markolines pavement technologies ltd share price Directors report


To,

The Members,

Your Directors have great pleasure in presenting to you the 20th Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March 2022.

1. Financial Results:

Our Company has been incorporated with the Registrar of Companies, Mumbai, Maharashtra, India, on 8th November 2002 with the Corporate Identity No.U99999MH2002PTC156371.

The financial results of the Company for the financial year have been summarized herein below for the reference of the members:

(Amounts in )

Particulars For the year ended 31st March 2022 For the year ended 31st March 2021
Net Revenue From Operations 1,86,64,32,764/- 1,57,70,61,357/-
Other Income 25,52,614 25,90,522/-
Total Income 1,86,89,85,378/- 1,57,96,51,880/-
Total Expenses Excluding Depreciation, Interest, Tax & Amortization 1,63,87,15,076/- 1,44,52,19,495/-
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization 23,02,70,303/- 13,44,32,385/-
Less: Interest & Financial Charges 5,49,50,889/- 4,38,10,360/-
Depreciation & Amortization 2,64,67,923/- 2,45,82,962/-
Profit /(Loss) Before Tax and Exceptional Items 14,88,51,490/- 6,60,39,062/-
Exceptional Item - Provision for CSR Expenses 21,07,315/- 14,41,730/-
Profit Before Tax 14,67,44,175/- 6,45,97,332/-
Less: Provision For Tax
- Current Tax 4,98,33,480/- 2,60,79,600/-
- Deferred Tax Liabilities/(Assets) (37,32,251)/- (28,76,049)/-
- Prior year Taxes (4,38,250)/- 12,28,736/-
Net Profit After Tax 10,10,81,196/- 4,01,65,045/-

2. Overview and Company Performance:

The companys total turnover is of Rs 1,86,89,85,378/- including Rs 1,86,64,32,764/- as revenue from main operations and Rs 25,52,614/- from Other Income. The Company has been able to record a profit of Rs 10,10,81,196/- after payment of tax.

Your Directors are hopeful and committed to improving the profitability of the Company in the coming year. The Directors are mainly aiming to achieve this by the provision of quality services, wide spreading its services, the addition of new services into their portfolio and capitalizing on the opportunities provided by the industry and the market.

3. Significant Events during the financial year:

There are no significant events during the financial year, except the following:

a. Initial Public Offering of Equity Shares of the Company and Listing on SME Platform of BSE:

As members must be aware that the Company has successfully filed its Draft Red Hearing Prospectus for getting listed on the SME Board of BSE in the month of August 2021 and accordingly has received the in-principle approval for the SME IPO, in the month of September 2021. Accordingly, the Company came up with its Initial Public Offering of Equity Shares in the month of September 2021 and got listed on the SME Platform of BSE with effect from 27th September 2021.

b. Issue of Equity Shares to Public (Initial Public Offering)

During the financial year 2021-22, on 23rd September 2021 the Company allotted 51,28,000 Equity Shares of Rs 10/- each to the Public at the Issue price of Rs 10/- per share and a premium of Rs 68/- per equity share, through an Initial Public Offering. Accordingly, the post-issue paid-up capital of the Company increased from Rs 13,97,95,200/- consisting of 1,39,79,520 equity shares of Rs 10/- to Rs 19,10,75,200/- consisting of 1,91,07,520 equity shares of Rs 10/- each as on March 31, 2022. There has been no change of business during the year under review.

c. Participation in the Bidding process for the Acquisition of shareholding of IL&FS Engineering and Construction Company Limited

The Board of Directors of the Company has submitted a Bid, under the Swiss Challenge Method as per the Resolution Process, to acquire the shareholding held by Infrastructure Leasing and Financial Services Limited ("IL&FS") and IL&FS Financial Services Limited ("IFIN") in IL&FS Engineering and Construction Company Limited ("IECCL") in a Consortium of the other Investor. The Bid submitted by the Consortium has been accepted by IL&FS, and now has been initiated for inviting counter bids. The consummation of the transaction shall be subject to the outcome of the Swiss Challenge Method and other necessary approvals, as may be required, from statutory authorities and non-statutory stakeholders including the Honble NCLT.

