undefined share price Directors report


To,

The Members,

Your Directors have great pleasure in presenting to you the 21st Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended 31st March 2023.

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 Rupees)

Particulars For the year ended 31st For the year ended 31st
March 2023 March 2022
Net Revenue From Operations 3,11,80,02,388/- 1,86,64,32,764/-
Other Income 62,57,150/- 25,52,614/-
Total Income 3,12,42,59,538/- 1,86,89,85,378/-
Total Expenses Excluding Depreciation, 2,84,19,27,111/- 1,63,87,15,076/-
Interest, Tax & Amortization
Profit/(Loss) Before Depreciation, In - 28,23,32,427/- 23,02,70,303/-
terest, Tax & Amortization
Less: Interest & Financial Charges 3,29,83,938/- 5,49,50,889/-
Depreciation & Amortization 2,26,16,574/- 2,64,67,923/-
Profit /(Loss) Before Tax and Excep - 22,67,31,915/- 14,88,51,490/-
tional Items
Exceptional Item – Provision for CSR 29,44,149/- 21,07,315/-
Expenses
Profit Before Tax 22,37,87,766/- 14,67,44,175/-
Less: Provision For Tax
- Current Tax 6,80,97,062/- 4,98,33,480/-
- Deferred Tax Liabilities/(Assets) (17,63,438)/- (37,32,251)/-
- Prior year Taxes - (4,38,250)/-
Net Profit After Tax 15,74,54,142/- 10,10,81,196/-

2. Overview and Company Performance:

The companys total turnover is of Rs. 3,12,42,59,537/- including Rs. 3,11,80,02,388/- as revenue from main operations and

Rs. 62,57,149/- from Other Income. The Company has been able to record a profit of Rs. 15,74,54,141/- 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. Issue of Rights Issue:

As members must be aware that on January 27, 2023 the Company had open the Issue of Rights Issue of up to 29,85,550 As members must be aware that on January 27, 2023 the Company had open the Issue of Rights Issue of up to 29,85,550 Equity Shares of Face Value Of 10.00 Each ("Equity Shares" Or "Rights Equity Shares) of the Company for cash at a price of 167 per Rights Equity share including a share premium of 157 per Rights Equity share aggregating up to 4985.87 Lakh on a Rights Basis to the eligible equity Shareholders of our Company in the ratio of 5(five) rights equity shares for every 32 (thirty two) fully paid-up equity shares which was closed on February 24, 2023. Due to the unfavorable market conditions, the said rights issue could not receive the minimum subscription of 90%, and hence your Board of Directors declared in its meeting held on February 24, 2023, that the issue is ‘Unsubscribed. Therefore, as per Regulation 86 of SEBI ICDR Regulations, the Company have refunded the entire subscription amount received by the applicants within 4 (Four) days from the Issue Closing Date. b.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 2022. c. 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 secsections6, 180(1)(a), and 180(1)(c) 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 2022-23. The Report of the Secretarial Auditor for the financial year 2022-23 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.

5. Change in the nature of business:

The Company is engaged in the business of providing highway operations & maintenance 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 7% (i.e. Rupees Seventy Paisa) on the fully paid-up Equity

Shares of Rs. 10/- each of the Company, for the Financial Year ended March 31, 2023, which is payable on obtaining the Shareholders approval at the 21st Annual General Meeting. The dividend, if approved, will be paid within a period of 30 days from the date of AGM. The record date for the said purpose will be 22nd September 2023. The dividend payout amount for the current year inclusive of tax on dividends will be 1,33,75,264/-

7. Share capital:

Authorised Share Capital: -

The Authorised Share Capital of the is Rs.27,00,00,000/ (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores Seventy Lacs) equity shares of Rs. 10/- (Rupees Ten) each. There has been no change in the Authorized Share Capital of the Company in the financial year.

Issued and Paid-Up Share Capital:

The Company has paid up share capital of Rs.19,10,75,000/- (Rupees Nineteen Crores Ten Lacs Seventy-Five Thousand Only) divided into 1,91,07,500 (One Crore Ninety One Lacs seven Thousand Five Hundred Only) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March 2023.

8. 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.

9. Transfer to reserves:

Your Directors do not propose to carry any amount to anyreserves,duringthefinancialyear.

10. 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 2023.

11. Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies

(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 st March, 2023 is available on the Companys website and can be accessed at https://markolines.com/investors/annual-reports/ reports

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

There was no amount outstanding to be transferred to Investor Education and Protection Fund during the FY 2022-2023.

13.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 Rs.10 Crore and Net Worth not exceeding Rs.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. tions Of Directors:

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 2022-2023.

14. 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 1 st April 2017.

15. 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:

Board of Directors -

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

Key Managerial Personnel -

Sr. No. Name Designation
1. Vijay R. Oswal Chief Financial Officer
2. Parag Jagdale Company Secretary & Complaince Officer

16. 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 2023, 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 of 31st March 2023 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 laid down internal financial controls to be followed by the Company and that such internal fi -nancial controls are adequate and were operating effectively.

(vi) 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.

17. 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.

