The Members of
 
 MARG Limited
 
 The Directors are pleased to present the Sixteenth Annual Report along
 with the audited accounts for the year ended 31st March 2011
 
 1. Financial Results                          (Rs. in Crores)
 
                                         Year ended        Year ended
 
                                   31st March, 2011  31st March, 2010
 
 Income from operations                    1,085.01            745.39
 
 Non-operating Income                          1.37             15.49
 
 Total Income                              1,086.38            760.88
  
 Total Expenditure                           957.23            626.61
 
 Profit before depreciation, interest 
 and taxation                                129.15            134.27
 
 Depreciation                                  6.89              5.17
 
 Interest & finance charges                   27.61             14.38
 
 Profit before tax                            94.65            114.72
 
 Tax expenses                                 34.78             35.22
 
 Profit after tax                             59.87             79.50
 
 Balance in Profit & Loss Account            184.94            120.15
 
 Amount available for appropriation          244.81            199.65
 
 Dividend                                      7.62              6.59
 
 Dividend tax                                  1.26              1.12
 
 Amount transferred to general reserve         4.50              7.00
 
 Balance in Profit and Loss account          231.43            184.94
 
 The year in retrospect witnessed a jump in turnover which crossed a
 revenue of Rs. 1,000 crores, and has been listed by Dun & Bradstreet
 among India''s Top 500 Companies, 2010.  During the year, the
 company''s income grew by 45.56% and the operational EPBITA was Rs.128
 crores as compared to Rs.119 crores in the previous year. The basic
 Earning Per Share (EPS) is Rs.18.11 on capital of 3.31 crore weighted
 average number of shares and Diluted Earning Per Share is Rs.15.85 on
 3.77 crore weighted average number of shares of Rs.10 each for the year
 under review.
 
 2. Business Highlights FY 2010-11
 
 A.  MARG EPC business revenue stood at Rs.1,004 crores, an increase of
 43% YoY.
 
 B.  Karaikal Port Pvt Ltd, a subsidiary of your Company handled 4.75
 MMT of cargo in FY 2010-11, and the revenue was Rs.170 crores in FY
 2010-11.
 
 C.  New Chennai Township Pvt. Ltd, a subsidiary of your Company, earned
 a revenue at Rs. 198 crores, an increase of 32% YoY.
 
 D.  MARG ProperTies Ltd, a subsidiary of your Company has sold 0.89 mn
 sq.ft (879 units) for Rs. 228 crores.
 
 E.  The construction of MARG Junction comprising Mall, Hotel, Multiplex
 and Offices by Riverside Infrastructure (India) Private Ltd, (a
 subsidiary of your Company), is on schedule and it has executed deals
 for 35% of the leasable space in the Mall area.
 
 F.  The company raised Rs. 106.93 crores through QIP (Qualified
 Institutional Placement) of Equity Shares at an offer price of Rs.
 189.88 per share during the FY 2010-11 to fund its various projects.
 
 Your Company''s projects in different verticals are handled by dedicated
 teams. The Business situation of the above projects are discussed in
 the Management Discussion and Analysis Report which forms part of this
 Report.
 
 3. Awards & Recognitions
 
 The Company has received the following awards and recognitions:
 
 1.  Listed by Dun & Bradstreet among India''s Top 500 Companies 2010.
 
 2.  Hatrick of Awards at India Leadership Conclave 2011 for ''India''s
 Most Admired Infrastructure Company 2011'', ''Excellence in Social
 Service'' and for ''Innovative CEO of the year''.
 
 3.  Sir Visvesvaraya Industrial Award by All India Manufacturers
 Organisation (TNSB) in 2010.
 
 4.  The ''Second fastest growing construction Company (medium category)
 Award'' at the 8th Construction World Annual Awards 2010.
 
 5.  ''India Shining Star Award 2011'' for outstanding work in CSR in the
 Infrastructure sector by Wockhardt Foundation.
 
 6.  3rd Construction Industry Development Council, ''Vishwakarma Awards
 2011'' for achievements in CSR.
 
 4. Increase In Share Capital
 
 During the year, the Company''s paid up Equity Share Capital of the
 Company has increased from 27,208,369 Equity Shares to 38,118,926
 Equity Shares of Rs.10 each consequent to allotment of 10,910,557
 equity shares through Qualified Institutional Placement (QIP), Warrants
 conversion and ESOP.
 
