Marg Projects & Infrastructure Ltd Directors Report.

To,

The Shareholders,

Your Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company for the period ended 31st March, 2015 is summarized as below:

(Rs. In Lakhs)

Description Year ended 31.03.2015 Year ended 31.03.2014
Income from Operations - 11.12
Non-operating Income - 20.14
Total Income - 31.26
Expenditure 36.80 84.65
Gross Profit /(Loss) (before depreciation, Finance Costs and tax) (36.80) (53.39)
Finance Costs 0.04 -
Depreciation 59.99 43.96
Profit/(Loss) before Tax (87.63) (97.35)
Provision for Income Tax (7.91) 1.67
Profit/(Loss) after Tax (80.18) (99.02)
Brought Forward Profit - 1147.16
Balance Carried to Balance Sheet - 1048.14

2. BUSINESS OPERATIONS OVERVIEW AND FUTURE PROSPECTS

There is no income for the company in this year compared to 11.12 lacs in the previous year. The general market conditions and high input cost is the main reason for such fall in the turnover. Your Company envisages in taking up diversified projects. Owing to adverse market conditions, your Company has not taken up any new contract during the period of review. However, the Company has utilised the assets and equipments by giving them on hire. Your Company is willing to execute the engineering, procurement and construction (EPC) and operation and management (O&M) aspects. In near future, MPIL will develop a rich, in-house expertise in both EPC and O&M verticals. This experience helps the Company to manage the entire tolling and maintenance functions during operations phase. Further, the Board is taking up steps to take up more projects in near future.

3. DIVIDEND

Due to losses incurred by the company, your Board do not recommend any dividend for the year under review.

4. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary Companies.

5. FIXED DEPOSITS

During the year, your Company has not accepted any deposits from the public.

6. DIRECTORS

Mr. G. Srinivasa Reddy, Director retires at this Meeting and being eligible offers himself for reappointment.

Mr. Abdul Hakeem, Director has resigned from the Directorship of the Company w.e.f. 30th April 2015. The Board placed on record its appreciation for the services provided by him during the tenure of his office as Director of the Company.

Pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the company, Mr. S Chandrashekaran who was appointed as an Additional Director (Non Executive - Independent) of the company w.e.f 30.09.2014 and who holds office upto the ensuing Annual General Meeting and in respect of whom the company has received requisite notice under section 160 of Companies Act 2013 in writing from a member proposing Mr. S Chandrashekaran as director of the company be and is hereby appointed as independent director of the company to hold office for period of 5 years.

As per Section 149(10) of the Companies Act, 2013 the Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment by passing of special resolution in the company and disclosure of such appointment shall be made in the Boards report. However they shall not be considered for director liable to retire by rotation.

In pursuant to the provisions of the Act and Listing Agreement Mrs. Jayashri Samal, BA. LLB., has been appointed as a Woman Director w.e.f 20.03.2015 and her appointment will be regularized at the ensuing Annual General Meeting subject to the approval of the shareholders.

7. MEETINGS

During the year under review, the Board of Directors met 5 times. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on February 12, 2015.

8. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII of Schedule IV of the Companies Act, 2013, the Board is of opinion that a system for performance evaluation of itself and its committees would be established very soon. As contemplated by the Act, the independent directors at a meeting conducted a review of the performance of the Chairman after taking into account the views of the non-executive members of the Board.

9. AUDIT RELATED MATTERS

A. AUDITORS

M/s. K Ramkumar & Co., Chartered Accountants, Chennai, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and offer themselves for re-appointment from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting held thereafter as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM. The Company has received their Consent Letter to the effect that their re-appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

B. SECRETARIAL AUDITOR

The Board had appointed M/s Satyaki Praharaj & Associates, Company Secretaries 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.

10. POLICY AND OTHER MATTERS

A. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

B. EXTRACT OF ANNUAL RETURN

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure B to this report.

C. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.

D. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not taken any loan from Banks & Financial Institutions etc..

E. RELATED PARTY TRANSACTIONS

The company does not have Subsidiary Companies and it has not entered any related party transactions with Group Companies.

11. 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, 2015, Your Directors hereby confirmed that;

i) In the preparation of the Annual Accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed and there were no material departures;

ii) They 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 the Company at the end of the financial year and of the profit or loss account of the Company for the year under review;

iii) They have 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) They have prepared Annual Accounts for the financial year ended 31st March 2015 on a going concern basis.

v) They 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.

Reply to the Observation of the Auditor made in Auditors Report

In respect of the Auditors observation in para iv of the Annexure to the Auditors Report with regard to internal audit system, the Company due to financial constraints could not appoint an Internal Auditor. However, in the management perspective, the procedures and methods followed and the inspections carried out by the management at regular intervals.

Point 7(a) of Annexure to the Auditors report:

The delay in the payment of Provident fund, Income Tax, and other statutory dues were due to lower cash inflows from the existing projects and the company is arranging to make the payments shortly.

Reply to the observations made in Secretarial Auditor Report

a) The Company has filed the DIR-12 with Registrar of Companies upon her appointment and communicated the same to the stock exchange.

b) The Company will appoint Key Managerial Persons shortly.

c) The Company will file the Annual Financial Statements for the Financial Year 2013-2014 with Registrar of Companies shortly.

12. 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 2014-15 is not required to annexed to the Directors report as no directors are in receipt of any remuneration from the company.

13. INDUSTRIAL RELATIONS

During the year, there was no increase in manpower due to the adverse market condition and slowdown in companys business.

14. 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 Companies 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 2014-15.

15. THE MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreements is presented in a separate section forming part of the Directors Report.

16. CORPORATE GOVERNANCE

Your Directors adhere to the requirements set out by the Securities Exchange Board of Indias, Corporate Governance practices and have implemented all the stipulations prescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement has been provided in a separate section forming part of the Directors Report.

17. VIGIL MECHANISM

The Company has established a vigil mechanism to promote ethical behaviour in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical behaviour, 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.

18. ACKNOWLEDGEMENT

a) 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.

b) Currently, Infrastructure/Real Estate Market is facing hurdles due to various reasons which also have an impact on our company. Complying to the payments and maintenance of records under Labour laws is the top most priority of our Company. Based on the stabilization of the Cash flow, the payments will be streamlined

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
G Srinivasa Reddy S. Chandrashekaran
Director Director
Place: Chennai
Date: 30th May 2015

ANNEXURE-A

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursant to section 204(1) of the Companies Act, 2013 and rule No.9 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

MARG Projects and Infrastructure Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and wherever required to ascertain the figures we have relied on the books presented to us as Audited and in respect of compliances of Tax Laws, we relied on the Financial/Statutory Auditors Report .

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For S Praharaj & Associates
Practicing Company Secretaries
SATYAKI PRAHARAJ
Mem No. FCS 6458, CP No.: 10755
Place: Chennai
Date: 30th May 2015