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Directors Report of Man Infraconstruction Ltd.

Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting Twelfth Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS:

(Amount in Rs. Lakhs) 2013-14

Particulars Consolidated Standalone

Contract Revenue (Net of VAT)/ Other Operating Income 39,728.13 26,712.81

Profit before Finance Cost, Depreciation and amortization expenses, Exceptional Item and Tax expenses 6,183.14 5,249.67

Less: Finance Cost 119.97 105.81

Less: Depreciation and amortization expenses 1,233.57 1,008.82

Add: Exceptional Item - -

Profit before Tax 4,829.60 4,135.04

Less: Tax Expenses (including for previous years) 1,759.53 1,280.18

Profit after Tax and before Minority Interest 3,070.07 2,854.86

Minority Interest 179.72 -

Profit after Tax 2,890.35 2,854.86

Add: Profit brought forward from previous year 25,872.77 25,785.61

Profit available for appropriation 28,763.12 28,640.47

Less: Interim Dividend - -

Less: Proposed Dividend 668.25 668.25

Less: Corporate Dividend Tax 97.25 42.87

Less: Transfer to General Reserve 229.05 142.74

Balance carried to Balance Sheet 27,768.57 27,786.61



2012-13

Particulars Consolidated Standalone

Contract Revenue (Net of VAT)/ Other Operating Income 44,706.37 37,041.25

Profit before Finance Cost, Depreciation and amortization expenses, Exceptional Item and Tax expenses 8,926.09 7,817.58

Less: Finance Cost 412.97 268.71

Less: Depreciation and amortization expenses 1,796.80 1,520.16

Add: Exceptional Item - -

Profit before Tax 6,716.32 6,028.71

Less: Tax Expenses (including for previous years) 1,814.92 1,670.90

Profit after Tax and before Minority Interest 4,901.40 4,357.81

Minority Interest 88.56 -

Profit after Tax 4,812.84 4,357.81

Add: Profit brought forward from previous year 22,753.93 23,079.52

Profit available for appropriation 27,566.77 27,437.33

Less: Interim Dividend - -

Less: Proposed Dividend 1,113.75 1,113.75

Less: Corporate Dividend Tax 133.41 102.19

Less: Transfer to General Reserve 446.84 435.78

Balance carried to Balance Sheet 25,872.77 25,785.61

2. OPERATING PERFORMANCE & ONGOING PROJECTS:

Despite the challenging environment of the global as well as the Indian economy, the Company demonstrated the resilience of its business model. The highlights of the Company''s performance are as under:

The Company achieved a turnover (net of VAT) of Rs. 26,712.81 Lakhs (on consolidated basis Rs. 39,728.13 Lakhs) during the year as against previous year''s turnover (net of VAT) of Rs. 37,041.25 Lakhs (on consolidated basis Rs. 44,706.37 Lakhs) and has earned a Profit after Tax (PAT) of Rs. 2,854.86 Lakhs (on consolidated basis Rs. 2,890.35 Lakhs) as against previous year''s Profit of Rs. 4,357.81 Lakhs (on consolidated basis Rs. 4,812.84 Lakhs).

The Company has been gradually moving from pure EPC to a mix of EPC & Asset Ownership. The Company''s subsidiary, namely Manaj Tollway Pvt. Ltd. is executing a Road project at Hadpsar, Pune on DBFOT (Design-Build-Finance-Operate-Transfer) basis for Maharashtra PWD. The Company has also been gradually increasing its focus on real estate segment. The Company intends to develop real estate projects through joint development model by partnering with other established players. The Company is expecting to launch its mega real estate projects in Mulund, Mumbai in this financial year. Man Realtors and Holdings Private Limited, a wholly owned subsidiary of the Company is also executing development/ redevelopment projects in Mumbai.

3. DIVIDEND:

Considering the performance of the Company in the current market scenario, your Directors have recommended a Final Dividend of Rs. 1.35 per share (i.e. 13.5 %) on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2014. The dividend payout including dividend distribution tax for the year under review will be Rs. 711.12 Lakhs.

Further your Company has declared and paid an interim Dividend of Rs. 1.35 per share (i.e. 13.5 %) on the Equity Shares of Rs. 10/- each for the financial year 2014-15.

The Company''s dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Company''s growth.

4. SUBSIDIARIES:

A) MAN PROJECTS LIMITED (MPL):

MPL achieved a turnover (net of VAT) of Rs. 227.62 Lakhs as against previous year''s turnover of Rs. 2,623.55 Lakhs and has suffered a net loss of Rs. 347.20 Lakhs as against previous year''s Profit after Tax of Rs. 110.65 Lakhs.

B) MANAJ INFRACONSTRUCTION LIMITED (MAIL):

MAIL achieved a turnover (net of VAT) of Rs. 12,331.01 Lakhs as against previous year''s turnover of Rs. 5,890.90 Lakhs and earned a Profit after Tax (PAT) of Rs. 863.07 Lakhs as against previous year''s Profit after Tax of Rs. 143.75 Lakhs.

C) MAN AARADHYA INFRACONSTRUCTION LIMITED (MAN AARADHYA):

On 2nd December 2013, the name of the Company was changed from Man Nirmal Infraconstruction Limited to Man Aaradhya Infraconstruction Limited. Man Aaradhya achieved income of Rs. 0.71 Lakhs as against previous year''s income of Rs. 1.02 Lakhs and suffered a net loss of Rs. 0.44 Lakhs as against previous year''s loss of Rs. 0.75 Lakhs.

The Company transferred 1000 shares (2%) of Man Aaradhya on 5th June, 2014; resulting in reduction in its shareholding to 98%. Man Aaradhya has now ceased to be a wholly owned subsidiary of the Company.

D) MAN REALTORS AND HOLDINGS PRIVATE LIMITED (MRHPL):

MRHPL achieved income of Rs. 32.22 Lakhs as against previous year''s total income of Rs. 15.90 Lakhs and earned a Profit after Tax (PAT) of Rs. 17.87 Lakh as against previous year''s Profit after Tax of Rs. 0.71 Lakhs.

E) MANAJ TOLLWAY PRIVATE LIMITED (MTPL):

MTPL achieved income of Rs. 65.80 Lakhs as against previous year''s income of Rs. 2.05 Lakhs and suffered a loss of Rs. 26.29 Lakhs as against previous year''s loss of Rs. 4.32 Lakhs.

F) MAN GLOBAL HOLDINGS LIMITED (MGHL):

The Company had incorporated MGHL as a Wholly- owned Subsidiary with Jebel Ali Free Zone Authority, UAE in order to look for growth opportunities in global arena. During the financial year under review, MGHL was voluntarily wound up pursuant to De-registration certificate dated 4th March, 2014 issued by the Jebel Ali Free Zone Authority.

G) AM REALTORS PRIVATE LIMITED (ARPL):

ARPL achieved income of Rs. 0.33 Lakh as against previous year''s income of Rs. 0.36 Lakh and suffered a net loss of Rs. 0.07 Lakh as against previous year''s Profit after Tax of Rs. 0.07 Lakh.

H) MANMANTRA INFRACON LLP (MANMANTRA):

On 1st April, 2014, the Company entered into a Limited Liability Partnership namely Manmantra Infracon LLP and became 63% partner along with the then existing partners. On 2nd April, 2014, the Company acquired further 10% share in Manmantra and became 73% partner. Thereafter pursuant to admission of new partners on 29th April, 2014, the Company''s share was diluted to 60%. Manmantra is engaged in the business of real estate development.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs; from attaching the Annual Accounts of its subsidiaries vide its Board''s approval on 29th May, 2014.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company and its Subsidiaries.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements comprising of the audited financial statements received from subsidiary companies as well as audited financial statements of MICL, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard (AS- 21- Consolidated Financial Statements) read with Accounting Standard (AS-27 - Financial Reporting of interest in Joint Ventures). As on 31st March, 2014, the Profit after tax and minority interest as per consolidated accounts is Rs. 2,890.35 Lakhs.

6. SUB-DIVISION OF EQUITY SHARES AND AMENDMENT TO MEMORANDUM OF ASSOCIATION:

With a view to broad base the investor base by encouraging the participation of the small investors and also to increase the liquidity of Equity Shares of the Company, the Board of Directors at their Meeting held on 25th June, 2014 had approved the sub-division of each Equity Share of face value of Rs. 10/- (Rupees Ten Only) of the Company into 5 (Five) Equity Shares of face value of Rs. 2/- (Rupees Two Only) each subject to approval of members. The Members of the Company have approved the said sub-division vide Postal Ballot, the results of which were declared on 12th August, 2014.

