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Notes to Accounts of Man Industries (India) Ltd.

Mar 31, 2016

1 Foreign Currency Loans are secured as under:

First pari passu charge by way of registered mortgage of entire immovable properties of the Company by way of deposit of title deeds both present and future; and Second pari passu charge by way of hypothecation over the current assets of the Company, both present and future.

a) The Company has entered settlement agreement with Midcontinent Express Pipeline LLC and has made payment of US$ 4.50 Million towards liquidated damages for settlement of litigation. Further the company has agreed to deferred payment of US$ 2.5 million based upon contract for sale in North America through December 2017.

b (i) Micro & Small Facilitation Council, Madhya Pradesh has passed an order against the Company in suit filed by Pragya Equipments Private Limited for Rs. 145.79 Lacs including interest of Rs. 88.31 Lacs for recovery of dues outstanding. The Company has preferred an appeal against the aforesaid order before the District Court, Indore.

b (ii) Malwa Tools Private Limited has filled a recovery suite before Micro & Small Enterprise Facilitation Council, Madhya Pradesh for Rs. 144.33 lacs including interest for Rs. 127.38 lacs for recovery of dues outstanding. The Company has filed interim reply before the Micro & Small Enterprise Facilation Council.

2 The Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act).Subsequent to the above, the company has not made any disclosures and also no order/ demand, has been received and the tax liability, if any, shall be provided upon completion of the process of assessment by the tax authorities.

3 The Company has not initiated the process of indentifying ''suppliers'' covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.


Mar 31, 2015

1.1 The Company, in the previous five years, has not allotted any Bonus Shares, fully paid up Shares pursuant to contract(s) without payment being received in cash and has not bought back any Shares.

1.2 The Company has only one class of Equity Shares having par value of Rs, 5/- per share. Each shareholder is entitled to one vote per Share.

1.3 As per the directive of Hon'ble Company Law Board vide its order dated 30th May 2013, the Company has cancelled 26,64,000 Equity Shares of Rs, 5 each issued at Rs, 195.40 per share to ''Employee Welfare Trust'' under Employee Stock Option Scheme (ESOS).

* Inter-corporate deposits includes loans to wholly owned subsidiary companies (Refer Note no. 34)

- Paid to Punjab National Bank, Raigarh, Chhattisgarh (Bank) towards acquisition of land & equipments of Scan I spat Limited and the Company is contemplating refund of the same.

# Includes Advance to Suppliers, Advance to Employees & Claim receivables.

a) The Fourteenth Court of Appeal, Texas vide its order dated 09.05.2013 has dismissed the appeal filed by the Company against judgment of 133rd Court Judicial District, Harris County, Texas Court dated 12.03.2011 and have confirmed the damages of US$ 9,142,643 payable to Midcontinent Express Pipeline, LLC and Bank of Tokyo-Mitsubishi. The Company has preferred the Motion of Rehearing before the Court of Appeal.

b) Micro & Small Facilitation Council, Madhya Pradesh has passed an order against the Company in suit filed by Pragya Equipments Private Limited for Rs, 145.79/- Lacs including interest of Rs, 88.31/- Lacs for recovery of dues outstanding. The Company has preferred an appeal against the aforesaid order before the District Court, Indore.

2. Consequent to the enactment of the Companies Act, 2013 (The Act) and its applicability for accounting periods commencing from 1st April 2014, the Company has realigned the remaining useful lives of its fixed assets, evaluated based on an internal assessment supported with external technical advice (where ever applicable) in accordance with the provisions prescribed under Schedule II of the Act, Consequently, in case of assets which have completed their useful lives (prescribed under Schedule II of the Act), the carrying value (net of residual value) as at 1st April 2014 amounting to Rs, 1662.81 lacs (net of tax Rs, 856.22 lacs) has been charged to the retained earnings.

3. 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, the following effects have been incorporated in the Accounts.

4. The Company has not provided interest on loan advanced to Merino Shelters Private Limited of Rs,700.26 Lacs. Up to the date of demerger which is in contravention of Accounting Standard 9 "Revenue recognition" issued by the Institutor of Chartered Accountants of India.

5. The Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under Section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the company has not made any disclosures and also no order/ demand, has been received and the tax liability, if any, shall be provided upon completion of the process of assessment by the tax authorities.