d. Appointment of Mr. Prashant Mohite as Internal Auditor of the Company:

Mr. Prashant Mohite, Chief Administrative Officer of the Company, was appointed as the Internal Auditor of the Company on 23 September 2021.

e. Listing of the Company on the SME Platform of BSE:

During the year under review, the Company was listed on the SME Platform of BSE on 27 September 2021.

f. Alteration in Memorandum of Association of the Company to increase in Authorised Share Capital of the Company:

Alteration in Name Clause of Memorandum of Association of the Company pursuant to increase in Authorised Share Capital of the Company from Rs 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crores Only) equity shares of 10/- (Rupees Ten Only) each to Rs 27,00,00,000/- (Rupees Twenty Seven Crores Only) divided into 2,70,00,000 ( Two Crores Seventy Lakhs Only) Equity Shares of 10/- (Rupees Ten Only) each.

g. According to the consent of shareholders pursuant to section 185 of the Companies Act, 2013:

The Company has accorded the consent of the members of the Company, so as to enable the Company to advance loans or give any guarantee or provide any security in connection with the loan taken by other group companies and accordingly the enabling provision as per section 185 of the Companies Act, 2013 has been passed in the Extra Ordinary General Meeting held on 1st December, 2020.

h. Enabling Sections under sub-sections, 180(1)(a) and 180(1)(c) of the Companies Act, 2013:

Considering the necessary present business strategies, and future plans, the Company has already sought approval of members under Sub-Section 180(1)(a), and 180(1Xc) of the Companies Act, 2013.

4. Material changes between the period from the end of the financial year to the date of the report of the Board:

There are no material changes between the periods from the end of the financial year to the date of the report of the Board.

a. Appointment of Secretarial Auditor:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2021-22. The Report of the Secretarial Auditor for the financial year 2021-22 is annexed to this report - Annexure I.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

b. Fund Raising by way of the Rights Issue of the Equity Shares

The Board of Directors of the Company has resolved in the Board Meeting of the Directors held on 21st April 2022 for raising the funds by way of Rights Issue of Equity Shares of the Company for an amount not exceeding Rs 50 Crore to the eligible equity shareholders of the Company as on the record date. The detailed terms in relation to the Rights Issue, including but not limited to the issue price, rights entitlement ratio, record date, timing, and terms of payment will be determined in due course. The same will be notified to the Shareholders of the Company as well as the Stock Exchange where the equity shares of the Company is listed.

c. Change in Capital Structure of the Company

The Board of Directors of the Company has resolved in the Meeting of the Board of Directors held on 23rd June 2022 that the Authorised Share capital of the Company shall be increased from Rs 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crores Only) equity shares of 10/- (Rupees Ten Only) each to Rs 27,00,00,000/- (Rupees Twenty Seven Crores Only) divided into 2,70,00,000 ( Two Crores Seventy Lakhs Only) Equity Shares of 10/- (Rupees Ten Only) each, subject to the approval by the Shareholders of the Company. Accordingly, the Extra-ordinary General Meeting of the Shareholders of the Company was held on 27th July 2022, wherein the Shareholders of the Company approved

the proposal of the Board of Directors to increase the Authorised Share Capital of the Company as mentioned above.

Issued and Paid Up Share Capital:

As on 31st March 2022, the Company has paid up share capital of Rs 19,10,75,200/- (Rupees Nineteen Crore Ten Lakhs Seventy-Five Thousand Two Hundred Only) divided into 1,91,07,520 (One Crore Ninety-One Lakhs Seven Thousand Five Hundred and Twenty) equity shares of Rs 10/- (Rupees Ten Only) each.

During the year under review, there is no change in capital structure except the allotment of shares pursuant to the allotment of shares Initial Public Offer.

5. Change in the nature of business:

The Company is engaged in the business of providing highway O&M services and there is no change in the nature of the business of the Company during the financial year under review.

