Directors Report of Man Infraconstruction Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting 21^st Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS:a. FINANCIAL RESULTS:

The Company''s performance for the financial year ended 31^st March, 2023 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)
Particulars	Standalone		Consolidated
	Year Ended on 31st March, 2023	Year Ended on 31st March, 2022	Year Ended on 31st March, 2023	Year Ended on 31st March, 2022
Revenue from Operations	79,779.03	23,65755	1,89,034.83	96,148.48
Other Income	8,317.73	7,532.47	4,792.03	20,117.01
Total Income	88,096.76	31,190.02	1,93,826.86	1,16,265.49
Expenses
Cost of materials consumed/sold	44,687.24	5,122.66	67,879.41	22,72735
Changes in inventories	-	-	6,775.71	(3,157.21)
Employee benefits expense	3,238.53	2,797.43	7,118.40	5,77728
Finance costs	460.26	41.74	5,843.62	6,175.00
Depreciation and amortization expense	673.18	480.93	1,123.60	933.43
Sub-Contract/Labour Charges	13,532.38	8,30701	30,596.68	16,313.08
Cost of Land/ Development Rights/ Premium	-	-	10,518.55	15,786.54
Other Expenses	4,630.06	1,319.82	24,753.40	13,952.57
Total Expenses	67,221.65	18,069.59	1,54,609.37	78,508.04
Profit before exceptional Items, share of profit/(loss) of associates/joint venture and Tax	20,875.11	13,120.43	39,217.49	37,757.45
Share of Profit/(loss) of associates/joint ventures (Net of tax)	-	-	483.59	131.43
Profit/(loss) before exceptional items and tax	-	-	39,701.08	37,888.88
Exceptional Items	-	-	-	-
Profit before tax	20,875.11	13,120.43	39,701.08	37,888.88
Tax expense:
Current Tax (Including current tax of earlier year)	4,26797	2,438.01	8,531.88	9,360.98
Deferred Tax	8.28	118.76	2,273.65	(1,324.03)
Profit/(loss) for the period	16,598.86	10,563.66	28,895.55	29,851.93
Non-Controlling Interest	-	-	3,038.34	8,216.49
Profit/(loss) after Tax and Non-Controlling Interest	16,598.86	10,563.66	25,857.21	21,635.44
Other Comprehensive Income/(Loss) (net of tax)
Items that will not be reclassified subsequently to profit or loss	(48.24)	(109.03)	448.87	(10750)
Attributable to Owners of the Parent	-	-	452.50	(86.65)
Attributable to Non-Controlling Interest	-	-	(3.63)	(20.85)
Total Comprehensive Income (after tax)	16,550.62	10,454.63	26,309.71	21,548.79
Attributable to Non-Controlling Interest	-	-	3,034.71	8,195.64
Paid-up Equity Share Capital (Face Value of Share Rs. 2/- each)	7,425.01	7,425.01	7,425.01	7,425.01
Other Equity	1,06,185.87	92,976.50	1,01,513.23	78,531.45
Earnings Per Share (EPS) (Face Value of Rs. 2/- each)
a) Basic (in Rs.)	4.46	2.85	6.96	5.83
b) Diluted (in Rs.)	4.46	2.85	6.96	5.83
The financial statements for the year ended 31st March, 2023 have been prepared in accordance with Ind AS (Indian Accounting Standards).

b. OPERATIONS:

The Company''s business is mix of Engineering, Procurement and Construction (EPC) & Asset Ownership/Real Estate. Various development/re-development projects are also being executed by the Company and its subsidiaries/associates in and around Mumbai & Pune.

c. FINANCIAL PERFORMANCE:

The performance highlights are as under:

The Company achieved a turnover (net of GST) of Rs. 79,779.03 Lakhs (on consolidated basis Rs. 1,89,034.83 Lakhs) during the year as against previous year''s turnover (net of GST) of Rs. 23,657.55 Lakhs (on consolidated basis Rs. 96,148.48 Lakhs) showing increase by around 23723% (on consolidated basis 96.61%) and has earned a Profit after Tax (PAT) of Rs. 16,598.86 Lakhs (on consolidated basis profit of Rs. 25,857.21 Lakhs) as against previous year''s Profit of Rs. 10,563.66 Lakhs (on consolidated basis profit of Rs. 21,635.44 Lakhs) showing increase by around 5713% (on consolidated basis 19.51%).

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

A report on the performance and financial position of each of the subsidiaries, associates and joint venture entities for the financial year ended 31^st March, 2023 as per the Companies Act, 2013 is provided as Annexure A to the Consolidated Financial Statements and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved is hosted on the Company''s website at the link:

https://www.maninfra.com/wp-content/

uploads/2022/10/policv-for-determining-material-

subsidiaries.pdf

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.maninfra. com/subsidiaries-annual-report/#ir

The following entities became step down joint venture(s) during the year under review:

• MICL Bayshore LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and 551 Bayshore Partners LLC a JV entity of MICL Bayshore LLC.

• Parvat Ponce, LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and 1505 Ponce Partners LLC a JV entity of Parvat Ponce LLC.

• Parvat Washington, LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and URBIN Miami Beach Partners, LLC a JV entity of Parvat Washington, LLC.

Additional information on Subsidiaries/Associates/ Joint ventures:

Man Vastucon LLP (''Man Vastucon''): The Company holds 99.99% stake in Man Vastucon. Man Vastucon is engaged in the business of Real Estate. The majority construction work of Phase I of its mega real estate project namely ''''Aaradhya HighPark" at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is being completed and Man Vastucon has received Occupation Certificate in respect thereof. Man Vastucon has launched Phase II in the name of "Aaradhya Parkwood" and has received a very good response to the Project.

Man Vastucon has acquired Joint Development rights in respect of a Luxurious Residential Project at Tardeo, Mumbai. This landmark Project will be high-rise residential building having proposed height of over 250 mtrs. The Project has carpet area for sale of ~ 6 lakh sq. ft.

MICL Developers LLP (''MICL Developers''): The

Company holds 99.99% stake in MICL Developers. MICL Developers is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Eastwind" at Vikhroli, Mumbai is being completed and MICL Developers has received Occupation Certificate in respect thereof.

