2.15 Provisions, Contingent Liabilities and Contingent Assets :
A provision is recognised when the Company has a present obligation as a result of past event and it is probable than an outflow of resources will be required to settle the obligation, in respect of which the reliable estimate can be made. When a provision is measured using the cash flows estimated
to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material) and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates.
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets.
Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits. Contingent Assets are not recognised though are disclosed, where an inflow of economic benefits is probable
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
2.16 Segment Reporting
The Chief Operational Decision Maker (CODM) monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. The operating segments are identified on the basis of nature of product/services
Recent accounting pronouncements
recent accounting pronouncement: Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
2.17 Standards effective after 31.3.25
The Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards. On 7th May, 2025, the MCA notified amendment to INDAS 21 " The Effects of Changes in Foreign Exchange Rates " Which is effective from 1.4.2025. The application of the above standard is not expected to have any impact on the Company's financial statements.
Note 18A:- Terms, rights & restrictions attached to
1. Equity Shares:-
The Company has only one class of equity shares having a face value of H 5/- per share . Accordingly, all equity shares rank equally with regards to dividends & share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.
2. Preference Shares:-
The company has two classes of preference shares having face value of H 100/- each. The preference shares rank ahead of equity shares in the event of liquidation.
Note 19.1:- Nature and purpose of reserves:-
(a) Capital Reserve:-
As per provisions of Ind AS 103 'Business Combination, Capital reserve has been created which constitutes the difference between the fair market value and book value of the assets and liabilities arising out of the slum sale agreement that the company entered into with its Holding Company Marathon Realty Private Limited during the financial year 2017-18.
(b) Capital redemption reserve:-
As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilized in accordance with the provisions of section 69 of the Companies Act, 2013.
(c) Share Option Outstanding Account-
Share option outstanding account is credited when the employee share based payments expenses are recognised on granting of the share options and in turn will be transferred to securities premium / equity share capital on exercise of the share options.
(d) General reserve:-
The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.
(e) Retained Earnings :-
Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.
(f) Other Comprehensive Income (OCI):-
The Company has elected to recognize changes in the fair value of certain (non strategic) investments in equity shares in other comprehensive income. These changes are accumulated within the FVTOCI equity investment reserve within equity. Also Re¬ measurement of Defined Benefit Plan in respect of post employment are charged to Other Comprehensive Income.
In the opinion of the management the above claims are not sustainable and the Company does not expect any outflow of economic resources in respect of above claims and therefore no provision is made in respect thereof.
Note 39.1:- On 3rd November 2021, the Deputy Commissioner of Sales Tax has dismissed the appeal filed by the Company for the financial years 2006-07,2007-08 and 2009-10 against the order passed by Assistant Commissioner of Sales Tax - Investigation. The Company has filed a writ petition against the said order with the Hon'ble Bombay High Court. The Hon'ble Bombay high court has quashed order passed by the Deputy Commissioner of sales tax and remanded the matter back for denovo assessment. Consequently the demand raised by the Assistant Commissioner of Sales Tax - Investigation is nullified. The denovo assessment is still not completed. Consequently the demand raised by the Assistant Commissioner of Sales Tax - Investigation is nullified. The Company had paid the pre¬ deposit of H. 451.00 Lakhs.
Note 39.2:- The Company had received demand of H.139.62 Lakhs FY 2012-13 from Dy Commissioner Sales Tax against which company had filed appeals by paying requisite appeal fees. and the appeal is yet to be heard. During the year,the appeal was heard in favour of the Company and pre-tax deposit paid to file the appeal and excess MVAT paid was refunded to the Company.
Note 39.3:- The company had received the demands from Central Excise department for various years against which company is under appeal before the appellate authorities. These matter pertain to the periods when the company was engaged in the manufacture of textiles.
Note 39.4:- The Employees Provident Fund Organization have issued a show cause notice against the Company raising a claim of H 38.83 Lakhs purportedly being arrears pertaining to damages and delayed payment of interest. The Company has appealed against the order in the Provident Fund Appellate Tribunal and pending hearing the recovery of principal interest and damages has been stayed.
Note 39.5:- Cadastral survey No.166 is the land on which commercial project Marathon Future x is being constructed. This Land is jointly owned by the Company and holding Company, Marathon Realty Private Limited. Both the Companies owns stock in precincts either in form of completed units or in the form work in progress. The borrowings by either of these companies against hypothecation of stock of the other company becomes a co-borrower.
