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Directors Report of Man Industries (India) Ltd.

Mar 31, 2023

BOARD REPORT

Dear Members,

Your Directors have pleasure in presenting the 35th Annual Report of your Company along with the Audited Accounts of the
Company for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS / RESULTS

Particulars

For the financial year
2022-23

For the financial year
2021-22

Profit before Depreciation

13,479

17,983

Less: Depreciation

4,514

4,522

Profit Before Tax

8,965

13,461

Exceptional Item (Loss)

-

-

Less: Taxation

2,238

3,338

Profit after Tax

6,726

10,123

Add: Other Comprehensive Income (net of tax)

482

(414)

Total Comprehensive Profit

7,209

9,709

Add: Profit brought forward

68,947

59,238

Total profit available for appropriation

76,156

68,947

Appropriations:

Adjustment of Income Tax (Earlier year)

(210)

-

Transfer to General Reserve

-

-

Dividend Paid

(1,184)

-

Provision for taxation - Dividend

-

-

Transition impact of Ind-AS 116

-

-

Balance carried to Balance Sheet

74,762

68,947

RESULTS OF OPERATIONS

During the year under review, net sales and other income for the standalone entity increased to ? 2,13,267 lakhs from ? 2,13,126
lakhs in the previous year with increase of 0.07%. The operating profit (PBDIT) witnessed a decrease of 19.03% from ? 21,713 lakhs
in 2021-22 to ? 17,580 lakhs in 2022-23. However, profit after tax (PAT) was reduced by 33.55% at ? 6,727 lacs from ? 10,123 lakhs in
the previous year.

DIVIDEND

Pursuant to the approval of the Board on April 21,2022, your Company paid an Interim dividend of ? 2/- (i.e. 40%) per equity share
of face value of ? 5/- each, to shareholders whose names were in the register of members as on April 29, 2022, being the record date
fixed for this purpose. The Board thought it prudent not to recommend a final dividend for this year as the interim dividend of ? 2/-
per equity share declared by the Board on April 21,2022 was considered as the final dividend for the financial year 2022-23. Thus,
the total dividend for the financial year 2022-23 remains ? 2/- per equity share.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 which will be filed with the Registrar of Companies/MCA, can be accessed on the website of
the Company i.e. www.mangroup.com.

The Company is having Five Subsidiary Companies falling under the purview of Section 2(87) of the Companies Act, 2013. In
accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented
herein below:

Sr.

No.

Name of the Subsidiary
Companies

Performance

1.

Merino Shelters Private Limited
(Incorporated in India)

The implementation of the Scheme of Demerger is still pending and as such, the
consolidation of Financial Statements of Merino Shelters Private Limited is not taken
into account.

2.

Man Overseas Metal DMCC
(Incorporated in UAE)

The Company has achieved a net profit of AED 0.43 lakhs during the financial year
2022-23 as compared to net profit of AED 0.83 lakhs in the previous year.

3.

Man USA Inc
(Incorporated in USA)

The net revenue during the financial year 2022-23 of the Company stood at USD NIL
as compared to USD NIL in the previous year.

4.

Man Offshore and Drilling Limited
(Incorporated in India)

Man Offshore and Drilling Limited is yet to start operation and there has been no
business activity till the financial year ended 31st March, 2023.

5.

Man Stainless Steel Tubes Limited
(Incorporated in India)

Man Stainless Steel Tubes Limited is yet to start operation and there has been no
business activity till the financial year ended 31st March, 2023.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the Company''s Subsidiaries in Form AOC-1 is attached to the financial statements of
the Company and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries (except of Merino Shelters Pvt. Ltd) for the financial year
ended March 31,2023, prepared in accordance with the Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements
form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions
of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements
of the Company along with the documents required to be attached thereto and separate financial statements in respect of its
subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered
Office.

DIRECTORS & KMPs

During the year under review, Mrs. Heena Vinay Kalantri (DIN: 00149407), Non-Executive Director is liable to retire by rotation at the
conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Appropriate resolution
for her re-appointment is being placed before the Board for approval at the ensuing Annual General Meeting. Brief resume of Mrs.
Heena Vinay Kalantri and other information has been given in the notice convening the Annual General Meeting. Your Directors
recommend her reappointment.

During the year, Mr. Jatin Shah resigned from the post of Company Secretary on 31.12.2022 & Mr. Rahul Rawat was appointed as
Company Secretary w.e.f. 14.02.2023.

Mr. Pramod Tandon (DIN: 00364652), Mrs. Renu Purshottam Jalan (DIN : 08076758) and Mr. Narendra Mairpady (DIN : 00536905) act as
an Independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations, 2015.

BOARD EVALUATION

Provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with Regulation 4(2)(f)(9) of the SEBI Listing
Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and

Individual Directors. The annual evaluation process of the Board of Directors, its Committees and the Individual Directors including
the Chairman of the Company was carried out in the manner prescribed by the Companies Act, 2013 the guidance note on Board
Evaluation issued by SEBI and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

A structured questionnaire was circulated for reviewing the functioning and effectiveness of the Board, its Committees, the Individual
Directors including the Chairman of the Company. All the directors participated in the evaluation survey. The evaluation criterion
for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are
relevant to them in their capacity as members of the Board. Responses were analyzed and the results were subsequently discussed
by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, 6 (six) Board Meetings of the Company were held on April 21,2022, May 27, 2022, August 11,2022,
August 30, 2022, November 14, 2022 and February 9, 2023.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Pramod Tandon and Mrs. Renu Jalan, Independent Directors and Mr. Nikhil Mansukhani,
Managing Director of the Company. Mr. Pramod Tandon is the Chairman of the Audit Committee. The Company Secretary is the
Secretary to the Committee. There has not been any instance during the year when recommendations of the Audit Committee were
not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the
Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.
Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities
and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the
requirements of the Listing Regulations with the Stock Exchanges and Companies Act, 2013 read together with the Rules and
Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company
is available at www.mangroup.com

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection
and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations, 2015.

The salient features of the Policy, are :

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-
Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key
Managerial Personnel and Senior Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity

The Company''s policy inter-alia, on Directors'' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under the Act is available on the website of Company
at www.mangroup.com.

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention
on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent
notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of
the Companies Act, 2013 (''the Act''), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies
(Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was
carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where
a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the
accounting policy hitherto in use.

The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards
(except Ind AS-110) have been followed.

• 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 of the Company for that period.

• They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

• They have prepared the annual accounts on a going concern basis.

• They have laid down internal financial controls, which are adequate and are operating effectively.

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and
investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures
provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported
correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his
Report which is placed before the Audit Committee.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is
ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY

As a part of initiative under "Corporate Social Responsibility" (CSR), the Company has contributed funds towards promotion of
health care, cleanliness and sanitation education, women empowerment, environmental sustainability and rural welfare programs.
CSR activities were undertaken by the Company in and around plant locations that is Anjar, Gujarat; Pithampur, Madhya Pradesh and
in Mumbai where the Head office of the Company is located.

A brief outline of the CSR policy of the Company and the details of activities/initiatives taken by the Company on CSR during
the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as
Annexure ''A'' to this Report. The said policy is available on the website of the Company at ''www.mangroup.com''.

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, the particulars of loans
given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Listing Regulations, 2015 the Company has adopted a Whistle Blower Policy to provide
a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory
requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of
Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances
and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed
on the Company''s website www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other
applicable regulation read with Schedule V of Listing Regulations, 2015 is presented in a separate section and forms part of the
Annual Report.

