Your Directors have pleasure in submitting their 46th Annual
Report together with the Audited Financial Statements of your Company for the year ended
March 31, 2023.
1. FINANCIAL RESULTS HIGHLIGHTS:
Particulars |
Consolidated
(7 in Lakhs) |
Standalone (7
in Lakhs) |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
71653 |
30609 |
44528 |
15822 |
Other Income |
4241 |
3813 |
2725 |
2615 |
Total Revenue |
75894 |
34422 |
47252 |
18437 |
Expenses |
60284 |
30921 |
35051 |
14624 |
Profit before share of profit
of JV & TAX |
15610 |
3501 |
12201 |
3813 |
Share of Profit/(Loss) of JV |
1088 |
1531 |
1537 |
(721) |
Profit including share of
JV |
16698 |
5032 |
13738 |
3092 |
TAX Exps |
4329 |
1143 |
3229 |
927 |
Profit After TAX |
12369 |
3889 |
10509 |
2165 |
Other Comprehensive Income |
(19) |
(20) |
(10) |
(10) |
Total income for the Year |
12350 |
3869 |
10499 |
2155 |
Earnings per share |
|
|
|
|
Basic (in 7) |
26.12 |
8.37 |
22.74 |
4.71 |
Diluted-(in 7) |
25.21 |
8.36 |
21.90 |
4.70 |
Dividend recommended for the FY:2022-23 @Rs. 1.00/Equity share of Face
value of 7 5 each
2. PERFORMANCE:
Consolidated Financials:
During the year under review the Net revenue grew by 134% year-on-year
to 7 717 Crores, compared to 7 306 Crores in FY 22. EBITDA grew by 129% year-on-year
to 7 293 Crores, compared to 7 128 Crores in FY 22. Profit before tax, PBT, grew by
346% year-on-year to 7 156 Crores, compared to 7 35 Crores in FY 22. Profit after
tax, PAT, grew by 218% year-on-year to 7 124 Crores, compared to 7 39 Crores in FY: 2022.
Standalone Financials:
During the year under review the Net revenue grew by 181% year-on-year
to 7 445 Crores, compared to 7 158 Crores in FY 22. EBITDA grew by 182% year-on-year
to 7 237 Crores, compared to 7 84 Crores in FY 22. Profit before tax, PBT, grew by
341% year-on-year to 7 137 Crores, compared to 7 31 Crores in FY 22. Profit after
tax, PAT, grew by 385% year-on-year to 7 105 Crores, compared to 7 22 Crores in FY:2022.
3. BUSINESS & PROJECTS:
Subsidiaries:
Terrapolis Assets Private Limited (TAPL), Wholly Owned
Subsidiary of the Company is developing a Project comprises of rehab building for slum
dwellers and free sale Commercial building named "Marathon Millennium",
having an area of around 3 Lakhs sq. ft. being constructed on the said Project Land. The
building is being constructed into two phases consisting of Slum rehabilitation building
(SR) and Commercial building.
As on March 31, 2023 around 25,566 sq. ft area has been sold with a
value of 7 31 Crores.
The project is generating an excellent business potential.
Sanvo Resorts Pvt Ltd (SRPL) The Company along with its wholly
owned subsidiary Marathon Nextgen Township Pvt Ltd owns 91% of the equity of SRPL.
SRPL is constructing a township in Panvel an outskirt of Mumbai under
the aegis of the Mumbai Metropolitan Authority, Nilneteen residential towers and a
commercial building are in various stages of Construction. The total saleable area of the
project is around 41 Lakhs sq.ft of mixed development. The project is registered under
MAHA RERA. The entire project is to be developed in phases and the revenue will be
recognized based on percentage of completion method
The project is ver y well received and is highly sought after.
Joint Venture:
The Company has a 40% stake in the JV that is executing the prestigious
Monte South Project in Byculla, South Mumbai, It has been well received and Occupation
Certificate has been received for the first Phase.
The financials of the subsidiaries and the join venture are contained
in the consolidated accouts that form part of this annual report.
Your Company continues to do the Re-development and Rehabilitation of
slums segment in and around Bhandup area of Mumbai and the revenue under these segments is
yet to be recognized.
The Company's prestigious Commercial Project "Futurex"
in Lower Parel is well sought after.
4. DIVIDEND:
The Company has recommended a Dividend of Rs. 1. per share subject to
the approval of the shareholders at the ensuing 46th AGM of the Company to be
held on Wednesday, September 27, 2023 at 12:00 noon.
The Record date for the purpose of the Dividend will be September 14,
2023 and will be paid on or before October 02, 2023.
5. TRANSFER TO RESERVE:
The Company do not propose to transfer any amount to reserve on
declaration of dividend.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE TO AND THE DATE OF REPORT:
Allotment of ESOPs:
As on March 31, 2023, the unvested No. of Options available post the
grant of Two tranches during the FY 2021-22 are 18,40,599 options remained outstanding.
The Committee of the Board of Directors of the Company at their meeting
held on the following dates:
Sr. No. Dates of
Allotment/Listing |
No. of Shares Allotted (FV
of Rs. 5/) |
Exercise
Price
(Rs.) |
Paid up Capital (Rs.) @ Rs.