The Capital Structure of the Company before and after the sub-division of face value of each equity share is as under:

Particulars Before Sub-division No. Of Face Value Amount Shares (In Rs.) (In Rs.)

Authorized Share Capital 6,30,00,000 10 63,00,00,000

Issued, Subscribed and 4,95,00,054 10 49,50,00,540 Paid-up Capital



Particulars After Sub-division No. Of Face Value Amount Shares (In Rs.) (In Rs.)

Authorized Share Capital 31,50,00,000 2 63,00,00,000

Issued, Subscribed and 24,75,00,270 2 49,50,00,540 Paid-up Capital

Further pursuant to sub-division of Equity Share of the Company, Clause V(A) of the Memorandum of Association of the Company was amended in order to reflect the alteration in the Authorised Share Capital of the Company as aforesaid.

7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Berjis Desai as the Chairman and Mr. Parag Shah and Mr. Dharmesh Shah as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

8. DIRECTORS:

During FY 2013-14, Mr. Rahul Raisurana resigned from the Board w.e.f. November 14, 2013 as joint nominee of Standard Chartered Private Equity (Mauritius) II Limited and Standard Chartered Private Equity (Mauritius) III Limited (hereinafter collectively referred to the "SCPE"). The Board of Directors places on record its deep sense of appreciation of the valuable contributions made by Mr. Rahul Raisurana as Director. Mr. Namit Arora was appointed as nominee of SCPE w.e.f. 10.02.2014.

Pursuant to provisions of Section 161(1) of the Companies Act, 2013 Mr. Manan Shah was appointed as a Whole-time Director of the Company w.e.f. 29th May, 2014 subject to the approval of shareholders at the ensuing Annual General Meeting. Mr. Dinesh Lal was appointed as an Additional Director designated as Independent Director w.e.f. 29th May, 2014 and Mrs. Shruti Udeshi was appointed as an Additional Director designated as Non-executive Director w.e.f. 13th August, 2014. Both, Mr. Dinesh Lal and Mrs. Shruti Udeshi shall hold office up to date of ensuing Annual General Meeting of the Company. The Company has received requisite notices in writing from members proposing the candidature of Mr. Manan Shah as a Whole-time Director and of Mr. Dinesh Lal and Mrs. Shruti Udeshi as Independent Director and Non-executive Director respectively.

The Company has received declarations from all the Independent Directors (IDs) of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Board of Directors at the meeting held on May 29, 2014 has taken the same on record. The relevant provisions of the Companies Act, 2013 also provide that the IDs shall be appointed as such within a period of 12 months from April 1, 2014. Your Board has deemed it prudent and recommended to the Shareholders their appointment as ID for a period up to 5 years at the ensuing Annual General Meeting (AGM) and the Company has received requisite notices in writing from members proposing Mr. Berjis Desai, Mr. Sivaramakrishnan Iyer, Mr. Kamlesh Vikamsey, Mr. Dinesh Lal and Mr. Dharmesh Shah for appointment as Independent Directors. All IDs shall not be liable to retire by rotation. A brief resume relating to the Directors proposed to be appointed as Independent Directors is furnished in the Notice convening the Annual General Meeting. None of the above mentioned persons is disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Except Mr. Parag Shah and Mr. Manan Shah, none of the Directors are related to each other per se. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Parag Shah will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Parag Shah, being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended 31st March, 2014 and of the Profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI.

A Report on Corporate Governance together with a certificate from M/s. Rathi & Associates, Practising Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto and forms part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report.

11. INTERNAL AUDIT AND CONTROL:

M/s Aneja Associates, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

12. AUDITORS:

The Statutory Auditors of the Company, M/s G. M. Kapadia & Co., Chartered Accountants, Mumbai having Firm Registration Number 104767W shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment, if made, would be in conformity with the provisions of Section 139 of Companies Act, 2013.

As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s G. M. Kapadia & Co. Chartered Accountants as Statutory Auditor of the Company from the conclusion of ensuing AGM till the conclusion of the AGM to be held in the year 2017; subject to ratification by shareholders at each subsequent Annual General Meeting.

13. AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2014, are self-explanatory and therefore do not call for any further comments under Section 139 of the Companies Act, 2013.

14. COST AUDITORS:

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company, on recommendation of the Audit Committee, has approved the appointment of M/s Joshi Apte & Associates (Firm Registration Number 240) as Cost Auditors to conduct the audit of cost records of the Company for the financial year ending on March 31, 2015.

15. CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

16. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2014, 4,94,78,603 Equity Shares of Rs. 10/- each constituting 99.96% of the total paid up capital of the Company were in dematerialized form.

17. FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

18. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

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

Conservation of Energy:

Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is civil construction which is not an energy intensive activity. Your Directors have nothing to report as regards the disclosure of particulars of conservation of energy under section 217 (1) (e) of the Companies Act, 1956.

Technology Absorption:

The Company has been efficiently using aluminum form work, shuttering materials, hi-tech vertical transport systems at various construction sites of the Company.

20. ACKNOWLEDGMENT:

Your Board wishes to thank all shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by SEBI, BSE, NSE, NSDL, CDSL and other statutory bodies.

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s auditors, business partners and investors.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors

Parag Shah Managing Director

Place: Mumbai Suketu Shah Date : 13.08.2014 Whole-time Director


Mar 31, 2013

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting Eleventh Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS:

(Amount in Rs. Lakhs)

2012-13 2011-12

Particulars Consolidated Standalone Consolidated Standalone

Contract Revenue (Net of VAT)/ Other Operating Income 44,706.37 37,041.25 48,904.19 37,948.06

Profit before Finance Cost, Depreciation and amortization expenses, Exceptional Item and Tax expenses 8,926.09 7,817.58 11,455.00 10,950.47

Less: Finance Cost 412.97 268.71 728.72 90.45

Less: Depreciation and amortization expenses 1,796.80 1,520.16 2,475.39 2,051.15

Add: Exceptional Item - - 1,277.02 1,160.23

Profit before Tax 6,716.32 6,028.71 9,527.91 9,969.10

Less: Tax Expenses (including for previous years) 1,814.92 1,670.90 3,809.49 3,316.34

Profit after Tax and before Minority Interest 4,901.40 4,357.81 5,718.42 6,652.76

Minority Interest 88.56 - 282.12 -

Profit after Tax 4,812.84 4,357.81 5,436.30 6,652.76

Add: Profit brought forward from previous year 22,753.93 23,079.52 20,613.63 19,578.74

Profit available for appropriation 27,566.77 27,437.33 26,049.93 26,231.50

Less: Interim Dividend - - - -

Less: Proposed Dividend 1,113.75 1,113.75 2,227.50 2,227.50

Less: Corporate Dividend Tax 133.41 102.19 361.36 259.21

Less: Transfer to General Reserve 446.84 435.78 707.14 665.27

Balance carried to Balance Sheet 25,872.77 25,785.61 22,753.93 23,079.52

2. OPERATING PERFORMANCE & ONGOING PROJECTS:

Despite the challenging environment of the global as well as the Indian economy, the Company has performed reasonably well and the performance highlights are as under:

The Company achieved a turnover (net of VAT) of Rs. 37,041.25 Lakhs (on consolidated basis Rs. 44,706.37 Lakhs) during the year as against previous year''s turnover (net of VAT) of Rs. 37,948.06 Lakhs (on consolidated basis Rs. 48,904.19 Lakhs) and has earned a Profit after Tax (PAT) of Rs. 4,357.81 Lakhs (on consolidated basis Rs. 4,812.84 Lakhs) as against previous year''s Profit of Rs. 6,652.76 Lakhs (on consolidated basis Rs. 5,436.30 Lakhs).

The Company has been gradually moving from pure Engineering, Procurement and Construction (EPC) to a mix of EPC & Asset Ownership. During the FY 2012-13, the Company''s subsidiary, Manaj Tollway Pvt. Ltd., signed a concession agreement with Maharashtra Public Works Department (PWD) for executing a Road project on DBFOT (Design-Build-Finance-Operate-Transfer) basis; the estimated cost of which is Rs. 358 crore. The Company has also been gradually increasing its focus on real estate segment. The Company has partnered with Chandak Group for executing a real estate development project in Mulund, Mumbai, under the name Man Chandak Developers Pvt. Ltd. Man Realtors and Holding Private Ltd., a wholly owned subsidiary of the Company is also executing development/ redevelopment projects in Mumbai.

3. DIVIDEND:

Considering the performance of the Company in the current market scenario, your Directors have recommended a Final Dividend of Rs. 2.25 per share (i.e. 22.5 %) on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2013.

