To
The Shareholders,
Marg Projects and Infrastructure Limited
Directors have pleasure in presenting the 30" Annual Report together with the
Audited Statement of Accounts of your Company for the financial year ended 31st
March 2023.
1. FINANCIAL HIGHLIGHTS
The financial results of the Company for the period ended 31s1 March 2023 is
summarized as below:
(Rs. In Lakhs)
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Income from Operations |
- |
- |
| Non-operating Income |
- |
- |
| Total Income |
- |
- |
| Expenditure |
4.11 |
5.58 |
| Profit/(Loss) (before depreciation, Finance Costs and tax) ( EBIT) |
(4.11) |
(5.58) |
| Finance Costs |
- |
- |
| Depreciation |
0.59 |
1.04 |
| Profit / (Loss) before Tax |
(4.11) |
(5.58) |
| Provision for Income Tax |
- |
- |
| Profit / (Loss) after Tax |
(4.11) |
(5.58) |
2. BUSINESS OPERATIONS OVERVIEW AND FUTURE PROSPECTS
During the period there is no revenue from the operation. Your Company is in process of
taking up projects which will result in revenues and cash flows of the company.
Owing to adverse market conditions, your Company had not taken up any contract during
the period of review. Your Company is looking forward to execute some projects in near
future.
3. PERFORMANCE AND OPERATIONS REVIEW
During the financial year, the Company has a net loss of INR (4,10,843)/- as compared
to the previous years net loss of INR (5,57,891)/-. The Board of Directors of the Company
are hopeful and confident of exploring further possibilities to enhance the performance of
the company at a steady pace.
4. DIVIDEND
Your Directors do not recommend any dividend for the year under review. The policy on
Dividend Distribution is uploaded on companys website and can be accessed via
https://www.marqproiects.com/policv/Dividend Distribution Policv.pdf.
5. TRANSFER OF PROFIT TO RESERVES:
The Company has not earned any profit and hence no profit is transferred to reserves
6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
As on 31st March, 2023, the Company does not have any subsidiary, Joint
Venture or Associate Companies.
7. CHANGE IN THE NATURE OF BUSINESS:
There are no changes that occurred in the nature of business of the Company during the
financial year under review.
8. FIXED DEPOSITS
Your Company has not accepted any deposits from the public.
9. A. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. J. Mohan, Mr. N. Sivakumar and Mr. Selvapandi are the Directors of the Company.
There were no changes in Director and Key Managerial Personnel during the reporting
period.
RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Mr. Selvapandi (DIN- 08709432) is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re- appointment. The Board of Directors, based on the recommendation of
the Nomination and Remuneration Committee has recommended the re-appointment of Mr.
Selvapandi (DIN- 08709432) retiring by rotation.
B. COMPANY SECRETARY
As per Section 203 of Companies Act, 2013, your Company is required to appoint
whole-time Company Secretary. Your management was in the process of identifying and
appointing a suitable Company Secretary for the said position during the reporting period.
However Mr. Karthick has been appointed as Company Secretary cum Compliance Officer on 14th
August 2023 by the board.
C. COMMITTEE OF DIRECTORS
The Board has constituted three Committees of Directors as per the requirement of the
Companies Act, 2013 and Listing Agreement. Following are the committees of the Board:-
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
AUDIT COMMITTEE
The Audit Committee comprising of Two Independent Non-executive Directors and One Non-
Executive Non Independent director. The composition, role, terms of reference as well as
power of the Audit Committee are in accordance with the Section 177 of The Act and Rules
framed there under.
Composition of the Audit Committee and attendance of each member of the Committee are
given below:
| Name(s) of Director (s) |
Category/Status |
No. of Committee Meetings held |
No. of Meetings Attended |
| Mr. Jambulingam Mohankumaramangam |
NED/ID/Member |
4 |
4 |
| Mr. Nathan Sivakumar |
NED/ID/Member |
4 |
4 |
| Mr. Selvapandi |
NED/NID/Chairperson |
4 |
4 |
NOMINATION AND REMUNERATION COMMITTEE
The Committee presently consists of THREE Non- Executive Directors. The composition,
role, terms of reference as well as power of the Audit Committee are in accordance with
the provisions of Section 177 of The Act and Rules framed there under.