Man Realtors and Holdings Private Limited (''MRHPL''): The Company holds 62.79% stake in MRHPL. MRHPL is engaged in business of real estate. The construction of Phase I of its real estate project namely "Aaradhya One Earth" at Ghatkopar Avenue, Naidu Colony, Ghatkopar (East), Mumbai is being completed and MRHPL has received Occupation Certificate in respect thereof. The construction of other Phases of Aaradhya One Earth project are in full swing and has received very good response.

Atmosphere Realty Private Limited (''ARPL''): The

Company holds 17.50% stake in ARPL. ARPL is engaged in the business of Real Estate. ARPL has successfully completed Phase I of Atmosphere Project. The construction of Phase II of the Project is in full swing and has received very good response.

Man Chandak Realty LLP (''Man Chandak Realty''):

The Company holds 50.00% stake in Man Chandak Realty. Man Chandak Realty is engaged in Real Estate business. Man Chandak Realty has undertaken joint development of Phase I being "Insignia Project" at Vile Parle (West), Mumbai. The construction of Phase I (Insignia) is being completed and Occupation Certificate in respect thereof has been received. Man Chandak Realty along with the developer shall initiate further phases in due course.

Starcrete LLP (''Starcrete''): The Company holds 75.00% stake in Starcrete. Starcrete is engaged in the business of producing, manufacturing, processing, trading, dealing in all kinds of building material products including ready mix concrete (RMC), aggregate, cement and all cement based products, etc.

Manaj Infraconstruction Limited (''MAIL''): The

Company holds 64.00% stake in MAIL. MAIL is engaged into the business of providing Civil Construction Services and is undertaking Project for construction of residential premises at Charholi and Ravet within the jurisdiction of Pimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan Mantri Awas Yojna (PMAY) Housing scheme.

Man Aaradhya Infraconstruction LLP (''Man Aaradhya''): The Company holds 98.00% stake in Man Aaradhya. Man Aaradhya is engaged into the business of Real Estate. The Company has completed the construction of new buildings namely "Aaradhya Residency" in Ghatkopar West, Mumbai.

Manmantra Infracon LLP (''Manmantra''): Manmantra is engaged in the business of Real Estate and has completed a residential project namely "Aaradhya Signature" at Sion (West), Mumbai. The Company held 60.00% stake in Manmantra as on 31^st March, 2023. Further, Manmantra ceased to be a subsidiary of the Company effective from April 28, 2023, on account of disposal of its entire partnership interest in the said LLP.

MICL Realty LLP (''MICL Realty''): The Company holds 46.00% stake in MICL Realty. MICL Realty is engaged into the business of Real Estate and has completed a residential project namely "Aaradhya Nine" at Ghatkopar East, Mumbai.

Man Projects Limited (''MPL''): During the year under review, Company had acquired 2,45,000 Equity Shares (representing 49% of the paid up equity share capital), of MPL and accordingly, MPL has become wholly owned subsidiary of the Company w.e.f. March 29, 2023. MPL is engaged into the business of providing Civil Construction Services. MPL has efficiently completed the work for development of the fourth container terminal at Jawaharlal Nehru Port (JNPT), Mumbai, India for Bharat Mumbai Container Terminal Private Limited as per order received.

Manaj Tollway Private Limited (''MTPL''): During the year under review, Company had acquired 18,00,000 Equity Shares (representing 36% of the paid up equity share capital), of MTPL and accordingly, MTPL has become wholly owned subsidiary of the Company w.e.f. October 12, 2022.

Man Infra Contracts LLP (''Man Infra Contracts''): The

Company holds 70.00% stake in Man Infra Contracts. Man Infra Contracts is engaged into the business of Real Estate and has commenced the construction of

its real estate project namely "Aaradhya Evoq" at Juhu, Mumbai.

MICL Builders LLP (''MICL Builders''): The Company holds 52.10% stake in MICL Builders. MICL Builders is engaged into the business of Real Estate. During the year under review, MICL Builders was appointed as developer for redevelopment of Maitri Park CHSL at Chembur, Mumbai. Thereafter, the said society has resolved against the appointment of MICL Builders as developer against which appropriate legal recourse has been initiated under the guidance and advice of legal counsels.

MICL Global INC. (MICL Global): MICL Global was incorporated as a wholly owned subsidiary in the State of Delaware, USA to undertake development/ construction activity.

Platinumcorp Affordable Builders Private Limited (''PABPL''): The Company holds 33.33% stake in PABPL. PABPL is engaged in the business of Real Estate.

MICL Realtors Private Limited (''MICL Realtors''):

MICL Realtors is wholly-owned subsidiary of the Company. MICL Realtors is engaged into the business of Real Estate.

MICL Creators LLP (''MICL Creators''): The Company holds 99.99% stake in MICL Creators. MICL Creators is engaged into the business of Real Estate.

MICL Properties LLP (''MICL Properties''): The

Company holds 99.99% stake in MICL Properties. MICL Properties is engaged into the business of Real Estate.

MICL Estates LLP (''MICL Estates''): The Company holds 99.99% stake in MICL Estates. MICL Estates is engaged into the business of Real Estate.

MICL Homes LLP (''MICL Homes''): The Company holds 99.99% stake in MICL Homes. MICL Homes is engaged into the business of Real Estate.

e. DIVIDEND:

The Board at its Meeting held on 10^th November, 2022 declared an Interim Dividend of Rs. 0.90 per share (i.e. 45%) on the Equity Shares of Rs. 2/- which was paid to the entitled Shareholders on 05^th December, 2022. The dividend payout was Rs. 3,341.25 Lakhs. The same will be confirmed by the Members as Final Dividend in the ensuing Annual General Meeting. 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. The details of Dividend Distribution Policy are put up on the website of the Company at the link: https://www.maninfra.com/wp-content/ uploads/2022/10/dividend-distribution-policy.pdf

f. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF:

In terms of the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, unpaid/unclaimed dividend of Rs. 1,46,953/-pertaining to the year 2015-16 (First Interim Dividend) and 4337 number of equity shares for the year 201516 on which dividend for seven consecutive years was unpaid/unclaimed; were transferred during the year to the Investor Education and Protection Fund.

g. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended; the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

h. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

i. TRANSFER TO RESERVES:

The Board has not recommended any amount to be transferred to the reserves for the financial year under review.

j. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm''s length

basis. The details of material related party transactions are furnished in Annexure I and forms part of this Report. Further details of related party transactions entered into by the Company as required under Ind AS 24, are available in notes to the standalone financial statements section of the Annual Report and forms part of this Report. In addition to the same, the Company had entered into related party transaction(s) in the ordinary course of business with Royal Netra Constructions Private Limited (A company in which a Non-executive Director along with his relative holds more than 2% of paid up share capital) in respect of Loan Given amounting to Rs. 1740.92 Lakhs and Investment in Preference shares amounting to Rs. 800.00 Lakhs.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Listing Regulations, the Company sought approval of shareholders. The Policy on dealing with Related Party Transactions is hosted on the Company''s website at the given link: https://www.maninfra.com/wp-content/uploads/2022/10/policv-on-materialitv-of-related-party-transactions.pdf

m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the Standalone Financial Statements forming part of the Annual Report. (Please refer to Notes 2.04, 2.06, 4.08, 4.10 and 4.11 to the Standalone Financial Statements).

2. SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year under review. As on 31^st March, 2023, the Authorised Share Capital of the Company stood at Rs.90,00,00,000/- divided into 45,00,00,000 Equity Shares of Rs.2/- each and the paid-up share capital of your Company stood at Rs.74,25,00,810/- divided into 37,12,50,405 Equity Shares of Rs. 2/- each.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

Mr. Suketu R. Shah, resigned from the position of Joint Managing Director and Director of the Company with effect from December 01, 2022.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Manan P. Shah (DIN: 06500239) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of 21^st AGM for seeking approval of Members. The Directors recommend his reappointment for your approval.

A brief resume and particulars relating to his reappointment is given separately as Annexure A to the AGM Notice.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record declarations received from the Independent Directors of the Company confirming their independence in accordance with Section 149(6) of the Companies Act, 2013 and pursuant to Regulation 25 of the SEBI Listing Regulations.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

• Mr. Manan Parag Shah - Managing Director;

• Mr. Ashok Manharlal Mehta - Whole-time Director & Chief Financial Officer; and

• Mr. Durgesh Suhas Dingankar - Company Secretary & Compliance Officer.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:a. BOARD MEETINGS:

The Board of Directors met Four times during the financial year under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report. Additionally, a separate Meeting of Independent Directors was held on 19^th May, 2022 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2023, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there were no material departures;

ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2023 and of the profit of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. AUDIT COMMITTEE:

The Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

d. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company''s Website at:

https://www.maninfra.com/wp-content/

uploads/2022/10/nomination-and-remuneration-

policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 20 of the SEBI Listing Regulations. The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

f. RISK MANAGEMENT COMMITTEE:

The composition of the Risk Management Committee is in conformity pursuant to Regulation 21 of the SEBI Listing Regulations. The terms of reference of the Risk Management Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

g. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses, Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have been embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/ strategic business plans and management reviews.

h. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company''s website at:

https://www.maninfra.com/wp-content/

uploads/2022/10/vigil-mechanism-whistle-blower-

policy.pdf

i. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constituted comprising of Mr. Berjis Desai as the Chairman, Mr. Parag Shah and Mr. Dharmesh Shah as members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, 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. The details with regards to CSR activities have been furnished in Annexure II.

The CSR policy of the Company is available on the Company''s web-site and can be accessed in the link provided herein below:

https://www.maninfra.com/wp-content/

uploads/2022/10/csr-policy.pdf

j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of the Board as a whole, its committees and the individual Directors was carried out. The Independent Directors at their meeting held on May 09, 2023, considered and evaluated the performance of Board, Chairman of the Board and the non-independent Directors. The Board subsequently evaluated performance of the Board, its Committees, Directors and Independent Directors; without participation of the concerned Directors.

k. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well-informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Companies Act, SEBI Listing Regulations and other statutes.

The details of programme for familiarization of Independent Directors are put up on the website of the Company at the link:

https://www.maninfra.com/wp-content/

uploads/2023/06/Details-of-Familiarization-

Programme-to-independent-directors-22-23.pdf

l. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

m. CREDIT RATING:

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CARE, the reputed Rating Agency, has reaffirmed the credit rating as "CARE A Stable (Single A; Outlook: Stable)" for Long Term Bank Facilities and "CARE A; Stable/CARE A2 (Single A; Outlook: Stable/A Two Plus)" for Long Term/Short Term Bank Facilities of the Company.

n. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''the Rules'') in respect of employees of the Company, is annexed and marked as Annexure III to this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. Pursuant to the provisions of Section 136(1) of the Act, the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars specified under Rule 5(2) & (3) of the Rules. The same are available on the website of the Company viz. https://www.maninfra.com/annual-reports/#ir and for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

o. CODE OF CONDUCT:

Pursuant to SEBI Listing Regulations, 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.

p. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Listing Regulations; forms part of this Annual Report.

q. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Annual Report of top 1000 listed entities based on market capitalization (calculated as on 31^st day of March of each financial year) shall contain Business Responsibility and Sustainability Report describing initiatives taken by the Company on the nine principles of the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Ministry of Corporate Affairs. The Business Responsibility and Sustainability Reporting is attached hereto as Annexure IV.

5. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2023:

The Auditor''s Report for the financial year ended 31^st March 2023 does not contain any qualification, reservation or adverse remark and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

c. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED 31^st MARCH 2023:

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and

Associates, Company Secretaries had been appointed to undertake the Secretarial Audit and issue Secretarial Audit Report and Annual Secretarial Compliance Report for the financial year 2022-23. The Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3, Secretarial Audit Report of the material subsidiary(ies), if any and the Annual Secretarial Compliance Report for the financial year 2022-23 pursuant to Regulation 24A of the SEBI Listing Regulations, forms part of this Report. The said reports do not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except for the manner in which the meetings of Risk Management Committee shall be conducted pursuant to Regulation 21(3C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherein more than one hundred and eighty days elapsed between two consecutive meetings. In this matter we state that, the Meetings of Risk Management Committee were held on 19^th May, 2022 and 2^nd February, 2023 and the same had occurred inadvertently and purely on account of oversight and only an aberration being a one-off event. The Company assures that it shall continue to comply with applicable SEBI Regulations both in letter and spirit in timely manner.

d. STATUTORY AUDITORS:

Pursuant to provisions of Section 139, 140 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the shareholders of the Company at the 20^th Annual General Meeting, appointed M/s. G.M. Kapadia & Co., Chartered Accountants, Mumbai (Firm Registration No. 104767W) as Statutory Auditors for a period of Five years, till the conclusion of 25^th Annual General Meeting.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is required to maintain cost records and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 19^th May, 2022, appointed M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448) as the Cost Auditors for the financial year 2022-23.