The dividend payout including dividend distribution tax for the year under review will be Rs. 1,215.94 Lakhs. The Company''s dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Company''s growth.

4. SUBSIDIARIES:

A. MAN PROJECTS LTD. (MPL):

MPL achieved a turnover (net of VAT) of Rs. 2,623.55 Lakhs as against previous year''s turnover of Rs. 3,945.39 Lakhs and earned a Profit after Tax (PAT) of Rs. 110.65 Lakhs as against previous year''s Profit after Tax of Rs. 382.10 Lakhs.

B. MANAJ INFRACONSTRUCTION LTD. (MAIL):

MAIL achieved a turnover (net of VAT) of Rs. 5,890.90 Lakhs as against previous year''s turnover of Rs. 7,979.15 Lakhs and earned a Profit after Tax (PAT) of Rs. 143.75 Lakhs as against previous year''s Profit after Tax of Rs. 424.71 Lakhs.

C. MAN NIRMAL INFRACONSTRUCTION LTD. (MNIL):

On 26th June 2012, the Company acquired remaining 13000 (26%) equity shares from Nirmal group making MNIL a wholly owned subsidiary of the Company. During the year under review, MNIL achieved total income of Rs. 1.02 Lakhs and suffered a net loss of Rs. 0.75 Lakh as against previous year''s net loss of Rs. 1.45 Lakhs.

D. MAN REALTORS AND HOLDINGS PRIVATE LTD. (MRHPL):

MRHPL achieved total income of Rs. 15.90 Lakhs as against previous year''s total income of Rs. 91.05 Lakhs and earned a Profit after Tax (PAT) of Rs. 0.71 Lakh as against previous year''s Profit after Tax of Rs. 48.80 Lakhs.

On 1st July, 2012, MRHPL entered into a partnership firm namely M/s. S. M. Developers and became 50% partner along with the then existing partners. The said firm is engaged in the business of real estate development.

E. MAN CHANDAK DEVELOPERS PRIVATE LTD. (MCDPL):

On 3rd April, 2012, the Company issued and allotted fresh equity shares to existing shareholders as well as new applicants; resulting in reduction in shareholding of Man Infraconstruction Ltd. to 45%, consequent upon which MCDPL ceased to be a subsidiary of Man Infraconstruction Ltd. w.e.f. 3rd April, 2012. Further Man Infraconstruction Ltd. transferred 10 shares on 1st June, 2012 and 2,490 shares on 2nd July, 2012; resulting in reduction in its shareholding to 35%.

MCDPL is engaged in the business of development and construction of Real Estate. The Company has purchased land at Nahur, Mumbai. As of the year-end the conceptualization of the project is in process. MCDPL achieved income of Rs. 0.10 Lakhs as against previous year''s income of Rs. 0.13 Lakhs and suffered a loss of Rs. 64.13 Lakhs as against previous year''s loss of Rs. 15.49 Lakhs.

F MANAJ TOLLWAY PRIVATE LTD. (MTPL):

MTPL was incorporated on 18th November, 2011 as a joint venture between your Company and Ajwani Infrastructure Private Ltd. (AIPL) holding 64% and 36% respectively, for undertaking four lanning to Hadapsar Saswad Belsar Phata Road, S.H. 64, at Taluka Purandar, District Pune and such other additional or incidental works on ''Design - Build - Finance - Operate - Transfer'' (DBFOT) basis for ''Public Works Department'' (PWD), Government of Maharashtra. On 17th May, 2012, the Company transferred 1% equity to Manaj Infraconstruction Ltd.; which is also a subsidiary of the Company.

MTPL achieved the financial closure for the Project and has commenced the work in the last Quarter of FY 2012-13. During the financial year, MTPL issued and allotted Equity and Preference shares in accordance with financing plan for the Project and the Company continues to hold 63% of the share capital of MTPL. MTPL achieved income of Rs. 2.05 Lakhs as against previous year''s income of Rs. NIL and suffered a net loss of Rs. 4.32 Lakhs as against previous year''s net loss of Rs. 15.12 Lakhs.

G. MAN GLOBAL HOLDINGS LTD. (MGHL):

MGHL is a Wholly-owned Subsidiary of the Company incorporated in the Jebel Ali Free Zone Authority, UAE. The said foreign subsidiary is yet to commence its operations.

H. AM REALTORS PRIVATE LTD. (ARPL):

On 3rd January, 2013, the Company acquired 50,000 Equity Shares of Rs. 10 each constituting 100% of the total paid-up capital making AM Realtors Private Ltd. a wholly owned subsidiary of the Company.

ARPL achieved income of Rs. 0.36 Lakh as against previous year''s income of Rs. 0.28 Lakh and earned a Profit after Tax (PAT) of Rs. 0.07 Lakh as against previous year''s Profit after Tax of Rs. 0.04 Lakh.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs; from attaching the Annual Accounts of its subsidiaries vide its Board''s approval on 30th May, 2013.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company and its Subsidiaries.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements comprising of the audited financial statements received from subsidiary companies as well as audited financial statements of MICL, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard (AS-21- Consolidated Financial Statements) read with Accounting Standard (AS-27 - Financial Reporting of interest in Joint Ventures). As on 31st March, 2013, the Profit after tax and minority interest as per consolidated accounts is Rs. 4,812.84 Lakhs.

6. DIRECTORS:

Mr. Berjis M. Desai was appointed as a Non-Executive and Independent Director on the Board w.e.f. 28th May, 2012 and as Chairman of the Company w.e.f. 8th August, 2012. Mr. Pramod Chaudhari, Ex-chairman and Independent Director, retired by rotation at the previous Annual General Meeting of the Company held on 8th August, 2012.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Suketu Shah and Mr. Dharmesh Shah, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Suketu Shah and Mr. Dharmesh Shah, both being eligible, have offered themselves for re-appointment. The Board recommends the re- appointment of both of the above named Directors.

The information to shareholders pursuant to Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of companies in which Mr. Suketu Shah and Mr. Dharmesh Shah hold Directorship/Membership of Board Committees and their Shareholding in the Company respectively has been annexed to the Notice convening the Annual General Meeting.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended 31st March, 2013 and of the Profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Report on Corporate Governance together with a certificate from M/s. Rathi & Associates, Practising Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto and forms part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report.

9. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates, Chartered Accountants, Mumbai, Internal Auditors of the Company, carried out audit on various expense heads, site and inventory management, verification of ERP records and controls, etc. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

10. AUDITORS:

The Statutory Auditors of the Company, M/s G. M. Kapadia & Co., Chartered Accountants, Mumbai having Firm Registration Number 104767W shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s G. M. Kapadia & Co. Chartered Accountants as Statutory Auditor of the Company.

11. AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2013, are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

12. CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

13. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on 31st March, 2013, 4,94,65,553 Equity Shares of Rs. 10/- each constituting 99.93% of the total paid up capital of the Company were in dematerialized form.

14. FIXED DEPOSITS:

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

15. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

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

Conservation of Energy:

Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is civil construction which is not an energy intensive activity. Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 is not applicable to the Company.

Technology Absorption:

The Company has been efficiently using aluminum formwork, shuttering materials, hi-tech vertical transport systems at various construction sites of the Company.

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. 0.72 Lakhs as against Rs. 24.01 Lakhs in previous year on Revenue Account and Rs. NIL as against Rs. 351.54 Lakhs in previous year on Capital Account.

(ii) Foreign Exchange Inflow Rs. NIL.

17. ACKNOWLEDGMENT:

The relationship of the Company with the employees at all the levels continues to be cordial and healthy Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co- operation received from Government, Bankers, Financial Institutions, Shareholders, suppliers, associates & sub-contractors and looks forward to their continued support.