5/-each |
Cum no. of shares of FV of
Rs. 5/each |
Cum. Paid up Capital (Rs.) |
1 25/5/22 |
1,95,515 |
20/- |
9,77,575 |
4,60,00,000 |
23,00,00,000 |
|
|
|
|
1,95,515 |
9,77,575 |
|
|
|
|
4,61,95,515 |
23,09,77,575 |
2 22/10/22 |
53,672 |
20/- |
2,68,360 |
4,62,49,187 |
23,12,45,935 |
3 30/12/22 |
74,901 |
20/- |
3,74,505 |
4,63,24,088 |
23,16,20,440 |
4 2/5/23 |
47209 |
20/- |
2,36,045 |
4,63,71,297 |
23,18,56,485 |
Total |
3,71,297 |
20/- |
18,56,485 |
|
|
Unexercised |
88,104 |
|
|
|
|
The O/S Options to be Exercised as on May 24, 2023 stood at 88,104 nos.
7. CORPORATE GOVERNANCE:
A separate section on disclosures specified in Companies Act 2013 along
with other requirements, as amended and as specified in Regulations 17 to 27 and 46(2)(b)
to (i) of SEBI (LODR) Regulations 2015 forms part of this Annual Report.
8. DEPOSITS:
The Company has neither accepted nay deposits nor any amounts
outstanding at the beginning of the year which were classified as Deposits in terms of
section 73 of the Companies Act 2013 and the rules thereon and hence furnishing of details
of deposits are not applicable to the Company.
9. DIRECTORS AND CHANGES IN INDEPENDENT DIRECTORSHIP AND KMPS:
There was no change in the composition of Board of Directors and the
Key Managerial Personnel during the year under review.
In accordance with the applicable provisions of the Companies Act,
2013, Mr. Mayur R Shah who retires by rotation and being eligible offers himself for the
re-appointment.
Statement of declaration given by the Independent Directors under
section 49(6) of the Companies Act 2013:
All the Four Independent Directors of the Company have complied with
Section 149(6) of the Companies Act 2013, by submitting the Annual declaration for the
financial year 2022-23.
10. BOARD EVALUATION:
The performance evaluation of all the Directors was undertaken as per
the prescribed standards.
The Independent Directors of the Company at their meeting held on March
14, 2023 have carried out such evaluation of all the directors for the year under review
and submitted their report to the Chairman of the Company.
The Board has also undertaken the "Performance Evaluation" of
all of its Independent Directors pursuant to the Clause VIII of Schedule IV of the
Companies Act 2013 (Code for Independent Directors) at their Meeting held on March 14,
2023.
11. NO. OF MEETINGS OF THE BOARD OF DIRECTORS:
The Management in line with the need and requirements convene the board
of directors meeting. During the FY-2023 five Board meetings were held on the following
dates during the year under review.
April 15, 2022, May 27, 2022, August 12, 2022, November 12, 2022, and
February 14, 2023.
12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company's vigil mechanism allows the Directors and the
employees to report their concerns about unethical behaviour, actual or suspected fraud,
or violation of the code of conduct/ business ethics as well as to report any instance of
leak of unpublished precise sensitive information. The duly incorporated the Vigil
Mechanism/Whistle Blower in the Code of Conduct for Directors and Senior Management. Each
year necessary affirmation of compliance is made and the same is informed to the Audit
Committee/Board.
The said "Vigil mechanism" is hosted on the website of the
Company under the head of "whistle blower mechanism". The mechanism has
necessary provisions relating to reporting the compliant of unethical/improper conduct to
the Chair of "Audit Committee" and action suitable steps to investigate,
safeguarding measures of the "whistle blower"/s.
During the Year under review that NO complaints or alert received from
any of the stake holders that are reportable to the Chair of the Audit Committee.
13. AUDIT COMMITTEE:
During the Year ended March 31, 2023, Four Audit Committee Meetings
were held.
1. 27/05/2022 2. 12/08/2022 3. 12/11/2022 4. 14/02/2023
The Audit Committee of the Board of Directors of the Company during the
year ended March 31, 2023 reviewed:
i. The Company's financial reporting process.
ii. Disclosure of financial information.
iii. The periodical and annual financial statements.
iv. Related party transactions.
v. Risk assessment.
vi. Adequacy of internal control vii. Performance of Auditors.
vii. Vigil mechanism process.
14. NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE:
During the Year ended March 31, 2023 as there has been no matter
required to be dealt with by the Nomination, Remuneration and Compensation Committee no
meeting was held.
The terms of reference and role of the Committee Brief description of
terms of reference: Role of committee shall, inter- alia, include the following:
1. formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board of Directors a policy
relating to, the remuneration of the directors, key managerial personnel and other
employees;
2. formulation of criteria for evaluation of performance of independent
directors and the Board of Directors;
3. devising a policy on diversity of Board of Directors;
4. identifying persons who are qualified to become directors and who
may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of
directors their appointment and removal;
5. whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of Independent
Directors.
15. RISK MANAGEMENT POLICY:
The Board at its Meeting undertakes periodic reviews of the potential
risks and its mitigation measures in line with its corporate strategy, major plans of
action in line with setting performance objectives, monitoring implementation and
corporate performance, and overseeing major capital expenditures, acquisitions and
divestments.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
During the year under review, your Company in line with its business
strategy has privately placed 4500 Listed, secured, rated NCDs of Face value of Rs. 10
Lakhs each for a value of Rs. 450 Crores in line with the Securities and Exchange Board of
India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. Loans
given/guarantee given, kindly refer Note no. 40 of the Standalone Financial.
