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EQUITY - MARKET SCREENER

Marathon Nextgen Realty Ltd
Industry :  Construction
BSE Code
ISIN Demat
Book Value()
503101
INE182D01020
142.7493897
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
MARATHON
208.9
704.48
EPS(TTM)
Face Value()
Div & Yield %
0.73
5
0
 

As on: May 28, 2022 01:21 AM

The Directors have pleasure in submitting their 44th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2021.

WORKING RESULTS:

(RS. IN LACS)

Particulars Year ended March 31, 2021 Year ended March 31,2020
Total Income 7,745.94 10,003.45
Profit / (Loss) before Depreciation, interest and Taxation 6956.51 7202.91
Less: Depreciation 500.05 455.74
Less: Interest/Fin. Cost 3054.07 2866.34
Profit before Taxation 3402.39 3880.83
Less / (Add) Tax Expenses 560.53 440.34
Profit / (Loss) after tax after adjustment 2841.86 3440.49
Add/(less): Other Comprehensive income/(loss) 21.37 (11.69)
Total Comprehensive Income 2863.23 3428.80
Earning Per Equity Share (Face Value of Rs.5)
Basic (in Rs.) 6.18 7.48
Diluted (in Rs.) 6.17 7.48

DIVIDEND:

In order to conserve cash flows of the Company during these testing times of the pandemic, the Board of Directors have decided not to recommend any dividend on the equity shares for the F.Y.2020-21.

AMOUNT PROPOSED TO BE CARRIED TO GENERAL RESERVE: NIL

OPERATIONS:

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 segment is yet to be recognised.

The construction activities of Project at Byculla, Mumbai, known as "MONTE SOUTH" of the SPV (a LLP) wherein your Company holds 40% equity stake has been progressing well.

Projects

Terrapolis Assets Private Limited (TAPL), a 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 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 (SRA)and Commercial building.

The SRA has given necessary approvals for the construction of Rehab building and to support initially the construction related activities, the Project needs timely funding. TAPL has already approached FIs/Banks for funding requirements.

Sanvo Resorts Pvt Ltd (SRPL), a subsidiary of the Company has been reporting good numbers on the sale front. Its Project development at "Marathon Nexzone" at Panvel is progressing well and necessary Completion certificates were also issued by the Authorities for handing out the units.

Sanvo is presently developing a residential cum commercial complex in Panvel, District Raigad, contiguous to Mumbai. The total saleable area of the project is around 41 lac 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.

DIRECTORS AND CHANGES IN INDEPENDENT DIRECTORSHIP:

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 re-appointment.

Mr. Ashwin Mohanlal Thakker (DIN: 00686966)was appointed as an Additional Director at the Board Meeting held on November 13, 2020.

His appointment is being regularised at this 44th AGM .He will be holding the office of Independent Director for a 1st term from the November 13,2020 till November 12,2025.

The brief resume of Mr. Ashwin Mohanlal Thakker, nature of his experience in specific functional area is mentioned and forms part of this Annual Report.

Mr. S. Ramamurthi was appointed as Whole Time Director & CFO of the Company by the members at the 43rd Annual General Meeting held on September 30, 2020 for a period of 5 years from May 01,2020 to April 30, 2025. He will attain the age of 70 years on November 08, 2021. As a matter of abundant caution, it is proposed to obtain approval of the shareholders as per the provisions of Section 196(3) of Companies Act, 2013 for continuation of his employment as a Whole Time Director, on the same terms of appointment and remuneration as approved by members earlier in September 30, 2020 is recommended by the Board of Directors.

AUDITORS

M/s. Rajendra& Co., Chartered Accountants, who has been appointed as Statutory Auditors for a term of 5 years with effect from F.Y. 2017- 18, will continue to be the Statutory Auditors for the FY 2021-22. Vide MCA notification dated May 7,2018 the requirement of yearly ratification by the shareholders at every general meeting as per Sec 139 of the Companies Act 2013 is dispensed with.

PARTICULARS OF EMPLOYEES:

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.

EMPLOYEE STOCK OPTION PLAN:

An "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") was 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 February 12, 2021, has approved the grant of 3,41,000 stock options, out of 23 lacs Options, at a price of Rs.20 /- (per option) to the eligible employees of the company, its holding company and its subsidiaries. Accordingly, 19,59,000 Options remained outstanding as on March 31,2021.

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 circulars issued thereunder, have been uploaded on the Company's website: https:// www.marathonnextgen.com/.

The Disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are detailed under:

Sl. No Particulars Status of compliance
1. The Board of Directors in their report shall disclose any material change in the scheme(s) and whether the scheme(s) is/ are in compliance with the regulations. The scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
2. Further, the following details, inter alia, shall be disclosed on the company's website and a weblink thereto shall be provided in the report of board of directors.
A. Relevant disclosures in terms of the 'Guidance note on Accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time. Disclosed in Notes to the Financial Statements FY 2020-21.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time. Disclosed in Notes to the Financial Statements FY 2020-21.