6. The real estate segment of the company does not accounts for more than 10% of the total revenue of the company, accordingly disclosure as per AS 17 has not been given.

7. The Company has not initiated the process of indentifying 'suppliers' covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.


Mar 31, 2014

Corporate Information

Man Industries (India) Limited ( hereinafter referred to as " MIIL " or " the company " ) is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. The company is engaged in the business of manufacturing, processing and trading of submerged arc welded pipes & steel products.

(Rs in Lacs)

Note As at As at No. March 31, March 31 2014 2013 1 Contingent Liabilities not Provided in Respect of Guarantees/letter of credit outstanding 44,058.29 30,186.10

Excise Duty/Service Tax Matters 1,895.17 1,613.80

Custom Matters(a) - 23,571.78

Entry Tax/Sales Tax Matters 885.08 912.31

Income Tax Matters 1,652.72 425.82 Legal Cases(b)

* Midcontinent express pipeline LLC, USA 3,101.03 2,809.64

* Prime pipe international USA 807.50 731.63

* Bank of Tokyo and Mitsubishi - -

* Pragya Equipments Private Limited (c) 71.84 -

Total :- 52,471.64 60,251.08

a) As per order passed on 22nd May, 2014 by Hon''ble CESTAT, Ahmedabad, the Company has won the appeal made against the order of Commissioner of Customs, Kandla.

b) The Fourteenth Court of Appeal, Texas vide its order dated 09.05.2013 has dismissed the appeal filed by the Company against judgement of 133rd Court Judicial District, Harris County, Texas Court dated 12.03.2011 and have confirmed the damages of US$ 9,142,643 payable to Midcontinent Express Pipeline, LLC, Prime Pipe International, Inc and Bank of Tokyo-Mitsubishi. The Company has preferred the Motion of Rehearing before the Court of Appeal.

c) Micro & Small Faciliation Council, Madhya Pradesh has passed an order against the Company in suit filed by Pragya Equipments Private Limited for Rs. 145.79/ Lacs including interest of Rs. 88.31 Lacs for recovery of dues outstanding. The Company has preferred an appeal against the aforesaid order before the District Court, Indore.

2 During the period covered by these financial statements, the Board of Directors in its meeting held on 15th September, 2013 have approved the Scheme of Arrangement between the Company and Man Infraprojects Limited (Wholly Owned Subsidiary of the Company) and their respective shareholders and creditors.

The Appointed date for the Scheme is 1st April, 2013 and the same envisages restructuring of assets and liabilities of the Company into Man Infraprojects Limited and issue of shares of Man Infraprojects Limited to the shareholders of the Company. Scheme has been already cleared by Stock Exchanges and SEBI by issuance of clearance under clause 24F of the listing agreement.

Pending the approval of Scheme by the Bombay High Court, the Company, during the period covered by these financial statements, has not accounted for :-

i. Interest on loan advanced to Man Infraprojects Limited of Rs. 3502.64 Lacs.

ii. Lease rental on immoveable property to be demergered to Man Infraprojects Limited of Rs. 33.05 Lacs.

3 The Company has not initiated the process of identifying ''suppliers'' covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.


Mar 31, 2013

1 Corporate Information

Man Industries (India) Limited ( hereinafter referred to as " MIIL " or " the company " ) is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. The company is engaged in the business of manufacturing and beveling of submerged arc welded pipes.

2 Operating Leases

The Company has taken certain assets such as commercial premises on operating lease from various parties.

3 In accordance with the term of issue of respective FCCBs, the Company, out of the total outstanding FCCB liabilities of USD 44,100,000 as on 31st March, 2012, has bought back FCCB of face value USD 2.00 Lacs at a price of USD 2.77 Lacs on 23rd April, 2012 and the balance FCCB aggregating to USD 439.00 Lacs have been redeemed on 23rd May, 2012 along with the Yield to Maturity of USD 204.45 Lacs. As, the result, the Company is not required to allot 1,64,26,238 nos. of equity shares of Rs. 5 each arising out of conversion of said FCCBs. Premium of Rs. 9074.95 Lacs paid on redemption of the FCCBs and withholding tax of Rs. 1003.66 Lacs has been charged to Securities Premium Account and difference in foreign exchange fluctuation on redemption of FCCBs of Rs.8585.82 Lacs has been capitalised to Fixed Assets.

