Your Directors have pleasure in presenting the 22nd Annual Report togetherwith the Audited Accounts of your Company for the year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
The financial results of the Company for the period ended 31st March 2015is summarized as below:
(Rs. In Lakhs)
|Description ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Income from Operations ||- ||11.12 |
|Non-operating Income ||- ||20.14 |
|Total Income ||- ||31.26 |
|Expenditure ||36.80 ||84.65 |
|Gross Profit /(Loss) (before depreciation Finance Costs and tax) ||(36.80) ||(53.39) |
|Finance Costs ||0.04 ||- |
|Depreciation ||59.99 ||43.96 |
|Profit/(Loss) before Tax ||(87.63) ||(97.35) |
|Provision for Income Tax ||(7.91) ||1.67 |
|Profit/(Loss) after Tax ||(80.18) ||(99.02) |
|Brought Forward Profit ||- ||1147.16 |
|Balance Carried to Balance Sheet ||- ||1048.14 |
2. BUSINESS OPERATIONS OVERVIEW AND FUTURE PROSPECTS
There is no income for the company in this year compared to 11.12 lacs in the previousyear. The general market conditions and high input cost is the main reason for such fallin the turnover. Your Company envisages in taking up diversified projects. Owing toadverse market conditions your Company has not taken up any new contract during theperiod of review. However the Company has utilised the assets and equipments by givingthem on hire. Your Company is willing to execute the engineering procurement andconstruction (EPC) and operation and management (O&M) aspects. In near future MPILwill develop a rich in-house expertise in both EPC and O&M verticals. This experiencehelps the Company to manage the entire tolling and maintenance functions during operationsphase. Further the Board is taking up steps to take up more projects in near future.
Due to losses incurred by the company your Board do not recommend any dividend for theyear under review.
4. SUBSIDIARY COMPANIES
Your Company does not have any subsidiary Companies.
5. FIXED DEPOSITS
During the year your Company has not accepted any deposits from the public.
Mr. G. Srinivasa Reddy Director retires at this Meeting and being eligible offershimself for reappointment.
Mr. Abdul Hakeem Director has resigned from the Directorship of the Company w.e.f.30th April 2015. The Board placed on record its appreciation for the services provided byhim during the tenure of his office as Director of the Company.
Pursuant to Section 161(1) of the Companies Act 2013 and Articles of Association ofthe company Mr. S Chandrashekaran who was appointed as an Additional Director (NonExecutive - Independent) of the company w.e.f 30.09.2014 and who holds office upto theensuing Annual General Meeting and in respect of whom the company has received requisitenotice under section 160 of Companies Act 2013 in writing from a member proposing Mr. SChandrashekaran as director of the company be and is hereby appointed as independentdirector of the company to hold office for period of 5 years.
As per Section 149(10) of the Companies Act 2013 the Independent Director shall holdoffice for a term up to five consecutive years on the Board of a company but shall beeligible for reappointment by passing of special resolution in the company and disclosureof such appointment shall be made in the Board's report. However they shall not beconsidered for director liable to retire by rotation.
In pursuant to the provisions of the Act and Listing Agreement Mrs. Jayashri Samal BA.LLB. has been appointed as a Woman Director w.e.f 20.03.2015 and her appointment will beregularized at the ensuing Annual General Meeting subject to the approval of theshareholders.
During the year under review the Board of Directors met 5 times. In accordance withthe provisions of the Companies Act 2013 a separate meeting of the Independent Directorsof the Company was held on February 12 2015.
8. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII ofSchedule IV of the Companies Act 2013 the Board is of opinion that a system forperformance evaluation of itself and its committees would be established very soon. Ascontemplated by the Act the independent directors at a meeting conducted a review of theperformance of the Chairman after taking into account the views of the non-executivemembers of the Board.
9. AUDIT RELATED MATTERS
M/s. K Ramkumar & Co. Chartered Accountants Chennai Statutory Auditors of theCompany retires at the ensuing Annual General Meeting and offer themselves forre-appointment from the conclusion of the ensuing Annual General Meeting till theconclusion of the next Annual General Meeting held thereafter as per the provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 subject toratification of the appointment by the members at every AGM held after the ensuing AGM.The Company has received their Consent Letter to the effect that their re-appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013.
B. SECRETARIAL AUDITOR
The Board had appointed M/s Satyaki Praharaj & Associates Company Secretaries inWhole-time Practice to carry out the Secretarial Audit under the provisions of section 204of the Companies Act 2013 and the Rules made thereunder. The report of the SecretarialAuditor is enclosed to this report as Annexure A.
10. POLICY AND OTHER MATTERS
A. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
B. EXTRACT OF ANNUAL RETURN
In terms of Section 134 of the Companies Act 2013 read with Rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2014-15 is provided in Annexure B to this report.
C. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Agreement the Management Discussionand Analysis Report titled as Management Report is presented in a separate section of theAnnual Report.
D. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not taken any loan from Banks & Financial Institutions etc..
E. RELATED PARTY TRANSACTIONS
The company does not have Subsidiary Companies and it has not entered any related partytransactions with Group Companies.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 inrelation to the audited financial statements of the Company for the year ended March 312015 Your Directors hereby confirmed that;
i) In the preparation of the Annual Accounts for the financial year ended 31st March2015 the applicable accounting standards has been followed and there were no materialdepartures;
ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss account of the Company for the year under review;
iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) They have prepared Annual Accounts for the financial year ended 31st March 2015 ona going concern basis.
v) They had devised proper systems internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and have been operatingeffectively.
vi) The systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.
Reply to the Observation of the Auditor made in Auditors' Report
In respect of the Auditors' observation in para iv of the Annexure to the Auditors'Report with regard to internal audit system the Company due to financial constraintscould not appoint an Internal Auditor. However in the management perspective theprocedures and methods followed and the inspections carried out by the management atregular intervals.
Point 7(a) of Annexure to the Auditors' report:
The delay in the payment of Provident fund Income Tax and other statutory dues weredue to lower cash inflows from the existing projects and the company is arranging to makethe payments shortly.
Reply to the observations made in Secretarial Auditor Report
a) The Company has filed the DIR-12 with Registrar of Companies upon her appointmentand communicated the same to the stock exchange.
b) The Company will appoint Key Managerial Persons shortly.
c) The Company will file the Annual Financial Statements for the Financial Year2013-2014 with Registrar of Companies shortly.
12. PARTICULARS OF EMPLOYEES
During the year none of the employees of the Company were in receipt of remunerationwhich in aggregate exceeded the limits fixed under as prescribed in the Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theprescribed particulars of Employees as required under Section 197 (12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 for the year 2014-15 is not required to annexed to the Directors report as nodirectors are in receipt of any remuneration from the company.
13. INDUSTRIAL RELATIONS
During the year there was no increase in manpower due to the adverse market conditionand slowdown in company's business.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Your Company has taken adequate measures to conserve energy and the Company believesthat productivity from all its workforces can be achieved with interface of latesttechnology.
Your Company is not an industrial undertaking in terms of Section 134(3)(m) of theCompanies Act 2013 read along with Companies Rule 8(3) of the Companies (Accounts) Rules2014 and hence particulars regarding conservation of energy technology absorption andadaptation are not applicable and hence the same are not provided.
There are no Foreign Exchange earnings or outgo during the financial year 2014-15.
15. THE MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report for the year ended under review asstipulated under Clause 49 of the Listing Agreements is presented in a separate sectionforming part of the Directors Report.
16. CORPORATE GOVERNANCE
Your Directors adhere to the requirements set out by the Securities Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. Report on Corporate Governance as per Clause 49 of the Listing Agreement hasbeen provided in a separate section forming part of the Directors Report.
17. VIGIL MECHANISM
The Company has established a vigil mechanism to promote ethical behaviour in all itsbusiness activities and has in place a mechanism for employees to report any genuinegrievances illegal unethical behaviour suspected fraud or violation of laws rules andregulation or conduct to the Chief Vigilance Officer and the Audit Committee of the Boardof Directors. The Policy also provides for adequate protection to the whistle bloweragainst victimization or discriminatory practices.
a) Your Directors would like to acknowledge and place on record their sincereappreciation to all stakeholders - Clients Financial Institutions Banks Central andState Governments the Company's valued investors and all other business partners fortheir continued cooperation and excellent support received during the year.
b) Currently Infrastructure/Real Estate Market is facing hurdles due to variousreasons which also have an impact on our company. Complying to the payments andmaintenance of records under Labour laws is the top most priority of our Company. Based onthe stabilization of the Cash flow the payments will be streamlined
Your Directors recognize and appreciate the efforts and hard work of all the employeesof the Company and their continued contribution to its progress.
|For and on behalf of the Board of Directors || |
|G Srinivasa Reddy ||S. Chandrashekaran |
|Director ||Director |
|Place: Chennai || |
|Date: 30th May 2015 || |
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursant to section 204(1) of the Companies Act 2013 and rule No.9 of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
MARG Projects and Infrastructure Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company and wherever required to ascertain the figures we haverelied on the books presented to us as Audited and in respect of compliances of Tax Lawswe relied on the Financial/Statutory Auditors' Report .
4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
| ||For S Praharaj & Associates |
| ||Practicing Company Secretaries |
| ||SATYAKI PRAHARAJ |
| ||Mem No. FCS 6458 CP No.: 10755 |
|Place: Chennai || |
|Date: 30th May 2015 || |