CORPORATE GOVERNANCE REPORT

A Separate Report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company confirming
the compliance of the conditions of Corporate Governance by the Company as required under Para E of Schedule V to the Listing
Regulations, 2015 is annexed hereto and forms an integral part of this Report.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Companies Act, 2013 is not applicable.

RISK MANAGEMENT

The Company has a risk management framework for the identification and management of risks. The Company has been following
the processes and procedures for assessment and mitigation of various business risks associated with the nature of its operations
and such adaptation has helped the Company to a very large extent. In line with the requirement under the SEBI Listing Regulations,
the Company has constituted a Risk Management Committee (RMC) comprising of members of the Board and Senior Management
personnel. Composition of RMC is provided in the Corporate Governance Report, which forms part of this Report. RMC is entrusted
with the responsibility of overseeing strategic, operational and financial risks that the organisation faces, along with the adequacy of
mitigation plans to address such risks. The ultimate responsibility for framing, implementing and monitoring the risk management
plan for the Company lies on the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across
the organization. After considering the framework of existing internal financial controls and compliance systems; work performed
by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant
Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company''s internal financial
controls with reference to the financial statements were adequate and effective during the financial year 2022-23.

AUDITORS AND THEIR REPORTS(A) STATUTRY AUDITORS :

M/s. A Sachdev & Co., Chartered Accountants (Firm registration number: 001307C) were appointed as the Statutory Auditors of the
Company in the 34th Annual General Meeting (AGM) of the Company held on 29th September, 2022 to hold office for a period of
five years from the conclusion of the 34th AGM till the conclusion of the 39th AGM of the Company.

Auditors report, qualifications and explanation :

No frauds have been reported by the Statutory Auditors during the financial year 2022-23 pursuant to the provisions of Section
143(12) of the Companies Act, 2013.

However, the Statutory Auditors have made following observations/qualifications in their Audit Report;

(i) The Company has paid excess managerial remuneration of Rs. 51.83 lakhs during the year in excess of the limits laid down
under Section 197 read with Schedule V to the Companies Act, 2013.

(ii) There has been delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by
the Company during the year ended 31 March, 2023 of an amount of Rs. 16.60 lakhs which is being delayed by 30 days and
amount of Rs. 158.27 lakhs which has been held in abeyance in the unpaid dividend account due to legal case pending.

(iii) Contravention to Indian Accounting Standard Ind AS 110 : Consolidated Financial Statement, Financial Statement of Merino
Shelters Private Limited, wholly owned subsidiary has not been consolidated.

As required under Section 134(3)(f) of the Companies Act, 2013, the Board provides its explanation/justification in respect of above
observations as under;

(i) With respect to excess managerial remuneration paid of Rs. 51.83 lakhs, the Company is in process of ratifying the same in
ensuing general meeting.

(ii) On account of disputes pending adjudication before various judicial authorities regarding the title/ownership of the shares
and also the dispute regarding right to receive dividend on such shares between the two promoter shareholders groups, the
Company, based on the representations of both the groups, has obtained a legal opinion on this issue and accordingly, the
dividend of Rs. 447.03 lakhs for the FY 2014-15 to FY 2022-23 has been kept in abeyance in the unpaid dividend account. The
Hon''ble Bombay High Court has given its verdict in favour of the company, the same is challenged by the aggrieved group
before Hon''ble Supreme Court of India, pending admission.

(iii) As implementation of scheme of Demerger is still pending and as such, the consolidation of Financial Statement of Merino
Shelters Private Limited has not been given effect of.

(B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Mayank Arora & Co., Company
Secretaries as Secretarial Auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31,2023 is set out in Annexure ''B'' to this Report.

However, the Secretarial Auditors have made following observations in their Audit Report;

a. As per Regulation 47 (3) of SEBI (LODR) Regulations, 2015 the Listed Entity has failed to submit newspaper advertisement to
the Stock Exchanges for quarter ending 31st March, 2022, 30th June, 2022 and 30th September, 2022.

b. As per Accounting Standard 110 as issued by ICAI, the Company has not Consolidated the Financial Statement of one of its
subsidiary namely Merino Shelters Private Limited in the light of pendency of implementation of the scheme of Demerger.
Further, the Financials of said Subsidiary are not published on the website of the Company under Regulation 46 (2) (s) of SEBI
(LODR) Regulations, 2015.

As required under Section 134(3)(f ) of the Companies Act, 2013, the Board provides its explanation/justification in respect of above
observations as under;

(i) Due to oversight, the Company missed to submit, however, the Listed Entity has complied with the said regulation from
quarter ending 31st December, 2022 onwards and the Company will be more careful in future.

(ii) The implementation of the Scheme of Demerger is still pending and as such, the consolidation of Financial Statements of
Merino Shelters Private Limited has not been given effect of.

(C) COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. M.P. Turakhia
& Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24 at a remuneration of ?1,25,000/-
(Rupees One Lakh Twenty-Five Thousand Only) plus applicable taxes for conducting the Cost Audit subject to ratification of such
remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members'' ratification for
the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in
Annexure ''C''
to this Report.

Particulars of employees pursuant to Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are set out in
Annexure ''D'' to this Report.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in
Annexure ''E''
to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arm''s length basis and were
in the ordinary course of the business. In compliance with the terms of the ''Policy on Related Party Transactions'', no contracts,
arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated
persons which would be considered materially significant and which may have potential conflict of interest with the company at
large. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the
Board may be accessed on the Company''s website www.mangroup.com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as
Annexure ''F'' to the Board''s Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at
workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint
Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company has not received any complaint of Sexual Harassment during the financial year 2022-23.

GENERAL PROVISIONS
Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and
enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are
subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to
ensure high standards of safety. There have been regular trainings right from the employee induction stage and further on continual
basis to reinforce safety habits by it''s employees. Your Company has taken adequate insurance cover for all its plants as well as for
third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.
The company has also been organizing the camps for Blood donation and also yoga trainings for its employees.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive
advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered
and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a
constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance
evaluation processes through which employees can share best practices and seek support to drive change and improvement.
Further, the Company remains committed for the employee engagement activities such as employee Sports Events and Festival
Celebrations etc. to keep its employees interested to achieve higher milestones.

Share Capital

Pursuant to the approval of the Members by way of Special Resolution passed in the Annual General Meeting held on September
30, 2020, the Allotment Committee of the Board of Directors of the Company had allotted 30,00,000 convertible warrants to Man
Finance Private Limited (MFPL), a promoter group entity on preferential basis, during the Financial Year 2020-21.

Out of the aforesaid 30,00,000 convertible warrants, your Company had allotted 20,76,000 equity shares to MFPL upon conversion
of equal no. of warrants during the Financial Year 2021-22. The remaining 9,24,000 warrants were also converted in May, 2022 and
equal no. of equity shares were allotted to MFPL upon conversion of these remaining warrants.

Consequently, as on the date of this Report, the share capital of the Company is as follows:

The Authorized Share Capital of the Company is ?40,00,00,000/- (Rupees Forty Crore Only) divided into 8,00,00,000 (Eight Crore)
Equity Shares of ? 5/- (Rupees Five Only) each.

The subscribed and paid-up share capital of your Company stands at ? 30,05,15,275/- (Rupees Thirty Crore Five Lakhs Fifteen
Thousand Two Hundred and Seventy-Five only) consisting of 6,01,03,055 equity shares of ? 5/- (Rupees Five) each.