 5. Appropriations
 
 A. Dividend
 
 The Directors recommend a dividend of Rs. 2 on the face value of Rs. 10
 per share on 38,118,926 equity shares of the Company, for the year
 ended 31st March 2011.
 
 B. Transfer To Reserves
 
 The Company propose to transfer Rs. 4.50 crores (7.5% of the Net Profit
 for the year) to the General Reserve. A balance amount of Rs. 46.49
 crores is proposed to be retained in the Profit & Loss account.
 
 6. Directors
 
 Mrs. V P Rajini Reddy and Mr. G Raghava Reddy, Directors, retire by
 rotation and being eligible offer themselves for re-appointment at the
 ensuing Annual General Meeting.
 
 7. Auditors
 
 M/s. K Ramkumar and Co., Chartered Accountants, the Statutory Auditor
 of the Company, holds office until the conclusion of the ensuing Annual
 General Meeting and are eligible for re- appointment. The Company has
 received their consent under Section 224 (1B) of the Companies Act,
 1956 to the effect that their re-appointment, if made, would be within
 the prescribed limits under Sec.224 (1B) of the Companies Act, 1956.
 
 8. Subsidiary Companies
 
 The Company has 82 subsidiaries as on 31st March 2011.
 
 Pursuant to the Government of India''s General Circular No: 2 /2011 (No:
 51/12/2007-CL-III) dated 8th February, 2011 issued by Ministry of
 Corporate Affairs, the Company has been exempted from attaching the
 accounts and other information of subsidiaries as required under
 Section 212 (1) of the Companies Act, 1956. However, a statement is
 attached in Consolidated Balance Sheet providing the stipulated
 financial information for each subsidiary. As per the conditions of the
 above Circular, the same forms part of the annual accounts of the
 Company.
 
 The Consolidated Financial Statements duly audited are presented along
 with the Accounts of your Company in this Report. The annual accounts
 of subsidiary companies are kept at the Company''s Registered Office and
 also at the respective registered offices of the subsidiaries and shall
 be made available for inspection to the members/ investors of the
 Company/any subsidiary, seeking such information at any point of time.
 
 9. Corporate Governance
 
 A Report on Corporate Governance approved by the Board of Directors of
 the Company and a Certificate from the Auditors of the Company is set
 out in the Annexure to this Report.
 
 10. Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings
 
 The Company has taken adequate measures to conserve energy and the
 Company believes that productivity from all its workforces can be
 achieved with interface of latest technology.
 
 The Company is not an industrial undertaking in terms of Section
 217(1)(e) of the Companies Act, 1956 read along with Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 and hence, particulars regarding conservation of energy,
 technology absorption and adaptation are not applicable and hence the
 same are not provided.
 
 The information on Foreign Exchange Earnings and Outgo is contained in
 the note 16 of schedule 18 Notes on Account, forming part of the
 accounts. A separate statement is attached as Annexure I to this
 Report.
 
 11. Particulars of Employees U/S 217(2A)
 
 Particulars of the employees of the Company, who were in receipt of
 remuneration, which in aggregate exceeds the limit fixed under Section
 217(2A) of the Companies Act, 1956 and Companies (Particulars of
 Employees) Rules 1975 as amended, forms part of this Directors Report.
 However, as per the provisions of Sec.  219 (i)(b)(iv) of the Companies
 Act 1956, the Annual Report and accounts excluding the aforesaid
 information are being sent to the shareholders of the Company. Any
 member interested in obtaining such particulars may write to the
 Company Secretary at the Registered Office of the Company for the same.
 
 12. Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, the Directors confirm that;
 
 i) In the preparation of the Annual Accounts for the financial year
 ended 31st March 2011, the applicable accounting standards had been
 followed and there were no material departures;
 
 ii) They have selected such accounting policies and applied them
 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 and loss
 account of the Company for that period;
 
 iii) They have taken proper and sufficient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Act for safeguarding
 the assets of the Company and for preventing and detecting fraud and
 other irregularities;
 
 iv) They have prepared Annual Accounts on a going concern basis.
 
 13. Fixed Deposits
 
 The Company has not invited or accepted fixed deposits from the public.
 
 14. Employee Stock Option Scheme
 
 During the year 2010-11, the Company allotted 45,610 equity shares of
 Rs. 10 each at a premium of Rs. 65 aggregating to Rs. 75 per share on
 12th October 2010 and 23,780 equity shares of Rs. 10 each at a premium
 of Rs. 90 aggregating to Rs. 100 per share on 13th November 2010 to the
 employees of the Company and its subsidiaries.
 
