Marg Techno-Projects Ltd Directors Report

DIRECTORS REPORT

Dear Shareholders,

Your Directors are pleased to present the 31st Annual Report and the standalone audited financial statements for the financial year ended on March 31ST, 2024.

1. FINANCIAL RESULTS

The financial performance of the Company standalone for the year ended March 31st 2024 is summarized below:

	(Amount in Lakhs Rs.)
PARTICULARS	FINANCIAL YEAR ENDED AS ON MARCH 31st, 2024	FINANCIAL YEAR ENDED AS ON MARCH 31st, 2023
Total Income	501.19	508.66
Profit/(Loss) before taxation	28.85	65.76
Tax expenses (Net) (including deferred tax and tax for earlier years)	15.01	16.54
Profit/(Loss) after taxation	13.84	49.22
Other Comprehensive Income	0	0
Add: Balance of profit/(loss) brought forward	12.68	(26.70)
Transfer to special reserve	(2.77)	(9.84)
Balance carried to Balance Sheet	23.75	12.68

2. DISCLOSURES UNDER SECTION 134(3) OF THE COMPANIES ACT,2013

1. Section 134131(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the extract of the Annual Return as at March 31, 2024, in the prescribed form MGT -9, is not required to be attached. However, Annual Return in Form MGT-7 will be/has been placed on Companys web site and can be accessed at https://margtechno.com/

2. Section 134(3)(b) NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, 9 [Nine] meetings of the Board of Directors of the Company were held as under:

14.04.2023	09.05.2023	30.05.2023
17.06.2023	24.06.2023	14.08.2023
05.09.2023	10.11.2023	14.02.2024

Particulars of directors attendance at Board Meetings and Committee Meetings as required under Secretarial Standard is enclosed at Annexure-I forming part of the Board Reports.

3. Section 134(3)(c) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013.

Directors confirm and submit the Directors Responsibility Statement that: -

a) in the preparation of the annual accounts, for the financial year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act had been followed along with proper explanation relating to material departures;

b) 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 31st March, 2024 and of the profit and 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 this Act 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;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

4. Section 134(3)(ca) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT;

The Directors state that no fraud by Company has been committed nor any fraud on the Company by its officers/employees has been noticed during the Financial Year 2023-24.

The Auditors have not reported any fraud by the Company or any fraud on the Company by its officers/employees to the Audit Committee and to the Board of Director during the Financial Year. However, as reported by the Auditor in CARO Report 2020, Para XI (a) No fraud on the company by the borrower during the year has been identified.

Since there is no fraud exceeding the limit prescribed during the Financial Year auditor has not field any report of fraud to the Central Government under Section 143 (12) of Companies Act, 2013.

5. Section 134(3)(d) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

6. Section 134(3He) COMPANIES POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND INDEPENDENCE

As required by Section 178(1)/178(3) Company has constituted Nomination and Remuneration Committee which formulate the criteria for determining qualification, positive attribute and independence of a director and has recommended a policy to the Board relating to remuneration of directors, Key Managerial Personnel and other employees and Board is implementing the same. The company has placed the policy on website and can be viewed on the link https:// margtechno.com/investor

7. Section 134(3) BOARD COMMENTS OR EXPLANATION ON

QUALIFICATION RESERVATION OR ADVERSE REMARK BY AUDITOR OR PRACTICING COMPANY SECRETARY

I. AUDITORS REPORT

There is no adverse remarks or observations nor auditors have qualified their report, hence, no clarification is required by the Board.

II. SECRETARIAL AUDITORS REMARK

Remarks of Secretarial Auditor are self-explanatory and needs no comment by the Board.

8. Section 134(3)(g) PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

Company is not an Investment Company and has not made investment through any layers of investment Companies, Section 186(1) of Companies Act, 2013 is not applicable to the Company.

Since company is registered as NBFC, provisions of section 185 and section 186 of Companies Act, 2013 are not applicable.

However, NIL statement in prescribed format is attached as ANNEXURE II.

9. Section 134(3)(h) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year 2023-24 were at an arms length basis and in ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis for its review. The details of the transactions with related parties are also provided in the accompanying financial statements.

Disclosures for related party transactions, as required under Section 134(3) (h) read with section 188 of the Companies Act, 2013 in prescribed Form AOC-2 is annexed as ‘Annexure - III with this report.

The Company has adopted a Related Party Transactions Policy, in compliance with Listing Regulations the Policy, as approved by the Board, is uploaded on the Companys website and can be accessed at https: //margtechno.com/.