4 The Company has established a Trust for the implementation and management of ESOP for the benefit of its present and future employees. Advance of Rs. 5207 Lacs has been granted to the Trust and 5205.45 Lacs has been utilised by the Trust for purchasing 26,64,000 nos. equity shares during the year ended March 31, 2013. In lieu of the directives of the H''able CLB and awaiting the outcome of the CLB petition and The Compensation Committee has not granted any options to employee .

5 The Company has retrenched Pithampur Plant employees in terms of retrenchment order dated 12.10.2012 from Office of Commissioner of Labour, Madhya Pradesh Government, Indore and accordingly settled their full and final dues to the tune of Rs. 271.96 lacs

6 The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises (MSME) Development Act, 2006 (the ''Act'') and hence disclosure regarding the following has not been provided.

1 Amount due and outstanding to MSME suppliers as at the end of the accounting year.

2 Interest paid during the year.

3 Interest payable at the end of the accounting year.

4 Interest accrued and unpaid at the end of the accounting year.

The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act. Management believes that the figures for disclosure, if any, will not be significant.


Mar 31, 2012

A Corporate Information

Man Industries (India.) Limited ( hereinafter refered to as MIIL or the company ) is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. The company is engagaed in the business of manufacturing and beveling of submerged arc welded pipes.

An assessment is also done at each Balance Sheet date whether there is any indication that an impairment loss recognized for an asset in prior accounting period may no longer exists or may have decreased. If any indication exists the assets recoverable amount is estimated. The carrying amount is increased to revised estimate of its recoverable amount but so that the increased carrying amount does not exceeds the carrying amount that would have been determined had no impairment loss been recognized for the asset in the prior years. A reversal of impairment loss is recognized in the Profit & Loss Account.

After recognition of impairment loss or reversal of impairment loss as applicable, the depreciation charge for the assets is adjusted in future periods to allocate the asset s revised carrying amount, less its residual value (if any), on straight line basis over its remaining useful life.

The Company has received a show cause notice u/s. 124 and u/s. 28 of the Custom Act, 1962 dated 11th May, 2012 from Directorate of Revenue Intelligence (DRI), Mumbai for differential custom duty payable on import of raw material amounting to Rs. 1,209,861,393/-. The Company has deposited Rs. 37,920,724/- under protest at the time of investigation. the Management is confident that there will no liability on this account since the Company has fulfilled its export obligation against the imported material and there is no loss to revenue.

1 Micro, Small and Medium Enterprises

The Company has not initiated the process of identifying suppliers covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.

The accompanying notes are integral part of the financial statements.


Mar 31, 2010

I. NATURE OF OPERATIONS

Man Industries (India) Limited (hereinafter referred to as “MIIL” or “the Company”) is a Company formed and registered under the Companies Act, 1956. The activity of MIIL is the manufacturing and beveling of Submerged Arc Welded Pipes.

1. Contingent Liabilities not provided in respect of:

(Rs. In Lakhs)

SR. PARTICULARS AS AT 31ST AS AT 31ST NO. MARCH 2010 MARCH 2009

1 Guarantees / Letter of Credit outstanding 79,797.13 102,651.82

2 Excise Duty / Service Tax Matters 4,178.22 298.94

3 Entry Tax / Sales Tax Matters 571.46 243.13

4 Income Tax Matters 86.21 119.90

5 Estimated amount of contract remaning to be executed on capital account

(net of advances) 355.00 215.10

6 Corporate Guarantee Issued 21,574.00 10,474.00

106,562.02 114,002.89

2. a) Term Loan from Banks and Financial Institutions are by the way of frst pari -passu charge on fxed assets and second pari - passu charge on moveable assets of the Company & further secured by personal guarantee of the Promoter Directors.

b) Working Capital facilities by banker’s are secured by frst pari – passu charge on all the moveable assets and second pari – passu charge on the immoveable assets of the Company.

3. Balances of Sundry Creditors and Debtors are subject to confrmations, reconciliation and consequent adjustments, if any.