18.

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required undertheprovisionsofSection 164(2) of the Companies Act, 2013 read withCompanies(AppointmentandQualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

19. 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 (ATRs) 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 2022-23.

20. 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

21. 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, 2023, 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.

22. Details of Fraud reported by the Auditor:

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

23. 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.

24. 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 2022-23. The Report of the Secretarial Auditor for the Financial

Year 2022-23 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.

25. 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, Chartered Accountant, Pune, as the Internal Auditor of the Company, for the financial year 2022

2023.

26. 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.

27.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.

28. 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 herein in this Annual Report.

29. 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.

30. 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 between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

31. 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 48

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.

32. Number of meetings of the Board of Directors:

During the financial year under review, the Board of Directors duly met 10 times respectively on 1st April 2022, 21st April 2022, 30th May 2022, 23rd June 2022, 5th September 2022, 14th November 2022, 06th December 2022, 11th January 2023, 7th February 2023 and 24th February 2023 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 has been one Extra Ordinary General Meetings held during the financial year held on 27th July 2022. The Annual General Meeting was held on 30th September 2022.

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 Bhanudas Patil Member Chairman & 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 2023, 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. information

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

During the financial year 2022-23 the Company has spent Rs. 21,07,315/- (Rupees Twenty-One Lakhs Seven Thousand

Three Hundred and Fifteen only) towards CSR expenditure. The Annual Report on Corporate Social Responsibility (CSR) Activities is attached herewith as Annexure II to the Directors Report.

33. The Information pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to median employees remuneration for the financial year under review is as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary of the Company and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23:

Name % Increase / (Decrease) in the remuneration Ratio of the remuneration of each Director / to median remuneration of the employ- ees
Executive Directors
Sanjay Patil, Managing Director NIL 35.46:1
Karan Bora, Executive Director NIL 17.73:1
Key Managerial Personnel
Vijay Oswal, CFO NIL 8.86:1
Parag Jagdale, Company Secretary and NIL 3.63:1
Compliance Officer

*There was no increase in the remuneration of Managing Director, Executive Director and Chief Financial Officer of the Company since their remuneration was approved with effect from 21st August, 2021 via a Special Resolution at the EGM held on 21st August, 2021.

2. The percentage increase in the median remuneration of employees in the financial year: 10.27%

3. The number of permanent employees on the rolls of the Company as on 31st March, 2023: 1458 employees.

4. Average percentiles increase already made in the salaries of employees other than the managerial Personnel in the last financial year and its comparison - NIL.

5. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company

34. 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, 2023.

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 information-sharing system. iv. The benefits derived from Technology absorption are higher efficiency, better reliability, and availability, reduced main -tenance 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.

35. 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)

Sr. No. Particulars Details
1. Details of Contracts or arrangements NIL
or transactions not at arms length
basis
2. Details of material contracts or ar- NIL
rangements or transactions at arms
length basis

 

Name(s) of the related party and nature of rela- tionship Nature of con- tracts/ arrange- ment/ transac- tions Duration of the contracts / arrange- ments/trans- actions Salient terms of the con- tracts or ar- rangements or transactions including the value, if any: Date(s) of approval by the Board, if any: Amount paid as advanc- es, if any:
Mr. Sanjay Patil – Key Managerial Personnel Outstanding Loan Ongoing Outstanding Loan worth Rs. 2,89,09,641/- during the year.
Mr. Sanjay Patil – Key Managerial Personnel Directors Remunera- tion Ongoing Directors Remuner- ation paid amount of Rs. 72,00,000/- during the year
Mr. Karan Bora – Key Managerial Personnel Directors Remunera- tion Ongoing Directors Remuner- ation paid amount of Rs. 42,00,000/- during the year

 

Mr. Vijay Oswal – Key Managerial Personnel CFO Remu- neration Ongoing CFO Remuneration paid amount of Rs. 18,00,000/- during the year
M/s. Markolines Infra Private Limited – Group Companies Advances Closed Repayment of Advances Rs. 6,86,65,598/- during the year.
M/s. Markolines Technologies Private Limited – Group Com- panies Consultancy Fees Ongoing Outstanding worth Rs. 28,07,982/- during the year.
Unique UHPC Markolines LLP – Group Company Investment Ongoing Invest made of worth Rs. 8,36,90,000/- during the year

36. 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.

37.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, in the year 2021. The applications are under consideration before Registrar of Companies/ Regional Director.

38. 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 2023, 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.

39. 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.

40. 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.

41. 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.

42. 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 protecting assets from unauthorized use or losses, compliance with regulations.

43. 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.

44. Cost Audit:

52

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

45. 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

46.Other Information:

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

Institution.

47. 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.

48.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

Date: 5th September, 2023.

Place: Mumbai.

CAUTIONARY STATEMENT: Some of the statements in the report may be forward looking and are stated as required by applicable laws & regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. The Companys Performance is dependent on several external factors such as performance of monsoons, government policy, fluctuation of prices of raw material and finished products and also their availability, and not to say the least, the pandemic situation in the country, which could adversely affect the operations of the Company.