Auditor Report of Marg Projects and Infrastructure Ltd.

Mar 31, 2022

We have audited the accompanying standalone Ind AS financial statements ol Marg Projects and Infrastructure Limited fthe Company”), which comprise the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes inz Equity and the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

In our opinion and to the best of our information and according to the explanations given to us, except or the effects of the matter described in the Basis lor Qualified Opinion section of our report, the aforesaid standalone Ind AS financial statements give the information required b\ the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Standalone Ind AS financial position of the Company as at 31st March. 2022and its loss (financial performance including other Comprehensive Income), Changes in Equity and its cash flow''s for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arc further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

a) The Company did not obtain obtain / receive statements, balance confirmation for some of the current and other accounts maintained with various banks.

b) The Company didn’t obtain/receivc Confirmation for most of the customers/creditors. Loans and Advances and other parties for the balances as on 31st March, 2022. Hence, we could not obtain external confirmations as required in SA - 505, Standards on Auditing and are unable to comment on adjustments or disclosures, if any, that may arise.

c) The company has not recognized interest income for the year ended 31st March. 2022 on loans, which in our opinion, the company has not followed accrual system of accounting and disclosure of accounting policy is not in accordance with Ind AS -1 Presentation of Financial Statement to this extent. Consequently, the loss for the year ended 31st March, 2022 arc overstated by Rs.l 1.45 Lakhs, Other Equity and Financial Assets as on 31st March, 2022 arc understated by the same amount.

d) Attention to Note no.5 to the financial results, regarding the Company''s non-current investment (including deemed investment) (unquoted Equity Shares) aggregating 164.80 Lakhs as at 31 March 2022. The Company has not carried out fair valuation of this investment as required by Ind AS 109 “Financial Instrument”. In the absence of fair valuation of unquoted Equity Shares in Subsidiaries, we are unable to comment on the impact if any. on this investment as at March 31, 2022.

e) We draw your attention to Note no.6 to the standalone Ind AS financial statements, the Company has not impaired in respect of advances given to some parties, amounting Rs.l 385 Lakhs as required by Ind AS 36 “Impairment of Assets”.

0 The Company didn’t produce documents evidencing its investments having a carrying cost of Rs. 106.30 lakhs, except confirmation of the shareholding by such investee companies.

Key Audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we have determined that there are no key audit matters to communicate in our report.

Emphasis of Matters

Without qualifying our opinion, we draw attention to the following notes to standalone Ind AS financial statements:

Certain acquisitions of shares of Marg Ltd were made by the promoter group (23 Notices includes Marg Projects and Infrastructures Limited as one of the entity) during the finaneial years 2006-07, 2007-08 and 2010-11. SEBI has observed that the above mentioned acquisitions by the promoter group of the Marg Ltd resulted in a breach of 5% creeping acquisition limit under regulation 11(1) of the SAST Regulations in a financial year. In view of the same, the promoter group of the Marg Ltd were required to make public announcement on the respective dates during the financial years 2006-07, 2007-08 and 2010-11 as per regulation 11(1) read with regulation 14(2) of the SAST Regulations. Asa result of the above acquisitions, it was alleged that the gross acquisitions of the aforesaid promoter group entities during the financial years 2006-07, 2007-08 and 2010-11 breached the 5% limit specified under Regulation 11(1) of the SAST Regulations. l ienee, the said 23 entities (Promoter Group of Marg Ltd) were required to make a public announcement in accordance with the provisions of

Regulation 14(2) of the SAST Regulations during the respective financial years. SEBI has imposed a penalty of Rs.74.75 Crores under Section 15H (ii) of SEBI Act upon the 22 Notices on account of the above said issues vide order dated 16th March 2020. However, promoter group has filed an appeal against said order. We are unable to comment on the impact if any, on the above said penalty.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annua! report, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the Ind AS standalone financial statements doesn’t cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If. based on the work we performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with Ind As and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a Going Concern, disclosing, as applicable.

matters related to Going Concern and using the Going Concern basis of accounting unless management either intends to liquidate the company or to cease the operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s standalone financial reporting process.

