Marg Techno Projects Ltd Directors Report.

BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR 2016-17

TO,

THE MEMBERS OF,

MARG TECHNO-PROJECTS LIMITED

Your directors have pleasure in presenting their 24™ Annual Report together with the Audited Financial Statement for the year ended 31st March, 2017.

Financial Highlights:

Performance of your company, for F.Y 2016-17 is summarized as under:

Current year 31/03/2017 Previous year 31/03/2016
Amt. in Rs. Amt. in Rs.
Income from Operations 4130328.00 1665162.00
Other income 0.00 0.00
TOTAL INCOME 4130328.00 1665162.00
Less : Total Expenditure before Inf., Depreciation &
Tax 3439891.30 1486937.92
Profit/(Loss) before lnt„ Depreciation & Tax 690436.70 178224.08
Less : Interest 0.00 0.00
Profit/(Loss) before Depreciation 690436.70 178224.08
Less : Depreciation 370117.00 99911.00
Profit/(Loss) before Exceptional and extraordinary items and Tax 320319.70 78313.08
Less : exceptional items 0.00 0.00
Profit/(Loss) before Tax 320319.70 78313.08
Less : Current Tax 86789.00 14923.00
: Deferred Tax (40886.00) 20085.00
: Excess/short provision relating to earlier year Tax 0.00 0.00
Profit/(Loss) after Tax 274416.70 43305.08
Add: Adf. in respect of Profit From Disconfinuina operation 0.00 0.00
Balance 274416.70 43305.08
Add: Surplus/Deficit B/F. from Pre. Year (7317705.64) (7340288.72)
Less: Appro, and Allocation Other Reserves 54883.00 19578.00
Less: Amt transferred from Sundries 0.00 (1144.00)
Balance Carried to B/s. (7098171.94) (7317705.64)

THE EXTRACT OF ANNUL REPORT

The extract of Annual return, in Form MGT-9 for the Financial Year 2016-17 is attached as

Annexure- A and forms part of this report.

NUMBER AND DATES OF BOARD MEETINGS:

During the Financial Year 2016-17, 9[NINE] meetings of the Board of Directors of the company were held on following dates;

11.04.2016 30.05.2016 28.06.2016 31.07.2016 12.11.2016

03.12.2016 28.01.2017 18.03.2017 31.03.2017

The Attendance Report of director is attached as Annexure- B and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the companies Act 2013 your directors after due inquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2017 the applicable accounting standards have been followed and no material departures have been made from the accounting standards:

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 the company as at 31st March, 2017 and of the profit/loss 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 the Companies Act, 2013 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 have laid down internal financial controls as stated in explanation to section 134(5) (e) of the Companies Act, 2013 to be followed by the company and that such internal financial controls are adequate, commensurate with the nature and size of its business and are operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR:

Independent Director have given necessary declaration under Section 149(7) of the

Companies Act, 2013 and as per the said declarations, they fulfill the criteria of

Independence as provided in Section 149(6) of the Companies Act, 2013.

The same has been recorded by the Board of Directors.

COMPANIESPOUCiES ON DiRECTO^

Pursuant to provisions of section 178(3) of the Companies Act 2013 and other applicable provisions, if any, Company has constituted Nomination and Remuneration committee which determines criteria for the qualifications, positive attributes and independence of the Director, Key Managerial Personnel and other employees.

The Remuneration Policy is framed in accordance with Listing regulations and provisions of Companies Act 2013,

The composition of Nomination and Remuneration committee has been attached as Annexure- C and forms part of this report.

AUDITORS:

ADIL AIBADA & ASSOCIATES, Chartered Accountants, had resigned as Auditor .To fill the casual vacancy so caused in the office of statutory auditor, the Board appointed RUPAREL & BAVADIYA CHARTERED ACCOUNTANTS, FRN No :0126260W to hold position as Statutory Auditor, and their appointment was confirmed by members in EOGM.

The auditor so appointed holds office fill the conclusion of this AGM and their appointment needs to be approved by members at AGM. The company has received certificate from the auditors regarding their eligibility for appointment. And appropriate resolution has been proposed for consideration of members.

None of the directors are interested in the said resolution.

