Marg Projects & Infrastructure Ltd Directors Report.

TO,

THE MEMBERS OF,

MARG Projects and Infrastructure Limited.

Report on the Financial Statements

We have audited the accompanying financial statements of MARG Projects and Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended 31st March, 2015.

Managements Responsibility for the 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 of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation 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 of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified audit opinion on the financial statements.

Opinion:

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended 31st March 2015 and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended 31st March 2015.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 ("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.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, 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, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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 does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

For K RAMKUMAR & Co.,
Regn No: 02830S
Place: Chennai Chartered Accountants
Date: 30th May, 2015
R M V Balaji
Partner
Membership No.: 027476

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF MARG PROJECTS AND INFRASTRUCTURE LIMITEDUNDER THE COMPANIES (AUDITORS REPORT) ORDER 2015 FOR THE YEAR ENDED 31st MARCH, 2015.

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrepancies were noticed on such verification.

2. The company had no inventory at any point of time and as such physical verification by the management does not arise.

3. The Company has not given any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, with regard to purchase of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. The Company has not accepted any deposits from public.

6. The Central Government has not prescribed the maintenance of Cost Records under section 148 (1) of the Companies Act, 2013.

7. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company is irregular in depositing undisputed statutory dues including Provident Fund, Income Tax and otherstatutory dues during the yearwith the appropriate authorities.There were undisputed dues of Service Tax to the extent of Rs.6,17,151 /- as at 31st March 2015, payable for a period of more than six months from the date they become payable.

b) There are no disputed amounts of statutory dues which have not been deposited with the concerned authorities.

c) According to the information and explanations given to us, the company doesnt have amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made there under.

8. The Company has no accumulated losses as at 31st March, 2015. It has incurred Cash Loss of Rs. 27,68,399/- during the financial year ended 31.03.2015 and cash loss of Rs.53,39,788/- in the immediately preceding financial year ended 31st March, 2014.

9. The Company has not taken loans from financial institutions/banks or issued debentures till 31st March, 2015. Hence, the question of reporting on defaults in repayment of dues to financial institutions/banks or debentures does not arise.

10. According to the information and explanations given to us, the Company has not given any guarantees during the year.

11. According to the records of the Company, the Company has not obtained term loans during the year under review. Hence, comments under the clause 3 (xi) are not applicable.

12. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For K RAMKUMAR & Co.,
Regn No: 02830S
Chartered Accountants
Place: Chennai
Date: 30th May, 2015
R M V Balaji
Partner
Membership No.: 027476