Your Company''s equity shares are listed and traded on BSE Limited and National Stock Exchange of India Limited.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative
enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

The Company has transferred ? 16,60,396.50 to Investor Education and Protection Fund in relation to unpaid and unclaimed
dividend amount pertaining to financial year 2014-15.

Disclosure

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
RESIDUARY DISCLOSURES

i. During the financial year 2022-23, the Company has not issued equity shares with differential rights as to dividend, voting or
otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2022-23, the Company has not issued sweat equity shares to its employees. Hence, disclosure under
Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2022-23, the Company has not issued shares under Employees Stock Option Scheme.

iv. During the financial year 2022-23, no significant or material orders have been passed by the Regulators or Courts or Tribunals
which impact the going concern status of the Company and its operations in future. Hence, disclosure under Rule 8(5)(vii) of
the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2022-23, there have been no material changes and commitments affecting the financial position
of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of
Section 134(3)(l) of the Companies Act, 2013 is not applicable;

vi. During the financial year 2022-23, there has been no change in the nature of business of the Company. Hence, disclosure
under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. During the financial year 2022-23, no Whole-Time Directors of the Company has received any commission from the Company
nor have they received any remuneration or commission from the subsidiary of the Company.

viii. SEBI had issued a Notice regarding delay in disclosing the forensic audit. MIIL had filed settlement application in September,
2022. MIIL has submitted the revised settlement term in February, 2023 with the SEBI. SEBI vide its email dated June 23, 2023
instructed the Company to pay the settlement amount of Rs. 8,79,450/- in respect of delay in disclosing the Forensic audit.
However, the Company had paid the aforesaid settlement amount to SEBI on June 30, 2023. SEBI vide its order dated July 31,
2023 settled the matter with Company in respect of aforesaid matter.

ix. SEBI had issued a Notice in respect of the Forensic Audit. MIIL & Ors. had filed settlement application in September, 2022. MIIL
has submitted the revised settlement term in March, 2023 with the SEBI. The outcome of the same is awaited.

x. The Company had in the year 2020 called the Record Date as contemplated in the Scheme of arrangement (Demerger)
between the Company and Man Infraprojects Limited (MIPL). However, MIPL disputed the record date called by the Company
in the Hon''ble Bombay High Court, and till date has not issued and allotted the aforesaid Shares to the Shareholders of
the Company. The Company approached the Hon''ble Bombay High Court with list of eligible shareholders as on the said
record date called by the Company, requesting the Court to give suitable directions to Man Infraprojects Limited (MIPL) in
relation to the issuance and allotment of free Equity Shares to the shareholders of the Company pursuant to the Scheme of
Arrangement (Demerger) between the Company and MIPL. The matter is sub-judice in the Hon''ble Bombay High Court.

xi. SEBI passed an order bearing reference No. BD/VS/2019-20/5246 dated October 30, 2019, imposing a penalty of INR 5,00,000.
MIIL filed Appeal No. 95 of 2020 before the Hon''ble Securities Appellate Tribunal (herein referred as "SAT") against the order
which was dismissed on September 2, 2022. Being aggrieved, MIIL filed an appeal before the Hon''ble Supreme Court in
October 2022 and the matter is sub-judice and pending adjudication in the Hon''ble Supreme Court.

xii. SEBI vide its order dated October 25, 2022 had imposed a penalty of Rs. 5 lacs, under Section 15A(b) of the SEBI Act, 1992 read
with Section 23E of the Securities Contracts (Regulation) Act, 1956 SCRA alleging delay disclosure to the Stock Exchange and
consequently violating certain clauses of the Listing Agreement. MIIL & Ors. had filed an appeal before Hon''ble SAT against
the aforesaid SEBI order. SAT vide its order dated January 19, 2023 quashed and set aside the impugned Order. SEBI has now
filed an appeal before Hon''ble Supreme Court and the same is sub-judice and pending adjudication.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from

all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment,commendable efforts,teamwork,professionalism

and continued contribution to the growth of the Company.

For and on behalf of the BoardPlace: Mumbai R. C. Mansukhani

Date: August 7,2023 Chairman


Mar 31, 2018

DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company along with the Audited Accounts for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS / RESULTS

(Rs, in Lakhs)

Particulars

For the financial year 2017-18

For the financial year 2016-17

Profit before Depreciation

13,744

8,346

Less: Depreciation

3,920

4,007

Profit Before Tax

9,824

4,339

Exceptional Item (Loss)

370

-

Less : Taxation

3,168

1,074

Profit after Tax

6,286

3,265

Add: Other Comprehensive Income (net of tax)

50

(40)

Total Comprehensive Profit

6,336

3,225

Add: Profit brought forward

39,210

36,442

Total profit available for appropriation

45,546

39,667

APPROPRIATIONS:

Profit & Loss Appropriations

-

(901)

Transfer to General Reserve

629

327

Proposed Dividend

857

857

Provision for taxation - Dividend

174

174

Balance carried to Balance Sheet

43,887

39,210

RESULTS OF OPERATIONS

Net sales and other income for the standalone entity increased to Rs,163,003 lacs from Rs, 113,463 lacs in the previous year with increase of 43.66%. The operating profit (PBDIT) witnessed an increase of 50.69 % from Rs, 11,976 lacs in 2016-17 to Rs, 18,047 lacs in 2017-18. The profit after tax (PAT) showed an increase of 92.53 % at Rs, 6,286 lacs from Rs, 3,265 lacs in the previous year.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs, 1.50 (i.e. 30%) per share (Face Value Rs, 5) [Rs, 1.50 (i.e. 30%) per share for the previous year (Face Value Rs, 5)], on the Ordinary (Equity) Shares of the Company. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

An amount of Rs, 629 lacs is proposed to be transferred to the General Reserve.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under the provisions of Section 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure ''A'' to this report.

SUBSIDIARY COMPANIES

The Company is having 3 subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

Sr.

No.

Name of the Subsidiary Companies

Performance

1.

Merino Shelters Private Limited (Incorporated in India)

The implementation of the Scheme of Demerger is still pending and as such, the consolidation of Financial Statements of Merino Shelters Private Limited has not been given effect of.

2.

Man Overseas Metal DMCC (Incorporated in UAE)

The Company has incurred net profit of AED 4.57 lacs during the financial year 2017-18 as compared to net profit of AED 5.45 lacs in the previous year.

3.

Man USA Inc (Incorporated in USA)

The net revenue during the financial year 2017-18 of the Company stood at USD 2.20 lacs as compared to USD 2.55 lacs in the previous year. The Company has incurred net profit of USD 4,285 during the current financial year.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

During the financial year 2017-18, no company has become or ceased to be subsidiary of the Company and no material change in the nature of the business of the existing subsidiary has taken place.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries (except of Merino Shelters Pvt. Ltd) for the financial year ended March 31, 2018, prepared in accordance with the Companies Act, 2013 and Ind AS-110 on consolidated financial statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company along with the documents required to be attached thereto and separate financial statements in respect of its subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered Office.

DIRECTORS

Mrs. Heena Vinay Kalantri (DIN-00149407), Director is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

During the year, Mr. Annavarapu Venkat Rammurty resigned from the Board of the company w.e.f. 16th August, 2017. Mr. Kirit N. Damania had also resigned from the Board w.e.f. 6th November, 2017 in view of his disqualification under section 164(2) as declared by the Registrar of Companies, Mumbai vide its letter no. ROC/CUR/164(2)(a)2017/2 dated 07.09.2017. However Mr. Damania was reappointed on the Board w.e.f. 30th March 2018 subject to the approval of the Shareholders, as an Additional Director in the Category of Independent Director upon his confirmation of having subsequently complied with the provisions of section 164(2) pursuant to the ''Condonation of Delay Scheme 2018'' and standing free from any disqualification for becoming a director. Further, Mrs. Renu Purshottam Jalan was appointed as an Additional Director in the Category of Independent Director w.e.f. 8th March, 2018 subject to the approval of the Shareholders.