6. Dividend:

Your Directors are pleased to recommend a final dividend of 5% (i.e. Rupees Fifty Paisa) on the fully paid- up Equity Shares of Rs 10/- each of the Company, for the Financial Year ended March 31 2022 which is payable on obtaining the Shareholders approval at the Twentieth Annual General Meeting. The dividend, if approved, Will be paid on or before 30 days from the conclusion of the AGM. The record date for the said purpose will be 23rd day of September, 2022. The dividend payout amount for the current year inclusive of tax on dividends will be Rs 95,53,760/-

7. Utilization of IPO Fund:

The Initial Public Offer fund has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

8. Transfer to reserves:

Your Directors do not propose to carry any amount to any reserves, during the financial year.

9. Deposits:

The Company has neither accepted nor invited any deposits from the public during the financial year pursuant to provisions of sections 73 and 74 of the Companies Act, 2013.

There were no unclaimed or unpaid deposits as on 31st March 2022.

10. Extract of Annual Return:

The Extract of annual return as provided under subsection (3) of section 92 of the Companies Act, 2013, are available on the website of the Company at the https:// www.markolines.com/investors/annual-reports/reports

11. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

There was no amount outstanding to be an unclaimed dividend which shall be transfered to investor education education and protection fund during the FY 2021-2022.

12. Corporate Governance:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a) Listed entity having paid up equity share capital not exceeding 10 Crore and Net Worth not exceeding 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2021-2022.

13. Non Applicability of the Indian Accounting Standards:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015,

Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April, 2017.

14. Directors and Key Managerial Personnel:

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, One Executive Directors, One Non-Executive Non-Independent Director and Two Independent Directors.

The details are as follows:

Sr. No. Name DIN No. Designation
1. Sanjay Bhanudas Patil 00229052 Chairman & Managing Director
2. Karan Atul Bora 08244316 Executive Director
3. Anjali Shivaji Patil 02136528 Independent Director
4. Kirtinandini Sanjay Patil 09288282 Non-Executive Director
5. Akash Manohar Phatak 09288697 Independent Director

15. Directors Responsibility Statement:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31st March 2022, the applicable accounting standards had been followed along with proper explanation relating to 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 as at 31st March 2022 and of the profit and loss of the company for that period;

(iii) 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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.

16. Disclosures By Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

17. Disqualifications Of Directors:

During the financial year 2021-2022 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

18. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (AT? by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2021-22.

19. Details of the Complaint Received/Solved/Pending during the year:

Sr. No. Nature of Complaint Nature of Complaint Complaints solved Complaints pending
1. Non-receipt of shares certificate after transfer etc. Nil Nil Nil
2. Non-receipt of dividend warrants Nil Nil Nil
3. Query regarding Demat credit Nil Nil Nil
4. Others Nil Nil Nil
Total Nil Nil Nil

20. Statutory Auditors and Audit Report:

As members must be aware that pursuant to provisions of section 139 of the Companies Act, 2013, M/s. Gupta Agarwal & Associates, Chartered Accountants, was appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 18th Annual General Meeting till the conclusion of 23rd Annual General Meeting.

Statutory Auditors comments on the Annual Financial Statements of the Company for the year ended 31st March, 2022, are self-explanatory and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditor in their reports on the Annual Financial Statement of the company for the year under review.

21. Details of Fraud reported by the Auditor:

As per auditors report, no fraud u/s 143(12) has been reported by the Auditor.

22. Boards Comment on Auditors Report:

The observations of the Statutory Auditors, when read together with the relevant notes to accounts and other accounting policies are self-explanatory and do not call for any further comment.

23. Secretarial Audit:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year 2021-22. The Report of the Secretarial Auditor for the Financial Year 2021-22 is annexed to this report as Annexure-I.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

24. Appointment of Internal Auditor:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s R. G. Mundada & Company, Pune, Chartered Accountant as the Internal Auditor of the Company, for the financial year 2022-2023.

25. Subsidiary Company:

The Company has no subsidiary Company and hence comments and information as required under section 129 of the Companies Act, 2013 is not required to be attached herewith.

26. Compliance with Applicable Secretarial Standards:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118 (10) of the Companies Act, 2013.

27. Management discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached as an Annexure-II.

28. Declaration By Independent Directors:

The Company had received a declaration from all the Independent Director of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing regulations and are independent of the management.