Auditor’s’ Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

I Qr7 ______\r

• Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

W''e also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that w-ere of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order'') issued by the Central Government of India in terms of sub-section (II) of section 143 of the Act. we give in the Annexure ‘A’, statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act. we report that:

a) We have sought and obtained all the information and explanations, except for the matters described in the Basis of qualified opinion paragraph, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, except for the matters described in the Basis of qualified opinion paragraph, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, except for the effect of the matters described in Basis of qualified opinion paragraph above, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules. 2014.

e)On the basis of the written representations received from the directors as on 31st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

0 According to the information and explanation given to us, the company has not paid any remuneration to its directors during the year. Hence, the provisions of section 197(16) is not applicable to the company

g) With respect to the adequacy of the internal financial controls over financial reporting of the company and operating effectiveness of such controls as on 31st March. 2022. refer to our separate report in Annexure B.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014. in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigations that has an impact on financial position that need to be reflected in its financial position in its financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which are required to be transferred to the Investor Protection Fund by the Company.

iv. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

v. The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or prov ide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

vi. Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

vii. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 ol the Companies Act, 2013

For A.R.KRISHNAN & ASSOCIATES

Chartered Accountants

©Firm’s Reg No: 009805S

V\

A SENTHIL KUMAR Partner

Membership No: 214611 UDIN: 2221461 1AJXCRF7638

Place : Chennai Date : 30/05/2022

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Mar 31, 2015

We have audited the accompanying financial statements of MARG Projects and Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended 31st March, 2015.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified audit opinion on the financial statements.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended 31st March 2015 and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended 31st March 2015.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11)of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF MARG PROJECTS AND INFRASTRUCTURE LIMITEDUNDER THE COMPANIES (AUDITORS' REPORT) ORDER 2015 FOR THE YEAR ENDED 31st MARCH, 2015.

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrepancies were noticed on such verification.

2. The company had no inventory at any point of time and as such physical verification by the management does not arise.

3. The Company has not given any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business, with regard to purchase of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. The Company has not accepted any deposits from public.

6. The Central Government has not prescribed the maintenance of Cost Records under section 148 (1) of the Companies Act, 2013.

7. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company is irregular in depositing undisputed statutory dues including Provident Fund, Income Tax and otherstatutory dues during the year with the appropriate authorities.There were undisputed dues of Service Tax to the extent of Rs. 6,17,151 /- as at 31st March 2015, payable for a period of more than six months from the date they become payable.

b) There are no disputed amounts of statutory dues which have not been deposited with the concerned authorities.

c) According to the information and explanations given to us, the company doesn't have amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made there under.

8. The Company has no accumulated losses as at 31st March, 2015. It has incurred Cash Loss of Rs. 27,68,399/- during the financial year ended 31.03.2015 and cash loss of Rs. 53,39,788/-in the immediately preceding financial year ended 31st March, 2014.

9. The Company has not taken loans from financial institutions/banks or issued debentures till 31st March, 2015. Hence, the question of reporting on defaults in repayment of dues to financial institutions/banks or debentures does not arise.

10. According to the information and explanations given to us, the Company has not given any guarantees during the year.

11. According to the records of the Company, the Company has not obtained term loans during the year under review. Hence, comments under the clause 3 (xi) are not applicable.

12. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For K RAMKUMAR & Co., Regn No: 02830S Chartered Accountants

Place: Chennai Date: 30th May, 2015

R M V Balaji Partner Membership No.: 027476

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Mar 31, 2014

We have audited the accompanying financial statements of Marg Projects and Infrastructure Limited, which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended 31st March, 2014, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended 31st March 2014 and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended 31st March 2014.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with theAccounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956.

e) on the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT (Referred to in my report of even date to the members of MARG PROJECTS AND INFRASTRUCTURE LIMITED [UNDER THE COMPANIES (AUDITORS'' REPORT) ORDER 2003] FOR THE YEAR ENDED 31" MARCH, 2014.

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

2. The Company doesn''t have any Inventory for the period under review, hence no comments are required to be given.

3. The Company has not taken/granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the CompaniesAct, 1956.

4. In our opinion and according to the explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and forthe sale of goods & services.

5. a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered in the register maintained under Section 301, of the Companies Act, 1956 have been entered.

b) In our opinion and according to the information and explanation given to us, these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public in terms of provisions of sections 58Aand 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion and according to the information and explanation given to us, the Company''s internal audit system is not commensurate with the size and nature of its business.

8. We have been informed that the Central Government has not prescribed the maintenance of Cost Records under the provisions of Section 209(1 )(d) of the CompaniesAct, 1956.

9. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company is irregular in depositing undisputed statutory dues including Provident Fund, Income Tax and other statutory dues during the year with the appropriate authorities.

b) According to the records of the company, undisputed Service Tax to the extent of Rs. 6,17,151/-was payable as at 31" March 2014 which is outstanding for a period of more than six months from the date it became due.

c) There are no disputed amount of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses as at 31" March 2014. The Company has incurred cash losses of Rs. 53,39,788/- during the financial year covered by our audit and there is no cash loss in the immediately preceding financial year.