Appropriate resolutions for the appointment/ re-appointment of the Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been given in the notice convening the Annual General Meeting. Your Directors recommend their appointment/ re-appointment in the ensuing Annual General Meeting.

Mr. Kirit N. Damania, Mr. Pramod Kumar Tandon and Mrs. Renu Purshottam Jalan act as independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations, 2015.

BOARD EVALUATION

Regulation 4(2)(f) of the Listing Regulations, 2015 mandates that Board shall monitor and review Board Evaluation framework, The Companies Act, 2013 states formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by entire Board of Directors, excluding director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria adopted by the Board. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board of Directors held during the financial year 2017-18 are furnished as a part of the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kirit N. Damania, Mr. Pramod Kumar Tandon, Independent Directors and Mr. Nikhil Mansukhani, Executive Director of the Company. Mr. Kirit Damania is the Chairman of the Committee and the Company Secretary is the Secretary to the Committee. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

REMUNERATION POLICY

The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of the Listing Regulations, 2015. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that :

- In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards (except Ind AS-110) have been followed.

- 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 of the Company for that period.

- They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- They have prepared the annual accounts on a going concern basis.

- They have laid down internal financial controls, which are adequate and are operating effectively.

- They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arm’s length basis and were in the ordinary course of the business. In compliance with the terms of the ''Policy on Related Party Transactions'', no contracts, arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated persons which would be considered materially significant and which may have potential conflict of interest with the company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.mangroup.com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure ''G'' to the Board''s report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4(2)(d) of the Listing Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed on the Company''s website www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report containing the details as required under Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT

A Separate Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Para E of Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interests on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed funds for the schemes of promoting preventive health care, sanitation, education and rural welfare programs. CSR activities were directly undertaken by the Company to identify the areas and localities in and around Anjar and Pithampur, where the company has manufacturing base, to educate the local inhabitants (villagers) about preventive health care & Hygiene management. The Company is actively participating in Swachch Bharat Abhiyaan of the Honorable Prime Minister and constructing toilets in identified villages and schools by the local authorities. Company is also running a rigorous tree plantation program in the area of Kutch. Further at its Mumbai location, Company is helping needy patients for their ailments through funding to different hospitals and education of needy Girl Child.

The Annual Report on the CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure ''B'' to this Report and is also accessible on Company''s website www.mangroup.com ”

RISK MANAGEMENT

The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of it''s operations and such adaptation has helped the Company to a very large extent. The operational responsibility for the effective implementation and monitoring of its operating procedures vis-a-vis the associated business risks, is with Audit Committee which recommends its suggestions, if any, to the Board of Directors. The ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies on the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2017-18.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s M. H. Dalal & Associates, Chartered Accountants (Firm registration number: 112449W) were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 27thSeptember, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The observations of the Auditors and the Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comment. Further, no frauds have been reported by the Statutory Auditors during the financial year 2017-18 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. M.P. Turakhia & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2018-19 at a remuneration of ''1,00,000/- (Rupees One Lac Only) plus applicable taxes and reimbursement of out of pocket expenses for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2017 on December 19, 2017. The Cost Audit Report for the financial year ended March 31, 2018 shall be filed in due course.

Secretarial Auditors

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Bhavika Sanghvi, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2018 is set out in Annexure ‘C’ to this Report. The qualifications referred to in the Secretarial Auditors’ Report are self-explanatory and do not call for any further comment.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ''D'' to this Report.

Particulars of employees pursuant to Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ''E'' to this Report.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure ''F'' to this Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of Sexual harassment during the financial year 2017-18.

RESIDUARY DISCLOSURES

i. During the financial year 2017-18, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2017-18, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2017-18, the Company has not issued shares under Employees Stock Option Scheme.

iv. During the financial year 2017-18, no significant or material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2017-18, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable;

vi. During the financial year 2017-18, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. During the financial year 2017-18, no Whole-Time Directors of the Company has received any commission from the Company nor have they received any remuneration or commission from the subsidiary of the Company.

viii. The Scheme of arrangement for merger-demerger between Man Industries (India) Ltd and Man Infraprojects Ltd is yet not fully implemented for want of disposal of Record Date issue, which is presently sub-judice in the Hon''ble Bombay High Court.

GENERAL

Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement.

Research & Development

Your Company is executing an integrated strategy for technology development and deployment. The technology function is supporting your Company''s strategy around four missions: technology development, development of substantially new products, productivity improvement, and cost reductions.

Listing & Demat of Shares

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on March 31, 2018 out of total 5,71,03,055 equity shares of the Company, 5,61,08,103 equity shares representing 98.26% were held in dematerialized form and the balance 1.74% representing 9,94,952 shares were held in physical form.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

During the year under review, the Company has transferred ''14,90,063/- to Investor Education and Protection Fund in relation to unclaimed and unpaid dividend amount pertaining to financial year 2009-10.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board

Place : Mumbai R. C. Mansukhani

Date : August 8, 2018 Chairman


Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company along with the Audited Accounts for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS / RESULTS

(Rs. in lacs)

Particulars

For the financial year 2015-16

For the financial year 2014-15

Profit before Depreciation

12,950

10,411

Less: Depreciation

3,707

3,996

Profit Before Tax

9,243

6,415

Less : Taxation

962

1,059

Profit after Tax

8,280

5,356

Add: Profit brought forward

29,175

47,416

Total profit available for appropriation

37,455

52,771

APPROPRIATIONS:

Profit & Loss Appropriations

166

1663

Transfer to General Reserve

828

536

Proposed dividend

857

857

Provision for taxation - dividend

174

171

Goodwill arising due to Scheme of Arrangement

-

20,370

Balance carried to Balance Sheet

35,430

29,175

RESULTS OF OPERATIONS

Net sales and other income for the standalone entity increased to Rs, 145,850 lacs from Rs, 140,153 lacs in the previous year with marginal increase of 4.06 %. The operating profit (PBDIT) witnessed an increase of 22.14 % from Rs, 14,984 lacs in 2014-15 to Rs, 18,302 lacs in 2015-16. The profit after tax (PAT) showed an increase of 55 % at Rs, 8,280 lacs from Rs, 5,356 lacs in the previous year.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs, 1.50 (i.e. 30%) per share (Face Value Rs, 5) [Rs, 1.50 (i.e. 30%) per share for the previous year (Face Value Rs, 5)], on the Ordinary (Equity) Shares of the Company. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

An amount of Rs, 828 lacs is proposed to be transferred to the General Reserve.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under the provisions of Section 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure ‘A’ to this report.

SUBSIDIARY COMPANIES

The Company is having 3 subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

Sr. No.

Name of the Subsidiary Companies

Performance

1.

Merino Shelters Private Limited (Incorporated in India)

The audited financials are not yet ready for the previous year.

2.

Man Overseas Metal DMCC (Incorporated in UAE)

The Company has incurred net loss of AED 2.41 lacs during the financial year 201 5-16 as compared to net loss of AED 7.22 lacs in the previous yea r.

3.