In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448), as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid to M/s. Shekhar Joshi & Company, Cost Accountants is included in the Notice of the ensuing Annual General Meeting.

f. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates, Chartered Accountants (Firm Registration Number 100404W), Internal Auditors of the Company have carried out internal audit of the Company for the financial year 2022-23, as per scope of work finalized with the Audit Committee. 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. The Audit Committee has accepted all the recommendations of the Internal Auditors.

In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Aneja Associates, Chartered Accountants, (Firm Registration Number 100404W), as the Internal Auditors of the Company.

g. SECRETARIAL STANDARDS:

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

6. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are furnished as under:

a. ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company and can be accessed at: https:// www.maninfra.com/annual-reports/#ir

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as follows:

i. 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.

ii. Technology absorption: The Company did not absorb any technology during the year.

iii. Foreign exchange earnings and Outgo:

Particulars	!¦'' April, 2022 to	1st April, 2021 to
	31“ March, 2023	31“ March, 2022
	Amount in Lakhs	Amount in Lakhs
Actual Foreign Exchange earnings	NIL	NIL
Actual Foreign Exchange outgo	11,819.52	7,75412

c. CORPORATE GOVERNANCE:

The Company adheres to good corporate governance practices as per Schedule V of SEBI Listing Regulations. The Report on Corporate Governance and requisite certificate from the Practicing Company Secretary, confirming compliance of the conditions of Corporate Governance is included in the Annual Report.

d. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

e. VALUATION:

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions, along with reasons thereof is Not Applicable.

7. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no occurrences or transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d. Issue of shares under Employee Stock Option Scheme of the Company and Employee Stock Purchase Scheme.

e. There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

f. Neither the Managing Director(s) nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. The Company has no holding Company.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. Your Directors further state that during the year under review, no complaints were received in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the cooperation extended by the banks, financial institutions, government authorities and other stakeholders. 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 of Man Infraconstruction LimitedManan P. Shah Ashok Mehta

Managing Director Whole-time Director and CFO

DIN: 06500239 DIN: 03099844

Place: Mumbai Date: 09^th May, 2023

Registered office:

CIN:L70200M H2002PLC136849 12^th Floor, Krushal Commercial Complex,

G. M. Road, Chembur (West), Mumbai - 400 089 Web-site: www.maninfra.com E-mail: [email protected] Tel: [phone]

---

Mar 31, 2018

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting Sixteenth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company’s performance for the year ended 31^st March, 2018 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)

	Standalone		Consolidated
Particulars	Year Ended on 31st March, 2018	Year Ended on 31st March, 2017	Year Ended on 31st March, 2018	Year Ended on 31st March, 2017
Revenue from Operations	19,286.71	15,839.47	65,160.19	45,171.46
Other income	9,025.13	6,661.80	4,415.13	4,748.26
Total Income	28,311.84	22,501.27	69,575.32	49,919.72
Expenses
Cost of materials consumed / sold	4,624.22	4,005.41	16,538.58	12,809.76
Changes in inventories	-	-	(8,697.25)	(6,723.28)
Employee benefits expense	2,382.56	2,063.92	4,532.33	3,857.45
Finance costs	87.77	92.08	5,552.48	3,868.07
Depreciation and amortisation expense	483.86	545.41	799.53	769.59
Sub Contract/Labour Charges	6,319.79	5,406.33	21,478.35	16,505.95
Cost of Land/Development Rights/ Premium	-	-	2,813.80	2,803.67
Other Expenses	4,192.23	1,521.43	8,555.31	5,328.13
Total Expenses	18,090.43	13,634.58	51,573.13	39,219.34
Profit before exceptional Items , share of profit / (loss) of associates / joint venture and Tax	10,221.41	8,866.69	18,002.19	10,700.38
Share of Profit / (loss) of associates / joint ventures (Net of tax)	-	-	(125.56)	527.65
Profit before exceptional items and tax	-	-	17,876.63	11,228.03
Exceptional items	-	-	-	-
Profit before tax	10,221.41	8,866.69	17,876.63	11,228.03
Tax expense:
Current Tax (including current tax of earlier year)	2,774.52	2,507.13	6,925.76	4,371.25
Deferred Tax	79.85	397.41	34.98	305.39
Profit for the period	7,367.04	5,962.15	10,915.89	6,551.39
Non-Controlling interest	-	-	4,263.31	1,250.26
Profit after Tax and Non-Controlling Interest	7,367.04	5,962.15	6,652.58	5,301.13
Other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss	16.74	30.14	26.53	33.15
Attributable to Owners of the Parent	-	-	24.44	31.27
Attributable to Non-Controlling interest	-	-	2.09	1.88
Total Comprehensive Income (after tax)	7,383.78	5,992.29	6,677.02	6,532.40
Attributable to Non-Controlling interest	-	-	4,265.40	1,252.14

Paid-up Equity Share Capital	4,950.01	4,950.01	4,950.01	4,950.01
(Face Value of Share Rs. 2/- each)
Other Equity	67,847.76	63,369.66	63,888.16	60,490.98
Earnings Per Share (EPS) (Face Value of Rs. 2 /- each) (not annualized for quarters) :
a) Basic (in Rs.)	2.98	2.41	2.69	2.14
b) Diluted (in Rs.)	2.98	2.41	2.69	2.14

The financial statements for the year ended 31^st March, 2018 have been prepared in accordance with Ind AS (Indian Accounting Standards).

b. OPERATIONS:

The Company’s business is mix of Engineering, Procurement and Construction (EPC) & Asset Ownership/ Real Estate. Various development/re-development projects are also being executed by Company and its subsidiaries/associates in Mumbai.

c. OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS:

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

The Company achieved a turnover (net of VAT) of Rs. 19,286.71 Lakhs (on consolidated basis Rs. 65,160.19 Lakhs) during the year as against previous year’s turnover (net of VAT) of Rs. 15,839.47 Lakhs (on consolidated basis Rs. 45,171.46 Lakhs) showing increase by 21.76% (on consolidated basis 44.25%) and has earned a Profit after Tax (PAT) of Rs. 7,367.04 Lakhs (on consolidated basis Rs. 6,652.58 Lakhs) as against previous year’s Profit of Rs. 5,962.15 Lakhs (on consolidated basis Rs. 5301.13 Lakhs) showing increase by 23.56% (on consolidated basis 25.49%).

