Standard Chartered Bank	-	65.07
IFCI Venture Capital Funds Ltd	-	15.02
Srei	-	91.38
SICOM	-	29.48
Loans transferred to ARC*	-	890.76
Total	-	1,091.71

*includes Cash Credit facilities, FITL, WCTL and other Term loans transferred to Asset Reconstruction Companies (ARCs) Refer note 29 to Ind AS financial statements.

9) The company has not raised money by way of public offer during the year under review. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

10) According to the information and explanations given to us and to the best of our knowledge and belief, no material fraud on or by the company has been noticed or reported during the course of audit.

11) The company has not paid or provided for managerial remuneration. Hence clause 3 (xi) of the Order is not applicable to the company.

12) The company is not a Nidhi Company. Hence, clause 3 (xii) of the order is not applicable.

13) All transactions with related parties are in compliance with section 177 and section 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

14) The Company hasnt made preferential allotment or Private placement of shares or fully/partly convertibles debentures during the year under review. Hence, clause 3 (xiv) of the order is not applicable to the company

15) The company has not entered into non-cash transactions with the directors or persons connected with them during the year under review.

16) The company is not required to register under section 45-IA of the Reserve Bank of India Act, 1934. Hence clause 3(xvi) is not applicable to the company.

	For A.R.KRISHNAN & ASSOCIATES
	Chartered Accountants
	Firms Reg. No: 009805S
	A SENTHIL KUMAR
	Partner
	Membership No: 214611
	UDIN: 21214611AAAAGK5941
Place: Chennai
Date :29/06/2021

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF MARG LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of MARG Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2021: There were delays in a) Recording of expenses transactions metout of staff Imprest Advances and expenses incurred on behalf of Subsidiary Companies. The Internal Financial Controls were not operating effectively to this extent. A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. In our opinion, except for the effects/possible effects of thematerial weaknesses described above on the achievement of the objectives of the control criteria, the Company hasmaintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2021standalone Ind AS financial statements of the Company, and these material weaknesses do not affect our opinion on the standalone Ind AS financial statements of the Company.

	For A.R.KRISHNAN & ASSOCIATES
	Chartered Accountants
	Firms Reg. No:009805S
	A SENTHIL KUMAR
	Partner
	Membership No: 214611
	UDIN:21214611AAAAGK5941
Place : Chennai
Date :29/06/2021