Man USA Inc (Incorporated in USA)

The net revenue e during the financial year 201 5-16 of the Company stood at USD 2.50 lacs as compared to USD 2.70 lacs in the previous year. The Company has incurred net loss of USD 974 during the current financial year.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

During the financial year 2015-16, no company has become or ceased to be subsidiary of the Company and no material change in the nature of the business of the existing subsidiary has taken place.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries (except of Merino Shelters Pvt. Ltd, which does not have a significant bearing) for the financial year ended March 31, 2016, prepared in accordance with the Companies Act, 2013 and Accounting Standards AS- 21 on consolidated financial statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company along with the documents required to be attached thereto and separate audited financial statements in respect of its subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered Office.

DIRECTORS

Mr. Nikhil Rameshchandra Mansukhani (DIN 02257522), Director is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, Mr. Dhananjay Datar has resigned from the Board of the company w.e.f. December 28th, 2015. Mr. A.V. Rammurty has joined the Board as an Additional Director in the category of Independent Director w.e.f. August 8th, 2016.

Appropriate resolution(s) for the re-appointment(s)/ appointment(s) of the Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Director(s) and other information has been given in the notice convening the Annual General Meeting. Your Directors recommend their re-appointment/ appointment. Mr. Kirit N. Damania, Mr. Pramod Tandon and Mr. A.V. Rammurty act as independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations, 2015.

BOARD EVALUATION

Regulation 4(2)(f) of the Listing Regulations, 2015 mandates that board shall monitor and review board evaluation framework, The Companies Act, 2013 states formal evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by entire Board of Directors, excluding director being evaluated. The evaluation of all the directors and the board as a whole was conducted based on the criteria adopted by the board.

The evaluations for the Directors and the Board were done through circulation of questionnaires which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board of Directors held during the financial year 2015-16 are furnished as a part of the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kirit Damania, Mr. Pramod Tandon, Independent Directors of the Company and Mr. Nikhil Mansukhani. Mr. Kirit Damania is the Chairman of the Committee and Company Secretary is the Secretary to the Committee. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

REMUNERATION POLICY

The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Part D of Schedule II of the Listing Regulations, 2015. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards (except AS-21) had been followed along with proper explanation relating to material departures;

b. the directors had 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 of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arm’s length basis and were in the ordinary course of the business. In compliance with the terms of the ‘Policy on Related Party Transactions’, no contracts, arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated persons which would be considered materially significant and which may have potential conflict of interest with the company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website www.mangroup.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, full particulars of loans given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4(2)(d) of the Listing Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed on the Company’s website www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report containing the details as required under Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT

A Separate Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Para E of Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interests on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed funds for the schemes of promoting preventive health care and sanitation. Self-driven initiatives were directly undertaken by the Company to identify the areas and localities in and around Anjar, where the company has manufacturing base, to educate the local inhabitants (villagers) about preventive health care management. Company has also contributed in providing drinking water facility to nearby villages under WASMO project supported by Government of Gujarat. The Company is actively participating in Swachch Bharat Abhiyaan of the Honorable Prime Minister and constructing toilets in identified villages by the local authorities. Company is also running a rigorous tree plantation program in the area of Kutch. Further at its Mumbai location, Company is helping needy patients for their ailments through funding to different hospitals.

The Annual Report on the CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure ‘B’ to this Report and is also accessible on Company’s website www.mangroup.com

RISK MANAGEMENT

The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of it’s operations and such adaptation has helped the Company to a very large extent. The operational responsibility for the effective implementation and monitoring of its operating procedures vis-a-vis the associated business risks, is with Audit Committee which recommends its suggestions, if any, to the Board of Directors. The ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies on the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2015-16.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Rohira Mehta and Associates, Chartered Accountants were appointed as Statutory Auditors of the Company in the 27th Annual General Meeting (‘said AGM) held on December 28, 2015 to hold office from the conclusion of the said AGM till the conclusion of second Annual General Meeting to be held after the said AGM of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the said AGM.

Accordingly, a proposal seeking Members’ ratification for the re-appointment of M/s. Rohira Mehta and Associates, Chartered Accountants, as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the effect that their re-appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under Regulation 33 of the Listing Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the ratification of their re-appointment as Statutory Auditors for the remaining tenure.

No frauds have been reported by the Statutory Auditors during the financial year 2015-16 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

The Board of Directors refer to the Auditor’s observations in the Auditor’s Report and as required under Section 134(3)(f) of the Companies Act, 2013, provides its explanation as under:

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

COST AUDITORS AND COST AUDIT REPORT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. ABK & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2016-17 at a remuneration of Rs, 75,000/-(Rupees Seventy-Five Thousand Only) including service tax and reimbursement of out of pocket expenses for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2015 on December 9, 2015. The Cost Audit Report for the financial year ended March 31, 2016 shall be filed in due course.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Vyas Deshpande & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2015-16.

The Secretarial Audit Report for the financial year ended March 31, 2016 is set out in Annexure ‘C’ to this Report.

The qualifications referred to in the Secretarial Auditors’ Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ''D'' to this Report.

Particulars of employees pursuant to Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ‘E’ to this Report.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure ‘F’ to this Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any compliant of Sexual harassment during the financial year 2015-16.

RESIDUARY DISCLOSURES

i. During the financial year 2015-16, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2015-16, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2015-16, the Company has not issued shares under Employees Stock Option Scheme.

iv. During the financial year 2015-16, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2015-16, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(I) of the Companies Act, 2013 is not applicable; and

vi. During the financial year 2015-16, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable.

vii. During the financial year 2015-16, no Whole-Time Directors of the Company has received any commission from the Company nor have they received any remuneration or commission from the subsidiary of the Company.

viii. The approval to the Scheme of arrangement for merger-demerger of Man Industries (India) Ltd. and Man Infraprojects Ltd. was given by SEBI on 17th August’ 2015 subject to the condition that “ Man Industries (India) Ltd. and Man Infraprojects Ltd. to ensure compliance with the undertaking submitted to SEBI vide email dtd. 14th August’ 2015”. However, Man Infraprojects Ltd. has neither prepared nor submitted its audited financials for 2014-15 and 2015-16 till date to enable the Company to ensure compliance with the aforesaid undertaking. Present Board of Man Infraprojects is also involved in mismanaging the affairs in gross violation of the Code of Conduct as approved and submitted in the Hon''ble Bombay High Court and has made a huge frivolous claim on the Company thereby challenging the valuation of the assets already approved by Hon''ble Bombay High Court. In view of this, the Company has filed an Application for withdrawal of bogus claims by Man Infra and for modification of the scheme which is pending hearing in the Hon''ble Bombay High Court.

In view of the above, the Scheme is yet not fully implemented and fixing of the Record Date by Man Industries (India) Ltd. for the purpose of issuance of shares by Man Infraprojects Ltd. to all the shareholders of Man Industries (India) Ltd. is also getting delayed. Although, after receipt of approval of Hon''ble Bombay High Court in March’2015, the Company has given effect to the scheme in its audited financials of 2014-15, however, as per PART A, para no. 3.2 of the Scheme approved by the Hon’ble High Court, the entire equity of Man Infraprojects Ltd. still continues to be held by Man Industries (India) Ltd and its nominees. Further, as per PART C para 14 of the Scheme, the equity investment of Company in books of Man Infraprojects Ltd cannot be cancelled until equity shares of Man Infraprojects Ltd. are issued and allotted to all the equity shareholders of Man Industries (India) Ltd. and as such, Man Infraprojects Ltd still continues to be the wholly owned subsidiary of Man Industries (India) Ltd as on date. M/s. Merino Shelters Private Limited has already become 100% wholly owned subsidiary of the Company and effect has been given in the audited financials of 2014-15 and 2015-16 as well.