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

A report on the performance and financial position of each of the subsidiaries, associates and joint venture entities for the financial year ended 31^st March, 2018 as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link:

http://www.maninfra.com/contracting/pdf/policy-on-material-subsidiaries.pdf

Additional information on subsidiaries/Associates / Joint venture Companies:

Man Vastucon LLP (‘Man Vastucon’): Man Vastucon is engaged in the business of Real Estate. Man Vastucon is undertaking a mega real estate development project at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation. The Company holds 99.99% stake in Man Vastucon.

Atmosphere Realty Private Limited (‘ARPL’): ARPL is engaged into the business of Real Estate. The construction work of its real estate project namely ‘Atmosphere’ in Mulund (W), Mumbai is in full swing and Phase I is nearing Completion. ARPL has received good response to the Project. The Company holds 17.50% stake in ARPL.

Man Aaradhya Infraconstruction LLP (‘Man Aaradhya’): Man

Aaradhya is engaged into the business of Real Estate. The Company has completed the construction of new buildings in Ghatkopar West, Mumbai and has received good response. The Company holds 98.00% stake in Man Aaradhya.

Manmantra Infracon LLP (‘Manmantra’): Manmantra is engaged in the business of real estate development and has completed a residential project namely “Aaradhya Signature” at Sion (W), Mumbai. The Company holds 60.00% stake in Manmantra.

MICL Realty LLP (‘MICL Realty’): MICL Realty LLP is engaged into the business of Real Estate and is undertaking redevelopment project(s) at Ghatkopar (E), Mumbai. The Company has commenced the construction of new buildings. The Company holds 46.00% stake in MICL Realty.

MICL Developers LLP (‘MICL Developers’): MICL Developers LLP is engaged into the business of Real Estate and is undertaking redevelopment project(s) at Vikhroli, Mumbai. The Company holds 99.99% stake in MICL Developers.

Man Projects Limited (‘MPL’): MPL is engaged into the business of providing Civil Construction Services. The Company holds 51% stake in Man Projects Limited. MPL is efficiently executing work for development of the fourth container terminal at Jawaharlal Nehru Port (JNPT), Mumbai, India for Bharat Mumbai Container Terminal Private Limited as per order received.

Manaj Tollway Private Limited (‘MTPL’): MTPL was executing a 41 km road project being four lanning of Hadapsar Saswad Belsar Phata Road project at S.H. 64, 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. In March 2015, MTPL has submitted a Termination Notice to PWD on account of failure of PWD to acquire and hand over land for road construction and unresolved matters on forest clearance and has stopped the work. MTPL has claimed costs incurred and compensation in line with the terms and conditions of the Concession Agreement from PWD. MTPL had filed arbitration petition before the Arbitral Tribunal and the Honourable High Court has appointed a Sole Arbitrator. The arbitration process is in progress. MTPL has been legally advised that it has a strong case on merits to recover such claims.

Man Realtors and Holdings Private Limited (MRHPL): During the financial year under review, the Company transferred 8,05,616 Equity Shares comprising of 18.75% voting rights of MRHPL, resulting to reduction in its shareholding to 66%. MRHPL is engaged in business of real estate and is undertaking a redevelopment project(s) at Naidu Colony, Ghatkopar (E), Mumbai.

During the year under review, Man Chandak Realty LLP was incorporated to undertake Real Estate business. The Company holds 50% stake in the said LLP.

d. DIVIDEND:

The Board in its Meeting held on 29^th May, 2017 declared an Interim Dividend Rs. 0.54 per share (i.e. 27 %) on the Equity Shares of Rs. 2/-which was paid to the entitled Shareholders on 16^th June, 2017. The dividend payout including dividend distribution tax was Rs. 1,452.85 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.

e. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF:

In terms of the provisions of I nvestor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 0.66 Lakhs of unpaid/ unclaimed dividends and 1,994 equity shares on which dividend for seven consecutive years was unpaid/ unclaimed; were transferred during the year to the Investor Education and Protection Fund.

f. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

g. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

h. TRANSFER TO RESERVES:

The Board hasn’t recommended any amount to be transferred to the reserves for the financial year under review.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arm’s length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in Annexure I and forms part of this Report. Further details of related party transactions entered by the Company as required under Ind AS 24, are available in notes to the standalone financial statements section of the Annual Report and forms part of this Report. In addition to the same the related party transaction(s) entered into by the Company in ordinary course of business is with respect to purchase of ready mix concrete of Rs. 193.92 lakhs from Nuvoco Vistas Corporation Limited (formerly known as Lafarge (india) Limited and proposed purchase of residential flat in Trump Tower, Mumbai for Rs. 1,450.00 Lakhs from Lodha Developers Limited; wherein Mr. Berjis Desai is Director.

As per the requirement under the Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBi Regulations, the Company has sought approval of shareholders for passing necessary resolution through postal ballot, the results of which have been declared on 20^th September, 2017. The Policy on dealing with Related Party Transactions may be accessed on the Company’s website at the link:

http://www.maninfra.com/contracting/pdf/policy-on-materiality-of-related-party-transactions.pdf

1. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Annual Report. (Please refer to 2.02 and 2.04 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

The constitution of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. During the year under review, no changes occurred in the composition of the Board of Directors of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Parag K. Shah (DiN: 00063058) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

Necessary resolution for his re-appointment is included in the Notice of 16^th AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from the independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a. BOARD MEETINGS:

The Board of Directors met four times during the financial year under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Additionally, a separate Meeting of independent Directors was held on 29^th May 2017 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

in terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there was no material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2018 and of the profit of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. AUDIT COMMITTEE:

The Audit Committee constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015 comprises of:

Sr. No.	Name	Category	Designation
1.	Mr. Sivaramakrishnan S.Iyer	Independent Director	Chairman
2.	Mr. Kamlesh Vikamsey	Independent Director	Member
3.	Mr. Dharmesh Shah	Independent Director	Member
4.	Ms. Shruti Udeshi	Non-Executive Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

d. NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee comprises:

Sr. No.	Name	Category	Designation
1.	Mr. Dharmesh Shah	Non-Executive and Independent Director	Chairman
2.	Mr. Kamlesh Vikamsey	Non-Executive and Independent Director	Member
3.	Mr. Berjis Desai	Non-Executive and Independent Director	Member

The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration policy, which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Company’s Website at:

https://www.maninfra.com/contracting/pdf/nomination-and-remuneration-policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, Stakeholder’s Relationship Committee is duly constituted comprising of Mr. Berjis Desai as its Chairman, Mr. Parag Shah and Mr. Suketu Shah as the Committee Members respectively. The Company Secretary acts as the Secretary of the Stakeholders’ Relationship Committee. The terms of reference of the Stakeholders’ Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

f. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company’s website at:

http://www.maninfra.com/contracting/pdf/vigil-mechanism-whistle-blower-policy.pdf

g. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/strategic business plans and management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constituted comprising Mr. Berjis Desai as the Chairman, 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, 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. The details in regards to CSR activities have been prescribed in Annexure II.

The CSR policy of the Company is available on the Company’s web-site and can be accessed in the link provided herein below:

http://www.maninfra.com/contracting/pdf/csr-policy.pdf

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual directors was carried out. The Independent Directors at their meeting considered and evaluated the performance of Board and non-independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director’s performance. Accordingly, evaluation of all directors was carried out.

j. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take wel l informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of programme for familiarisation of Independent Directors are put up on the website of the Company at the link:

http://www.maninfra.com/contracting/pdf/familiarization-programme-for-independent-directors.pdf

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

l. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules’) in respect of employees of the Company, is annexed and marked as Annexure III to this Report .

Pursuant to the provisions of Section 136(1) of the Act, the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars specified under Rule 5(2) & (3) of the Rules. The same are available on the website of the Company viz. www.maninfra.com and for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

m. CODE OF CONDUCT:

Pursuant to SEBI Regulation, 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.

n. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Regulations; forms part of this Annual Report.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2018:

The auditor’s report for the financial year ended 31^st March 2018 does not contain any qualification, reservation or adverse remark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. FRAUD REPORTING:

During the year under review, there were no instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to undertake the Secretarial Audit and issue Secretarial Audit Report for the financial year 2017-18. Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2017-18 forms part of this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

d. STATUTORY AUDITORS:

Pursuant to provisions of Section 139 of the Companies Act, 2013, the shareholders of the Company at the 15^th Annual General Meeting appointed M/s. Nayan Parikh & Co., Chartered Accountants as Statutory Auditors for a period of Five years subject to ratification by Shareholders at each AGM.

As per Section 40 of the Companies (Amendment) Act, 2017 read with amendment to the Companies (Audit and Auditors) Rules, 2014 as notified on 7^th May, 2018 the First Proviso of Sub Section 1 of Section 139 with respect to Ratification of Appointment of Auditor at each Annual General Meeting has been omitted. The Company has received their eligibility letter to act as Statutory Auditors of the Company pursuant to the provisions of 139 of the Companies Act, 2013.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 29^th May, 2017, appointed M/s. Shekhar Joshi & Co. (Firm Registration Number 100448), Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for FY 2017-18 will be filed within the prescribed period under the Companies Act, 2013.

in respect of FY 2018-19, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Shekhar Joshi & Co. (Firm Registration Number 100448), Cost Accountants, as the cost auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment is included in the notice of the ensuing Annual General Meeting.

f. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates, Chartered Accountants, internal Auditors of the Company have carried out audit as per scope of work finalized with the Audit Committee. The findings of the Internal Auditors are discussed on an ongoing basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the fol lowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by the banks, financial institutions, government authorities and other stakeholders. 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

of Man Infraconstruction Limited

Place: Mumbai Parag Shah Suketu Shah

Date: 17.05.2018 Managing Director Whole-time Director

DIN: 00063058 DIN: 00063124

Registered office:

CIN: L70200MH2002PLC136849

12^th Floor, Krushal Commercial Complex,

Above Shoppers Stop, G. M. Road, Chembur (West),

Mumbai - 400 089

Web-site: www.maninfra.com E-mail: [email protected]

Tel : [phone] Fax : [phone]

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Mar 31, 2017

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting Fifteenth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2017.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company''s performance for the year ended 31^st March, 2017 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)

Particulars	Standalone		Consolidated
	Year Ended on 31st March,	Year Ended on 31st March,	Year Ended on 31st March,	Year Ended on 31st March,
	2017	2016	2017	2016
Revenue from Operations	15,839.47	21,171.30	45,171.46	22,642.56
Other Income	6,661.80	5,246.32	4,748.26	3,661.86
Total Income	22,501.27	26,417.62	49,919.72	26,304.42
Expenses	-	-	-	-
Cost of materials consumed / sold	4,005.41	7,248.43	12,809.76	7,837.94
Changes in inventories of finished goods, work-in-progress and stock-in-trade	-	118.39	(6,723.28)	(12,583.03)
Employee benefits expense	2,063.92	2,345.96	3,857.45	3,134.42
Finance costs	92.08	85.87	3,868.07	2,102.83
Depreciation and amortization expense	545.41	726.84	769.59	791.13
Sub Contract/Labour Charges	5,406.33	6,398.13	16,505.95	6,709.10
Cost of Land/Development Rights/ Premium	-	-	2,803.67	9,919.26
Other Expenses	1,521.43	2,950.08	5,328.13	4,126.83
Total Expenses	13,634.58	19,873.70	39,219.34	22,038.48
Profit before exceptional Items, share of profit / (loss) of associates / joint venture and Tax	8,866.69	6,543.92	10,700.38	4,265.94
Share of Profit / (loss) of associates / joint ventures (Net of tax)	-	-	527.92	(400.22)
Profit before exceptional items and tax	8,866.69	6,543.92	11,228.30	3,865.72
Exceptional Items	-	-	-	-
Profit before tax	8,866.69	6,543.92	11,228.30	3,865.72
Tax expense:
Current Tax	2,507.13	1,853.05	4,371.25	1,942.00
Deferred Tax	397.41	384.92	305.39	388.64
Profit for the period	5,962.15	4,305.95	6,551.66	1,535.08
Non-Controlling Interest	-	-	1,250.26	(223.47)
Profit after Tax and Non-Controlling Interest	5,962.15	4,305.95	5,301.40	1,758.55
Other Comprehensive Income (net of tax)	-	-	-	-
Items that will not be reclassified subsequently to profit or loss	30.14	(85.01)	32.88	(93.50)
Attributable to Owners of the Parent	-	-	31.00	(93.33)
Attributable to Non-Controlling Interest	-	-	1.88	(0.17)
Total Comprehensive Income (after tax)	5,992.29	4,220.94	-	-