10. Section 134(31(i1 STATE OF COMPANYS AFFAIRS:

Revenue of the Company during the Financial Year declaim to Rs. 501.19 Lakhs compared to previous year revenue of Rs. 508.66 Lakhs. The profit before tax also decline from Rs. 65.76 Lakhs in the previous year to Rs. 28.85 Lakhs.

At present your company has no plan to enter into any other business.

11. Section 134(3Mi) TRANSFER TO RESERVES:

Company has transferred Rs. 2,77,000 to special reserve as required under section 45IC of RBI Act. Previous year Rs. 9,84,000 were transferred to special reserves. Apart from this, Board do not recommend any amount for transfer to general reserves.

12. Section 134(3)(k) DIVIDEND

The company is in the process of strengthening its liquid position and hence, Board do not recommend any dividend for the F.Y. 2023-24. (Previous year also NlL) The Dividend distribution policy containing the requirements mentioned in Regulation 43 A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("SEBI Listing Regulations") is available on the website of the Company at https://margtechno.com/investor

13. INVESTOR EDUCATION PROTECTION FUND: As on 31/03/2024 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

14. Section 134(31(1) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There are no material changes & commitments which have occurred after Balance Sheet date till the date of the report affecting the financial position of the company, except changes in constitution of the Board /KMP which are reported separately under respective head.

Mr. Bhuwan Rajan has resign from the post of Chief Financial Officer cum Key Managerial Person w.e.f. 31.08.2024

15. Section 134(3)(m) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE AND OUTGO

Since, company is engaged in service sector, particulars of conservation of energy and technology absorption are either nil or not applicable (previous year also NIL or not applicable).

Company has not entered into any transaction involving earnings or expenditure in foreign currency. So, relevant particulars on disclosure of foreign currency earnings or outgo are NIL. (Previous year also NIL or not applicable).

16. Section 134(3)(n) RISK MANAGEMENT POLICY:

Your Company is exempt from reporting on compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A], 25, 26, 27 and clauses (b) to (i)[and (t)] of sub-regulation (2) of regulation46 and para C , D and E of Schedule V of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Company is also exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting on risk management.

Your Company do not fall into category of Top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year, Company is exempt from constitution of Risk Management committee, under the provisions of Companies Act, 2013.

The board is fully aware of Risk Factors and is taking preventive measures wherever required.

17. Section 134(3Ho) CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

The Provisions of CSR under section 135 of the Companies Act, 2013, read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, your company do not fulfill the threshold limits of Turnover of Rs. 1000 Cr. Or Net Profit of Rs. 5 Cr. and Net Worth of Rs. 500 Cr. Hence, CSR provisions are not applicable to your company.

18. Section 134(3)(p) FORMAL ANNUAL EVALUATION

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of Committees of the Board.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act. Policy on Formal Annual Evaluation is placed on website of the company and can be accessed at https://margtechno.com/

19. Section 134(3)(q) OTHER MATTERS

Pursuant to provisions of Section 134(3)(q) read with Rule 8(5) of the Companies (Accounts) Rules 2014 the Board hereby reports as under

I. FINANCIAL SUMMARY OR HIGHLIGHTS:

this has already been reported under the head Financial Highlights

II. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no major change in the nature of business carried on by the company compared to the previous year.

III. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Following Changes took place During F.Y. 2023-24

S Name of Director No. /KMP	Designation	DIN/PAN	Remark
1. N aimesh J ariwala	Director	06415828	Resignation W.E.F 05.09.2023
2 Keerti Nair	CFO	AQRPN5138K	Resignation W.E.F 05.09.2023
3. Bhuwan Ranjan-	CFO	BATPS3677K	Appointment W.E.F 05.09.2023
4. Arun Nair	Director	07050431	Change in Designation from Managing Director to Director w.e.f 05.09.2023
5. Akhil Nair	Director	07706503	Change in Designation from Director to Managing Director w.e.f 05.09.2023

Further, reappointment of Mr. Arun Nair (DIN: 07050431) who retired by rotation in AGM.

1) A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

This is not applicable as there is no appointment of Independent Director during the year.

2) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

As on March 31, 2024, the Company has no subsidiary, joint venture.

Further during the year there is no Company which became or ceased to be the subsidiary, joint venture of your Company. Therefore, disclosure under first proviso to Section 129(3) in prescribed form AOC-1, is attached as ANNEXURE IV.