Note 39.6:- The Income Tax Appellate Tribunal quashed the appeal filed by the Dy Commissioner of Income Tax, Central Circle 6 (3), for FY 2011-12 & 2012-13 on matters relating Section 143(3) read with Section 148 of the Income Tax Act 1961. Being aggrieved by the order, the Principal Commissioner of Income Tax, Central Circle 3,,has filed a writ petition before the Honble Bombay High Court. The matter is yet to be admitted and the company does not envisage any additional liability in the matter.
Note 41:- Lease
Company as a lessee:-
The Company has been operating from the premises owned by Holding Company Marathon Realty Private Limited. The Company had entered into an agreement (Memorandum of Understanding) for payment of rent on the premises occupied by it. The rental payable per annum is H 291.99 Lakhs [FY 2023-24: H 291.99 Lakhs] and such lease facility is for the period of one year.
Note 42:- Disclosure as per Ind AS 115:-
(a) The Company is primarily engaged in the business of construction, development, Leasing and sale of commercial and residential real estate projects. The core business activities are carried out under various business model likes own development, through joint ventures and joint development and other arrangements with third parties.
Note 43:- Employee Benefits
The details of employee benefits as required under Ind AS 19 'Employee Benefits' is given below
(A) Defined Contribution Plan:
Amount recognized as an expense in the Statement of Profit and Loss in respect of Defined Contribution Plans (Provident funds and others) is H 43.92/- Lakhs (Previous Year - H 39.61/- Lakhs)
(B) leave obligation :-
The leave obligations cover the Company's liability for sick and earned leave. The amount recognised in the statement of Profit Loss as Leave salary expenses H. Nil (Previous year - H. 10.71)
(C) Defined benefit plan: (Non-Funded)
Gratuity is a defined benefit plan covering eligible employees. The plan provides for a lump sum payment to vested employees on retirement, death while in employment or termination of employment of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs on completion of five years of service.
Note 44 : Employee Stock Option Plans Employee Stock Option Plan 2020
Note 44.1:- The Shareholder of the Company has approved the 23,00,000 ESOP under ESOP 2020 scheme
The employee stock option cost has been computed with reference to the fair value of options granted and amortized over vesting period. Company has accounted for employee stock option cost (equity settled) amounting to H 704 Lakhs [PY: H. 9.31 Lakhs]. The Expenses related to option granted to the employees of the subsidiary, holding company and associates amounting to H. 46.83 Lakhs [PY:Nil] is recovered from respective entities.
Note 44.2:- During the year the Company had issued the 36,843 equity shares on exercise of the ESOP granted
Note 44.3:- During the year, In terms of Employee Stock Option Plan 2020, the Company had granted in third tranche of 16,691 options to eligible employees of the Group These options can be exercised after a period of 12 months from the date of the grant. The exercise price is H. 20/- per option and when exercise, would be converted into one equity share of H. 5/- each.
The Fair value of investment through Profit and loss A/c is comprising of investment in Mutual fund. It is based on the net assets value ('NAV") as stated by issuers of the mutual fund.
Financial risk management Objectives:-
In the course of its business, the Company is exposed primarily to fluctuations in interest rates, equity prices, liquidity and credit risk, which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.
I) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk such as equity price risk and commodity price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Future specific market movements cannot be normally predicted with reasonable accuracy.
Currency risk: The Company does not have material foreign currency transactions. The company is not exposed to risk of change in foreign currency.
Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's fixed rate borrowings are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Other price risk:
The Company is not exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.
II) Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments, derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. None of the financial instruments of the Company result in material concentration of credit risk.
In respect of trade receivables, the company recognises a provision for lifetime expected credit loss.
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
Note 50:- Fair value disclosures Fair value hierarchy
The fair value of the financial assets and liabilities are included at the amount at which the instrument can be exchanged in the current transaction between willing parties, other than in a forced or liquidation sale.
Level 1 - Quoted prices (Unadjusted) in active markets for identical assets & liabilities.
Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset & liability, either directly (i.e. prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (Unobservable inputs).
The following tables provides the fair value measurement hierarchy of the Company's assets and liabilities:
i. The Company has entered into an agreement with Matrix Waste Management Private Limited for area or revenue sharing of 12.5% revenue generated from the earmaked area for which development rights have been acquired by the Company.
ii. The Company has entered into an agreement with Ithaca Informatics Private Limited (merged with Marathon Realty Private Limited w.e.f 01.04.2016) for revenue or area sharing based on 12.5% of revenue generated from the developed area for which development rights have been acquired by the Company.
iii. Pursuant to an agreement, the Company has given advances to explore for the opportunities in a project to Marathon Realty Private Limited., with whom it is going to jointly execute the said project. At periodic intervals surplus amount are returned as they are not immediately required for the project.
iv Company had entered in to related party transaction with United Builder to sale the FSI generated from Neo square project & consideration is on kind i.e. 60% of revenue from sale of earmarked are of the project Zaver Arcade. The earmarked area is still unsold.