Attributable to Owners of the Parent	-	-	5,332.40	1,665.22
Attributable to Non-Controlling Interest	-	-	1,252.14	(223.64)
Paid-up Equity Share Capital	4,950.01	4,950.01	4,950.01	4,950.01
(Face Value of Share Rs. 2/- each)
Other Equity	63,369.66	57,377.38	60,490.98	55,158.59
Earnings Per Share (EPS) (Face Value of Rs. 2 /-each) (not annualized for quarters) :	-	-	-	-
a) Basic (in Rs.)	2.41	1.74	2.14	0.71
b) Diluted (in Rs.)	2.41	1.74	2.14	0.71

b. OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS:

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

The Company achieved a turnover (net of VAT) of Rs. 15,839.47 Lakhs (on consolidated basis Rs. 45,171.46 Lakhs) during the year as against previous year''s turnover (net of VAT) of Rs. 21,171.30 Lakhs (on consolidated basis Rs. 22,642.46 Lakhs) and has earned a Profit after Tax (PAT) of Rs. 5,962.15 Lakhs (on consolidated basis Rs. 5,301.40 Lakhs) as against previous year''s Profit of Rs. 4,305.95 Lakhs (on consolidated basis Rs. 1,758.55 Lakhs).

The Company has been gradually moving from pure Engineering, Procurement and Construction (EPC) to a mix of EPC & Asset Ownership/ Real Estate. Various development/re-development projects are also being executed by Company and its subsidiaries/associates in Mumbai.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

A report on the performance and financial position of each of the subsidiaries, associates and joint venture Companies as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity, the Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.maninfra.com/contracting/pdf/policy-on-material-subsidiaries.pdf

Additional information on subsidiaries/Associates / Joint venture Companies:

Man Vastucon LLP (‘Man Vastucon''): Man Vastucon is engaged into the business of Real Estate. Man Vastucon is undertaking a mega real estate development project at Mahajanwadi near Dahisar. the Company holds 99.90% stake in Man Vastucon.

Atmosphere Realty Private Limited (‘ARPL''): ARPL

is engaged into the business of Real Estate, the construction work of its mega real estate project namely ''Atmosphere'' in Mulund (W), Mumbai is in full swing. ARPL has received good response to the Project, the Company holds 17.50% stake in ARPL.

Man Aaradhya Infraconstruction LLP (‘Man Aaradhya''):

Man Aaradhya is engaged into the business of Real Estate, the construction work of its real estate project at Ghatkopar, Mumbai is nearing completion, the Company holds 98.00% stake in Man Aaradhya.

Manmantra Infracon LLP (‘Manmantra''): Manmantra is engaged in the business of real estate development and has launched a residential project namely "Aaradhya Signature" at Sion (W), Mumbai and the construction work of the same is nearing completion, the Company holds 60.00% stake in Manmantra.

MICL Realty LLP (‘MICL Realty''): MICL Realty LLP is engaged into the business of Real Estate and is undertaking redevelopment project(s) at Ghatkopar (E), Mumbai. As on date the Company holds 46.00% stake in MICL Realty.

MICL Developers LLP (‘MICL Developers''): MICL Developers LLP is engaged into the business of Real Estate and is undertaking redevelopment project(s) at Vikhroli, Mumbai, the Company holds 99.00% stake in MICL Developers.

Man Projects Limited (‘MPL''):MPL is engaged into the business of providing Civil Construction Services, the

Company holds 51% stake in Man Projects Limited. During the financial year MPL received order worth Rs. 751.69 Crore from Bharat Mumbai Container Terminal Private Limited for development of the fourth container terminal at Jawaharlal Nehru Port (JNPT), Mumbai, India and the project work is being carried out in full swing.

Manaj Tollway Private Limited (‘MTPL’): MTPL was executing a 41 km road project being four lanning of Hadapsar Saswad Belsar Phata Road project at S.H. 64, 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. In March 2015, MTPL has submitted a Termination Notice to PWD on account of failure of PWD to acquire and hand over land for road construction and unresolved matters on forest clearance. MTPL has claimed costs incurred and compensation in line with the terms and conditions of the Concession Agreement from PWD. MTPL has been legally advised that it has a strong case on merits to recover such claims. MTPL is constantly reviewing the process in progress and is confident that it would be able to recover a substantial amount of such claims and compensation within reasonable time frame.

Man Realtors and Holdings Private Limited (MRHPL):

During the financial year under review, the Company transferred 10,41,927 Equity Shares (comprising of 24.25% voting rights) of MRHPL, resulting to reduction in its shareholding to 75.75% and accordingly MRHPL ceased to be a wholly owned subsidiary of the Company. During the year under review MRHPL is undertaking a redevelopment project(s) at Naidu Colony, Ghatkopar (E), Mumbai.

d. DIVIDEND:

Considering the performance of the Company in the current market scenario, your Directors have recommended a Final Dividend of Rs. 0.54 per share (i.e. 27 %) on the Equity Shares of Rs. 2/- each for the Financial Year ended 31^st March, 2017. Further the Board at its meeting held on 29^th May 2017, declared an interim dividend for financial year 2017-18 of Rs. 0.54 per equity share of face value of Rs. 2/- each.