AUDITORS REMARK:

The Notes on financial statement referred to in the Auditors Report except the one stated herein below are self-explanatory and do not call for any further comments. The Auditors Report contain following qualification.

a) Audit Note No.21 regarding write off of certain debit and credit balances, the Board . is of the opinion that same are not either recoverable or payable.

b) Audit Note No.21 regarding write off of unsecured loan from Diamond Jubliee cooperative Bank Ltd and non-provision of interest on such Bank Loan, the board is of the opinion that since the matter is pending before the court of law and concern bank is also under liquidation the interest liability will be accounted in year in which liability is crystallized by order of the court.

c) Audit Note No.21 regarding write off of investment in shares of Diamond Jubliee cooperative Bank Ltd, the board is of the opinion that said bank is in liquidation and therefore market value of investments in shares is Non-realizable.

d) Audit Note No.21 regarding write off of loans and advances amounting to Rs.4.74 crores, the board is of the opinion that this debtors are non-contactable and recovery efforts could not succeed. Therefore this advances are non-realizable and hence written off.

e) Audit Note No.22 regarding re-classification of investments in shares of various companies, the company is not in possession of documentary evidences of ownerships of such shares and therefore Board decided to reclassify them as other current assets instead of investment.

SECRETARIALAUDITO^R

The Board has appointed MR. JITENDRA R. BHAGAT, Proprietor of BHAGAT ASSOCIATES, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31,2017 is annexed herewith marked as Annexure-D to this Report. The qualification, reservation or adverse remarks in secretarial audit report are self explanatory.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Company has not given short term loan to others during the year.

The company has not given any guarantee for loan taken by others during the year.

The company has not made any investment nor provided any security during the year. Particulars are attached under Annexure- E.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In compliance of listing regulations, the company has framed the policy for transactions with Related Parties.

Apart from the Related Party transactions in the ordinary course of business and at arms length basis, details of which are given in the notes to the financial statements, there were no other related party transactions requiring disclosure in the Directors Report, for compliance with section 134(3)(h) of the Companies Act, 2013. Therefore, a Nil Report is attached as Annexure-F in the format prescribed i.e. Form AOC-2.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The revenue of the company increased from Rs. 1665162/- in the previous year to Rs.4130328/-. The net profit after Tax also increased from Rs. 43305.08/- in the previous year to Rs. 274416.70/-. At present your company has no plan to enter into any other business.

AMOUNTS TRANSFERRED TO RESERVES:

Yours directors do not recommend transfer of any amount out of profits to the reserves. Entire profit has been transferred to balance sheet under the head reserves.

DIVIDEND:

During the F.Y. 2016-17, with the view to strengthen financial position of a company the directors do not recommend any dividend.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The equity shares of the company are listed on MSEI Limited (formerly known as MCXSX) w.e.f. 12th March, 2015 as per their letter dated: 09th March, 2015.

The company has applied to the BSE for listing its securities which has been approved by BSE and equity shares are listed on BSE also w.e.f. 16.01.2017 .

Company has entered in to agreement with CDSL for dematerialization of its shares. As on 31st March, 2017 24,80,580 Equity Shares have been converted fropjrl&jgy^ical form into Demat form. I

In the opinion of board of directors "there are no material changes & commitments except as stated below have occurred after balance sheet date till the date of the report affecting the financial position of the company!

The two major events likely to affect the company are demonetization of specified bank notes and applicability of Goods and Service Tax w.e.f 01.07.2017 are likely to affect the financial results of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

This clause is not applicable to your company.

b) TECHNOLOGY ABSORPTION:

This clause is not applicable to your company.

c) PARTICULARS OF FOREIGN EXCHANGE EARN1NGS/OUTGO: NIL (P.Y. NIL)

RISK MANAGEMENT POLICY:

The company has been exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

In the opinion of your board there is no potential risk except the change in government policy, increase in business competition and economic recession, implementation of GST w.e.f. 01.07.2017 are likely to threaten the existence of your company. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

At present the company is not covered under CSR provisions as per criteria laid down under section 135(1) of the Companies Act, 2013 and therefore no such expenditure has been incurred during the year as prescribed under section 135(5) of the Companies Act, 2013.

ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMITTED

Though the company has been exempt from annual evaluation of its own performance and performance of directors and committees thereof under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 company has laid down specific criteria for evaluation of annual performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

PARTICULARS OF DEPOSITS:

Your company is registered as Non-Banking Finance Company under the RBI Act, but company has not accepted any deposits falling within purview of the section 73 to 76 of The Companies Act, 2013 read with rules made there under. There Is no overdue public deposits, unclaimed public deposits as on the last day of financial year.

SIGNIFICANTANDMATERI^ BYREGULATORS:

Your directors confirmed that no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status and companies operations in future.

INTERNAL FINANCIAL CONTROLS:

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating effectively.

DISCLOSURE RELATING TO EMPLOYEES:

Your company has no employee drawing remuneration in excess of the limits specified in Rule 5 of the Companies (Appointments & Remuneration of Managerial Personnel) Rules, 2014.

INDEPENDENT DIRECTOR:

SANJAY AMRUTLAL NIKALWALA has resigned as independent director of Company w.e.f 31.03.2017.

ROBSON PAUL has been appointed as ADDITIONAL INDEPENDENT DIRECTOR on the Board of the company w.e.f, 06.09.2017.