29. Independent Directors Meeting:

The Independent Directors met during the financial year without the attendance of Non- Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

30. Evaluation of Board, Its Committee, and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act 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 Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non- independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and inputs in meetings etc.

The Performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

31. Number of meetings of the Board of Directors:

During the financial year under review, the Board of Directors duly met 14 times respectively on 9th April 2021,

07th May 2021, 15th June 2021, 14th July 2021, 31st July 2021, 12th August 2021, 17th August 2021, 20th August 2021, 21st August 2021, 23rd August 2021, 26th August 2021, 23rd September 2021, 14th November 2021, 07th January 2022, 25th January 2022 and 16th February 2022 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.

Whereas there have been Four Extra Ordinary General Meetings held during the financial year namely, First on 19th April 2021, Second on 12th August 2021, Third on 17th August 2021, and Fourth on 21st August 2021.

The Annual General Meeting was held on 24th August 2021. Board Committees

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has the following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. CSR Committee

A. Audit Committee Meetings:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Audit committee comprises of:

Mr. Akash Manohar Phatak Chairman Independent Director
Mrs. Anjali Shivaji Patil Member Independent Director
Mr. Sanjay Member Chairman &
Bhanudas Patil Managing Director

The scope and terms of reference of the Audit Committee is in accordance with the Act and the Listing Regulations.

During the financial year ended on 31st March 2022, 3 (Three) meetings of the Audit Committee were held on 21st August 2021, 28th August 2021, and 14th November 2021 which were attended by all the members of the committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee") comprises of:

Mr. Akash Manohar Phatak Chairman Independent Director
Mrs. Anjali Shivaji Patil Member Independent Director
Mr. Karan Atul Member Non Independent
Bora Director
Mr. Sanjay Member Chairman & Managing
Bhanudas Patil Director

The Board has, on the recommendation of the NRC framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees is available on the website of the Company i.e. www.markolines.com.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee comprises of:

Mr. Akash Manohar Phatak Chairman Independent Director
Mrs. Anjali Shivaji Member Independent
Patil Director
Mr. Sanjay Bhanudas Member Chairman &
Patil Managing Director

D. Corporate Social Responsibility Committee

The Company is required to constitute a Corporate Social Responsibility Committee as it falls within purview of Section 135(1) of the Companies Act, 2013. Accordingly, the Company have constituted a Corporate Social Responsibility Committee and the Committee consists of Independent Directors and Directors of the Company as listed below:

Mr. Akash Manohar Chairman Independent
Phatak Director
Mrs. Anjali Shivaji Member Independent
Patil Director
Mr. Sanjay Bhanudas Member Chairman &
Patil Managing Director

During the financial year 2021-22 the Company has spent Rs 27,77,256/- (Rupees Twenty Seven lakh Seventy-Seven Thousand Two Hundred and Fifty-Six only) towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure III to the Directors Report.

32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 for the year ended March 31, 2022

A. Conservation Of Energy

To reduce the energy conservation from Lighting, replacement of Conventional GLS lamps, FTLs, and CFLs with efficient LED lighting and replacement of Street/ outdoor lighting HPSV/ Halogen/ FTL fixtures with LED lighting fixtures were undertaken at offices and sites locations of the Company.

In addition to the above company continues to take the following measures:

i. Improved monitoring of energy consumption through smart metering and integration with building management systems.

ii. Creating awareness among employees to conserve energy and follow protocols while leaving the workplace.

iii. The company being an energy efficiency initiative takes special care in the procurement of equipment, the focus is on energy-efficient systems for a greener future.

B. Technology Absorption

With the advent of new technology in infrastructure, the IT Systems, Servers, and software used by the Company are installed as per international standards. The major technological base includes the following:

i. Installation of contemporary IT Hardware and Infrastructure including Domain Servers, Database servers, Web Servers, Internet Security Consoles, SQL Server Management Studio, etc.

ii. The Company is implementing the SAP System which will bring innovative technology, help to improve cost efficiency, advanced data management, precise analysis, and forecasting, and also will provide data security.

iii. The use of Internet-based communication and advanced technology has reduced paper communication wherever possible and has resulted in a quicker and more transparent informationsharing system.

iv. The benefits derived from Technology absorption are higher efficiency, better reliability, and availability, reduced maintenance environment- friendly atmosphere, and a reduction in printing cost.

v. The Company continues to use the latest technologies for improving the quality of its services.

vi. The Companys operations do not require the significant import of technology.