11. The Company has not taken loans from financial institutions/banks or issued debentures during the year covered by our audit. Hence, the question of reporting on defaults in repayment of dues to financial institutions/banks or debentures does not arise.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

14. The Company has not availed any term loan during the year under review.

15. The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society.

16. In our opinion, the Company is not dealing in ortrading in shares, securities, debentures and other investments.

17. According to the information and explanations and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20. The Company did not raise any proceeds during the yearthrough public issue of any of its securities.

21. According to the information and explanations given to us, there were no cases of fraud on or by the Company noticed or reported during the year.

ForK RAM KUMAR & CO., Chartered Accountants Firm Reg. No: 02830S

RMVBALAJI (Partner) Mem.No: 27476

Place : Chennai Date : 30th May, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of MARG PROJECTS AND INFRASTRUCTURE LIMITED as on 31st March 2012 and also the Profit & Loss Account and Cash Flow Statement for the year ended 31st March 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent they are applicable to this Company.

4. Further to the comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge were necessary for the purpose of our Audit.

b. In our opinion, proper Books of Accounts

as required by law have been kept by the Company so far as it appears from our examination of the books.

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts of the Company.

d. According to the best of our information and explanations given to us, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in accordance with the accounting standards referred to u/s 211(3C) of the Companies Act, 1956.

e. On the basis of the written representations received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2012 from being appointed as a director in terms of Section (g) of subsection (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes give the information required by the Companies Act, 1956 in the manner as required and give a true and fair view :

i. in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2012;

ii. in the case of Profit and Loss Account of the Profit for the year ended 31st March 2012; and

iii. in the case of Cash Flow Statement, of the Cash Flows for the year ended 31st March 2012.

ANNEXURE TO AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF MARG PROJECTS AND INFRASTRUCTURE LIMITED

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

2. a) As explained to us, physical verification of inventory has been conducted by the management, at the end of the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company is maintaining proper records of inventory and the discrepancies noticed on verification between physical stocks and book stocks were not material.

3. The Company has not taken/granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods & services.

5. a) According to the information and explanations given to us, in our opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

b)In our opinion and according to the information and explanations given to us the transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at rates or value which are reasonable having regard to the prevailing market rates or values at the relevant time.

6. The Company has not accepted any deposits from the public in terms of provisions of sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system, commensurate with the size and nature of its business.

8. We have been informed that the Central Government has not prescribed the maintenance of Cost Records under the provisions of Section 209(1)(d) of the Companies Act, 1956.

9. a)According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company has been generally, regular in depositing undisputed statutory dues including Provident Fund, Income Tax and other statutory dues during the year with the appropriate authorities excepting a few instances of delay. There were no undisputed dues as at 31st March 2012, payable for a period of more than six months from the date they become payable.

b) There are no disputed amount of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses exceeding fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

14. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

15. The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society.

16. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

17. According to the information and explanations and on an overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20. The Company did not raise any proceeds during the year through public issue of any of its securities.

21. According to the information and explanations given to us, there were no cases of fraud on or by the Company noticed or reported during the year.

For K RAMKUMAR & Co., Chartered Accountants Firm Reg. No : 02830S

R M V Balaji Partner M.No : 27476

Place : Chennai Date : 30th May 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MARG PROJECTS AND INFRASTRUCTURE LIMITED (Formerly Marg Holdings & Financial Services Limited) as on 31 ST March 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended 31ST March 2010. These financial statements are the respon- sibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and per- form the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement pre- sentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Re- port) Order, 2003, issued by the Central Gov- ernment of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent they are applicable to this Company.

4. Further to the comments in the Annexure re- ferred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge were necessary for the purpose of our Audit.

b. In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as it appears from our examination of the books.

c. The Balance Sheet, Profit and Loss Ac- count and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts of the Com- pany.

d. According to the best of our information and explanations given to us, the Bal- ance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in accordance with the accounting standards referred to u/s 211(3C) of the Companies Act, 1956.

e. On the basis of the written representa- tions received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31ST March 2010 from being appointed as a director in terms of Section (g) of subsec- tion (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our infor- mation and according to the explanations given to us, the accounts read with the notes give the information required by the Companies Act, 1956 in the manner as required and give a true and fair view:

i. in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2010;

ii. in the case of Profit and Loss Ac- count, of the Profit for the year ended 31st March 2010; and

iii. in the case of Cash Flow Statement, of the Cash Flows for the year ended 31st March 2010.

