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Notes to Accounts of Man Infraconstruction Ltd.

Mar 31, 2014

Share Capital

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity share is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

The Board of Directors, in their meeting on May 29, 2014, have recommended a final dividend of Rs. 1.35 per equity share for the financial year 2013-14. The payment is subject to approval of shareholders in ensuing Annual General Meeting. The total dividend appropriation for the year ended March 31, 2014 amounted to Rs. 711.12 lakhs including dividend distribution tax of Rs. 42.87 lakhs.

During the year ended March 31, 2013, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 2.25 towards final dividend. The total dividend appropriation for the year ended March 31, 2013 amounted to Rs. 1,215.94 lakhs including dividend distribution tax of Rs. 102.19 lakhs.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Short Term Borrowings

The Company has been sanctioned bank overdraft facility, cash credit facility and non-fund based facilities (including Letter of credit) by commercial banks. The Company has pledged fixed deposit of Rs. 5,155.00 lakhs (PY Rs. 5,855.00 lakhs ) for overdraft facilities and Rs. 599.94 lakhs (PY Rs.1,279.45 lakhs) for non-fund based facilities, with the banks as security. In addition an overdraft facility, cash credit facility and non - fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai, hypothecation of the current assets and movable property of the Company. In the previous year, the said facilities were also secured by personal guarantee of one of the directors of the Company. The interest rate on the bank overdrafts and cash credit facilities ranges from 10.20% to 14.85%.

1. Cost of Office Premises includes 75 Shares of Rs. 50 each.

2. The remaining amortisation period for Computer Software is 21 to 22 months.

3. The numbers in the "Other additions / removals" column represent reclassification of assets from "Assets held for operating lease activities" to "Owned assets" and vice versa.

Contingent Liabilities and commitments

in Rs. lakhs Particulars As at As at 31st March, 2014 31st March, 2013

Contingent Liabilities

Claims against the Company not acknowledged as debts.

* Disputed Tamil Nadu Government Sales Tax 37.20 37.20

* Disputed Kerala Government Sales Tax 321.60 317.03

* Disputed Income tax and Wealth Tax 0.18 0.18

Bank Guarantees 1,969.34 5,604.16

Bank Guarantees given on behalf of Subsidiary Companies and Associates 1,203.00 1,864.18

Corporate guarantee given to bank for fund / non- fund based facilities granted to Subsidiary Companies 20,500.00 20,500.00

Commitments

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for 30.73 35.44

Other commitments 62.56 125.13

Corporate guarantees (Performance guarantees) given to clients 16.78 327.69

In the opinion of the Management, Debtors, Loans and Advances and other Assets have a realisable value in the ordinary course of business, not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

As per the intimation available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. This information regarding Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

The Company''s operations predominantly consist of construction, project activities and real estate development. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

The Company has long term investments in a Joint Venture amounting to Rs. 420.00 lakhs (PY Rs. 420.00 lakhs).The book value per share of this Company as per their last Audited Balance Sheet is lower than cost per share to the Company. However, having regard to the long-term involvement in this Company, no provision towards diminution in value is considered necessary.


Mar 31, 2013

1.1 The Exceptional item of Rs. 1,160.23 Lakhs for the Year ended 31st March, 2012, relates to the proceedings under Section 132 of the Income Tax Act, 1961, initiated in January, 2012. The process of compliance with the proceedings under Section 132 are in progress.

1.2 In the opinion of the management, all assets other than fixed assets and non - current investments, have a realisable value in the ordinary course of business, not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

1.3 As per the intimation available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. This information regarding Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

1.4 Additional information under Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the Company for the period:

1.5 Details of utilisation of proceeds raised through the Initial Public Offering (IPO)

During the financial year 2009-2010, the Company had received Rs. 13,326.67 lakhs net of Share Issue Expenses as Initial Public Offering. The details of utilisation of proceeds raised through the Initial Public Offering are as under:

1.6 Employee Benefits

The Company''s defined benefit plans consists of Gratuity as per the Gratuity Act 1972. The Company has not funded the liability as on 31st March, 2013. Disclosures required as per Accounting Standard 15 in respect of defined benefit plan is as under:

1.7 The Company''s operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

1.8.1 Names of related parties and description of relationship:

a. Subsidiary Companies: Man Projects Limited

Manaj Infraconstruction Limited

Man Nirmal Infraconstruction Limited

Man Realtors and Holdings Pvt. Ltd.