C. Foreign Exchange Earnings And Outgo

There are no foreign exchange earnings or outgo during the financial year.

33. Related Party Transactions:

During the financial year under review the Company has entered into related party transactions and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with provisions of rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

Form AOC - 2

(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

S r. Particulars No. Details
1. Details of Contracts or arrangements or transactions not at arms length basis NIL
2. Details of material contracts or arrangements or transactions at arms length basis NIL
Name(s) of the related party and nature of relationship Nature of contracts/ arrangement/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value, if any: Date(s) of approval by the Board, if any: Amount paid as advances, if any:
Mr. Sanjay Patil - Key Managerial Personnel Outstanding Loan Ongoing Outstanding Loan worth Rs 5,85,13,022/- during the year. — —
Mr. Sanjay Patil - Key Managerial Personnel Directors Remuneration Ongoing Directors Remuneration paid amount of Rs 57,00,807/- during the year
Mr. Karan Bora - Key Managerial Personnel Directors Remuneration Ongoing Directors Remuneration paid amount of Rs 39, 69,533/- during the year — —
Mr. Vijay Oswal - Key Managerial Personnel Repayment of Loan Closed Repayment of Loan worth 13,74,006/- during the year. — —
Mr. Vijay Oswal - Key Managerial Personnel Directors Remuneration Closed Directors Remuneration paid till the resignation amount of Rs 6,91,936/- during the year.
Mr. Vijay Oswal - Key Managerial Personnel CFO Remuneration Ongoing CFO Remuneration paid amount of Rs 11,08,064/- during the year — —
Ms. Safala Oswal - Key Managerial Personnels relatives Repayment of Loan Closed Repayment of Loan worth Rs 1,15,72,700/- during the year. — —
Ms. Shailaja Gaikwad - Key Managerial Personnels relatives Repayment of Loan Closed Repayment of Loan worth Rs 58,113/- during the year. — —
M/s. Markolines Infra Private Limited - Group Companies Advances Closed Repayment of Advances Rs 21,72,80,855/- during the year. — —
M/s. Markolines Technologies Private Limited - Group Companies Consultancy Fees Ongoing Outstanding worth Rs 31,96,090/- during the year.

34. Significant and material orders passed by the regulators or courts or tribunals impact the going concern status and Companys operations in the future:

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and Companys operations in the future. The Company did not made any application or there are no proceedings pending under Insolvency Bankruptcy Code, 2016.

35. Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies / judicial institutions, in the financial year:

The Company has filed applications under section 441 of the Companies Act, 2013 for Compounding of Offence under sections 96, 185 & 186 of the Companies Act, 2013 and Rules there under. The applications are under consideration before Registrar of Companies/ Regional Director.

36. Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Company being a Public Limited Company as on 31st March 2022, the Company has constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

37. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

38. Particulars of Employee:

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

39. Risk Management:

So far there are elements of Risk, the mitigation and Reduction was being done through implementation of ISO Certification. While the risks are low, the Company plan to launch formal Risk Management Policy. This will help to manage the overall process of risk management in the organization covering operational, financial, strategic and regulatory risk.

40. Internal Controls Systems and their adequacy:

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

41. Material Changes and Commitments:

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

42. Cost Audit:

The provision of Cost Audit as per section 148 is not applicable to the Company.

43. Disclosure as required under Section 22 of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013:

As per requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors, if such situation arises. The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received : NIL

b) No. of Complaints disposed : NIL

44. Other Information:

During the financial year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

45. Cautionary Statement:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

46. Acknowledgments:

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all the employees of the Company towards the Company. Directors take this opportunity to express their gratitude for the valuable assistance and cooperation extended by Banks, Vendors, Customers, Advisors, and other business partners. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of the Board of
Markolines Pavement Technologies Limited
(Formerly known as Markolines Traffic Controls Limited)
Sanjay Patil
Chairman & Managing Director
DIN: 00229052