Composition of the Nomination and Remuneration Committee is given below:
| Name(s) of Director (s) |
Category/Status |
No. of Committee Meetings held |
No. of Meetings Attended |
| Mr. Jambulingam Mohankumaramangam |
NED/ID/Member |
1 |
1 |
| Mr. Nathan Sivakumar |
NED/ID/Member |
1 |
1 |
| Mr. Selvapandi |
NED/NID/Chairperson |
1 |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee presently consists of THREE Non- Executive Directors. The composition,
role, terms of reference as well as power of the Audit Committee are in accordance with
the provisions of Section 178 of The Act and Rules framed there under.
Composition of the Stakeholders Relationship Committee is given below:
| Name(s) of Director (s) |
Category/Status |
No. of Committee Meetings held |
No. of Meetings Attended |
| Mr. Jambulingam Mohankumaramangam |
NED/ID/Member |
4 |
4 |
| Mr. Nathan Sivakumar |
NED/ID/Member |
4 |
4 |
| Mr. Selvapandi |
NED/NID/Chairperson |
4 |
4 |
10. MEETINGS
During the year under review, the Board of Directors met 5 (Five) times on 30th
May, 2022, 13th August, 2022, 05th September, 2022, 14th
November, 2022 and 13th February, 2023. Frequency and quorum at these meetings
and the intervening gap between any two meetings were in conformity with the provisions of
the Act, the Listing Regulations and Secretarial Standards issued by The Institute of
Company Secretaries of India ("Secretarial Standards") and the relaxations
provided by the Ministry of Corporate Affairs and Securities and Exchange Board of India
from time to time in this regard.
| Name(s) of Director (s) |
Category/Status |
No. of Board Meetings held |
No. of Board Meetings Attended |
| Mr. Jambulingam Mohankumaramangam |
NED/ID/Member |
5 |
5 |
| Mr. Nathan Sivakumar |
NED/ID/Member |
5 |
5 |
| Mr. Selvapandi |
NED/NID/Chairperson |
5 |
5 |
In accordance with Clause VII of the Schedule IV of the Companies Act, 2013, a separate
meeting of the Independent Directors of the Company was held on 13th February,
2023.
Previous year Annual General Meeting was held on 30th September 2022.
11. FORMAL ANNUAL EVALUATION BY THE BOARD
The Board has made a formal evaluation of its own performance and that of its
committees and individual directors as required under section 134(3) (p) of the Companies
Act, 2013 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 broadly 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, performance of non-independent Directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.
Performance evaluation of independent directors was done by the entire Board, excluding
the independent director being evaluated.
12. AUDIT RELATED MATTERS A. Auditors
M/s. A R Krishnan & Associates., Chartered Accountants (Firm Registration
No.009805S), is the Statutory Auditors of the company.
The members of the Company at the 29th Annual General Meeting had appointed
M/s. A R Krishnan & Associates., Chartered Accountants (Firm Registration No.009805S),
Chennai, as the Statutory Auditor of the Company for the second term, to hold office from
the conclusion of the 29th Annual General Meeting of the Company until the
conclusion of the 34,fl Annual General Meeting.
13. Secretarial Auditor
The Board had appointed Mr. Rabindra Kumar Samal, Company Secretary in Whole-time
Practice to carry out the Secretarial Audit under the provisions of section 204 of the
Companies Act, 2013 and the Rules made thereunder. The report of the Secretarial Auditor
is enclosed to this report as "Annexure A".
14. COST AUDITOR AND COST AUDIT REPORT
Your company does not come under the ambit of section 148 of the Companies Act, 2013.
Hence the appointment of cost auditor and cost audit report does not apply to the company.
15. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
16. Declarations by Independent Directors
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received declaration from the Independent Director confirming that
he fulfills the criteria of independence as specified in Section 149(6) of the Companies
Act, 2013.