During the period, the Board approved to issue Rs. 130 Crores Secured,
Unlisted Non-Convertible Debentures, out of it during the financial year 825 NCD has been
issued face value of Rs. 10 Lakhs (aggregating to Rs. 82.50 Crores) by private placement.
17. RELATED PARTY TRANSACTIONS:
During the financial year, all the contracts or arrangements with
Related Party are at arm's length basis and in ordinary course of business. During
the year under review, the Company has not entered into any new transactions or
arrangement with related party/ies.
18. MANAGERIAL REMUNERATION:
Disclosures of remuneration of Directors and employees as required
under section 197 of the Companies Act 2013 and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 has been provided in Annexure II
attached forming part of this Report.
Except the Chairman & Managing Director none of the employees are
covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014. The other details of disclosures pertaining to the Managerial
personnel is dealt in the annexure which forms part of this Directors Report.
19. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION PLAN:
The Company grants Share based benefits to its eligible employees under
"EMPLOYEE STOCK OPTION PLAN" 2020
("ESOP-2020"), framed with an object of encouraging
higher participation on the part of employees in the Company 's financial growth and
success. An effective stock option scheme enables retention of talent and aligning
employee interest to that of the Shareholders.
"EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") was
approved by the shareholders at their meeting held on September 30, 2020 and total number
of 23, 00,000 Options were approved. The Nomination, Remuneration and Compensation
Committee at their meeting held on following dates:
Trenches |
Date of NRC Committee
Meeting |
No. of options |
Option Price (Rs.)/per
option |
1 |
2/12/2021 |
3,41,000 |
20/- |
2 |
11/12/2021 |
1,18,401 |
20/- |
Total Options
Granted |
4,59,401 |
|
The Excise period within 5 years of completion of one year from the
date grant of options.
As on March 31, 2023, the unvested No. of Options available post the
grant of Two tranches are 18, 40,599 options remained outstanding.
All Options vests in a graded manner and are required to be exercised
within a specific period in accordance with "EMPLOYEE STOCK OPTION PLAN" 2020
("ESOP-2020") and Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, as amended from time to time.
The details and disclosures with respect to the said ESOP as required
under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 and cir culars issued thereunder, have been uploaded on the Company 's website:
https://www.marathonnextgen.com/.
Further, disclosure as per the Guidance Note on Accounting for
Employee Share-based Payments' issued by the Institute of Chartered Accountants of
India, as appearing in the Notes to the Standalone Financial Statements of Marathon
Nextgen Realty Limited, and forms part of this Annual Report.
20. STATUTORY AUDITORS AND AUDITORS REPORT:
Under section 139(2) of the Companies Act 2013 and the Rules made
thereunder the Statutory Auditors M/s. Rajendra & Co, Chartered Accountants (ICAI
Firm's Registration No: 108355W) were re-appointed as Statutory Auditor of the
Company at the 45th AGM held on September 29, 2022 to hold office from the
conclusion of the said AGM till the conclusion of the 50th AGM.
21. SCHEME OF MERGER-MARATHON NEXTGEN TOWNSHIPS PRIVATE LIMITED:
The Hon'ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the Company and its wholly owned
subsidiary, Marathon Nextgen Township Private Limited (MNTPL), considering April 01, 2020
as being the appointed date. In the scheme filed, the appointed date was April 01, 2019.
The Company is therefore in the process of filing an appeal before the Hon'ble
National Company Law Appellate Tribunal seeking to rectify the order.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)/COMMITMENT
TOWARDS SUSTAINABILITY WHILE UNDERTAKING PROJECTS:
The MCA in November 2018 constituted a committee on Business
Responsibility Reporting and to finalize the formats of such reporting for listed and
unlisted companies, based on the frame work of the National Guidelines on Responsible
Business Conduct (NGRBC). Through its report, the Committee recommended that the BRR be
rechristened as BRSR, where
disclosures are based on ESG parameters, compelling organizations to
holistically engage with the stakeholders and go beyond regulatory compliances in terms of
business measures and its reporting.
SEBI vide its circular dated May 10, 2021 made BRSR mandatory for the
top 1000 listed Companies (by market capitalization) from FY 2023.
The said report of the BRSR for the year under review is annexed
separately.
23. SECRETARIAL AUDIT REPORT:
As required under provisions of Section 204 of the Companies Act, 2013
and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the
Secretarial Audit for FY 2022-23 carried out by M/s. Nitin R, Joshi, Company Secretaries,
in Form MR-3 forms part to this report.
Also, the Secretarial Audit Reports for FY 2022-23 in Form MR-3 in
respect of Sanvo Resorts Private Limited, the material unlisted subsidiary of your
Company, forms part of this report.
The said report does not contain any adverse observation or
qualification or modified opinion.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Marathon Group has been an early adopter of the CSR initiatives. The
Company works primarily through the Group combined CSR activities towards rehabilitation,
social upliftment, promotion of education, promoting health care including preventive in
and around its project sites. For the FY 2022-23, the amount to be spent on the CSR
related activities amounting to Rs. 68.58 Lakhs was contributed to a recognized Trust. The
link details of the CSR Policy, CSR Committee and Projects approved by the Board of
Directors are available at Website of the Company: https://www.marathonnextgen.com/
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As defined under the Companies Act 2013 the Company has two
subsidiaries and two Joint Ventures as at March 31, 2023.
