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Marg Projects & Infrastructure Ltd.

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Marg Projects & Infrastructure Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Philosophy on Code of Governance

The Company's philosophy of Corporate Governance is aimed to enhance the confidence among shareholders, customers, employees and ensuring a long term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining highest standards of quality and ethical conduct, in all the activities of the Company. In India, Corporate Governance standards for listed Companies are regulated by the Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has complied with all the norms of Corporate Governance as provided by Clause 49 of the Listing Agreement.

2. Board of Directors

Board is consisting of FIVE directors and all directors are Non-Executive out of them three directors are Independent directors. The Directors on the Board are senior, competent and experienced people from different fields. The composition of the Board is in conformity with Clause 49 of the Listing Agreement. The Board elects the Chairman at every meeting.

NED - Non Executive Director; ID - Independent Director; NID - Non Independent Director

*Other directorship does not include directorship in Private Limited Company which are not Subsidiary of any Public Company, Section 8 Companies and Companies incorporated outside India.

**In accordance with Clause 49 of the Listing Agreement, Membership/Chairmanship of only Audit and Shareholders & Investor Grievance Committee has been considered.

Directors' Profile:

Brief Resume of all Directors given below

Mr. G Srinivasa Reddy, Non-Executive Director, (DIN 01356350) is a B.E. Civil Engineer by qualification. He has over 31 years of experience in the areas of project execution. He has executed grass-root level projects of Nagarjuna Fertilisers & Chemicals Limited Ph-I & II, Oswal Chemicals & Fertilisers, Shahjahanpur unit. He has also worked in oil and gas exploration units of ONGC, BPCL and IOCL.

Mr. M Abdul Hakeem, Director, (DIN 01628335) is a Challenger Award Winner banker with more than 34 years of Experience. He is also a CAIIB. He has served in various capacities including management of Portfolio. His last working was with ING Vysya Bank Limited as Assistant Vice President.

Mr. Gouri Shanker Mishra, Director (DIN 0636244) is a Fellow Member of Institute of Company Secretaries of India having 13 years of experience in the Secretarial field and legal domain. Along with FCS, he also holds qualification of L.L.B. and MBA.

Mr. S Chandrashekaran Director (DIN 01419613) aged 55 years, he has having over two decades of experience in Accounts and finance.

Mrs. Jayashri Samal (DIN 06786667) aged 35 years, holds B A LLB. She has been appointed as a Woman Director w.e.f 20.03.2015, and her appointment will be regularized subject to the approval of the shareholders at the Annual General Meeting.

Code of Business Conduct

The Board of Directors have laid down the Code of Conduct for all the Board Members and Senior Management Personnel of the Company, which is also uploaded on the website of the company, (www.margprojects.com). All Board Members and senior Management personnel have affirmed compliance to the Code of Conduct. A declaration signed by one of the directors affirming the compliance with the Code of Conduct by the Board of Members and Senior Management Personnel of the Company is attached and forms part of this Report.

3. Committee of Directors

The Board has constituted Four Committees of Directors as per the requirement of the Companies Act, 2013 and Listing Agreement. Following are the committees of the Board:-

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

4. Any other committees have to be included

All decisions pertaining to the creation and composition of committees and fixing of terms of service for committee members is taken by the Board of Directors. Details on the role and composition of these committees, including the number of meetings held during the year 2014­15 and related attendance, are provided below;

I. Audit Committee

The Audit Committee comprising of Four Non-Executive directors out of them three are Independent Directors. All the members of the Committee are financially literate and Mr. Gouri Shanker Mishra, Mr. M Abdul Hakeem and Mr. S Chandrashekaran have accounting expertise. Mr. Gouri Shanker Mishra, Director is the Chairman of the Committee.

Number of Meetings held and the dates on which held:

During the financial year 2014-15 Three meetings of Audit Committee were held on 30th May 2014, 14th August 2014, 14th November 2014 and 14th February 2015. The time gap between any two meetings was less than four months.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of Significant Related Party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;

4. Internal Audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

II. Nomination and Remuneration Committee

The Committee presently consists of FOUR Non- Executive Directors out of which three are Independent Directors. The Committee determines and recommends to the Board of Directors, the remuneration payable to the Executive Directors. The resolution for the appointment and remuneration payable to the Whole Time Director is approved by the Shareholders of the Company.