3) DEPOSITS:

Since your company is registered as NBFC provisions of section 73 to section 76 of Companies Act, 2013 are not applicable.

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Company has no unpaid or unclaimed deposit as at the year end.

4) THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;

Company has not accepted any deposits which are not in compliance with the requirements of chapter v of the Act.

5) ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

BSE and MSEI have levied penalty for violation of SEBI SOP Circular, which was duly paid by the Company during F.Y. 2023-24.

Further, no material order has been passed by Regulators, Courts or Tribunals against the company during the financial year 2023-24, impacting the going concern status and companies operations in future.

6) INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial transactions. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

7) DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

The Company do not satisfy the criteria of threshold limits specified for maintenance of cost records/cost audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the said provisions are not applicable to Company.

8) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company is not required to constitute an Internal Complaints Committee across its commercial offices and Manufacturing sites as number of employees is less than 10.

Details required to be disclosed under the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, are as under:

Particulars	C.Y.	P.Y.
No. of Complaints pending for disposal at the beginning -	Nil	Nil
No. of Complaints received during the financial year	Nil	Nil
No. of complaints disposed off during the financial year	Nil	Nil
No. of complaints pending for disposal at the end of financial year	Nil	Nil

9) DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XI PROCEEDING UNDER IBC

In the opinion of, and to the best of Knowledge of Board of Directors of Company, the Company has not filled any application under the Insolvency and Bankruptcy Code, 2016 during the year nor any proceedings against the Company is pending under the Insolvency and Bankruptcy Code, 2016, as at the end of Financial Year 2023-24.

10) DISCLOSURE UNDER RULE 8, SUB RULE 5 CLAUSE XII VALUATION DIFFRENCE SETTELMENT

Your Company has not entered into one time settlement with Banks or Financial Institutions during the Financial Year hence the details of difference between the 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 is not applicable.

11) PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

a. Remuneration to Directors and KMP: As required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details is annexed as ANNEXURE V to this report.

b. None of the employee was in receipt of remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

c. The company has no employees (not being directors or their relatives) who are posted and working outside India drawing remuneration of more than Rs. 60 lacs p.a or Rs. 5 lacs p.m during the financial year.

20. SEC 131 VOLUNTARY REVISION OF FINANCIAL STATEMENT OR BOARD REPORT

The Company has not revised the Financial Statement or Board Report for three preceding financial years

21. DISCLOSURES UNDER RULE 3(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014 OF THE COMPANIES ACT, 2013 ON AUDIT TRAIL

The company has used accounting software for maintaining its books of accounts for the financial year ended 31st March, 2024 which has a feature of recording audit trails (edit log) facility except that no Audit trail enabled at the database level for accounting Software.

22. DISCLOSURE UNDER MICRO SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

Company has no outstanding dues for more than 45 days as on financial year end date to MSME.

23. REAPPOINTMENT OF INDEPENDENT DIRECTOR

Pursuant to provisions of Section 149 Mr. Manish Jayvadan Jariwala (DIN 06476260) was appointed as an Independent Director w.e.f. 17/12/2018 for a period of 5 years. His period of office expires at the conclusion of this AGM but company has not received his consent for declaration of Independence for Reappointment so he will cease to be director of the company from conclusion of this AGM.

24. CHANGE IN COMPOSITION OF THE BOARD AND KMP

This has been reported in Point No. 19 (3) 1 The Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

25. DISQUALIFICATION OF DIRECTORS

Pursuant to provisions of Section 164(2) (b) and Section 167 of the Companies Act 2013 the company has received a declaration from directors that none of them are disqualified to hold post as director of the company.

26. DISCLOSUREUNDER SECTION 177,178 COMMITTEES OF THE BOARD

a) Audit committee:

Information about Audit Committee is provided under the head Corporate Governance Report attached with this report at ANNEXURE VI.

b) Nomination and Remuneration Committee

Information about Nomination and Remuneration Committee is provided under the head Corporate Governance Report attached with this report at ANNEXURE VII.

c) Stakeholders and Investor Grievance Committee

Information about Stakeholders and Investor Grievance Committee is provided under the head Corporate Governance Report attached with this report ANNEXURE VIII.

d) Vigil Mechanism committee

The Company has framed vigil mechanism policy in terms of The Companies Act, 2013 attached at ANNEXURE IX and the same may be accessed on the Companys website https://margtechno.com/ . Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she/he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Companys interest.