Material Subsidiaries:
The Company has one unlisted material subsidiary viz., Sanvo Resorts
Pvt Ltd.
Consolidated Financial Statements:
According to section 129(3) of the Companies Act, the consolidated
financial statements of the subsidiaries, joint ventures and associates are prepared in
accordance with the relevant Accounting standards specified under the Act and the Rules
thereunder form part of this Annual Report.
A statement containing the salient features of the financial statements
of the subsidiaries, joint ventures and associates in Form AOC-1 is given in this Annual
Report.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
None
27. ADEQUACY OF INTERNAL CONTROLS:
The Company has in place adequate internal control systems commensurate
with the operations/business of the Company, its size and complexity. Internal control
system comprising of policy and procedures are designed to ensure reliability of financial
reporting, applicability of laws and regulations and all asses and resources are acquired
economically, used efficiently and projected adequately.
28. DIRECTORS RESPONSIBILIT Y STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors responsibilities it is hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(ii) proper accounting policies were followed and applied consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Companies Act 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the annual accounts were prepared on a going concern basis;
(v) necessary internal financial controls were laid down for ensuring
the orderly and efficient conduct of its business, including the adherence to
Company's policies, the safe guarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information;
(vi) proper systems were devised to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) Conversation of Energy:
(i) the steps taken or impact on conservation of energy Company's
operation does not consume significant amount of energy.
(ii) the steps taken by the Company for utilizing alternate sources of
energy. Not applicable, in view of comments in clause (i);
(iii) the capital investment on energy conservation equipment 's
Not applicable, in view of comments in clause (i).
B) Technology absorption:
(i) the effort made towards technology absorption - Nil
(ii) the benefits derived like product improvement cost reduction
product development or import substitution - Nil
(iii) in case of imported technology (important during the last three
years reckoned from the beginning of the financial year) - Nil
(a) the details of technology imported - Nil
(b) the year of import - Nil
(c) whether the technology been fully absorbed - Nil
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof - Nil
(iv) the expenditure incurred on Research and Development Nil
C) Foreign exchange earnings and outgo
The total foreign exchange used was Rs. Nil and the total foreign
exchange earned was Rs. Nil.
Environment Social and Governance (ESG) Reporting:
ESG reporting refers to the disclosure of data covering the
Company's operations in three areas: environmental, social and corporate governance.
It provides a snapshot of the business's impact in these three areas for investors.
The analysis of performance across these ESG factors summarizes
quantitative and qualitative disclosures and helps screen investments. ESG reporting helps
investors avoid companies that might pose a greater financial risk due to their
environmental performance or other social or governmental practices. Presently it is
applicable for the top 1000 listed entities and is provided separately in this Annual
Report.
30. ANNUAL RETURN:
Pursuant to the provisions of 134(3) of the Companies Act 2013, the
Annual Return(draft) for the financial year ended on March 31, 2023 is available on the
website of the Company at https://www.marathonnextgen.com/
31. COST AUDIT:
The cost audit as prescribed under the provisions of Section 148(1) of
the Companies Act 2013 is applicable for the business activities carried out by the
Company for the year under review.
However, the Cost Audit for the Company is covered under class (b) of
the said rule 3 for the FY: 2023-24 and the Company has approved the engagement of Mr.
Manish Shukla & Associates, Cost Accountants, as the Cost Auditor of the Company.
32.OTHERS:
- Listing:
The Equity Shares of the Company are listed with the BSE Limited &
NSE Limited. The Company has paid the Annual Listing Fees for both the Exchanges for the
year 2022-23.
- Dematerialization Of Shares:
The members are aware that the Company's equity shares are under
compulsory trading in dematerialized form for all categories of investors. The
shareholders, who are holding the shares of the Company in physical mode, are requested to
Demat their holding at the earliest, so as to reap the corporate benefits like Transfer,
Dividends, Bonus etc. without loss of time. SEBI has already mandated that wef April 2019
sale/transfer of securities in physical mode is NOT PERMITTED.
- Unclaimed And Unpaid Dividends And Tranfer Of Shares To Iepf:
Kindly refer to section to Corporate Governance, under head Unclaimed
and Unpaid dividends and transfer of shares to IEPF for the amount unpaid and unclaimed
dividends lying at the respective Unpaid Dividend A/c.
Shareholders who have-not claimed their Dividend entitlements are
requested to contact the Company or its RTA.
Pursuant to Section 124 of the Companies Act 2013 read with the
Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules 2016 all dividends remaining unpaid or unclaimed for a period of 7 years and also
the shares in respect of which dividend has not been claimed by the shareholders for 7
consecutive years or more are required to be transferred to Investor Education Protection
Fund (IEPF) in accordance with the said Rules.
During financial year 2022-23 the Company has transferred to the
Investor Education and Protection Fund an amount of Rs. 7,25,526 (Rupees Seven Lakhs
Twenty Five Thousand Five Hundred Twenty Six Only). However, there was a delay in transfer
to IEPF due to technical issues on MCA/IEPF Portal.
The details of the unclaimed dividends along with the names and
addresses of the shareholders were published on the website of the Company. Individual
communication to each of the shareholders, who had not claimed the dividend continuously
for the previous seven years was sent to their registered addresses. The said details were
also uploaded on the website of the Ministry of Corporate Affairs and provided in the
section of Corporate Governance.