GENERAL Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement.

Research & Development

Your Company is executing an integrated strategy for technology development and deployment. The technology function is supporting your Company’s strategy around four missions: technology development, development of substantially new products, productivity improvement, and cost reductions.

Listing & Demat of Shares

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on March 31, 2016 out of total 5,71,03,055 equity shares of the Company, 5,56,64,887 equity shares representing 97.48% were held in dematerialized form and the balance 2.52% representing 14,38,168 shares were held in physical form.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

During the year under review, the Company has transferred Rs, 13,09,686/- to Investor Education and Protection Fund in relation to unclaimed and unpaid dividend amount pertaining to financial year 2007-08.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board

Place : Mumbai r. c. Mansukhani

Date : August 25, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company along with the Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS / RESULTS (Rs, in Lakhs)

Particulars For the financial year 2014-15 For the financial year 2013-14

Profit before Depreciation 10,411 4,192

Less: Depreciation 3,996 2,965

Profit Before Tax 6,415 1,227

Less : Taxation 1,059 337

Profit after Tax 5,356 890

Add: Profit brought forward 47,416 46,965

Total Profit available for appropriation 52,771 47,855

APPROPRIATIONS:

Profit & Loss Appropriations 1663 (130)

Transfer to General Reserve 536 67

Proposed dividend 857 571

Provision for taxation – dividend 171 97

Goodwill arising due to Scheme of Arrangement 20,370 -

Balance carried to Balance Sheet 29,175 47,250

RESULTS OF OPERATIONS

Net sales and other income for the standalone entity increased to Rs,140,153 lacs from Rs, 103,609 lacs in the previous year - a increase of 35.27%. The operating Profit (PBDIT) witnessed an increase of 79.06 % from Rs,8,368 lacs in 2013-14 to Rs, 14,984 lacs in 2014-15. The Profit after tax (PAT) showed an increase of 502 % at Rs, 5,356 lacs from Rs, 890 lacs in the previous year.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs, 1.50 (i.e. 30%) per share (Face Value Rs, 5) [Rs,1.00 (i.e. 20%) per share for the previous year (Face Value Rs,5)], on the Ordinary (Equity) Shares of the Company. The dividend payout is subject to approval of shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

An amount of Rs, 536 lacs is proposed to be transferred to the General Reserve.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under the provisions of Section 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure 'A' to this report.

SUBSIDIARY COMPANIES

The Company is having 3 subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

Sr. Name of the No Subsidiary Companies Performance

1. Merino Shelters Private Limited The Company has incurred net loss of Rs, 15.36 lacs as compared to net loss of Rs, (Incorporated in India) 112.10 lacs in the previous year.

2. Man Overseas Metal DMCC The Company has incurred net loss of AED 7.22 lacs during the financial year (Incorporated in UAE) 2014-15 as compared to net Profit of AED 0.89 lacs in the previous year.

3. Man USA Inc The net sales, during the financial year 2014-15 of the Company stood at USD (Incorporated in USA) 2.70 lacs as compared to USD 0.50 lacs in the previous year. The Company has incurred net Profit of USD 0.009 lacs during the current financial year.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

Pursuant to the Scheme of Arrangement ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956, the Hon'ble High Court of Bombay pronounced an Order on 20th March, 2015, the Real Estate Business, defend as Undertaking 2 in the Scheme, of the Company, shall be transferred and vested into Man Infraprojects Limited ("MIPL") and Undertaking 1 defend in the Scheme as business division of MIPL shall be transferred and vested in the Company, with effect from the Appointed Date, 1st April, 2013.

As per the Scheme, the Company is required to record in its books all the assets and liabilities pertaining business division as appearing in the books of MIPL as on the Appointed Date at their respective fair values.

The Scheme shall become effective upon the Company fling the Order of the Hon'ble High Court sanctioning the Scheme with the ROC, as required by Section 394(3) of the Companies Act, 1956. Pending such fling, the Accounts have been compiled as if the Scheme has become effective and consequently, consolidated financial statement does not include the financials of Man Infraprojects Limited.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2015, prepared in accordance with the Companies Act, 2013 and Accounting Standards AS- 21 on consolidated financial statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company along with the documents required to be attached thereto and separate audited financial statements in respect of its subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered Office.

DIRECTORS

Mr. Rameshchandra Mansukhani (DIN 00012033), Director is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Ms. Heena Vinay Kalantri (DIN 00149407) was appointed as an additional Director on the Board of the Company with effect from March 30, 2015. Company has received notice under section 160 of the Companies Act, 2013 from a member for the appointment of Ms. Heena Vinay Kalantri as a Director on the Board of the Company.

Appropriate resolutions for the re-appointments/ appointments of the Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information has been given in the notice convening the Annual General Meeting. Your Directors recommend their re-appointment/ appointment.

Mr. Kirit N Damania, Mr. Dhananjay Datar and Mr. Pramod Tandon act as Independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that board shall monitor and review board evaluation framework, The Companies Act, 2013 states formal evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Further Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by entire Board of Directors, excluding director being evaluated. The evaluation of all the directors and the board as a whole was conducted based on the criteria adopted by the board.

The evaluations for the Directors and the Board were done through circulation of questionnaires which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of fow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board of Directors held during the financial year 2014-15 are furnished as a part of the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Kirit Damania, Mr. Pramod Tandon and Mr. Dhananjay Datar, Independent Directors of the Company. Mr. Kirit Damania is the Chairman of the Committee and Company Secretary is the Secretary to the Committee. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

REMUNERATION POLICY

The Board, has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arm's length basis and were in the ordinary course of business. In compliance with the terms of the 'Policy on Related Party Transactions', no contracts, arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated persons which would be considered materially significant and which may have potential confect of interest with the company at large. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed at the we blink: http://www.mangroup.com/Policy%20on%20Related%20Party%20Transactions.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments are given in the notes to the Financial Statements.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblower to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed at the we blink: http://www.mangroup.com/Vigil%20Mechanism.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report containing the details as required under Clause 49 (VIII)(D)(1) of the Listing Agreement is annexed hereto and forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT

A Separate Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Clause 49 of the Listing Agreement is annexed hereto and forms an integral part of this Report.

FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interests on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of promoting preventive health care including preventive health care and sanitation. Self driven initiatives were directly undertaken by the Company to locate the areas and localities in and around Anjar, where the company has manufacturing base, to educate the local inhabitants (villagers) about preventive health care management and thereafter providing them with lavatory facilities. Further the Company is in the process getting itself connected with some registered trust which is undertaking the CSR activities, in order to ensure that the Company's contribution is utilized optimally for the cause.

The Annual Report on the CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure 'B' to this Report and is also accessible on Company's website at weblink: http://www.mangroup.com/CSR%20Policy.pdf

RISK MANAGEMENT

The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of it's operations and such adaptation has helped the Company to a very large extent. The operational responsibility for the effective implementation and monitoring of its operating procedures vis-à-vis the associated business risks, is with Audit Committee which recommends its suggestions, if any, to the Board of Directors. The ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies on the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2014-15.

AUDITORS

Statutory Auditors and Statutory Audit Report

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. Rohira Mehta and Associates, Chartered Accountants were appointed as Statutory Auditors of the Company in the 26th Annual General Meeting (said AGM) held on September 26, 2014 to hold office from the conclusion of the said AGM till the conclusion of third Annual General Meeting to be held after the said AGM of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the said AGM.