27. CHANGES IN SHARE CAPITAL, IF ANY

The company has altered provisions of Memorandum relating to capital clause whereby authorized share capital has been increased from Rs. 75100000 to Rs. 110000000 by passing resolutions at EOGM held on 3rd JUNE, 2023.

During the financial year 2023-2024 the Company has not issued shares as on March 31, 2024, the paid-up Equity Share Capital of the Company is Rupees. 6,00,00,000.

28. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules 2014 The Company has not issued Equity Shares with differential rights.

29. DISCLOSURE REGARDING ISSUE OF SWEATS EQUITY SHARES:

In terms of Rule 8 of Companies (Share Capital and Debentures) Rules 2014 the Company has not issued sweat Equity shares during the Financial Year 2023-24.

30. DISCLOSURE UNDER SECTION 62(1)(b) REGARDING ISSUE OF EMPLOYEE STOCK OPTION AND EMPLOYEES STOCK PURCHASE SCHEMES:

As per Section 62(1)(b) of the Companies Act 2013 read with Rule 12 of Companies ( Share Capital and Debentures ) Rules 2014, the Company has not issued Employee Stock Options during the Financial Year 2023-24.Therefore disclosure of particulars as required under Rule 11(9) of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

31. BUY-BACK OF SHARES

The company has not purchased its own shares during the financial year therefore details required to be disclosed as per Rule 16 of Companies ( Share Capital and Debentures ) Rules 2014 is not applicable.

32. REDEMPTION OF PREFERENCE SHARES AND DEBENTURES

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2023-24.

33. ISSUE OF CONVERTIBLE SHARE WARRANT

During the Financial year company has issued 40 Lakh convertible share warrants at a price of Rs. 14 per share with option to convert into equity shares within maximum period of 18 months from date of allotment 24.06.2023.

34. INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2024 there is no outstanding amount of unpaid or unclaimed dividend. Hence no amount nor any shares are required to be transferred to IEPF during the F.Y. 2023-24.

35. DISCLOSURE UNDER SECTION 129(3) CONSOLIDATED FINANCIAL STATEMENT

Since your Company has no subsidiary, associate or joint ventures companies, provisions of consolidated financial statements under section 129(3) and disclosure in form AOC-1 under Rule 5 of the Companies (Account) Rules 2014 are not applicable.

36. NOMINATION OF DIRECTORS BY SMALL SHAREHOLDERS

The company has not received name of any candidate to be nominated by small shareholders as provided in section 151 of the Companies Act, 2013.

Pursuant to Section 164(2) and 167(1) and Schedule V Part 2 of Companies Act 2013 company has not issued any preference shares or debentures and there is no redemption of any preference shares or debentures during the F.Y. 2023-24.

37. STATUTORY AUDITORS:

Haribhakti & Co., Chartered Accountants, Vadodara (Firm Registration No. 118013W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the ("AGM") of the Members held on September 30th, 2019. Their terms of office expire at conclusion of this AGM.

However, considering the RBI Guidelines for appointment and rotation of Auditors by NBFCs they have express their unwillingness to continue as Auditor of the Company for the second term.The board therefore, appointed M/s Sheladiya & Jyani, Chartered Accountant as Statutory Auditor of the Company to fill the casual vacancy. The Auditor so appointed holds office till conclusion of this AGM. Company has received Certificate from the Auditor that they fulfil the eligibility criteria as per provision of Companies Act and therefore Board propose to appoint them as Statutory Auditor of the Company.

None of the Directors is interested in the matter

38. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed JITENDRA RAMANLAL BHAGAT, Company Secretary in Practice to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed as ‘Annexure - X to this report.

39. INTERNAL AUDITOR:

Pursuant to provision section 138 of the Companies Act, Company appointed M/s N Batliwala & Co. Chartered Accountant, surat (Membership No. 140263, Firm Reg No. 154586W) w.e.f. 14.08.2023.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The Company has complied with Secretarial Standards 1, 4 relating to Board Meetings and SS2 related to General Meeting respectively.

SS3 issued by the Institute of Company Secretaries of India on declaration and payment of Dividend is not applicable as Company has not declared any dividend during the year.

Company has not failed to complete or implement any corporate action within the specified time limit nor has cancelled corporate action announced by the company during the financial year.

41. DISCLOSURES AS PER ITEM 10(I) OF PART C OF SCHEDULE V OF THE SECURITIES EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015.