- Secretarial Audit Report For The Year Ended March 31, 2023
As required under provisions of Section 204 of the Companies Act, 2013
and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the
Secretarial Audit for FY 2022-23 carried out by M/s. Nitin R, Joshi, Company Secretaries,
in Form MR-3 forms part to this report.
Also, the Secretarial Audit Report for FY 2022-23 in Form MR-3 in
respect of Sanvo Resorts Private Limited, the material unlisted subsidiary of your
Company, forms part of this report.
The said reports do not contain any adverse observation or
qualification or modified opinion.
- Compliance with the Secretarial standards:
The Company is in compliance with the mandatory Secretarial Standards.
- Service of Documents:
All documents, including the Notice and Annual Report shall be sent
through electronic transmission in respect of the members whose email IDs are registered
in their Demat a/c or otherwise provided by them.
A Member shall be entitled to request for physical copy of any such
document.
- Debenture Trustees:
Vistra ITCL India Ltd is the Debenture Trustee for the non convertible
debentures issued by the Company. Contact details of the Debenture Trustees are as under:
Vistra ITCL India Ltd,
C-22, Bandra Kurla Complex, Bandra (E), Mumbai-400051,
Tel: 022- 26593535.
Contact Person: The Compliance Officer. Email: mumbai@vistra.com
Website: www.vistraitcl.com
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. The details relating to deposits, covered under Chapter V of the
Act, since neither the Company has accepted deposits during the year under review nor
there were any deposits outstanding during the year.
2. Details relating to issue of sweat equity shares and shares with
differential rights as to dividend, voting or otherwise, since there was no such issue of
shares.
3. None of the Whole-Time Directors of the Company received any
remuneration or commission from any of its subsidiaries.
4. During the financial year under review, there was no instance of
one-time settlement of loans/financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
- Disclosure Under The Sexual Harassement Of Women At Work Place
(Prevention, Prohibition And Redressal) Act, 2013:
The Company has in place a Policy in line with the requirements of
"The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
No Complaints were received, during the year under review.
- Scheme of Merger- Marathon Nextgen Townships Private Limited:
The Hon'ble National Company Law Tribunal vide its order dated
July 14, 2023 has sanctioned the scheme of merger between the Company and its wholly owned
subsidiary, Marathon Nextgen Township Private Limited (MNTPL), considering April 01, 2020
as being the appointed date. In the scheme filed, the appointed date was April 01, 2019.
The Company is therefore in the process of filing an appeal before the Hon'ble
National Company Law Appellate Tribunal seeking to rectify the order.
33. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank all the employees at all
levels, customers, suppliers, bankers, business partners/ associates, financial
Institutions and various other regulatory authorities for their consistent
support/encouragement to the Company.
Your directors also thank the shareholders for reposing confidence and
faith in the Management of the Company.
Place: Mumbai Date: August 11, 2023
For and on behalf of the Board
Chetan R. Shah
Chairman & Managing Director DIN 00135296
Disclosures of remuneration of Directors and employees as
required under section 197 of the Companies Act 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Appointment and Remuneration of Managerial Personnel) 2014) Rules: For
FY: 2022-23
a. Details as per Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) 2014) Rules:
(i) The ratio of the remuneration of CMD to the median remuneration of
the employees of the Company for the FY 2022-23: 14.56:1
(ii) The % increase/(decrease) of remuneration: 13.81 %
a. CMD - 137% increase in the FY 2022-23
b. CS -12.% increase, in the FY 2022-23
(iii) 6.25 % increase in the median remuneration of the employees.
(iv) The no. of permanent employees of the Company are: 62 employees.
(v) The explanation of the relationship between average increase in
remuneration and the Company's performance: Increase in the growth of business
compared to previous FY.
The increase in the net profit of the Company for the FY:22-23: Rs.
10498.38 Lakhs (Previous FY. Rs. 2154.65 Lakhs). The % increase is 387%.
(vi) Comparison of remuneration of the KMP against the performance of
the Company.
KMP |
% of Increase in
Remuneration |
Remarks |
1. CMD |
- 137% Increase to last year- |
- |
2. CS |
12% increase compared to last
year- |
Nominal increase as per the
policy of the Company. |
(vii) Variation of market cap, P/E at the closing of FY:2022-23, i.e
March 31, 2023
Details |
FY:
2022-23 |
FY:
2021-22 |
FY:
2020-21 |
FY:
2019-20 |
FY:
2018-19 |
FY:
2017-18 |
FY:
2016-17 |
FY:
2015-16 |
FY:
2014-15 |
FY:
2013-14 |
Variation FY:23 VS. FY:22 |
Market Cap (7 in Crores) |
1283.18 |
537.05 |
284.51 |
190 |
566 |
962 |
746 |
398 |
281 |
234 |
138.93%
INCREASE |
Closing Price-(7)- 7 5 -FV |
BSE-277/-
NSE-276.35 |
BSE-116.75/-
NSE-118.20 |
BSE-61.85
NSE-62.40 |
BSE-40.90
NSE-41.40 |
BSE-122.95
NSE-121.45 |
BSE-417.20
NSE-418.55 |
BSE-262.40
NSE-262.50 |
140 |
148 |
123.50 |
|
EPS |
22.74 |
4.71 |
6.18 |
7.48 |
7.44 |
12.20 |
30.93 |
26.51 |
20.26 |
19.25 |
|
P/E |
12.18 |
24.78 |
10.10 |
5.54 |
16.51 |
34.30 |
8.49 |
5.28 |
7.31 |
6.42 |
|
Total no. of equity shares listed: 4,63,24,088 Nos. of face value of 7
5/-each.