v The CompaAny had given the corporate guarantees for borrowing made by the Group companies. Refer Note 40 for the same
Note no. 52 Scheme of Amalgamation
52.1 :- Amalgamation Marathon Nextgen Township Private Limited (MNTPL), Wholly Owned Subsidiary with Company
The Hon'ble National Company Law Tribunal vide its order dated 14th July, 2023 has sanctioned the scheme of merger between the Company and its wholly owned subsidiary, Marathon Nextgen Township Private Limited (MNTPL), with effect from 01st April, 2020 as being the appointed date instead of 01st April, 2019 as was envisaged in the scheme. Being aggrieved by the said order, the Company had filed an appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) on 16th August, 2023 seeking to rectify the order. The Hon'ble NCLAT vide order dated 29th May, 2024 has approved the appointed date of 01st April, 2019 and the order has been filed with MCA on 27th June, 2024 and became effective. As a consequence thereof MNTPL (Transferor Company) stand dissolved without winding up.
Consideration:-
1 Transferor Company ,Marathon Nextgen Township Private Limited had an authorized share capital of H 10,00,000/- which comprised of 1,00,000 equity shares out of which 1,00,000 equity shares of H 10/- each was issued and fully paid. These shares were fully held by the Transferee Company, and accordingly no shares of the Transferee Company were issued. On merger the Investment in equity shares of Transferor Company stood cancelled.
2 2 Transferor Company ,Marathon Nextgen Township Private Limited had issued 12,663 Non Converible Debenture (NCD) of H1,00,000 each to Transferee company. On merger the Investment in NCD of Transferor Company stood cancelled.
Accounting Treatment
The amalgamation is accounted under the 'pooling of interest' method in terms of the scheme sanctioned by the National Company Law Tribunal, Mumbai bench read with the Hon'ble NCLAT order and in compliance of Ind-As 103, Business Combination as under:
1 All assets and liabilities and reserves of Transferor Company have been recorded in the books of account of the Transferee Company at their respective carrying amounts and in the same form on the appointed date i.e. April 01,2019 in compliance with Ind- As 103, Business combination.
52.2:- Proposed Scheme of Amalgamation
The Board of Directors of the Company at its meeting held on 31st March,2025, approved the Composite Scheme of Amalgamation and Arrangement amongst Matrix Water Management Private Limited, Sanvo Resorts Private Limited, Marathon Realty Private Limited, Matrix Enclaves Projects Developments Private Limited, Matrix Land Hub Private Limited, Marathon Nextgen Realty Limited, Marathon Energy Private Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable sections and provisions of the Companies Act, 2013 The said Scheme of Amalgamation, with an Appointed Date of January 1, 2025, is subject to the requisite approvals and sanction of the jurisdictional bench of National Company Law Tribunal (“NCLT”) and subject to the approval of shareholders and/or creditors of the Company, Central Government, or such other competent authority as may be directed by the NCLT The Company has applied to stock exchange (BSE & NSE) for necessary approval and the petition will be filed with NCLT.
Note 53:- Additional regulatory information
i There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Transactions Act, 1988 and rules made there under.
ii The Company do not have any transactions with companies struck off.
iii The Company, generally do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v The Company have not advanced or given loans or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
vii The Company do not have any transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
viii No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the year except as refered in note 52.
The Board of Directors of the Company has proposed dividend of H 1/- (PY : H 1/-) per equity share for the financial year 2024-25. The payment of dividend is subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.
Note 55:- Audit Trail
The Company has maintained proper books of account as prescribed under Section 128(1) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended). The books of accounts are maintained in electronic mode. Back-ups of books of account and other relevant books and papers maintained in electronic mode are kept as per the policy of the Company. The back-up of the accounting systems are kept in a server physically located in India and is done on a daily basis
The Company is using accounting software/s for maintaining its books of account which has a feature of recording audit trail (edit log) facility only at application level and the same has operated throughout the year for all relevant transactions recorded in the software/s. Further there were no instances of audit trail feature being tampered with in respect of these software/(s) and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Note 56:- Previous Year's figure have been regrouped/rearranged, wherever necessary.
For Rajendra & Co. For and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm Registration No. 108355W
Madhur Ratanghayra Chetan R. Shah Mayur R. Shah
Partner Chairman & MD Director
Membership No.173438 DIN: 00135296 DIN: 00135504
Suyash Bhise Yogesh Patole
Chief Financial Officer Company Secretary
ACS: 48777
Place: Mumbai Place: Mumbai Place: Mumbai
Date: 21st May 2025 Date: 21st May 2025 Date: 21st May 2025
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