Remuneration to the Directors

The Company doesn't have any Executive Director and none of the Directors are in receipt of any remuneration during the Financial Year 2014-15.

Shareholding of Directors

None of the Directors hold any shares in the Company.

III. Stakeholders Relationship Committee

The Board has constituted Shareholders'/ Investors' Grievance committee. The Committee oversees performance of Registrars and Share Transfer Agents of the Company and recommends remedial measures to improve quality of Investors services and reviews all matters connected with transfer/transmission of securities of the Company and approves issue of duplicate certificates. The Committee also looks into redressal of shareholders'/ Investors' complaints related to transfer of shares, non-receipt of annual reports, non-receipt of declared dividend etc.

Number of Meetings held and the dates on which held:

During the financial year 2014-15 FOUR meetings were held on 30th May 2014, 14th August 2014, 14th November 2014 and 14th February 2015.

a) Compliance Officer

Mr. G Srinivasa Reddy, Non Executive Director is the Compliance Officer of the Company till the appointment of a new Company Secretary & Compliance Officer

b) Investors' Grievance Redressal

As per the certificate received from the Registrar and Share Transfer Agent, during the year there were no complaints received from the shareholders.

c) Meeting of Independent Directors

The Independent Directors of the Company had met during the year on 13.02.2015 to review the performance of Non-independent Directors & the Board as a whole and the performance of the Chairperson of the Company. It has assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

During the year, meeting of Independent Directors was held to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.

Mr. Gouri Shanker Mishra, Chairman of the Meeting presented the views of the Independent Directors on matters relating to Board processes and the overall affairs of the Company to the full Board.

Independent Directors meeting was held on 13th February 2015 without attendance of non-independent directors and members of the management. All the Independent Directors attended the meeting and:

i) Reviewed the performance of non-independent directors and the Board as a whole:

ii) Reviewed the performance of Chairperson of the Company, taking into account the views of executive directors and non-executive directors:

iii) Assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

The Independent Directors of the Company are experts in their respective fields. They bring with them specialized skills, vast repertoire of knowledge and a wide diversity of experience and perspectives. In view of their significant expertise, the Independent Directors may recommend the mechanism for evaluating the performance of the Board as a whole and as well as individual directors.

In lieu of such recommendation, the criteria for Performance Evaluation laid down below may be considered. However, the below mentioned criteria is only suggestive and the Board / Directors may consider such other criteria as they may deem necessary for effective evaluation of performance.

IV. Corporate Social Responsibility

The Company does not fall under purview of the criteria specified in section 135(1) of the Companies Act 2013 relating to Corporate Social Responsibility (CSR) and hence the Company has not constituted a CSR Committee.

V. Sexual Harassment Policy

The Company had adopted the sexual harassment policy and subsequently also formed a committee for the same.

4. Subsidiaries

The Company does not have any subsidiary.

5. General Shareholder Information:

I. Information about 22nd Annual General Meeting

Date and Time : 30th December 2015 at 9.00 A. M.

Venue : Sri Sai Subhodhaya Apartments, Basement No.57/2B, East Coast Road, Thiruvanmiyur Chennai - 600 041

II. Financial Year

The Financial Year of the Company each year starts with 1st April and ends with 31st March.

The Financial Year 2014-15 started on 1st April 2014 and ended on 31st March 2015.

The current Financial Year 2015-16 started on 1st April 2015 and would end on 31st March 2016.

Financial Calendar (Tentative)

First Quarter : 30th June 2015 :on or before 14th Aug 2015

Second Quarter : 30th September 2015 :on or before 14th Nov 2015

Third Quarter ; 31st December 2015 : on or before 14th Feb 2016

Fourth Quarter : 31st March 2016 : on or before 30th May 2016

III. Date of Book Closure

The Register of Member and Share Transfer Books shall be closed for a period of seven days starting from 24th December 2015 to 30th December 2015 (Inclusive of Both Days).