For and on behalf of the Board of Directors

Parag K. Shah

Managing Director

Place: Mumbai Suketu R. Shah

Date: 30th May, 2013 Whole-time Director


Mar 31, 2012

The Directors have pleasure in presenting Tenth Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

(In Rs. Lakhs)

Particulars 2011-12 2010-11

Consolidated Standalone Consolidated Standalone

Contract Revenue (Net of Vat)/Other 48,904.19 37948.06 60,460.20 51,876.12 Operating Income

Profit before Finance Cost, 11,474.19 10,968.64 11,741.93 11,019.62 Depreciation and amortization expenses, Excep tional Item and Tax expenses

Less: Finance Cost 716.07 81.45 534.20 69.75

Less: Depreciation and amortization 2,475.39 2,051.15 2,128.85 1,584.00 expenses

Add: Exceptional Item 1,27702 1,160.23 - -

Profit before Tax 9,559.75 9,996.27 9,078.88 9,365.87

Less: Tax Expenses (including for 4,192.93 3,65707 2,89796 2,786.20 previous years)

Deferred Tax (351.60) (313.56) (140.54) (81.92)

Profit after Tax and before Minority 5,718.42 6,652.76 6,321.46 6,661.59 Interest

Minority Interest 282.12 - 59.93 -

Profit after Tax 5,436.30 6,652.76 6,261.53 6,661.59

Add: Profit brought forward from 20,613.63 19,578.74 17100.19 15,56734 previous year

Profit available for appropriation 26,049.93 26,231.50 23,361.72 22,228.93

Less: Interim Dividend - - 891.00 891.00

Less: Proposed Dividend 2,22750 2,22750 891.00 891.00

Less: Corporate Dividend Tax 361.37 259.21 292.53 202.03

Less: Transfer to General Reserve 70714 665.27 673.56 666.16

Balance carried to Balance Sheet 22,753.92 23,079.52 20,613.63 19,578.74

2. OPERATING PERFORMANCE

Despite the challenging environment of the global economy, the Company has performed reasonably well and the performance highlights are as under:

The Company achieved a turnover (net of Vat) of Rs. 37948.06 Lakhs (on consolidated basis Rs. 48,904.19 Lakhs) during the year as against previous year's turnover (net of Vat) of Rs. 51,876.12 Lakhs (on consolidated basis Rs. 60,460.20 Lakhs) and has earned a Profit After Tax (PAT) of Rs. 6,652.76 Lakhs (on consolidated basis Rs. 5,436.30 Lakhs) reflecting marginal decrease by 0.13% over previous year's Profit of Rs. 6,661.59 Lakhs (on consolidated basis Rs. 6,261.53 Lakhs).

3. FUTURE PROSPECTS AND TIE-UPS

To strengthen the Company's expertise in the marine infrastructure segment, the Company has signed a MoU with STFA, a Turkish multinational contracting giant offering fully integrated port construction services and is looking forward to explore the opportunities in the field of port and marine construction in India. The strategy of the Company shall be to judicially bid for the Projects which fall within the business plan and strategy of the Company

4. DIVIDEND

Your Directors have recommended a Dividend of Rs. 4.50 per share (i.e. 45%) on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2012.

The dividend payout including dividend distribution tax for the year under review will be Rs. 2,486.71 Lakhs. The Company's dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Company's growth.

5. SUBSIDIARIES

A) Man Projects Limited (MPL):

MPL achieved a turnover (net of VAT) of Rs. 3,945.39 Lakhs reflecting increase by 31.64% as against previous year's turnover of Rs. 2,99718 Lakhs and earned a Profit After Tax (PAT) of Rs. 382.10 Lakhs reflecting increase by 416.21% as against previous year's Profit After Tax of Rs. 74.02 Lakhs.

B) Manaj Infraconstruction Limited (MAIL) (Formerly known as Man Ajwani Infraconstruction Limited):

MAIL achieved a turnover (net of VAT) of Rs. 7979.15 Lakhs reflecting increase by 56.63% as against previous year's turnover of Rs. 5,094.32 Lakhs and earned a Profit After Tax (PAT) of Rs. 424.71 Lakhs reflecting increase by 291.45% as against previous year's Profit After Tax of Rs. 108.50 Lakhs.

C) Man Nirmal Infraconstruction Limited (MNIL):

On 25th February 2011, the Board of Directors of MNIL decided to discontinue its construction activity and approved plan for disposal of assets and liabilities relating to this activity. Accordingly all the assets and inventory of surplus materials were disposed off and other current assets and liabilities are shown at their realisable value. As at 31st March, 2012, the carrying amount of all the assets and all the liabilities relating to this activity are at their realisable value. The Company being holding Company of MNIL, has committed to provide the necessary level of support in order to enable MNIL to continue

as a going concern till such time as it realizes its assets and settles its liabilities and commences the new business activities.

D) Man Realtors and Holdings Pvt. Limited (MRHPL):

MRHPL achieved income of Rs. 91.05 Lakhs as against previous year's income of Rs. 34.94 Lakhs and earned a Profit After Tax (PAT) of Rs. 48.80 Lakhs as against previous year's Profit After Tax of Rs. 34.42 Lakhs.

E) Man Chandak Developers Pvt. Limited (MCDPL):

Man Realtors and Holdings Pvt. Limited, a wholly owned subsidiary of the Company; acquired 1,250 Equity Shares (45.45% of the paid-up Equity Share Capital) of Rs. 100/- each of MCDPL on 6th May 2011 and further 2,250 Equity Shares of Rs. 100/- each of MCDPL on 23rd May 2011 aggregating to 70% of the paid- up Equity Share Capital of MCDPL. Accordingly, MCDPL became a step down subsidiary of the Company On 1st October 2011, in order to streamline the structure of MCDPL, the Company acquired 3,500 Equity Shares of MCDPL aggregating to Rs. 350,000 from Man Realtors and Holdings Pvt. Limited. Thus, on 1st October 2011, MCDPL became a direct subsidiary of the Company MCDPL is engaged in the business of development and construction of real estate. As of the year end, the conceptualization of the Project is progressing.

On 3rd April, 2012, MCDPL issued and allotted new equity shares resulting in reduction of shareholding of the Company to 45%. Accordingly MCDPL ceased to be a subsidiary of the Company w.e.f 3rd April, 2012.

F) Manaj Tollway Pvt. Limited:

Manaj Tollway Pvt. Limited was incorporated on 18th November, 2011 as a joint venture between the Company and Ajwani Infrastructure Pvt. Limited ("AIPL") holding 64% and 36% respectively, for undertaking four lanning to Hadapsar Saswad Belsar Phata Road, S.H. 64, at Taluka Purandar, District Pune and such other additional or incidental works on "Design-Build-Finance- Operate-Transfer" (DBFOT) basis for 'Public Works Department' (PWD), Government of Maharashtra. On 17th May 2012, the Company transferred 1% equity to Manaj Infraconstruction Limited; which is also a subsidiary of the Company.

G) Man Global Holdings Limited:

The Company in order to look for growth opportunities in global arena, incorporated a Wholly-owned Subsidiary under Jebel Ali Free Zone Authority UAE on 11th December, 2011. The incorporation of the said foreign subsidiary is the first step taken by the Company towards globalization. The said foreign subsidiary is yet to commence its operations.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February 2011 issued by the Ministry of Corporate Affairs, from attaching the Annual Accounts of its subsidiaries vide Board resolution dated 28th May, 2012.

The Company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company and its Subsidiaries.

6. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements comprising of the audited financial statements received from subsidiary companies as well as audited financial statements of holding Company as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard (AS-21- Consolidated Financial Statements) read with Accounting Standard (AS-27 - Financial Reporting of interest in Joint Ventures). As on 31st March, 2012, the Profit after tax and minority interest as per consolidated accounts is Rs. 5,436.30 Lakhs.

7. DIRECTORS

The term of office of Mr. Parag K. Shah and Mr. Suketu R. Shah as Managing Director and Whole-time Director respectively expired on 31st March, 2012. The Remuneration Committee and the Board of Directors at their respective meetings held on 28th May, 2012 have recommended their re-appointment as Managing Director and Whole-time Director respectively pursuant to the provisions of Section 198, 269, 309, 310 read with Section I of Part II of Schedule XIII of the Companies Act, 1956.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Pramod Chaudhari and Mr. Kamlesh Vikamsey, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Kamlesh Vikamsey being eligible, has offered himself for re-appointment whereas Mr. Pramod Chaudhari has expressed his intention not to offer himself for re- appointment. The Members of the Board placed on record their deep sense of appreciation for the services rendered by Mr. Pramod Chaudhari during his tenure.

Mr. Berjis M. Desai was appointed as an Additional and Independent Director on the Board w.e.f. 28th May 2012. Mr. Berjis Desai is the Managing Partner of J. Sagar Associates, a National Law Firm and has been in practice for last 32 years. He is on the Board of various listed Companies. The Company has received a notice along with requisite deposit from a Member pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Berjis M. Desai for the office of Director of the Company

The information to shareholders pursuant to Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. Parag K. Shah, Mr. Suketu R. Shah, Mr. Berjis Desai and Mr. Kamlesh Vikamsey are Directors respectively has been provided in the Annual Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended 31st March, 2012 and of the Profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance together with a certificate from M/s Rathi & Associates, Practicing Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto and forms part of this Report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this Report.