C. Details related to Employees Stock Option Plan (ESOP) : EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP")

(i) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including -

a Date of shareholders' approval September 30, 2020
b Total number of options approved under ESOP 23,00,000
c Vesting requirements The Nomination, Remuneration and Compensation Committee, shall in its absolute discretion, have the authority to fix the vesting period in relation to Options and shall communicate to the Eligible Employee, at the time of grant, the time and the manner of vesting of options, subject to a minimum vesting period of one year
d Exercise price or pricing formula Exercise Price is with reference to the previous day's Closing Market Price Rs. 77.50 NSE. That stock exchange is to be selected which has the highest trading volume on previous day. The Nomination, Remuneration and Compensation Committee has a power to provide suitable discount or charge premium on the price as arrived above.
e Maximum term of options granted 5 years from the date of vesting of options.
f Source of shares (primary, secondary or combination) Primary
g Variation in terms of options The ESOP Scheme was extended to the employees of Holding and Subsidiary Companies on the same terms which was approved by the Members of the Company at the 43rd Annual General Meeting held on September 30, 2020.
(ii) Method used to account for ESOP - Intrinsic or fair value. Fair value method/Market Price
(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. Not Applicable
(iv) Option movement during the year (for each ESOP): 23,00,000
Number of options outstanding at the beginning of the period NIL
Number of options granted during the year 3,41,000
Number of options forfeited / lapsed during the year NIL
Number of options vested during the year NIL
Number of options exercised during the year NIL
Number of shares arising as a result of exercise of options NIL
Money realized by exercise of options (INR), if scheme is implemented directly by the company NIL
Loan repaid by the Trust during the year from exercise price received NIL
Number of options outstanding at the end of the year 19,59,000
Number of options exercisable at the end of the year NIL
(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -
(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -
a senior managerial personnel; -
b any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and NIL
c identified employees who were granted option,during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. NIL
(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:
a the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; The fair value at grant date is determined as per certified by Merchant Banker
b the method used and the assumptions made to incorporate the effects of expected early exercise; Not Applicable
c how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and The scheme was drawn up in accordance with the guidelines of SEBI as such this assumption was not applicable
d whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition. Not Applicable

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, change in the joint venture SPV agreement that the company had entered into for investment in two properties

- Byculla and Borivali. Borivali property has been in a long drawn litigation with Government of Maharashtra and the investment has not been generating returns for many years now. While the company would continue to execute as a partner the ongoing Byculla project, the Company would withdraw its investment from the Borivali project and let its partner develop the Borivali Project.

- The Company has entered into a RPT with United Builders for undertaking clubbing of development of SRA projects with each other, subject to necessary approvals. The outer limit of the value of transaction is Rs.20 crore.

SCHEME OF MERGER- MARATHON NEXTGEN TOWNSHIPS PRIVATE LIMITED:

During the year under review, your Company has filed a Company Scheme Petition during the last quarter of FY:2021 for seeking Final sanction of the Scheme of Merger of Marathon Nextgen Townships Private Limited, a WOS with Marathon Nextgen Realty Limited and their respective shareholders.

The matter is yet to be disposed by the Hon'able NCLT, Mumbai bench.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company undertakes necessary Energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the current period.

LISTING :

The Equity Shares of the Company are listed with the BSE Limited & National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees for both the Exchanges for the year 2021-22.

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.

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act 2013 is dealt separately and forms part of this Directors Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during the period under review.

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.

CSR POLICY INITIATIVES SPENDING:

The Company has a CSR policy. For the FY 2020-21, the amount spent on the CSR related activities amounting to Rs.70,70,000/- was contributed to a recognized Trust .

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.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2021

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 2020-21 carried out by Mr. Nitin R, Joshi, Practicing Company Secretary, in Form MR-3 forms part to this report.

Also, the Secretarial Audit Reports for FY 2020-21 in Form MR-3 in respect of Sanvo Resorts Private Limited, a 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.

BUSINESS RESPONSIBILITY REPORT(BRR)/COMMITMENT TOWARDS SUSTAINABILITY WHILE UNDERTAKING PROJECTS:

In terms of Regulation 34 of SEBI (LODR) Regulations 2015 ("LODR''),effective from FY:2019-20 the Top 1000 listed Companies are required to submit as a part of their Annual Report, a Business Responsibility Report describing the initiatives taken by them from an environment, social and governance perspective, in the format given under the LODR. This becomes a channel for the Company to communicate its commitment towards sustainability while undertaking projects.

The submission of the BRR for the year under review is not applicable to the Company.

ANNUAL RETURN FY. 2020-2021

Annual return in accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.marathonnextgen.com/.

ACKNOWLEDGEMENTS:

The Board of Directors take this opportunity to place on record their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers, customers, suppliers / associates during the year under review.

The Board whole heartedly acknowledges the dedicated and sincere efforts and services put in by the employees at all levels in the Company during very trying times. Their dedicated efforts and enthusiasm has been integral to your Company's growth.

For and on behalf of the Board
Place: Mumbai Chetan R. Shah
Date: August 12, 2021 Chairman & Managing Director