IV. Dividend Payment Date

No dividend has been recommended by the Board of Directors for the financial year ended 31st March 2015.

V. Listing on Stock Exchange

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited.

Though the Company was also listed with Coimbatore Stock Exchange Limited, Madras Stock Exchange Limited and The Hyderabad Stock Exchange Limited, these Exchanges had been derecognized by SEBI.

VIII. Stock Code

i) Bombay Stock Exchange Limited

Stock Code: 513648 (For Equity Shares of the Company)

6. Postal Ballot

No resolutions were passed by postal ballot during the Financial Year ended 31st March 2015 under review. Further, at present your directors do no foresee any special resolution proposed to be conducted through Postal Ballot. We would be complying with procedural requirements set out below in case we proposes for passing any resolution.

7. Disclosures

I. None of the transactions with any of the related parties viz., Promoters, Directors or the Senior Management or relatives were in conflict with the interest of the Company. Suitable disclosures as required by the Accounting Standard (AS 18) relating to "Related Party Transactions" have been made separately in the Annual Report.

II. Company has complied with all the requirements of the Listing Agreement entered with Stock Exchanges as well as regulation and guidelines of SEBI. There has been no penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to capital markets during the last three years.

III. Company has established Whistle Blower Policy and no personnel is denied the access to the Audit Committee.

IV. The Company complies with the entire mandatory requirements of Corporate Governance as provided under Clause 49 of the Listing Agreement. The Company has also adopted the non-mandatory requirements of Clause 49 of Listing Agreement. The Disclosure relating to the compliance has been provided separately in this report. The Company has obtained a certificate from its auditors regarding compliance of conditions of Corporate Governance and the certificate is annexed to the Directors' Report.

8. Means of Communication

I. In accordance with Clause 54 of the Listing Agreement, the Company has maintained a functional website at www.margprojects.com  containing basic information about the Company viz., details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances etc. The contents of the said website are updated from time to time.

II. The un-audited Financial Results on quarterly basis along with Limited Review Report by the Auditors of the Company are taken on record by the Board of Directors at its meeting as per the Listing requirement for every quarter and the same are furnished to all the Stock Exchanges where the Company's Shares are listed within fifteen minutes of Close of the Meeting. The same is also updated to the website of the Company as information of shareholders. The un-audited Financial Results along with the Limited Review Report by the Auditors are first placed before the Audit Committee. The same along with recommendation of the Committee are forwarded to the Board of Directors for their consideration.

III. The quarterly results and audited results as per the requirement of Clause 41 are also published within 48 hours in two newspapers, one in English daily, News Today and one in Regional (Tamil) Language, Maalai Sudar.

IV. The quarterly results, shareholding pattern and other mandatory information are available at the website of Company i.e www.margprojects.com  for the benefit of the public at large.

IX. Registrar and Share Transfer Agents

The Company has appointed M/s. GNSA Infotech Limited as Registrar and Share Transfer Agent. Following is the address of Registrar and Share Transfer Agent:

M/s GNSA Infotech Limited

STA Department Nelson Chambers, F Block, 4th Floor, 115 Nelson Manickam Road, Aminjikarai, Chennai - 600 029 Phone: 044 - 4296 2025 E-mail: sta@gnsaindia.com

X. Share Transfer System

The physical transfers are normally processed within 10-15 days from the date of receipt of documents complete in all respect. Share Transfers in physical form have to be lodged with the Registrar and Transfer Agents.

XII. Dematerialization of Equity Shares and Liquidity

DEMAT ISIN for equity shares is INE942E01017.

The Authorized Capital of the Company is Rs.150,000,000 comprising of 15,000,000 equity shares of Rs.10 each. The paid up Capital of the Company as on 31st March 2015 is Rs.54,450,000 consists of 5,445,000 Equity shares of Rs.10 each. Out of the above shares, 1,877,318 Equity Shares representing 34.48% are held in physical form and balance 3,567,682 Equity Shares representing 65.52% are held in demateralised form.