10. INTERNAL AUDIT AND CONTROL

M/s. Aneja Associates, Chartered Accountants, Mumbai, Internal Auditors of the Company have carried out audit on the Accounts and Finance in respect of validation of Balance Sheet items, ledger scrutiny, physical verification of investments, statutory compliances for filing of returns w.r.t. TDS, VAT, ST, MVAT, PF, PT, etc. and HR and construction sites w.r.t. work flow analysis, etc. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

11. AUDITORS

The Statutory Auditors of the Company M/s G.M. Kapadia & Co., Chartered Accountants, Mumbai shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company and furnished to the Company a certificate that their appointment, if made, would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

12. AUDITORS' REPORT

The Statutory Auditors have commented in their Report w.r.t. the Exceptional Item of Rs. 1,160.23 Lakhs (Rs. 1,277.02 Lakhs on Consolidated basis) arising out of management statements made during the proceedings initiated by the Income- tax authorities under Section 132/133A of the Income Tax Act, 1961and their inability to obtain satisfactory supporting and to express any opinion thereon.

The exceptional item has resulted from the accounting effect (net of expenses) given to the statements made during the course of aforesaid proceedings, which relate to both, current and previous financial years. The tax payable on such income resulting there from had been provided for in the accounts and the final assessments are in progress. The Company has taken steps to further strengthen the internal control system for generation and disposal of scrap.

Apart from above, the observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2012, are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

13. DEPOSITORY SYSTEM

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2012, 99.88% of the Equity Shares of the Company were in dematerialized form.

14. POSTAL BALLOT

During the financial year under review, the Company had obtained Shareholders' approval on 27th September, 2011 through Postal Ballot for the following:

a. Authorizing Board of Directors to suitably modify vary or alter the Objects and the use of the proceeds of Initial Public Offering apart from those mentioned in the Prospectus dated 25th February 2010 by way of an Ordinary Resolution; and

b. Authorizing Board of Directors of the Company to make Investments, give loans and guarantees or provide securities in excess of the limits prescribed by the provisions of Section 372A of the Act by way of Special Resolution.

15. UTILISATION OF IPO PROCEEDS

During FY 2009-10, your Company had come up with an Initial Public Offering to the tune of Rs. 141.75 Crores. The Company had obtained members approval vide Resolution passed by way of Postal Ballot on 27th September, 2011 to authorize the Board of Directors of the Company to decide, alter, vary, revise and finalize the IPO proceeds apart from the objects mentioned in the Prospectus. The details of utilization of issue proceeds as on 31st March, 2012 were placed before the members of Audit Committee and the same has been taken on record by Board of Directors of the Company

16. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from the public.

17. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

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

Conservation of Energy:

Conservation of energy is an ongoing process in the activities of the Company The core activity of the Company is civil construction which is not an energy intensive activity. Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 is not applicable to the Company

Technology Absorption:

The Company has been efficiently using MIVAN and MASCON aluminum formwork acquired during the FY 2011-12. Further the Company is planning to use more advanced systems in shuttering materials. The Company has started using hi-tech

Tower Cranes having capacity to shift construction materials up to 400 mtr.

The Company is also planning to acquire hi-tech vertical transport system for under- construction sites.

Information about Foreign Exchange Earnings and Outgo:

(i) Foreign Exchange Outgo Rs. 24.01 Lakhs as against Rs. 756.25 Lakhs in previous year on Revenue Account and Rs. 351.54 Lakhs as against Rs. 858.77 Lakhs in previous year on Capital Account.

(ii) Foreign Exchange Inflow Rs. NIL.

19. ACKNOWLEDGMENT

The relationship of the Company with the employees at all the levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co-operation received from the Government, Bank, Financial Institutions, Shareholders, Suppliers, Associates & Sub-contractors and looks forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai PARAG K. SHAH SUKETU R SHAH

Date: 28th May, 2012 Managing Director Whole-time Director


Mar 31, 2011

The Directors have pleasure in presenting Ninth Directors Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS (Amount in Rs. Lakhs)

Particulars 2010-11 2009-10

Contract Revenue(Net of Vat) /Other Operating Income 51,876.12 45,773.26

Profit before depreciation and tax 10,949.86 13,063.26

Less: Depreciation 1,584.00 1,716.25

Profit before Tax 9,365.86 11,347.01

Less: Income Tax 2,783.87 3,965.53

Deferred Tax (81.92) (242.46)

Wealth Tax 2.69 2.72

Profit after Tax 6,661.22 7,621.22

Add: Balance in Profit & Loss Account brought forward 15,567.33 11,172.19

Less: Short/(excess) Provision for Taxation previous year (0.37) (69.51)

Less: Other prior period adjustment - 2.57

Profit available for appropriation 22,228.92 18,860.35

APPROPRIATION

Less: Interim Dividend 891.00 1,316.25

Less: Proposed Dividend 891.00 891.00

Less: Corporate Dividend Tax 202.02 316.95

Less: Transfer to General Reserve 666.16 768.82

Balance carried forward to Balance Sheet 19,578.74 15,567.33

2. OPERATING PERFORMANCE

The Company has achieved a turnover (net of Vat) of Rs. 51,876.12 Lakhs during the year which is higher by 13.33% than the previous years turnover (net of Vat) of Rs. 45,773.26 Lakhs and has earned a Profit after Tax (PAT) of Rs. 6,661.22 Lakhs reflecting decrease by 12.60% over previous years profit of Rs. 7,621.22 Lakhs.

3. FUTURE PROSPECTS / TIE UPS

The Company on 23rd February, 2011, has signed a Memorandum of Understanding (MOU) with STFA, a Turkish multinational Infraconstruction Contractor. The Company looks forward to explore the opportunities in the field of port and marine construction in India by combining the synergies of both the organizations in future.

4. DIVIDEND

The Directors recommend payment of Final Dividend of Rs. 1.80 per share (i.e. 18%) on the equity shares of Rs. 10/- each. Your Directors had, declared an Interim Dividend of Rs. 1.80 per equity share on 11th November, 2010. The Total Dividend comprising of Interim and Final Dividend is Rs. 3.60 per equity share for the year under review.

The dividend payout including dividend distribution tax for the year under review will be Rs. 1,984.02 Lakhs (including Interim Dividend). The Companys dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Companys growth.

5. SUBSIDIARIES

A) MAN PROJECTS LIMITED (MPL)

MPL achieved a turnover (net of Vat) of Rs. 2,997.18 Lakhs as against previous years turnover of Rs. 6,428.89 Lakhs and earned a Profit after Tax (PAT) of Rs. 76.08 Lakhs as against previous years Profit after Tax of Rs. 2,051.73 Lakhs.

B) MAN AJWANI INFRACONSTRUCTION LTD (MAIL)

MAIL achieved a turnover (net of Vat) of Rs. 5,094.32 Lakhs as against previous years turnover of Rs. 2,314.02 Lakhs and earned a Profit after Tax (PAT) of Rs. 108.50 Lakhs as against previous years Loss after Tax of Rs. 84.80 Lakhs.

C) MAN NIRMAL INFRACONSTRUCTION LIMITED (MNIL)

MNIL achieved a turnover (net of Vat) of Rs. 781.64 Lakhs as against previous years turnover of Rs. 444.81 Lakhs and earned a Profit after Tax (PAT) of Rs. 26.81 Lakhs as against previous years Profit after Tax of Rs. 24.31 Lakhs.

On 25th February 2011, the Board of Directors of MNIL decided to discontinue its construction activity and approved plan for disposal of assets and liabilities relating to this activity. Accordingly, all the assets and inventory of surplus materials were disposed off and other current assets and liabilities are shown at its realizable value. As at 31st March, 2011, the carrying amount of all the assets and all the liabilities relating to this activity are at its realizable value. The Company being holding Company of MNIL, has committed to provide the necessary level of support in order to enable MNIL to remain in existence and continue as a going concern till such time as it realizes its assets and settles its liabilities and commence the new activity.

D) MAN REALTORS AND HOLDINGS PRIVATE LIMITED (MRHPL)

During the year under review, MICL acquired 4,296,625 (100%) Equity Shares of Rs. 10/- each of Man Realtors and Holdings Private Limited, making it a wholly-owned subsidiary of the Company.

MRHPL achieved income of Rs. 34.94 Lakhs as against previous years income of Rs. 138.58 Lakhs and earned a Profit after Tax (PAT) of Rs. 30.75 Lakhs as against previous years Profit after Tax of Rs. 114.45 Lakhs.

The Company has availed exemption pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, from attaching the Annual Accounts of its subsidiaries vide Board resolution dated 25th May, 2011. However, a statement on details of subsidiaries pursuant to Section 212 (1) (e) of the Companies Act, 1956, as on 31st March, 2011 is attached to the accounts of the Company. The Company

undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by the shareholders at the Head office of the Company and its Subsidiaries.