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.

e. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian

Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given as Annexure A to the consolidated financial statement.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. TRANSFER TO RESERVES:

The Board hasn''t recommended any amount to be transferred to the reserves for the financial year under review.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arm''s length basis, the details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in Annexure I and forms part of this Report. Further details of related party transactions entered by the Company as per Ind AS 24 are available in notes to the standalone financial statements section of the Annual Report and forms part of this Report. In addition to the same the related party transaction(s) entered into by the Company in ordinary course of business is with respect to purchase of ready mix concrete for Rs. 85.31 lakhs from Nuvoco Vistas Corporation Limited (formerly known as Lafarge (India) Limited; wherein Mr. Berjis Desai is Director.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolution through postal ballot, the results of which have been declared on 23^rd May, 2016 and 18^th February, 2017. the Policy on dealing with Related Party Transactions may be accessed on the Company''s website at the link: http://www.maninfra.com/contracting/pdf/policy-on-materiality-of-related-party-transactions.pdf

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to note no. 2.03 and note no. 2.05 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. BOARD OF DIRECTORS:

Mr. Rajiv Maliwal, nominee of SA1 Holding Infrastructure Company Private Limited (hereinafter referred to as "Sabre") resigned as Director w.e.f. 23^rd June, 2016 on account of sale of its entire shareholding in the Company by Sabre, the Board of Directors places on record its deep sense of appreciation for the invaluable contributions made by Mr. Rajiv Maliwal during his tenure as Director on Company''s Board, there were no changes in the Key Managerial Personnel during the year.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shruti Udeshi will retire by rotation at the ensuing Annual General Meeting of the Company. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Mrs. Shruti Udeshi, being eligible, has offered herself for re-appointment, the Board recommends her re-appointment.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declaration received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 and regulation 25 of the listing regulations confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a. BOARD MEETINGS:

Six meetings of Board of Directors were convened during the financial year under review i.e. on 12^th April, 2016, 19^th May, 2016, 24^thAugust, 2016, 30^thNovember, 2016, 11^th January, 2017 and 9^th February, 2017.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2017, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there was no material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2017 and of the profit of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of Mr. Dharmesh Shah as Chairman and Mr. Berjis Desai and Mr. Kamlesh Vikamsey as Committee Members with scope and powers as mandated by the Act. Mr. Rajiv Maliwal, erstwhile Member of Committee, resigned as Director w.e.f. 23^rd June, 2016 and consequently ceased to be a Member of the Nomination and Remuneration Committee, the Nomination and Remuneration Committee met once during the year under review i.e. on 19^th May, 2016.

d. AUDIT COMMITTEE:

The Audit Committee constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprises of:

Sr. No.	Name	Category	Designation
1.	Mr. Sivaramakrishnan S.Iyer	Independent Director	Chairman
2.	Mr. Kamlesh Vikamsey	Independent Director	Member
3.	Mr. Dharmesh Shah	Independent Director	Member
4.	Ms. Shruti Udeshi	Non-Executive Director	Member

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, Stakeholder''s Relationship Committee is duly constituted comprising of Mr. Berjis Desai as its Chairman and Mr. Parag Shah and Mr. Suketu Shah as the Committee Members respectively. the Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

The terms of reference of the Stakeholders'' Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report

f. VIGIL MECHANISM POLICY:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee, the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations, the Whistle Blower Policy is hosted on the Company''s website at: http://www.maninfra.com/contracting/pdf/vigil- mechanism-whistle-blower-policy.pdf

g. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company''s businesses. Risk management is a structured approach to manage uncertainty, the Board has adopted a Risk Management Policy. All business divisions and corporate functions have embraced Risk Management Policy and make of it in their decision making. Key business risks and their mitigation are considered in day-to-day working of the Company, the risk management process over the period of time will become embedded into the Company''s business system and process, such that the responses to risk remain current and dynamic.

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

the Corporate Social Responsibility Committee (CSR Committee) is duly constituted 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, 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, the details in regards to CSR activities have been prescribed in Annexure II.

The CSR policy of the Company is available on the Company''s web-site and can be accessed in the link provided herein below: http://www.maninfra.com/contracting/pdf/csr-policy.pdf

The particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman, the Independent Directors at their meeting considered and evaluated the performance of Board and its Committees, performance of the Chairman and other non-independent Directors, the Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director, the Nomination and Remuneration Committee has approved the Policy relating to evaluation of every director''s performance. Accordingly, evaluation of all directors was carried out.

j. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

the familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take wel l informed decisions in a timely manner, the familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of programme for familiarization of Independent Directors are put up on the website of the Company at the link: http://www.maninfra.com/contracting/bod.html

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

l. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review along with other disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as Annexure III.

m. CODE OF CONDUCT:

Pursuant to SEBI Regulation, 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.

n. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Regulations; forms part of this Annual Report.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2017:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March 2017 read with the explanatory notes therein are self-explanatory, and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made there under, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2017:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2016-17. Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2016-17 forms part of this report, the said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

d. APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai (Registration No.: 104767W), the existing Statutory Auditor has completed the maximum tenure as the Statutory Auditors of the Company, the audit committee and the Board of Directors of the Company at their respective meetings hold on 29^th May 2017; have recommended the appointment of M/s Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) as the Statutory Auditors of the Company in place of existing Statutory Auditors. M/s Nayan Parikh & Co., will hold office for a period of five years from the conclusion of the 15^th Annual General Meeting until the conclusion of the 20^th Annual General Meeting of the Company, subject to the approval of the shareholders of the Company at every subsequent Annual General Meeting during the aforesaid period, the Company has received a confirmation from M/s Nayan Parikh & Co., Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Statutory Auditors of the Company.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 29^th May, 2017, appointed M/s. Shekhar Joshi & Co. (Firm Registration Number 100448) as the Cost Auditors of the Company for the financial year 2017-18.

f. 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, various Internal Controls over Financial Reporting (ICFR) 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.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure V which forms part of this Report.

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by the banks, financial institutions, Government authorities and other stakeholders. 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 of

Man Infraconstruction Limited

Place: Mumbai Parag Shah Suketu Shah

Date: 29.05.2017 Managing Director Whole-time Director

DIN:00063058 DIN:00063124

Registered office:

CIN: L70200MH2002PLC136849 12^th

Floor, Krushal Commercial Complex,

Above Shoppers Stop, G. M. Road,

Chembur (West), Mumbai - 400 089

Web-site: www.maninfra.com E-mail: [email protected]

Tel : [phone] Fax : [phone]

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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

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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

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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

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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

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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

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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

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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