XIII. Outstanding Convertible Instruments

There is no outstanding convertible instrument.

XIV. Plant Location

The Company is not in industrial activity. Hence same is not applicable.

XV. Address for Correspondence

The Registered Office of the Company is situated at following address. Further all correspondence with the Company can be done at following address:

The Compliance Officer

MARG Projects and Infrastructure Limited

Sri Sai Subhodhaya Apartments, Basement No 57/2B, East Coast Road, Thiruvanmiyur, Chennai - 600 041 Phone: 044 - 3221 1955 E-mail: mpil@marggroup.com

For any correspondence in relation to shareholders' grievance the communication would be addressed to the Registrar and Transfer Agents

M/s GNSA Infotech Limited

STA Department Nelson Chambers, F Block, 4th Floor, 115 Nelson Manickam Road, Aminjikarai, Chennai - 600 029

Insider Trading

The Company had earlier adopted a Code of Conduct for Prevention of Insider Trading in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992. In view of the enactment of SEBI (Prohibition of Insider Trading) Regulations 2015, the Board of Directors of the Company has adopted a new Code of Conduct for Prevention of Insider Trading at its meeting held on May 30, 2015. This code is applicable to all Promoters, Directors, Key Managerial Personnel and Designated Persons. The new Code is available on the website of the Company at <http://www.margprojects.com>.

Reconciliation of Share Capital Audit

As per the requirement under SEBI (Depositories and Participants) Regulations, 1996 the Reconciliation is being done by a Practicing Company Secretary on quarterly basis for reconciling total admitted capital with NSDL and CDSL with the total issued and listed capital. The Company has obtained a Reconciliation of Share Capital Audit Report for all the four quarters during the year ended 31st March 2015 and same has been forwarded to Stock Exchanges. The audit confirms that the total issued/ paid up Capital is in agreement with the total number of shares held in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Code of Conduct

The Board of MARG Projects and Infrastructure Limited laid down a code of conduct for all the Board members and the Senior Management personnel. All the Board Members comply with the code of conduct.

CEO / CFO Certification

As required under the Clause 49 of the Listing Agreement a certificate duly signed by Mr. G Srinivasa Reddy, Non Executive Director, Mr. Gouri Shanker Mishra, Independent Director and Mr. S Chandrashekaran Independent Director of the Company was placed at the meeting of the Board of Directors of the company and is appended as a Annexure to this report

XVI. Non Mandatory Requirements

1. The Board

The Board of Directors of the Company has not appointed any Chairman. Hence no separate office is maintained.

2. Remuneration Committee

The Company has constituted a Remuneration Committee; full details are furnished under in this Report.

3. Shareholders Communications

The Company publishes its quarterly (unaudited), half yearly (unaudited) and annual (audited) results in English newspaper having a wide circulation and in Tamil newspapers having a wide circulation in Tamilnadu respectively.

4. Audit Qualifications

During the year under review, there was a audit qualification regarding Internal Audit System in annexure to the Audit Report in the Company's financial statements. The Company the Company has given suitable reply in Directors Report in this regard.

5. Training of Board Members

The Company's Board of Directors consists of professionals with expertise in their respective field and industry. They endeavor to keep themselves updated with changes in global economy & legislation. They attend various workshops and seminars to keep themselves abreast with the changing business environment. The company briefs its directors the risk profile of the business parameters of the company so as to make them effectively discharge their responsibilities as directors.

6. Mechanism for evaluating Non-Executive Board Members

The Company has adopted a policy for evaluation of Non-Executive Board Members primarily based on the attendance and few other factors including contribution at the Board Meeting and at Audit Committee Meeting of the Board.

7. Whistle Blower Policy

The Company's Whistle Blower Policy is in line with the provisions of the Sub-Section 9 and 10 of Section 177 of the Companies Act and the Clause 49 of the Listing Agreement. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.

The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We confirm that during the financial year 2014­2015, no employee of the Company was denied access to the Audit Committee.

For and on behalf of the Board of Directors

G Srinivasa Reddy

Director

S Chandrashekaran

Director

Place: Chennai

Date: 30th May 2015