Man Realtors and Holdings Private Limited, a wholly owned subsidiary of the Company; acquired 1,250 Equity Shares (45.45% of the paid-up Equity Share Capital) of Rs. 100/- each of Man Chandak Developers Private Limited on 6th May, 2011 and 2,250 Equity Shares (70% of the paid-up Equity Share Capital) of Rs. 100/- each of Man Chandak Developers Private Limited on 23rd May, 2011. Accordingly, Man Chandak Developers Private Limited has become a subsidiary of the Company under Section 4 (1) (c) of the Companies Act, 1956.

6. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements comprising of the audited financial statements received from subsidiary companies as well as audited financial statements of MICL, as approved by their respective Board of Directors, have been prepared in accordance with the Accounting Standard (AS-21-Consolidated Financial Statements) read with Accounting Standard (AS-27-Financial Reporting of interest in Joint Ventures). As on 31st March, 2011, the Profit after tax and minority interest as per consolidated accounts is Rs. 6,259.71 Lakhs.

7. DIRECTORS

During the year under review, the composition of the Board of Directors remained unchanged.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Parag K. Shah and Mr. Sivaramakrishnan S. Iyer, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The information to shareholders as per Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. Parag K. Shah and Mr. Sivaramakrishnan S. Iyer respectively are Directors etc. has been provided in the Annual Report.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the Directors have approved 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 ended 31st March, 2011 and of the profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Report on Corporate Governance along with a certificate from M/s Rathi & Associates, Practising Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

10. INTERNAL AUDIT AND CONTROL

M/s. Aneja Associates, Chartered Accountants, Mumbai, Internal Auditors of the Company, carried out audit on the performance and operational functions of the Company namely Asset Management, Payroll processing, HR, Accounts and Finance, etc. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

11. AUDITORS

The Statutory Auditors of the Company, M/s G. M. Kapadia & Co. Chartered Accountants, Mumbai shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

12. AUDITORS REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2011, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

13. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from the public.

14. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors Report.

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

CONSERVATION OF ENERGy

Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is civil construction which is not an energy intensive activity. Disclosure of particulars with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 is not applicable to the Company.

TECHNOLOGy ABSORPTION

The Company has started efficiently using MIVAN and MASCON aluminum formwork acquired during the FY 2010-11. Further the Company is planning to use more advanced systems in shuttering materials such as ULMA, German Formwork and MEVA. The Company has purchased hi-tech Tower Cranes from Liebherr, Germany having capacity to shift construction materials from ground level up to the 400 mtr. The Company is also planning to acquire hi-tech vertical transport system for under-construction sites from GEDA and ALIMEK.

INFORMATION ABOUT FOREIGN ExCHANGE EARNINGS AND OUTGO

(i) Foreign Exchange outgo Rs. 576.11 Lakhs as against Rs. 12.90 Lakhs in previous year on Revenue Account and Rs. 1,038.92 Lakhs as against Rs. NIL in previous year on Capital Account.

(ii) Foreign Exchange inflow Rs. Nil

16. ACKNOWLEDGMENT

The relationship of the Company with the employees at all the levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co-operation received from the Government, Bankers, Financial Institutions, Shareholders, suppliers, associates & sub-contractors and looks forward to their continued support.

For and on behalf of the Board of Directors

Parag K. Shah Suketu R. Shah

Managing Director Whole-time Director

Place: Mumbai Date: 25th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting its Eighth Annual Report on the operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars 2009-10 2008-09

Contract Revenue (Net of Vat) /Professional Fees 45,684.54 50,950.51

Profit before depreciation and 13,063.26 13,072.72 tax

Less: Depreciation 1,716.25 1,507.62

Profit before Tax 11,347.01 11,565.10

Less: Income Tax 3,965.53 4,021.01

Deferred Tax (242.46) 142.65

Wealth Tax 2.72 2.91

Fringe Benefit Tax -- 12.39

Profit After Tax 7,621.22 7,386.15

Add: Balance in Profits. Loss Account brought forward 11,172.19 5,902.78

Less: Short/(excess) Provision (69.51) 25.97 for Taxation previous year

Less: Other Prior period 2.57 48.83 adjustment

Profit available for 18,860.35 13,214.12 appropriation

APPROPRIATION

Less: Interim Dividend 1,316.25 1,114.00

Less: Proposed Dividend 891.00 -

Less: Corporate Dividend Tax 316.95 189.32

Less: Transfer to General 768.82 738.61 Reserve

Balance carried forward to 15,567.33 11,172.19 Balance Sheet

2. OPERATING PERFORMANCE:

The company has achieved a turnover (net of Vat) of Rs. 45,684.54 lakhs during the year which is lower by 10.34% than the previous years turnover (net of Vat) of Rs. 50,950.51 lakhs due to a significant number of assignments/contracts being on free supply basis where the client provides cement, steel and other materials, and has earned a profit after Tax (PAT) of Rs. 7,621.22 lakhs reflecting an increase of 3.18% over previous years profit of Rs. 7,386.14 lakhs.

3. DIVIDEND:

The Directors recommend payment of final Dividend of Rs. 1.80/- per share (i.e. 18%) on 49,500,054 Equity Shares of Rs.10/- each. Your Directors had, declared an Interim Dividend of Rs. 4.50 per equity share on 31st July, 2009. The total Dividend works out to Rs. 6.30 per equity share for the year under review.

The dividend payout including dividend distribution tax for the year under review will be Rs. 2,524.20 lakhs (including Interim Dividend). The Companys dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Companys growth.

4. INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the Company was increased from Rs.4,000 lakhs (Rupees Four Thousand lakhs only) divided into 4,00,00,000 (Four Hundred lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 6,300 lakhs (Rupees Six Thousand Three Hundred lakhs only) divided into 6,30,00,000 (Six Hundred Thirty lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each with effect from 5,h October, 2009.

5. BONUS SHARES:

Considering the profitability of the Company and its reserves and surplus position, the Board of Directors recommended issue of Bonus Shares and the members in their meeting held on 5th October, 2009 approved the issue and allotment of Bonus Shares in the ratio of 1 (One) New Equity Share for every 2 (Two) existing equity shares held by a member on 6th October, 2009 (Record date). Accordingly, 14,624,950 Equity Shares were allotted as Bonus shares on 7th October, 2009.

6. INITIAL PUBLIC OFFERING:

The Company with a view to raise funds for purchase of capital equipments for implementation of various projects under execution and consideration and general corporate purpose, made an Initial Public Offering (IPO) of 56,25,204 equity shares of Rs. 107- each for cash at a price of Rs. 252/- per equity share including a premium of Rs. 242/- per equity share aggregating to Rs. 14,175.51 lakhs. The IPO opened on 18th February, 2010 and closed on 22nd February, 2010. The IPO received an overwhelming response and was oversubscribed by more than 62 times. The allotment of the shares were made on 4th March, 2010. The equity shares, offered through this IPO, are listed at the National Stock Exchange of India Limited ("NSE") and the Bombay Stock Exchange Limited ("BSE") and trading commenced from 11th March, 2010. The closing price of equity shares on the National stock exchange on the listing date was Rs. 349.85 which was 38.83% above the issue price.

7. SUBSIDIARIES:

MAN PROJECTS LIMITED (MPL):

MPL achieved a turnover (net of Vat) of Rs. 6,428.89 lakhs during the year which is lower by 17.25% than the previous years turnover (net of Vat) of Rs. 7,768.74 lakhs and earned a profit after Tax (PAT) of Rs. 2,051.73 lakhs which was up by 62.80% over the previous years profit after Tax of Rs. 1,260.27 lakhs.

MAN AJWANI INFRACONSTRUCTION LIMITED (MAIL):

MAIL has achieved a turnover (net of Vat) of Rs. 2,314.02 lakhs during the year and has made loss of Rs. 84.81 lakhs.

During the year under review, your Company acquired further 288,000 Equity Shares of Rs. 10/- each of MAIL.

MAN NIRMAL INFRACONSTRUCTION LIMITED (MNIL):

During the year under review, your Company promoted a new Company in the name of Man Nirmal Infraconstruction Limited ("MNIL") in joint venture with Nirmal Construction Private Limited ("NGPL") to undertake the construction projects of Nirmal Group and also to undertake other projects with mutual consent. MNIL was incorporated on 1s October, 2009 in which your Company and NCPL holds 74% and 26% equity shares respectively. The total turnover for the period ended 31st March, 2010 was Rs. 444.81 lakhs and Profit after tax (PAT) of Rs. 24.31 lakhs.