4. (i) The Company had raised US $ 50 Million (Rs. 20300 Lakhs) by way of Zero Coupon Foreign Currency Convertible Bonds during the year ended 31st March, 2008. The Bondholders have an option to convert these Bonds into equity shares, at an initial conversion price of Rs. 143.50 per share with a fxed rate of exchange on conversion of Rs. 41.1475 = US $ 1 at the option of the Bondholders at any time on or after 1 July 2007. The conversion price is subject to adjustment/ reset in certain circumstances. Further the initial conversion price of Rs. 143.50 has been reset to Rs. 115/- on 3rd May, 2008, which has been further reset at Rs. 109/- on 3rd May, 2009. The Bonds may be redeemed in whole, at the option of the Company, at any time on or after 22nd May, 2010 subject to satisfaction of certain conditions. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on 23 May, 2012 at 146.57% of the principal amount so as to give a gross yield of 7.80% per annum to the bondholder.

(ii) The part proceeds received from the issue of FCCB,Rs. 16813.44 Lakhs have been utilised for funding of expansion of Pipe and Coating Complex at Anjar, Rs. 1926.16 Lakhs have been utilised for FCCB Buyback during the year.

(iii) During the year, the Company has bought back 59 FCCB of the face value 5.90 million USD at discount of Rs. 4.69 Crores and the same has been considered as other income.

(iv) The Board is of the opinion that it is more likely than not bondholders would opt for conversion rather than redemption of bonds accordingly, believes that the payment on premium on redemption, if any, is contingent in nature, hence at this stage, provision of redemption premium is not considered necessary and has not been recognized in the fnancial statements. The amount of premium on the outstanding quantum of bonds determined on time proportion basis till March 31, 2010 aggregates to Rs. 4034.19 Lakhs.

5. Directors of the Company have certifed that the Current Assets, Loans & Advances and Current Liabilities have a value on realization at least equal to the amount at which they are stated in the Balance Sheet.

6. Although the Group operates in more than one segment, segmental reporting as required under Accounting Standard – 17 is not applicable as the segment revenue from other segment is lower than 10% of total revenue.

7. The Company has not initiated the process of identifying ‘suppliers’ covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.

Indian Oil Corporation Limited for recovery of dues for encashment of performance bank guarantee Gujrat Water Supply & Sewerage Board for recovery of dues GAIL for recovery of dues Advance for Purchase of Land Midcontinent Express Pipeline LLC Encashment of stand by letter of credit *

CURRENT STATUS

Pending for Arbitration

Pending before

Gujrat Highcourt

Pending for

Arbitration

Redirected to

the Collector

* As informed to us by the management the company has initiated legal proceedings against Midcontinent Pipeline LLC. (MEP) in the District Court of Harris County, Texas for fraudulently encashing the stand by letter of credit of US $ 15 Million (Rs. 6878.25 Lakhs) and has classifed the same as loans and advances under Current Assets. The Company proceeded to invoke the bank guarantee of US $ 33 Million provided by MEP; however the same could not be encashed as it was stayed by The Texas Court. Further Bank of Tokyo & Mitsubishi (BTM), who did not honor the said bank guarantee on account of alleged discrepancies in the invocation documents. The Company has initiated legal proceedings against BTM for not honouring the invocation of Bank Guarantee, and the depositions have commenced before the Honorable District Court of Harris County, Texas.

8. Related Party Disclosures:

Related party disclosure as required by Accounting Standard – 18 “Related Party Disclosures” issued b Accountants of India” are given below:

a) Names of the parties where control exists:

Man Infraprojects Limited – Subsidiary of the Company

Merino Shelters Private Limited – Wholly owned subsidiary of Man Infraprojects Limited

Man USA Inc – Wholly owned Subsidiary of the Company

Man Overseas Metals DMCC – Wholly owned Subsidiary of the Company

b) Names of the Enterprise in which Management has signifcant interest:

JPA Holdings Private Limited

Man Aluminum Limited (till 24.12.2009)

Man Global FZC, UAE

Man Futures Private Limited

Man (U.K.) Limited

c) Names of the Key Management Personnel:

Mr. R.C. Mansukhani – Chairman

Mr. J. C. Mansukhani – Vice Chairman & Managing Director

Mr. J. L. Mansukhani – Executive Director

d) Names of the Relatives of Management Personnel:

Mrs. Kimatdevi Mansukhani Mrs. Anita Mansukhani Ms. Deepa Mansukhani

2. a) Term Loan from Banks and Financial Institutions are by the way of frst pari -passu charge on fxed assets and second pari - passu charge on moveable assets of the Group & further secured by personal guarantee by the promoters Directors.

b) Working Capital facilities by banker’s are secured by frst pari – passu charge on all the moveable assets and second pari – passu charge on the immoveable assets of the Group.