 The Disclosures required to be made under SEBI (Employees Stock Option
 Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is given
 as Annexure II to this report including details on the grant, vesting,
 exercise, and lapsed under the aforesaid ESOP scheme.
 
 15. Joint Venture
 
 The Company has entered into TWO joint ventures:
 
 (i) Future Parking Private Limited (in which MARG holds 51% of paid-up
 share capital), is into joint venture with M/s. Apollo Hospitals
 Enterprise Limited for the development of Multi Level Car Parking
 (MLCP) at Wallace Garden, Chennai on BOT basis for a period of 20 years
 including 2 years of construction period with a provision of right for
 development of commercial complex along with the MLCP facility for the
 entire BOT period.  The Company has received approvals from CMDA,
 Corporation of Chennai for the construction of the MLCP and the project
 is expected to be commissioned in June 2012.
 
 (ii) Signa Infrastructure India Limited (in which MARG holds 74% of
 paid-up share capital), is into a joint venture with Housing and Urban
 Development Corporation Limited (HUDCO) for Techno-Financial
 collaboration.
 
 16. Corporate Social Responsibility – Approach Towards Society
 
 MARG Parivarthan – (''Chain of Change'') which is MARG''s CSR brand has
 executed the following socio-responsibility projects during the year
 2010-11.
 
 EDUCATION: Infrastructure support to Govt. Middle School near MARG
 Swarnabhoomi and to Tiruvallur Tamil High School – Karaikal, Summer
 Coaching Camp – Karaikal, Distribution of school bags to Panchayat
 Union Primary School at Kalavakkam and uniforms to Panchayat Union
 Middle School at Madayambakkam, etc are some of educational initiatives
 which were taken place in 2010-11.  Health: 24 hrs First aid centre and
 Ambulance Service to the Contract labourers at MARG Swarnabhoomi,
 Medical Centre, Village Health Clinics, Eye Camp – Karaikal, General
 Medical Camp, Awareness programme on Alcoholism, are some of the health
 initiatives which the Company introduced in 2010-11.  Basic amenities :
 Illuminated three panchayats around MARG Swarnabhoomi with 175 sodium
 vapour lamps.
 
 Livelihood: Training on JCB operations & maintenance for youths from
 Karaikal, Training for Four-wheeler driving for interested youths from
 Kancheepuram & Karaikal, Assistance to women Self Help Groups,
 conducting of Tailoring classes, Financial assistance for deserving
 women in Lathur Block – Puducherry are some of the livelihood
 opportunities assisted to poor by MARG.
 
 Environment : To commemorate the World Environment Day, painting
 competition was held on 28th June 2010 for the students of 6th – 8th
 std on the theme cool the globe at Panchayat Union Middle school,
 Madayambakkam. Children participated with enthusiasm and painted their
 ideas on mitigating global warming. Mahayagnam of Tree Sapling
 Plantation at MARG Swarnabhoomi, MARG Swarnabhoomi Puduvai Marathon
 with around 8500 people going green to save the earth are some of
 other CSR initiatives.  Other Initiatives:
 
 - MARG Chennai Marathon'' 2010 - The city turned into a runners''
 paradise on 29th August 2010 as nearly one lakh participated in the
 third edition of the Chennai Marathon.
 
 - MARG Lights out Campaign (10:10:10:10:10) - MARG partnered EXNORA''S
 Lights out campaign popularly called ''5 tens Lights Out campaign'' to
 motivate people to switch off their lights for 10 minutes on 10.10.10
 thereby acknowledging the importance of protecting our planet and our
 role in mitigating global warming.
 
 17. Employee Relations
 
 The Directors place on record their deep appreciation of the sincere
 and dedicated team work rendered by employees at all levels to meet the
 company''s objectives. The employee relations at all projects and other
 locations continued to be cordial.
 
 Acknowledgement
 
 The Directors wish to place on record their gratitude to the
 shareholders, financial institutions, banks, government authorities,
 customers and others connected with the business of the company for
 their unstinted co-operation and support.
 
                           For and on behalf of the Board of Directors
 
 Place: Chennai                                            G R K Reddy
 
 Date: 29th August, 2011                  Chairman & Managing Director