Consolidated financial statements of the Company along with financial statement of its aforesaid subsidiaries and auditors report theredn are also annexed to the accounts of the Company. A statement on details of subsidiaries pursuant to Section 212 of the Companies Act, 1956, as on 31st March, 2010 is attached to the accounts of the Company.

Your Company acquired 27,92,807 Equity Shares (65% of the paid-up Equity Share Capital) of Rs. 10/- each of Man Realtors and Holdings Private Limited ("MRHPL") on 7th April, 2010. Accordingly, MRHPL became a subsidiary of the Company. Further pursuant to approval of Board of Directors, the Company will acquire balance 35% equity shares of MRHPL and accordingly MRHPL will become 100% subsidiary of the Company.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements based on the financial statements received from subsidiary companies, as approved by their respective board of directors, have been prepared in accordance with the Accounting Standard (AS-21 - Consolidated Financial Statements) read with Accounting Standard (AS-27 -

Financial Reporting of interest in Joint Ventures). Profit after tax and minority interest as per consolidated accounts is Rs. 8,816.73 lakhs.

9. DIRECTORS:

During the year under review, Mr. Kamlesh S. Vikamsey was appointed by the Board as an Additional Director w.e.f. 5m October, 2009. The Company has received a notice along with requisite deposit, from a Member pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Kamlesh S. Vikamsey for the office of Director of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Dharmesh R. Shah and Mr. Suketu R. Shah, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

The information to shareholders as per Clause 49 of the Listing Agreement pertaining to brief resume, expertise in functional areas, names of companies in which Mr. Dharmesh R. Shah and Mr. Suketu R. Shah are Directors etc. is being provided separately in the Report on Corporate Governance of this Annual Report.

10. DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have approved 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 ended 31st March, 2010 and of the profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on Corporate Governance along with a certificate from M/s Rathi & Associates, Practising Company Secretaries, Mumbai, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges along with the report of Corporate Governance is annexed hereto and forms part of this report. The Management Discussion and Analysis Report on the operations of the Company as required under the Listing Agreement with the Stock Exchanges is also annexed hereto and forms part of this report.

12. INTERNAL AUDIT AND CONTROL

During the financial year, the Company appointed M/s. Aneja Associates, Chartered Accountants, Mumbai as internal Auditor. The findings of the Internal Auditors are being discussed on an on-going basis in the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

13. AUDITORS:

The Statutory Auditors of the Company, M/s G. M. Kapadia & Co. Chartered Accountants, Mumbai shall hold office till conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of Companies Act, 1956.

14. AUDITORS REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

15. FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposit from the public.

16. PARTICULARS OF EMPLOYEES:

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. None of the employees listed in the said annexure is related to any Director of the Company.

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

Conservation of Energy:

Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is civil construction which is not an energy intensive activity. Considering the nature of the activity of the Company, your Directors have nothing further to disclose with respect to conservation of energy required under Section 217 (1) (e) of the Companies Act, 1956 is not applicable to the Company.

Technology Absorption:

The Company has acquired state of art formwork technology for speedier and efficient construction compared to conventional shuttering materials from STEN, Spain. The company has also started efficiently using MIVAN aluminium formwork acquired during the financial year 2009-10. Further the Company is planning to use more advanced systems in shuttering materials such as DOKA and PERI.

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. 12.90 lakhs on Revenue Account & Rs. NIL on Capital Account

(ii) Foreign Exchange Inflow Rs. NIL

18. ACKNOWLEDGMENT

The relationship with employees at all levels continued to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges with gratitude the support and co-operation given by all the stakeholders and the Government, Bankers, Financial Institutions, Shareholders, suppliers, associates & sub-contractors and looks forward to their continued support.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

PARAG K. SHAH SUKETU R. SHAH MANAGING DIRECTOR EXECUTIVE DIRECTOR

Place: Mumbai Date: 25th May, 2010


Mar 31, 2009

The Directors have pleasure in presenting the Seventh Annual Report on the operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

2008-09 2007-08

Particulars (Rs.) (Rs.)

Work Done /Professional Fees 5,283,519,572 2,342,746,574

Profit before depreciation and tax 1,307,272,332 533,306,308

Less: Depreciation 150,762,301 54,978,817

Profit before Tax 1,156,510,031 478,327,491

Less: Income Tax 402,100,646 158,398,863

Deferred Tax 14,265,341 --

Wealth Tax 290,540 223,064

Fringe Benefit Tax 1,238,882 708,774

Add: Deferred Tax (Liability)/Asset - 4,700,412

Profit After Tax 738,614,622 323,697,202

Add: Balance in Profit & Loss Account brought forward 590,278,181 267,628,1 12

Less: Short Provision for Taxation previous year 2,597,414 1,047,133

Less: Other Prior period adjustment 4,883,364 --

Profit available for appropriation 1,321,412,025 590,278,181

APPROPRIATION

Less: Interim Dividend 111,399,600 --

Less: Corporate Dividend Tax 18,932,363 --

Less: Transfer to General Reserve 73,861,462 --

Balance carried forward to Balance Sheet 1,117,218,600 590,278,181

2. OPERATING PERFORMANCE

The company has achieved a turnover of Rs, 5,283,519,572 during the year reflecting an increase of 125.53% over the previous years turnover of Rs. 2,342,746,574 and has earned a profit after tax (PAT) of Rs. 738,614,622 reflecting an increase of 128.18% over previous years profit of Rs. 323,697,202.

3. DIVIDEND

The Board of Diectors had declared interim dividend twice during the financial year under review; the details of which are as follows:

Financial Description Date of declaration Rate Year

2008-09 1st Interim Dividend 29.05.2008 Rs. 2 per share

2nd Interim Dividend 02.02.2009 Rs. 2 per share

The total payout on account of dividend was Rs. 13.04 Crores including Dividend Tax.

Your Directors recommended the aforesaid interim dividends to be approved as final dividend for the year ended 31st March, 2009.

4. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review, your company has successfully made preferential allotment of 2300000 Equity Shares to the persons other than Directors, their relatives and associate company; the details of which are as under:

Financial Date of No. of Total Shares Consideration Year allotment Name of Allottee Rate Rs.)

07.07.2008 Sabre Abraaj Infras - tructure 1800000 Rs.315per 567000000 Company Private Limited share 2008-09

09.03.2009 Standard Chartered Private 500000 Rs.315per 157500000 Equity (Mauritius) II Limited share

5. INITIAL PUBLIC OFFER

The company was in the process of making an Initial public offer (IPO) of 5300100 Equity Shares of Rs. 10 each. However on account of prevailing market conditions and economic scenario, it was thought prudent by the IPO Committee that the Initial public offering be postponed and accordingly your Company had withdrawn the Draft Red Herring Prospectus (DRHP) filed with SEBI.

6. SUBSIDIARY

During the year under review, your Company acquired 25000 Equity Shares of Rs. 10/- each of Man Projects Limited ("MPL") in addition to 2,99,998 equity shares constituting approx. 65% of the paid up share capital of MPL. A statement pursuant to Section 212 of the Companies Act, 1956, relating to MPL as on March 31, 2009 is attached to the accounts of the Company.

During the year your Company has promoted a new Company under the name of Man Ajwani Infraconstruction Limited ("MAIL") in joint venture with Ajwani Infrastructure Private Limited ("AIPL") for construction of E.W.S Housing Complex for Pimpri Chinchwad Municipal Corporation ("PCMC"). The said joint venture Company was incorporated on 24.03.2009 with shares of your Company and AIPL to the extent of 64% and 36% respectively.

Consolidated financial statements of the Company along with its subsidiaries and auditors report thereon are also attached to the accounts of the Company.

7. FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public.

8. PERSONNEL

The relationship with employees at all levels continues to be cordial and healthy. There is special thrust on Human Resource Development with a view to promoting innovativeness and team spirit.

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report.

- 9. DIRECTORS

During the year under review, following changes took place in the composition of Board of Directors:

1. Mr. Ravi K. Sheth resigned w.e.f. 06.10.2008

2. Mr. Rajiv Maliwal was appointed as Nominee Director w.e.f. 07.10.2008 by Sabre Abraaj Infrastructure Company Private Limited

3. Mr. Vinod K. Goenka resigned w.e.f. 01.11.2008

4. Mr. Mukesh M. Patel resigned w.e.f. 01.11.2008

5. Mr. Vijay B. Raheja resigned w.e.f. 19.01.2009

6. Mr. Rahul Raisurana was appointed as Nominee Director w.e.f. 09.03.2009 by Standard Chartered Private Equity (Mauritius) II Limited and Standard Chartered Private Equity (Mauritius) III Limited

7. Mr. Sailesh T. Desai resigned w.e.f. 21.03.2009

The Board places on record its sincere appreciation of the invaluable services provided by Mr. Ravi K. Sheth, Mr. Vinod K. Goenka, Mr. Mukesh M. Patel Mr. Vijay B. Raheja and Mr. Sailesh T. Desai during their respective tenure as Director of the Company.