No disqualification of directors certificate from company secretary in practice for the financial year ended March 31, 2024, is annexed as ‘Annexure XI to this report

42. DISCLOSURES UNDER LISTING AGREEMENT AND SEBI (LODR) REGULATIONS, 2015 CLAUSE 32 (iii)(b)

I. Shares of the company are not delisted

II. Stock Exchange has not suspended securities of the company from trading during the financial year

III. Equity Shares of the company are listed on Bombay Stock Exchange and Metropolitans Stock Exchange. The company has also paid listing fees for FY 2024-25 to the Stock Exchange.

43. CLAUSE 49.II.B.5.b PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The company has system of performance evaluation of independent directors as per norms laid down by Nomination and Remuneration Committee such norms for evaluation of performance of Independent Directors has been placed on website of the company and can be assessed at https://margtechno.com/ .

44. CLAUSE 49.IV.B.4 REMUNERATION POLICY FOR DIRECTORS, KMP AND OTHER EMPLOYEES

Relevant particular are given under the head corporate governance report attached with this report. Remuneration policy for directors, KMP and other employees has been placed on Company website https://margtechno.com/ .

45. CLAUSE 49.II.B.7.b FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The familiarization program for independent directors was conducted by the Company during the year.

46. CLAUSE 49.II.F.3 VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Company has made adequate arrangements and developed mechanism for Whistle Blowers. The policy on Whistle Blowers has been placed on Company website https://margtechno.com/.

47. CLAUSE 49.V.D MATERIAL SUBSIDIARIES

Your company has no material subsidiaries.

48. CLAUSE 49.VIII.A.2 POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS

The company has framed policy for dealing with related party transactions in consultation with audit committee. The policy on related party transactions has been placed on Company website https://margtechno.com/.

49. CLAUSE 49.II.E.2 DECLARATION OF CEO REGARDING COMPLIANCE BY BOARD MEMBERS

Said declaration is attached as ANNEXURE XII to this report.

50. CLAUSE 49.VIII.C.1/2/3/4 REMUNERATION OF DIRECTORS Necessary details are attached in corporate governance report.

51. CLAUSE 49.VIII.B COMPLIANCE WITH ACCOUNTING STANDARDS

Please refer corporate governance report attached with this report.

52. CLAUSE 49 OF LISTING AGREEMENT MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:- Company is operating in Finance Sector .

(b) Opportunities and Threats: - The Finance sector provides ample opportunities in domestic market. However, the uncertainty of government policy and increase competition has affected the profitability.

(c) Segment wise or product wise Performance: - Company operates in single segments (1) Finance. The performance of said sector is reported in Audit Report.

(d) Outlook: - The directors hopeful of better results.

(e) Risks & Concerns: -Due to competition in finance sector, Company is expecting to heavy pressure of profitability in the years to come.

(f) Internal control systems and their adequacy: - Company has developed adequate internal control system and looking to the size of the company said system is operating adequately and effectively.

(g) Discussion on financial performance with respect to operational performance; -The Financial performance is reported in directors report.

(h) Human Resources Management Initiatives:-All the efforts are made to rationalize its manpower and make effective use of the same.

53. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & Para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesnt exceed Rs.10 Crore and net worth doesnt exceed Rs 25crores.

However certain important information as required under corporate governance rules are attached as ANNEXURE XIII.

54. CLAUSE 49.XI.A AUDITORS CERTIFICATE FOR COMPLIANCE WITH CORPORATE GOVERNANCE

Certificate from auditors regarding non applicability of compliance of conditions of corporate governance is annexed as ANNEXURE XIV.

55. DIVIDEND DISTRIBUTION POLICY

Disclosure requirements under regulation 43 a SEBI (listing obligations disclosure requirements), 2015 on dividend distribution policy is not applicable to the company

56. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Company has no demat suspense account or unclaimed suspense account and other disclosure thereof are not applicable.

57. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Since your company do not fulfill the conditions prescribed for business responsibility and sustainability reporting said clause is not applicable.

58. INSURANCE

All Inventories and Property, Plant, equipment are adequately insured.

59. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

60. ACKNOWLEDGMENT

The Directors express their sincere thanks to the employees, customers, suppliers, companys bankers and members of the company for their continued support.

	For & On Behalf of the Board of Directors
	MARG TECHNO PROJECT LIMITED
	-Sd/-
	AKHIL NAIR
	Chairman & Managing Director
Place: Surat	DIN: 07706503
Date:31st Aug, 2024
Regd Office: 1206, Royal Trade Centre,
Opp. Star Bazar, Adajan, Surat - 395009
Email:margtechno@gmail.com
Website: https://margtechno.com/