17. Annual Return
As per the MCA Notification dated 28th August 2020 making an amendment to Rule 12(1) of
Companies (Management and Administration) Rules, 2014. The Disclosure of Annual Return is
not required to attach in this Boards Report in accordance with sub-section (3) of
section 92 of the Companies Act, 2013.
Website of the Company: http://www.margprojects.com/.
18. Particulars of Loans, Guarantees and Investments
The Company has not taken any loan from Banks, Financial Institutions etc.
19. Related Party Transactions
The company has not entered any related party transactions during the reporting period.
20. Code of Conduct
As prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a declaration signed by the Director affirming compliance with the Code
of Conduct by the Directors and senior management personnel of the Company for the
financial year 2022-23 is not applicable to the company pursuant to Regulation 15 (2) of
SEBI (LODR) 2015.
21. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
22. INTERNAL FINANCIAL CONTROLS
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business and size and complexity of its operations.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company for the year ended March 31,
2023, Your Directors hereby confirmed that;
i. In the preparation of the Annual Accounts for the financial year ended 31st March
2023, the applicable accounting standard has been followed and there were no material
departures;
ii. 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 or loss account of the Company for the year.
iii. The directors had taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. The directors had prepared annual accounts for the financial year ended 31st March
2023 on a "going concern basis".
v. The directors had devised proper systems, internal financial controls to be followed
by your Company and that such internal financial controls are adequate and have been
operating effectively.
vi. The systems to ensure compliance with the provisions of all applicable laws are in
place and were adequate and operating effectively.
24. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER BY THE STATUTORY AUDITORS & SECRETARIAL AUDITORS
The Directors submit their explanation to the observations made by the Auditors in
their report for the FY22-23. The relevant Para nos. of the report and reply are as under:
| SI. No. Auditors remarks |
Boards response |
| 1 The Company did not obtain / receive statements, balance confirmation for some 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 and few attachments are in
legal process. We further infer that non-obtaining of balance confirmation from bank will
not impact the financial reporting of the company as all those bank account have no
transaction at all. |
| 2 The Company didnt obtain/receive Confirmation for most of the customers/creditors,
Loans and Advances and other parties for the balances as on 31st March, 2023. 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. |
Loans and Advances were extended to related parties and the company is in the process
of obtaining balance confirmation. |
| 3 The company has not recognized interest income for the year ended 31st March, 2023
on loans, 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. Consequently, the loss for the year ended 31st March,
2023 are overstated by Rs.11.45 Lakhs, Other Equity and Financial Assets as on 31st March,
2023 are understated by the same amount. |
The interest income corresponds to loans and Advances extended by the company to
related party, due to depressed market condition and stressed financial situation in the
group company, the company felt its prudent not to charge interest on loan and advance
given by the company. |
| 4 Attention to Note no.5 to the financial results, regarding the Companys non-current
investment (including deemed investment) (unquoted Equity Shares) aggregating 164.80 Lakhs
as at 31 March 2023. The Company has not carried out fair valuation of this investment as
required by Ind AS 109 "Financial Instrument". In the absence of fair valuation
of unquoted Equity Shares in Subsidiaries, we are unable to comment on the impact if any,
on this investment as at March 31, 2023. |
The management as part of its strategy invests in Equity Shares of its group company
which are asset based holding substantial real estate property in prime location capable
of substantive earning potential byway of renting/leasing, hence the management is
confident of the investment value in the company. |
| 5 We draw your attention to Note no.6 to the standalone Ind AS financial statements,
the Company has not impaired in respect of advances given to some parties, amounting
Rs.1385 Lakhs as required by Ind AS 36 "Impairment of Assets". |
The advance are given by the company to its related party, due to down turn faced by
group company in depressed market situation , the management is in discussion with them to
recover those advance in staggered manner. |
| 6 The Company didnt produce documents evidencing its investments having a carrying
cost of Rs. 106.30 lakhs, except confirmation of the shareholding by such investee
companies. |
The share certificate of companies investment in Marg realities have been seized by
Income Tax authorities during the raid conducted in the year 2017 in connection with
search conducted in the premise of the company. Subsequently due to the proceedings
initiated against the company in prevention of benami transactions act. The matter is in
sub judice as our appeal is still pending before the relevant authority. |
REPLY TO THE OBSERVATIONS OF THE SECRETARIAL AUDITOR REPORT
i) Non filing of Annual filings with MCA - Board is taking sincere efforts to file
the Annual returns of the company for the previous years soon.
ii) Non-Appointment of Woman Director in the board - Board is taking sincere
efforts to identify and appoint the suitable candidate in the board.
25. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company during the financial year to which the financial statements relate and the date of
the report.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the financial year 2022-23, the company has not received any material orders
passed by regulatory or courts or tribunal.
27. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy with an objective to formalize the process of
identification of potential risk and adopt appropriate risk mitigation measures through a
risk management structure. The risk policy is a step taken by the Company towards
strengthening the existing internal Controls and updating the same as may be required from
time to time.
28. PARTICULARS OF EMPLOYEES
During the year, none of the employees of the Company were in receipt of remuneration,
which in aggregate exceeded the limits fixed under as prescribed in the Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
prescribed particulars of Employees as required under Section 197 (12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 for the year 2022-23 is not required to annexed (Refer Annexure C) to the
Directors report as no directors are in receipt of any remuneration from the company.
The Board has, on the recommendation of Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is uploaded on the website of the Company i.e.:
https://www.marqproiects.com/policy.php
29. INDUSTRIAL RELATIONS
Your Company enjoyed cordial industrial relations with the employees and workers at all
project sites.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Your Company has taken adequate measures to conserve energy and the Company believes
that productivity from all its workforces can be achieved with interface of latest
technology.
Your Company is not an industrial undertaking in terms of Section 134(3)(m) of the
Companies Act, 2013 read along with Rule 8(3) of the Companies (Accounts) Rules, 2014 and
hence, particulars regarding conservation of energy, technology absorption and adaptation
are not applicable and hence the same are not provided.
There are no Foreign Exchange earnings or outgo during the financial year 2022-23.
31. THE MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, forms part of this
annual report is provided in a separate section as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulation,2015.
32. CORPORATE GOVERNANCE
As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate
governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply in
respect of the listed entity having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. At present, the Company is not required to comply with Corporate
Governance regulations as none of the above referred limits have been triggered as
mentioned in "Annexure-B".
33. VIGIL MECHANISM
The Company has established a vigil mechanism to promote ethical behavior in all its
business activities and has in place a mechanism for employees to report any genuine
grievances, illegal, unethical behavior, suspected fraud or violation of laws, rules and
regulation or conduct to the Chief Vigilance Officer and the Audit Committee of the Board
of Directors. The Policy also provides for adequate protection to the whistle blower
against victimization or discriminatory practices. Policy on vigil mechanism is uploaded
in companys website and can be accessed via
https://www.marqproiects.com/policy/Policyonvigilmechanism.pdf.
34. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company believes in providing a safe and harassment free workplace for every
individual and endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
During the year under review, your company has not received any complaints pertaining
to sexual harassment.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
36. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO
THE PROMOTER / PROMOTER GROUP
Transactions with persons or entities belonging to the promoter/ promoter group which
hold(s) 10% or more shareholding in the Company as required under Schedule V, Part A (2A)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, have been disclosed in the accompanying Financial
Statements.
37. REPORTING OF FRAUD
There have been no instances of fraud reported by the Auditors under section 143 (12)
and rules made there under either to the Company or the Central Government.
38. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: NIL
39. Disclosure of Accounting Treatment:
In the preparation of the financial statements, IND AS and corresponding principles and
policies were followed. The Company has followed the applicable mandatory Indian
Accounting Standards prescribed under the Companies Act, 2013 in the preparation of the
Annual Standalone and Consolidated Financial Statements.
40. ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their sincere appreciation
to all stakeholders - Clients, Financial Institutions, Banks, Central and State
Governments, the Companys valued investors and all other business partners for their
continued cooperation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees
of the Company and their continued contribution to its progress.
| For and on behalf of the Board of Directors |
|
| J. Mohan |
N. Sivakumar |
| Director |
Director |
| Place: Chennai |
|
| Date: 08.09.2023 |
|
+91-9892691696