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Pramod M. Chaudhariand Mr. Sivaramakrishnan S. Iyer, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have approved 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 ended 3 Ist March, 2009 and of the profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. AUDIT COMMITTEE

The Company has an Audit Committee comprising of Mr. Sivaramakrishnan Iyer as the Chairman and Mr. Pramod M. Chaudhari, Mr. Rajiv Maliwal and Mr. Rahul Raisurana as the Members.

The Audit Committee has reviewed the audited accounts for the year ended March 3 1, 2009 and recommended the same to the Board of Directors for approval.

12. AUDITORS

The Statutory Auditors of the Company, M/s G. M. Kapadia & Co, Chartered Accountants shall hold office till conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of Companies Act, 1956.

13. AUDITORS REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 3 1st March, 2009, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. Conservation of Energy;

a) Energy conservation measures taken : NIL

b) Additional investment and proposals if any, been implemented for reduction of consumption of energy : NIL

c) Impact of measures at a) and b) for reduction of consumption of energy and Consequent impact on the cost of production of goods : Not applicable

Technology Absorption:

The Company has acquired state of art formwork technology for speedier and efficient construction compared to conventional shuttering materials from STEN, Spain. The company has also started efficiently using MIVAN aluminum formwork acquired during the financial year 2008-09. Further the Company is planning to use more advanced systems in shuttering materials such as DOKA and PERI.

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. NIL on Revenue Account & Rs.116 ,293,070 on Capital Account

(ii) Foreign Exchange earnings Rs. NIL

15. ACKNOWLEDGMENT

The Board acknowledges with thanks the support given by the Government, Bankers, Financial Institutions, Shareholders, Vendors and Employees at all levels and looks forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai Parag K Shah Suketu R Shah

Date: 18th May, 2009 Managing Director Executive Director


Mar 31, 2008

The Directors have pleasure in presenting the Sixth Annual Report on the operations of the Company together with the Audited Statement of Accounts for the period ended March 31, 2008.

1. FINANCIAL RESULTS

Particulars 2007-08 2006-07 (Rs.) (Rs.)

Work Done /Professional Fees 2,342,746,574 855,653,970

Profit before depreciation and tax 533,306,308 215,965,277

Less: Depreciation 54,978,817 7,637,287

Profit before Tax 478,327,491 208,327,990

Less: Income Tax 158,398,863 64,855,242

Wealth Tax 223,064 156,709

Fringe~Benefit Tax 708,774 442,442

318,996,790 142,873,597

Add: Deferred Tax (Liability) /Asset 4,700,412 240,880

323,697,202 143,114,477

Add: Balance in Profit & Loss Account brought forward 267,628,112 170,116,497

Less:- Short / (Excess) Provision for Income Tax of Earlier Years 1,047,133 83,465

Balance available for appropriation 590,278,181 313,147,509

APPROPRIATION

Add: Transferred from MIPL on Amalgamation - 189,085,646

Less: Adjustment arising on amalgamation of MIPL - 59,185,195

Interim Dividend - 70,000,000

Corporate Dividend Tax - 9,817,500

Bonus shares issued - 81,290,900

General Reserve - 14,311,448

Balance carried forward to Balance Sheet 590,278,181 267,628,112

590,278,181 313,147,509

2. OPERATING PERFORMANCE

The company has achieved a turnover of Rs. 2,342,746,574 during the year reflecting an increase of 173.80% over the previous years turnover of Rs. 855,653,970 and has earned a profit of Rs. 323,697,202 reflecting an increase of 126.18% over previous years profit of Rs. 143,114,477.

3. DIVIDEND

Your Directors have not recommended any dividend for the year ended 31M March 2008.

The Board of Directors in their meeting held on 29.05.2008 declared first Interim Dividend for year 2008-09 @ Rs. 2/- per Equity Share of Rs. 10/- each. The total payout on account of dividend was Rs. 6.31 Crores including dividend tax.

4. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review, your company has successfully made preferential allotment of 1315000 Equity Shares to a Director, his relatives and associate company.

5. PROPOSED INITIAL PUBLIC OFFER

The company is in the process of making an Initial public offer (IPO) of 5300100 Equity Shares of Rs. 10 each. The company and its promoters are intending to make Pre-lPO placement of 1600000 Equity Shares to Private Equity. Once such Pre-lPO placing is completed, the number of equity shares in the issue will be reduced by the number of equity shares issued in the Pre-lPO placement. The Company has filed the Updated Draft Red Herring Prospectus with SEBI on March 14, 2008. The Company has received an principal approval from NSE vide their letter no. NSE/LIST/46308-5 dated May 15, 2007 and from BSE vide their letter DCS/IPO/NP/IPO-IP/1233/2007-08 dated November 2, 2007. Further the Company has also received a SEBI observation letter no. CFD/DIL/PB/EHM/126783/2008 dated May 28, 2008, to make an initial public issue within 3 months from aforesaid date.

6. SUBSIDIARY

During the year under review, your Company acquired 2,99,998 Equity Shares of Rs. 10/- each of Man Projects Limited ("MPL") constituting approx. 60% of the Paid up share capital of MPL, consequent to which MPL became subsidiary of your Company. A statement pursuant to Section 212 of the Companies Act, 1956, relating to Man Projects Limited as on March 31, 2008, is attached to the accounts of the Company. Consolidated financial statements of the Company along with its subsidiary and auditors report thereon are also attached to the accounts of the Company.

7. FIXED DEPOSITS

The Company has not accepted any Deposit from the public.

8. PERSONNEL

The relationship with employees at all the levels continues to be cordial and healthy. There is special thrust on Human Resource Development with a view to promoting creative and group effort.

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report.

9. DIRECTORS

Pursuant to the provisions of Section 255 read with Section 256 of the Companies Act, 1956, Mr. Vinod K. Goenka, Mr. Ravi K. Sheth and Mr. Mukesh M. Patel, Directors would retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

1. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have approved 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 ended 31 * March, 2008 and of the profit of the Company for that year;

(iii) that the Directors have taken proper and sufficient care 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. AUDIT COMMITTEE

The Company has an Audit Committee comprising of Mr. Pramod Chaudhari, as the Chairman and Mr. Sivaramakrishnan Iyer and Mr. Sailesh Desai as the Members.

The Audit Committee has reviewed the audited accounts for the year ended March 31, 2008 and recommended the same to the Board of Directors for approval.

12. AUDITORS

Mr. Rajiv Sheth, Chartered Accountant, Mumbai and M/s G.M. Kapadia & Co. Chartered Accountants, Mumbai were appointed as Joint Statutory Auditors of the Company in last Annual General Meeting. Mr. Rajiv Sheth tendered his resignation vide letter dated 30th September, 2007 due to pre-occupation and the Company has accepted the same.

The continuing Statutory Auditors of the Company, M/s G.M. Kapadia & Co. Chartered Accountants hold office till conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. M/s G.M. Kapadia & Co., Chartered Accountants have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of Companies Act, 1956.

13. AUDITORS REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31 st March, 2008, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTiON ETC. Conservation of Energy;

a) Energy conservation measures taken : NIL

b) Additional investment and proposals if any ,been implemented for reduction of consumption of energy : NIL

c) Impact of measures at a) and b) for reduction of consumption of energy and Consequent impact on the cost of production of goods : Not applicable

Technology Absorption:

The Company has planned to use aluminum formwork technology for speedier construction compared to conventional shuttering materials. The company has placed order for the same for import from MFE FORMWORK TECHNOLOGY SDN BHD., MALAYSIA. (Formerly Known as MIVAN FAR EAST SDN BHD)

Information about Foreign Exchange Earnings and outgo

(i) Foreign Exchange outgo Rs. NIL on Revenue Account & Rs. 236,395,145 on Capital Account

(ii) Foreign Exchange Inflow Rs. NIL

15. ACKNOWLEDGMENT

The Board acknowledges with thanks the support given by the Government, Bankers, Financial Institutions, Shareholders, Vendors and Employees at all levels and looks forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai Parag K. Shah Suketu R. Shah

Date: 9th June, 2008 Managing Director Whole-time Director

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