The Annual Report on CSR Activities
INTRODUCTION:
Corporate Social Responsibility (CSR) refers to a Company's
commitment in conducting business ethically, contributing positively to the society, and
minimizing its impact on the environment. CSR is a management concept whereby companies
integrate social and environmental concerns into their business operations and
interactions with their stakeholders.
1. A brief outline of the Company's CSR policy, including overview
of projects or programs proposed to be undertaken and a reference to the web-link to the
CSR policy and projects or programs.
Marathon Nextgen Realty Limited (MNRL) is a part of "Marathon
Group"and it believes that corporate organisations
should think beyond profit and look out for the wellbeing of society.
Guided by the vision of its founder Chairman,(late) Ramniklal Z.Shah - profit is not
just a set of figure but of values' - "Marathon Group" has over the years
working on a modest informal CSR agenda. One of the obligations of the "Group"
is to contribute certain percentage of the net profit to the developmental activities.
Generally, the activities/projects are undertaken at "Marathon
Group" level and includes, providing basic education and Slum Rehabilitation &
development etc. since five decades.
Some of the activities are either direct or through a registered Trust
viz.,"R Z Shah Trust", established in October 17, 1991 at Mumbai.
2. The Composition of the CSR Committee.
Sr. No. Name of
Director |
Designation/Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mrs. Parul A. Shah |
Independent Director |
1 |
1 |
2 Mr. Mayur R. Shah |
Non-Executive Director |
1 |
1 |
3 Mr. Chetan R. Shah |
Managing Director |
1 |
1 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the Company:
Website of the Company: https://www.marathonnextgen.com/
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report):
Not Applicable.
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any:
Not Applicable.
6. Average net profit of the Company as per section 135(5): T 34.29
Crores
7. (a) Two percent of average net profit of the Company as per
section 135(5): Rs. 68/- Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years.
No Surplus - Not Applicable
(c) Amount required to be set off for the financial year, if any Not
Applicable
(d) Total CSR obligation for the financial year (7a+7b7c) - Rs. 68/-
Lakhs
8. (a) CSR amount spent or unspent for the financial year:
Total Amount
Amount Unspent (f in Lakhs)
Spent for the Financial Year.
(f in Lakhs) |
Total Amount
transferred to Unspent CSR Account as per section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5) |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
68.58 |
NA |
NA |
NA |
NA |
NA |
(b) Details of CSR amount spent against ongoing projects for the
financial year:
Sr. No Name of
the Project |
Item from the list of
activities in Schedule VII to the Act |
Local
area
(Yes/
No) |
Location of the
project |
Project
duration |
Amount allocated for the
project (in f) |
Amount spent in the current
financial Year (in f) |
Amount transferred to
Un-spent CSR Account for the project as per Section 135(6) (in f) |
Mode of Implementation -
Direct (Yes/No) |
Mode of
Implementation - Through Implementing Agency |
|
|
|
State |
District |
|
|
|
|
|
Name |
CSR
Registration
Number |
1. Next School Projects Mulund
(W), Mumbai, Maharashtra 400080 |
Promoting Education &
Skill
Development Schedule VII (ii) |
Ye s |
Maharashtra |
Mumbai |
N A |
Rs. 70 Lakhs |
Rs. 68.58 Lakhs |
N A |
Through a Regd Trust |
R.Z.Shah
Trust |
CSR00010894 |
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
Sr. No Name of
the Project |
Item from the list of
activities in Schedule VII to the Act |
Local
area
(Yes/
No) |
Location of the
project |
Amount allocated for the
project (in f) |
Mode of Implementation-
Direct (Yes/No) |
Mode of
Implementation - Through Implementing Agency |
|
|
|
State |
District |
|
|
Name |
CSR Registration Number |
Not Applicable |
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: NA
(f) Total amount spent for the Financial Year: Rs. 68.58 Lakhs
(8b+8c+8d+8e)
(g) Excess amount for set off, if any:
Sr. No Particular |
Amount (in f) |
i Two percent of
average net profit of the Company as per section 135(5) |
|
ii Total amount
spent for the Financial Year |
|
iii Excess amount
spent for the financial year [(ii)-(i)] |
NOT APPLICABLE |
iv Surplus arising
out of the CSR projects or programmes or activities of the previous financial years, if
any |
|
v Amount available
for set off in succeeding financial years [(iii)-(iv)] |
|
9. (a) Details of Unspent CSR amount for the preceding three financial
years:
Sr. No Preceding
Financial Year |
Amount transferred to Unspent
CSR Account under section 135 (6) (in f) |
Amount spent in the reporting
Financial Year (in f) |
Amount
transferred to any fund specified under Schedule VII as per section 135(6), if |
Amount remaining to be
spent in succeeding financial years (in f) |
|
|
|
Name of the Fund |
Amount (in f) |
Date of transfer |
|
Not Applicable |
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
Sr. No Project
ID |
Name of the Project |
Financial Year in
which the project was commenced |
Project duration |
Total amount allocated
for the project (in 1) |
Amount spent on
the project in the reporting Financial Year (in 1) |
Cumulative amount
spent at the end of reporting Financial Year. (in 1) |
Status of the
project- Completed/ Ongoing |
NONE -NA |
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year
(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s): NA
(b) Amount of CSR spent for creation or acquisition of capital asset:
NA
(c) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc: NA
(d) Provide details of the capital asset(s) created or acquired
(including): NA
11. Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per section 135(5):
Taking into account the commitments made at the "Marathon
Group" level for the CSR projects/programmes which are in progress, and considering
the project mode of CSR activity, where the project at times extends beyond the financial
year there is no shortfall as such in the CSR expenditure as compared to the stipulated 2%
of the average net profits of the last three financial years.