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF MARG PROJECTS AND INFRASTRUCTURE LIMITED

(Formerly Marg Holdings & Financial Services Limited)

1. a) The Company has maintained proper re- cords showing full particulars, including quan- titative details and situation of fixed assets.

b) According to the information and explana- tion given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrep- ancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

2. a) As explained to us, physical verification of inventory has been conducted by the manage- ment, at the end of the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c). The company is maintaining proper records of inventory and the material discrepancies noticed on verification between physical stocks and book stocks were not material.

3. The Company has not taken/granted any loans, secured or unsecured to/from com- panies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the explana- tion given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods & services.

5. a) According to the information and explana- tions given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us the transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of The Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at rates or value which are reasonable having regard to the prevailing market rates or values at the relevant time.

6. The Company has not accepted any deposits from the public in terms of provisions of sec- tions 58A and 58AA and other relevant provi- sions of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system, commensurate with the size and nature of its business.

8. We have been informed that the Central Gov- ernment has not prescribed the maintenance of Cost Records under the provisions of Sec- tion 209(1 )(d) of the Companies Act, 1956.

9. a) According to the information and explana- tion given to us and on the basis of our exami- nation of the books of accounts, the company has been generally, regular in depositing undisputed statutory dues including Provident Fund, Income Tax and other statutory dues during the year with the appropriate authorities excepting a few instances of delay. There were no undisputed dues as at 31st March 2010, payable for a period of more than six months from the date they become payable.

b) There are no disputed amount of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses exceeding fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our au- dit and the immediately preceding financial year.

11. In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securi- ties.

13. The Company has not given any guarantee for loans taken by others from bank or fi- nancial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

14. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

15. The Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/Society.

16. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

17. According to the information and explanations and on an overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20. The Company did not raise any proceeds dur- ing the year through public issue of any of its securities.

21. According to the information and explanations given to us, there were no cases of fraud on or by the Company noticed or reported during the year.

For K RAMKUMAR & CO.,

Firm Reg. No. :02830S

Chartered Accountants

R M V BALAJI

Partner

M.No.: 27476

Place : Chennai

Date :29th May 2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of MARG PROJECTS AND INFRASTRUCTURE LIMITED (Formerly Marg Holdings & Financial Services Limited) as on 31 st March 2009 and also the Profit & Loss Account and Cash Flow Statement for the year ended 31st March 2009. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent they are applicable to this Company.

4. Further to the comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge were necessary for the purpose of our Audit.

b. In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as it appears from our examination of the books.

c. The Balance Sheet, Profit and Loss

Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts of the Company.

d. According to the best of our information and explanations given to us, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in accordance with the accounting standards referred to u/s 211(3C) of the Companies Act, 1956.

e. On the basis of the written representations received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March 2009 from being appointed as a director in terms of Section (g) of subsection (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the notes give the information required by the Companies Act, 1956 in the manner as required and give a true and fair view:

i. in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March 2009;

ii. in the case of Profit and Loss Account, of the Profit for the year ended 31st March 2009; and

iii. in the case of Cash Flow Statement, of the Cash Flows for the year ended 31st March 2009.

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF MARG PROJECTS AND INFRASTRUCTURE LIMITED (Formerly Marg Holdings & Financial Services Limited)

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) According to the information and explanation given to us the fixed assets have been physically verified by the management at the end of the financial year. No Material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

2. a) As explained to us, physical verification of inventory has been conducted by the management, at the end of the year.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c). The company is maintaining proper records of inventory and the material discrepancies noticed on verification between physical stocks and book stocks were not material.

3. The Company has not taken/granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods & services.

5. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us the transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of The Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at rates or value which are reasonable having regard to the prevailing market rates or values at the relevant time.

6. The Company has not accepted any deposits from the public in terms of provisions of sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system, commensurate with the size and nature of its business.

8. We have been informed that the Central Government has not prescribed the maintenance of Cost Records under the provisions of Section 209(1 )(d) of the Companies Act, 1956.

9. a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company has been generally, regular in depositing undisputed statutory dues including Provident Fund, Income Tax and other statutory dues during the year with the appropriate authorities excepting a few instances of delay. There were no undisputed dues as at 31st March 2009, payable for a period of more than six months from the date they become payable.

b) There are no disputed amount of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses exceeding fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion and according to information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company.

14. In our opinion and according to information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

15. The Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/Society.

16. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

17.According to the information and explanations and on an overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

19.The Company has not issued any debentures during the year and therefore paragraph 4(xix) of the Order is not applicable.

20. The Company did not raise any proceeds during the year through public issue of any of its securities.

21.According to the information and explanations given to us, there were no cases of fraud on or by the Company noticed or reported during the year.

For K RAMKUMAR & CO, Chartered Accountants

R M V BALAJI

Partner

M.No.27476

Place : Chennai

Date : 30th June 2009