Accordingly, a proposal seeking Members' ratification for the re-appointment of M/s. Rohira Mehta and Associates, Chartered Accountants, as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the effect that their re-appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under Clause 41 of the Listing Agreement, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the ratification of their re-appointment as Statutory Auditors for the remaining tenure.

No frauds have been reported by the Statutory Auditors during the financial year 2014-15 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

The Board of Directors refer to the Auditor's qualification in the Auditor's Report and as required under Section 134(3)(f) of the Companies Act, 2013, provides its explanation as under:

Interest has been provided for the period post approval of the scheme by the Hon'ble Bombay High Court.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. ABK & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 at a remuneration of Rs, 75,000/- (Rupees Seventy Five Thousand Only) plus service tax and reimbursement of out of pocket expenses for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Company has fled the Cost Audit Report for the financial year ended March 31, 2014 on September 26, 2014. The Cost Audit Report for the financial year ended March 31, 2015 shall be fled in due course.

Secretarial Auditors and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Rishikesh Vyas & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2015-16.

Management's reply towards qualification in Secretarial Auditors' Report

The Company has Whole-time Key Managerial Personnel (KMP) in the form of Chief Financial Officer during the financial year under the review. However, the Company has not fled the relevant e-form intimating the designation of CFO as KMP with the Registrar of Companies.

* The Company has initiated the necessary steps to comply with the requirements in respect thereof.

As per the disclosures made in Limited Review Report issued for quarter ended June, 2014, September 2014 and December 2014. Company has not complied AS-9 & AS-21 of the Accounting Standards issued by ICAI.

* Interest has been provided for the period post approval of the scheme by the Hon'ble Bombay High Court.

* The Company has opted for consolidation on annual basis.

The Secretarial Audit Report for the financial year ended March 31, 2015 is set out in Annexure 'C' to this Report.

Internal Auditor and Internal Audit Report

In Compliance with the provisions of Section 138(1) of the Companies Act, 2013, Mr. Rajesh Namboodiripad, Chartered Accountant was appointed as an Internal Auditor of the Company. The Audit Committee reviews the observations made by the Internal Auditor in his report on quarterly basis and makes necessary recommendations to the management.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 'D' and 'E' to this Report.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure 'F' to this Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of Sexual harassment during the financial year 2014-15.

RESIDUARY DISCLOSURES

i. During the financial year 2014-15, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2014-15, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2014-15, the Company has not issued shares under Employees Stock Option Scheme:

iv. During the financial year 2014-15, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2014-15, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(I) of the Companies Act, 2013 is not applicable;

vi. During the financial year 2014-15, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. During the financial year 2014-15, no Whole-Time Directors of the Company has received any commission from the Company nor have they received any remuneration or commission from the subsidiary of the Company; and

viii. M/s. Man Infraprojects Limited ceased to be the subsidiary of the Company pursuant to the Scheme of Arrangement (demerger) between the Company and Man Infraprojects Limited and their respective shareholders and creditors, sanctioned by the Hon'ble High Court of Bombay vide its order dated March 20, 2015. The appointed date for the said Scheme of Arrangement was 1st Day of April, 2013. Certified copy of the Court order was fled with Registrar of Companies, Maharashtra on May 16, 2015. Step-down subsidiary i.e. M/s. Merino Shelters Private Limited is now 100% wholly owned subsidiary of the Company,

GENERAL

Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement.

Research & Development

Your Company is executing an integrated strategy for technology development and deployment. The technology function is supporting your Company's strategy around four missions: technology development, development of substantially new products, productivity improvement, and cost reductions.

Listing & Demat of Shares

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). As on March 31, 2015 out of total 5,71,03,055 equity shares of the Company, 5,56,23,187 equity shares representing 97.41% were held in dematerialized form and the balance 2.59% representing 14,79,868 shares were held in physical form.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Transfer of unpaid / unclaimed amount to Investor Education and Protection Fund

During the year under review, the Company had transferred Rs, 9,95,214/- to investor education and protection fund in relation to unclaimed and unpaid dividend amount for the dividend for the financial year 2006-07.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board

Place : Mumbai R. C. Mansukhani

Date : August 28, 2015 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report of your Company along with the Audited Accounts for the financial year ended 31st March, 2013

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars For the year 2012-13 For the year 2011-12

Profit before Depreciation 18,088 18,823

Less: Depreciation 3,875 3,891

Profit Before Tax 14,213 14,932

Less : Taxation 4,139 4,732

Profit after Tax 10,074 10,200

Add: Profit brought forward 39,359 30,931

Total profit available for appropriation 49,433 41,131

APPROPRIATIONS:

Profit & Loss Appropriations 63 (533)

Transfer to General Reserve 1,007 1,020

Proposed dividend 1,195 1,106

Provision for taxation – dividend 203 179

Balance carried to Balance Sheet 46,965 39,359

RESULTS OF OPERATIONS

Net sales and other income for the standalone entity decrease to Rs.154,092 lacs from Rs. 173,572 lacs in the previous year - a decline of 11.22%. The operating profit (PBDIT) witnessed an increase of 4.57 % from Rs.21,519 lacs in 2011-12 to Rs.22,501 lacs in 2012-13. The profit after tax (PAT) showed a decline of 1.23 % at Rs.10,074 lacs from Rs.10,200 lacs in the previous year.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 2 per share (Face Value Rs. 5) [Rs.2 per share for the previous year (Face Value Rs.5)], on the Ordinary (Equity) Shares of the Company.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1,007 lacs to the General Reserve. SUBSIDARIES

As of today, the Company has the following Subsidiaries:- a. Man Infraprojects Limited. (Incorporated in India)

b. Man Overseas Metal DMCC (Incorporated in UAE)

c. Merino Shelters Private Limited (Incorporated in India).

ESOP

During the year, the Company had allotted ESOP shares to MIL Employee Welfare Trust. As per the order of Company Law Board, Mumbai Bench, Mumbai dated May 30, 2013 the said shares were cancelled.

CONVERSION OF GLOBAL DEPOSITORY RECEIPTS (GDRs)

All the outstanding i.e. 44,56,462 GDRs have been converted to equity shares of the Company on November 30, 2012.

LEGAL PROCEEDINGS

During the year there were proceedings'' including under Section 397- 398,409 and 250 of the Companies Act, 1956 and as on the date all the matters have been resolved.

SCHEME OF ARRANGEMENT

The Board of Directors approved Scheme of Arrangement between Man Industries (India) Limited and Man Infraprojects Limited and their respective shareholders and creditors (''the Scheme''), under Sections 391 to 394 read with Section 78 and Sections 100 to 103 and other applicable provisions of the Companies Act, 1956. As part of the Scheme for free issue of "For every 1 (One) fully paid-up equity share of Rs. 5/- each held by the equity shareholders in Man Industries Limited, 1 (One) fully paid-up equity share of Rs. 5/- each of Man Infraprojects Limited will be given" which will be a separately listed entity for Real Estate, Infrastructure and Construction activities. Man Industries will continue to focus on its core business of Pipes and Coating Systems.

SAFETY, HEALTH AND ENVIRONMENT

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar & Pithampur plants and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.

HUMAN RESOURCES

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement.

RESEARCH & DEVELOPMENT

Your Company is executing an integrated strategy for technology development and deployment. The technology function is supporting your Company''s strategy around four missions: technology development, development of substantially new products, productivity improvement, and cost reductions.