3. Balances of Sundry Creditors and Debtors are subject to confrmations, reconciliation and consequent adjustments, if any.

4. i) The Parent Company had raised US $ 50 Million (Rs. 20300 Lakhs) by way of Zero Coupon Foreign Currency Convertible

Bonds during the year ended 31st March, 2008. The Bondholders have an option to convert these Bonds into equity shares, at an initial conversion price of Rs. 143.50 per share with a fxed rate of exchange on conversion of Rs. 41.1475 = US $ 1 at the option of the Bondholders at any time on or after 1 July 2007. The conversion price is subject to adjustment/ reset in certain circumstances. Further the initial conversion price of Rs. 143.50 has been reset to Rs. 115/- on 3rd May, 2008, which has been further reset at Rs. 109/- on 3rd May, 2009. The Bonds may be redeemed in whole, at the option of the Company, at any time on or after 22nd May, 2010 subject to satisfaction of certain conditions. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on 23 May, 2012 at 146.57% of the principal amount so as to give a gross yield of 7.80% per annum to the bondholder.

(ii) The part proceeds received from the issue of FCCB, Rs. 16813.44 Lakhs have been utilised for funding of expansion of Pipe and Coating Complex at Anjar, Rs. 1926.16 Lakhs have been utilised for FCCB Buy back during the year.

(iii) During the year, the Parent Company has bought back 59 FCCB of the face value 5.90 million USD at discount of Rs. 4.69 Crores and the same has been considered as other income.

Annual Report 2009 - 2010

(iv) The Board is of the opinion that it is more likely than not bondholders would opt for conversion rather than redemption of bonds accordingly, believes that the payment on premium on redemption, if any, is contingent in nature, hence at this stage, provision of redemption premium is not considered necessary and has not been recognized in the fnancial statements. The amount of premium on the outstanding quantum of bonds determined on time proportion basis till March 31, 2010 aggregates to Rs. 4034.19 Lakhs.

5. Directors of the Group have certifed that the Current Assets, Loans & Advances and Current Liabilities have a value on realization at least equal to the amount at which they are stated in the Balance Sheet.

6. Although the Group operates in more than one segment, segmental reporting as required under Accounting Standard – 17 is not applicable as the segment revenue from other segment is lower than 10% of total revenue.

7. The Group has not initiated the process of identifying ‘suppliers’ covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule VI of the Companies Act, 1956 could not be provided.

9. Related Party Disclosures:

Related party disclosure as required by Accounting Standard – 18 “Related Party Disclosures” issued by “The Institute of Chartered Accountants of India” are given below:

a) Names of the Enterprise in which Management has signifcant interest:

i) JPA Holdings Private Limited ii) Man Aluminum Limited

iii) Man Global FZC, UAE iv) Man UK Limited

b) Names of the Key Management Personnel:

Mr. R. C. Mansukhani – Chairman

Mr. J. C. Mansukhani – Vice Chairman & Managing Director

Mr. J. L. Mansukhani – Executive Director

c) Names of the Relatives of Key Management Personnel:

i) Mrs. Kimatdevi Mansukhani ii) Mrs. Anita Mansukhani

iii) Mrs. Deepa Mansukhani iv) Mr. Nikhil Mansukhani

v) Ms. Priyal Mansukhani vi) Mr. Bhagwan Mansukhani

vii) Mr. Kumar Mordani viii) Ms. Reshma Mordani

ix) Ms. Roshni Mordani x) Mr. Kanayalal Mordani

General Description of the Defned Beneft Plan :

The Parent Company operates gratuity plan wherein every employee is entitled to the beneft equivalent to ffteen days salary last drawn for each completed year of service. The same is payable on termination of service, or retirement, which ever is earlier. The benefIts vests after fIve year of continuous service.

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