There are also certain philanthropic/CSR activities/initiatives
undertaken by "Marathon Group" for the substantial well-being of the people in
the community, which are not getting covered under the above CSR report due to the
specified format under the applicable Rules.
Sd/- Sd/-
Managing Director Chairman CSR Committee
Secretarial Audit Report
For the Financial year ended March 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014]
To
The Members,
Marathon Nextgen Realty Limited.
Marathon Futurex, Mafatlal Mill Compound,
N.M. Joshi Marg, Lower Parel (W),
Mumbai 400 013.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Marathon Nextgen
Realty Limited (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company, to the extent
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, the explanations and
clarifications given to me and the representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange
Board of India warranted due to the spread of the COVID-19 pandemic,
I hereby report that in my opinion, the Company has during the audit
period covering the financial year ended on March 31, 2023, complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March,
31, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder; to the extent applicable to Foreign Direct Investment (FDI),
Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India (SEBI')Act, 1992:
(a) The SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The SEBI (Prohibition of Insider Trading) Regulations, 2015;
(c) The SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(d) The SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
(e) The SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021;
(f) The SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993;
(g) The SEBI (Delisting of Equity Shares) Regulations, 2009; (Not
applicable to the Company during the Audit Period); and
(h) The SEBI (Buyback of Securities) Regulations, 2018; (Not applicable
to the Company during the Audit Period).
(vi) I further report that, having regard to the compliance
system prevailing in the Company, considering and relying upon representation made by the
Company and its officers for system and mechanism formed by the Company, I am of the
opinion that the Company has complied with the following laws applicable specifically to
the Company:
(a) The Real Estate (Regulation and Development) Act,2016;
(b) The Maharashtra Ownership Flats (Regulation and Promotion of
Construction, Sale, management, Transfer) Act, 1963 and its Rules;
(c) The Maharashtra Apartment Ownership Act, 1970;
I further report that the Company has complied with the applicable
clauses/regulations of the following:
(a) Applicable clauses of Secretarial Standards issued by The Institute
of Company Secretaries of India;
(b) The Equity Listing Agreement, to the extent applicable, entered
into by Company with National Stock Exchange of India Limited and BSE Limited; and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
During the period under review and as per the explanations and
clarifications given to me and the representations made by the Management, the Company has
complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.
mentioned above except to the extent as mentioned below:
(a) Whereas the Company was intimated with shorter notice to Stock
Exchange(s) which amounted to Non-compliance under Reg. 60(2), 50(1), 57(4) and 57(5)of
SEBI(LODR) Regulations-hence penalty was levied by the National Stock Exchange of India
Limited and BSE Limited.
(b) Key Managerial Personnel (KMP) holding a similar position to
another Company, which is inconsistent with the provision of Section 203 of the Companies
Act, 2013.
(c) Yearly disclosure under Regulation 31(4) of SEBI (Substantial
Acquisition of Shares & Takeovers) Regulations, 2011 made belatedly.
(d) Structured digital database containing the nature of unpublished
price-sensitive information under Regulation 3(5) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 maintained belatedly.
I further report that
The Board of Directors of the Company is duly constituted with the
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
There were no changes in the composition of the Board of Directors that took place during
the period under review.
Adequate notice is required to be given to all directors to schedule
the Board Meetings, agenda and detailed notes on the agenda were sent in advance and a
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting for meaningful participation at the meeting.
All decisions at Board meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be.
I further report that based on review of the compliance mechanism
established by the Company and on the basis of the Compliance Certificate(s) issued by the
Managing Director/ Company Secretary and taken on record by the Board of Directors at
their meeting(s), I am of the opinion there are adequate systems and processes in place in
the Company which is commensurate with its size and operations, to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines; and the Company has
responded appropriately to notices received from various statutory/regulatory authorities
including initiating actions for corrective measures, wherever found necessary.
I further report that during the financial year under review, the
following events/actions having a major bearing on the Company's affairs in pursuance
of the above-referred Laws, Rules, Regulations, Guidelines, Standards, etc., have
occurred:
(a) "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP") was
approved by the shareholders at their meeting held on September 30, 2020 and total number
of Options approved was 23,00,000. The Nomination, Remuneration and Compensation Committee
at its meeting held on February 12, 2021, out of 23 lakhs Options, has approved the grant
of 3,41,000 stock options at a price of Rs. 20 /- (per option) to the eligible employees.
Accordingly, 19,59,000 Options remained outstanding as on March 31, 2021.
The Nomination, Remuneration and Compensation Committee at their
meeting held on November 12, 2021, has approved the further grant of 118401 stock options-
2nd Tranche, out of the outstanding 19,59,000 Options, at a price of Rs. 20 /-
(per option) to the eligible employees. Accordingly, 18,40,599 Options remained
outstanding as on March 31, 2023.