LISTING & DEMAT OF SHARES

The equity shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange. As on 31st March, 2013 5,55,58,380 Equity shares of the Company, representing 92.96% of its issued capital, were held in dematerialized form and the balance 7.04% representing 42,08,675 shares were held in physical form.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement of Stock Exchanges, a detailed report on Corporate Governance forms part of this Annual Report. The Company''s Statutory Auditor''s Certificate as stipulated under Clause 49 of the Listing Agreement is annexed to and forms part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year 2012-13 and there are no outstanding fixed deposits from the public as on 31st March, 2013.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

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

Details relating to the conservation of energy and technology absorption and foreign exchange earnings and out goings are given in separate annexure forming part of this report as required as per section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

PERSONNEL

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholders desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

The Ministry of Corporate Affairs vide its General Circular No: 2 /2011 dated 8th February 2011 has granted general exemption to companies who fulfill the requirements specified in the said circular from attaching the financial statements of the subsidiary companies in India and abroad, both direct and indirect, to the balance sheet of the Company. Your Company has complied with all the conditions specified in the said circular and hence the financial statements of the subsidiary companies in India and abroad, have not been attached in this Annual Report. A statement of summarized financials of all subsidiaries of your Company, pursuant to the approval under Section 212(8) of the Companies Act, 1956, forms part of this report. Additional information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to members on request. In accordance with the Accounting Standard (AS 21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company include financial information of all its subsidiaries.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

a) In preparation of the annual accounts, the applicable accounting standards have been followed.

b) The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 of the Company for that period.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. J. C. Mansukhani, Director & Promoter of the Company resigned as Director of the Company w.e.f. September 15, 2013. The Board places its gratitude to him for his immense contribution to the growth of the Company.

The term of office of Mr. R. C. Mansukhani as a Whole-Time Director of the Company expired on 25th September 2013. He has been re-appointed as Whole-Time Director of the Company w.e.f. 26th September 2013 for a period of 5 years, subject to the approval of the shareholders.

Mr. A. V. Rammurty is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Company has received notice under section 257 of the Companies Act, 1956 from the members for appointment of Mr. Ashok Gupta, Mr. Dhananjay Datar, Mr. T. S. Bhattacharya and Mr. Girish Matlani as the directors of the Company.

Appropriate resolutions for their re-appointments/ appointments of the Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information has been given in the notice convening the Annual General Meeting. Your Directors recommend their re- appointment/ appointment as Directors of your Company.

AUDITORS

M/s Rohira Mehta & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to consider their re-appointment for the current financial year 2013-14 and authorize the Board of Directors to fix their remuneration. The retiring auditors have, as per the provisions of the Companies Act, furnished certificate of their eligibility for the appointment.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board

R. C. Mansukhani Chairman

Place : Mumbai

Date : October 3, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report of your Company along with the Audited Accounts for the financial year ended March 31, 2012

FINANCIAL RESULTS (Rs.in Lakhs)

Particulars For the year 2011-12 For the year 2010-11

Profit before Depreciation 18,822.54 13,843.48

Less: Depreciation 3,890.56 3,915.25

Profit Before Tax 14,931.98 9,928.23

Less : Taxation 4,732.41 732.23

Profit after Tax 10,199.57 9,196.00

Add: Profit brought forward 30,931.70 23,826.08

Total profit available for appropriation 41,131.27 33,022.08

APPROPRIATIONS:

Profit & Loss Appropriations (533.03) (118.56)

Transfer to General Reserve 1,019.96 919.60

Proposed dividend 1,105.70 1,105.70

Provision for taxation - dividend 179.37 183.64

Balance carried to Balance Sheet 39,359.27 30,931.70

RESULTS OF OPERATIONS

Net sales and other income for the standalone entity increased to Rs.173,572.14 lacs from Rs. 167,743.02 lacs in the previous year; an increase of 3.48%. The operating profit (PBDIT) witnessed a increase of 27.76 % from Rs.16,843.60 lacs in 2010-11 to Rs.21,518.85 lacs in 2011-12. The profit after tax (PAT) showed a growth of 10.92 % at Rs.102.00 lacs from Rs.91.96 lacs in the previous year.

DIVIDEND

For the year under review, the Directors have recommended a dividend of Rs. 2 per share (Face Value Rs. 5) [Rs.2 per share for the previous year (Face Value Rs.5)], on the Ordinary (Equity) Shares of the Company.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1019.96 lacs to the General Reserve.

SUBSIDARIES

As of today, the Company has the following Subsidiaries:-

1. Man Infraprojects Limited. (Incorporated in India)

2. Man Overseas Metal DMCC (Incorporated in UAE)

3. Merino Shelters Private Limited (Incorporated in India). It is the subsidiary of Man Infraprojects Limited. So by virtue of Section 4 of the Companies Act, 1956 it becomes subsidiary of the Company.

All the Subsidiaries are duly incorporated under the respective companies act in the respective country s jurisdiction.

SAFETY, HEALTH AND ENVIRONMENT

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar & Pithampur plants and preventive measures are taken to ensure high standards of safety. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system.

HUMAN RESOURCES

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement.

RESEARCH & DEVELOPMENT

Your Company is executing an integrated strategy for technology development and deployment. The technology function is supporting your Company s strategy around four missions: technology development, development of substantially new products, productivity improvement, and cost reductions.

LISTING & DEMAT OF SHARES

The equity shares of the Company are listed with Bombay Stock Exchange and National Stock Exchange and the GDRs of the Company are listed with NASDAQ Dubai. As on March 31, 2012 5,36,90,999 Equity shares of the Company, representing 97.12% of its issued capital, were held in dematerialized form and the balance 2.88% representing 15,93,875 shares were held in physical form.

MANAGEMENT DISCUSSION AND ANALYSIS

Management s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement of Stock Exchanges, a detailed report on Corporate Governance forms part of this Annual Report. The Company's Statutory Auditor's Certificate as stipulated under Clause 49 of the Listing Agreement is annexed to and forms part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year 2011-12 and there are no outstanding fixed deposits from the public as on March 31, 2012.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

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

Details relating to the conservation of energy and technology absorption and foreign exchange earnings and out goings are given in separate annexure forming part of this report as required as per section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

PERSONNEL

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975, names and other particulars of the employees are required to be set out in the annexure to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and. Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholders desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

The Ministry of Corporate Affairs vide its General Circular No.: 2 /2011 dated 8th February 2011 has granted general exemption to companies who fulfill the requirements specified in the said circular from attaching the financial statements of the subsidiary companies in India and abroad, both direct and indirect, to the balance sheet of the Company. Your Company has complied with all the conditions specified in the said circular and hence the financial statements of the subsidiary companies in India and abroad, have not been attached in this Annual Report. A statement of summarized financials of all subsidiaries of your Company, pursuant to the approval under Section 212(8) of the Companies Act, 1956, forms part of this report. Additional information in respect of the annual report and the financial statements of the subsidiary companies of your Company will be made available to members on request. In accordance with the Accounting Standard (AS 21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by your Company include financial information of all its subsidiaries.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

In preparation of the annual accounts, the applicable accounting standards have been followed.

The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Pramod Kumar Tandon is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Resolutions for his re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Director and other information has been given in the notice convening the Annual General Meeting. Your Directors recommend his appointment as Director of your Company.

AUDITORS

M/s Rohira Mehta & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to consider their re-appointment for the current financial year 2012-13 and authorize the Board of Directors to fix their remuneration. The retiring auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished certificate of their eligibility for the appointment.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the banks and other financial institutions, shareholders, dealers and consumers for their continued support.

For and on behalf of the Board

R. C. Mansukhani

Chairman

Place : Mumbai

Date : July 31, 2012

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