The Company has received Declaration as required u/s 149(6) of the Act from the Independent Director that he meets the criteria of independence and is not disqualified to be appointed as Independent Director.

DISQUALIFICATION OF DIRECTORS:

As per the declaration received from directors, None of the Directors of the Company is disqualified u/s 164 of Companies Act 2013 to act as a Director of the Company.

CHANGE IN COMPOSITION OF BOARD:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. DHANANJAY VELAYUDHAN NAIR Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

ARUN MADHAVAN NAIR, who was appointed as Director as on 31.03.2015 and was subsequently re-designated as Managing Director at the Board Meeting held on 03.12.2016, which was confirmed in EOGM held on 13,01.2017.

RAJESH NARAYAN PILLAI was appointed as ADDITIONAL DIRECTOR w.e.f 28.01.2017.

AKHIL MADHAVAN NAIR was appointed as ADDITIONAL DIRECTOR w.e.f 18.03.2017

UNNIKRISHNAN ANCHERY was appointed as ADDITIONAL DIRECTQE-w.e.f/ 12.08.2017

06.09.2017.

ROBSON PAUL was appointed as ADDITIONAL INDEPENDENT DIRECTOR w.e.f. 06.09.2017.

SANJAY AMRUTLAL NIKALWALA has resigned as director from Company w.e.f 31.03.2017.

BABU THOMAS PUTHUR has resigned as director from Company w.e.f 12.08.2017.

UMANG ARUNBHAI SHAH, Managing Director was removed as Managing director of the Company by members at the requisitioned EOGM held on 06.05.2017

AUDIT COMMITTEE:

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 the company constituted audit committee. The composition of Audit committee has been attached as Annexure- G and forms part of this report.

The board has accepted and taken steps to implement all recommendation of Audit Committee.

COMPANIES (AUDITORS REPORT) ORDER , 2015

In terms of section 143(11) of the Companies Act, 2013 CARO has been attached as part of Auditors Report.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat Equity shares during the Financial Year 2016-17. REDEMPTION OF SHARES/DEBENTURES:

The Company has not redeemed any shares during the Financial Year 2016-17.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2017 there is no amount outstanding which is required to be transferred to IEPF. VIGIL MECHANISM

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at http://margtechno.com

CORPORATE GOVERNANCE:

The company has been exempt from reporting on corporate governance under SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Therefore Corporate Governance Report is not attached.

Despite, Company has obtained Auditors Certificate on Compliance of Corporate Governance and said certificate is attached as ANNEXURE-H foj^wjnmsqrt of this report.

"disclosures under sexual harass^

This Act is not applicable to your company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The company has been exempt from reporting on Managements discussion and Analysis report under SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

DETAILS OP SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your company has no subsidiary, joint venture or associates. However particulars of Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in the prescribed format AOC-1 (NIL) has been enclosed under Annexure-1 with the report and forms part of this report.

BUSINESS RESPONSIBILITY REPORT:

The company has been exempt from reporting on Business Responsibility Report under SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued Employee Stock Options.

INTERNAL AUDITORS:

Pursuant to provision of Companies Act, 2013 Mr. SUMIT KUMAR proprietor of M/s. SUMIT R. KUMAR & ASSOCIATES, Chartered accountants, M no. 141513 & FRN:140884W were appointed as Internal Auditor of Company for period of 3 YEARS from the F.Y. 2015-16 to 2017-18.

COST AUDITORS

Provisions for Cost Auditor is not applicable to your company.

OTHER DISCLOSURES:

PARTICULARS OF COMMITTEES:

Particulars of Audit Committee, Nomination & Remuneration Committee, Stakeholders/ Investors Grievance Committee and Vigil Mechanism Policy are attached as Annexure-G, Annexure-C, Annexure-J and Annexure-K respectively, forming part of this report.

The 23rd Annual General Meeting of the Company was held at 40#, ROYAL TRADE CENTRE, OPP.STAR BAZAAR, ADAJAN, SURAT-395009 GUJARAT on FRIDAY, 30th September 2016 for F.Y. 2016-17.

ONE Extra-Ordinary General Meeting was held at 406, ROYAL TRADE CENTRE, OPP.STAR BAZAAR, ADAJAN, SURAT-395009 GUJARAT on ON FRIDAY 13™ JANUARY, 2017 for F.Y. 2016-17. ,

generalV

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review the company has engaged in the business of NBFC which was the principle business of the company and there is no change.

CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2016-17, there being no change in paid up share capital of the company.

ACKNOWLEDGMENT:

Your Directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Companys progress, as partners, through their continued support and co-operation.

For and on behalf of Board of Directors of, MARG TECHNO-PROJECTS LIMITED

Chairman/ Director

Place: SURAT Date: 06,09.2017