All Options vest in a graded manner and are required to be exercised
within a specific period (i.e. within 5 years of completion of one year from the date
grant options) in accordance with "EMPLOYEE STOCK OPTION PLAN" 2020
("ESOP-2020") and Securities and Exchange Board of India (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021, as amended from time to time.
(b) The Company Scheme Petition filed with Hon'ble NCLT during the
last quarter of FY: 2021 for seeking sanction of the Scheme of Merger of Marathon Nextgen
Townships Private Limited, a WOS with Marathon Nextgen Realty Limited and their respective
shareholders is approved by the Hon'ble NCLT Mumbai Bench on July 11, 2023 with
effective date as April 01, 2020. However, the original effective date mentioned in the
Petition was April 01, 2019, Hence, the Company preferred an appeal with Hon'ble
NCLAT New Delhi.
NITIN R. JOSHI
Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN:
F003137E000784038
Place: Mumbai Date: August 11, 2023
Note: This report is to be read with our letter of even date which
is annexed as Annexure-A and forms an integral part of this report
ANNEXURE-A'
To
The Members,
Marathon Nextgen Realty Limited.
Marathon Futurex, Mafatlal Mill Compound, N.M. Joshi Marg, Lower Parel
(W),
Mumbai 400 013.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and the happening of events, etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations and standards is the responsibility of management. My examination
was limited to the verification of procedures on a test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
NITIN R. JOSHI
Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN:
F003137E000784038
Place: Mumbai Date: August 11, 2023
To,
The Members,
Sanvo Resorts Private Limited
702, Marathon Max,
Jn. of Mulund-Goregaon Link Road,
Mulund (West),
Mumbai 400080.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Sanvo Resorts
Private Limited ("the Company"). The Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company, to the extent
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, the explanations and
clarifications given to me and the representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange
Board of India warranted due to the spread of the COVID-19 pandemic,
I hereby report that in my opinion, the Company has during the audit
period covering the financial year ended on March 31, 2023, complied with the statutory
provisions listed hereunder and also that the Company has proper Board processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year according to the
provisions of:
i) The Companies Act, 2013 ("the Act") and the rules
made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder - (Not Applicable to the Company during the Audit
Period;)
iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
iv) Foreign Exchange Management Act, 1999, and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not Applicable to the Company during
the Audit period)
v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India (SEBI) Act, 1992:
(c) The SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; (Not Applicable to the Company during the Audit period)
(d) The SEBI (Prohibition of Insider Trading) Regulations, 2015; * (Not
Applicable to the Company during the Audit period)
(e) The SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018; (Not applicable to the Company during the Audit Period)
(f) The SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021;
(g) The SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021; (Not applicable to the Company during the Audit Period)
(h) The SEBI (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
(i) The SEBI (Delisting of Equity Shares) Regulations, 2009; (Not
applicable to the Company during the Audit Period) and
(j) The SEBI (Buyback of Securities) Regulations, 2018; (Not
applicable to the Company during the Audit Period)
* The Company being a material subsidiary of Marathon Nextgen Realty
Limited ("MNRL"), directors and certain employees of the Company have been
categorised as Designated Persons and are covered by the Code of Conduct under The
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
of Marathon Nextgen Realty Limited (MNRL).
I have also examined compliance with the applicable clauses of the
following:
i) Secretarial Standards issued by The Institute of Company
Secretaries of India and
ii) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, wherever applicable.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that the Company has identified the following laws
as specifically applicable to the Company:
(a) The Real Estate (Regulation and Development) Act, 2016;
(b) The Maharashtra Ownership Flats (Regulation and Promotion of
Construction, Sale, Management, Transfer) Act, 1963 and its Rules;
(c) The Maharashtra Apartment Ownership Act, 1970;
I further report that the Company has complied with the applicable
clauses of Secretarial Standards issued by The Institute of Company Secretaries of India;
I further report that-
The Board of Directors of the Company is duly constituted. There were
no changes in the composition of the Board of Directors that took place during the period
under review.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on the agenda were sent in advance and a System exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting for meaningful participation at the meeting.
All decisions made at Board Meetings have unanimous consent as recorded
in the minutes of the meetings of the Board of Directors.
I further report that having regard to the compliance system
prevailing in the Company and as per explanations and management representations obtained
and relied upon by me the Company has adequate systems and processes commensurate with the
size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that, during the audit period the Company has done
the following transactions in due compliance with the applicable provisions of Act:
I. During the year under review, the Company has allotted 50 Senior,
Unlisted Redeemable Non-Convertible Debentures, each of a face value of T
II. T 10,00,000/- (Rupees Ten Lakh) aggregating to T 5,00,00,000/-
(Indian Rupees Five Crores) on a private placement basis to Asia Real Estate II India
Opportunity Trust under IDBI Trusteeship Services Limited (Debenture Trustee).
NITIN R. JOSHI
Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN:
F003137E000792321
Place: Mumbai Date: August 11, 2023
Note: This report is to be read with our letter of even date which
is annexed as Annexure A and forms an integral part of this report.
ANNEXURE-A'
To,
The Members,
Sanvo Resorts Private Limited
702, Marathon Max,
Jn. of Mulund-Goregaon Link Road, Mulund (West),
Mumbai 400080.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and the happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, and standards is the responsibility of management. My
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
NITIN R. JOSHI
Practicing Company Secretary FCS: 3137 PCS: 1884 UDIN:
F003137E000792321
Place: Mumbai Date: August 11, 2023