Man Chandak Developers Pvt Ltd (Subsidiary of Man Infraconstruction Limited only upto 02.04.2012)

Manaj Tollway Pvt Ltd

Man Global Holdings Ltd

AM Realtors Private Limited (Subsidiary of Man Infraconstruction Limited w.e.f 03.01.2013)

b. Associates: Man Chandak Developers Pvt Ltd (Subsidiary of Man

Infraconstruction Limited upto 02.04.2012)

S M Developers (Associate w.e.f. 01.07.2012)

c. Joint Venture of the Company : DB Man Realty Limited

d. Key Management Personnel & Relatives :

Key Management personnel Parag K Shah - Managing Director

Suketu R Shah - Whole time Director Relatives Kishore C Shah

Indira K Shah Mansi P Shah Jesal S Shah Purvi M. Shah Manish M. Shah Sudeep Shah Rameshchandra F Shah Manan Shah Vatsal Shah Parag K Shah-HUF Suketu R Shah-HUF

e. Enterprises in which Key Management Personnel and/ or their relatives have Significant Influence:

Conwood Pre-Fab Limited

Dynamix- Man Pre-Fab Limited Swastik Man Realtors

1.9 The Company has long term investments in Joint Venture aggregating to Rs. 420.00 lakhs (PY. Rs. 420.00 lakhs ).The book value per share of this company as per their last Audited Balance Sheet is lower than cost per share to the company. However, having regard to the long-term involvement in this company, no provision towards diminution in value is considered necessary.

1.10 Previous year figures are regrouped and rearranged wherever necessary to make them comparable with those of the current year.


Mar 31, 2012

In Rs. lakhs

As at As at 31st March, 2012 31st March, 2011

1.1.1 Contingent Liabilities

Claims against the Company not acknowledged as debts:

- Disputed Tamil Nadu Government Sales Tax 3720 36.89

- Disputed Kerala Government Sales Tax 26717 62.01

- Disputed Income tax and Wealth Tax 0.18 30.85

Bank Guarantees 8,139.56 5,421.40

Bank Guarantees given to client on behalf of Subsidiary Company 1,981.18 1,981.18

Corporate guarantee given to bank for non- fund based facilities of 5,000.00 5,000.00

Subsidiary Companies

Bank Guarantees given on behalf of Jointly Controlled Entity - 900.00

Outstanding Letter of Credit - 302.45

1.1.2 Commitments

Estimated amount of contracts (net of advances) remaining to be execute 92.96 3,502.71 on capital account and not provided for

Other commitments 125.13 -

Investment in Man Global Holdings Limited partly paid (AED 6000) 0.83 -

Corporate guarantees (Performance guarantees) given to clients 653.40 3,109.09

The Company has committed to provide the necessary level of support, to enable the loss making subsidiary company (Man Nirmal Infraconstruction Ltd) to remain in existence and continue as a going concern.

In the opinion of the management, all assets other than Fixed Assets and Non - current Investments, have a realizable value in the ordinary course of business, not less than the amount at which they are stated in the Balance Sheet and provision for all known liabilities and doubtful assets have been made.

As per the intimation available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. This information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

The Company's operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17 During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

The Company has long term investments in Joint Venture aggregating to Rs. 420.00 lakhs (PY Rs. 30.00 lakhs).The book value per share of this company as per their last Audited Balance Sheet is marginally lower than cost per share to the company. However, having regard to the long-term involvement in this company no provision towards diminution in value is considered necessary

Disclosure required pursuant to Accounting Standard 27 - 'Financial Reporting of Interests in Joint Ventures': Amount of Interest based on Audited Accounts for the year ended 31st March, 2012

Previous period/year figures have been regrouped/ reclassified wherever considered in view of Notification No. SO 447 (E), dated 28th February, 2011, w.e.f 1st April, 2011 (amended by Notification No SO 653 (E), dated 30th March, 2011) wherein Financial Statements have to be prepared and presented as per the new Schedule VI of the Companies Act,1956 for the financial year commencing on or after 1st April, 2011.


Mar 31, 2011

I. Contingent Liabilities:

Rs. in Lakhs

2010-2011 2009-2010

1 Claims against the Company not acknowledged as debts.

- Disputed Tamil Nadu Government Sales Tax 36.89 72.36

- Disputed Kerala Government Sales Tax 62.01 62.01

- Disputed Income Tax and Wealth Tax 30.85 0.18

2 Bank Guarantees 5,421.40 6,205.64

3 Bank Guarantees given to client on behalf of 1,981.18 671.18 Subsidiary Company

4 Corporate guarantee given to clients 3,109.09 3,010.27

5 Corporate guarantee given to bank for non- fund 5,000.00 5,000.00 based facilities of Subsidiary Companies

6 Bank Guarantees given on behalf of Jointly 900.00 900.00 Controlled Entity

7Outstanding Letter of Credit 302.45 123.64

ii. The Company has been sanctioned bank overdraft facility, cash credit facility and non-fund based facilities (including Letter of credit) by commercial banks. The Company has pledged fixed deposit of Rs. 500.00 Lakhs (PY Rs. 500.00 Lakhs) for overdraft facility and Rs. 1,243.00 Lakhs (PY Rs. 1,010.00 Lakhs) for non-fund based facilities, with the banks as security. In addition cash credit facility and non - fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai, hypothecation of book debts and personal guarantee of one of the directors of the Company.

iii. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 3,502.71 Lakhs (PY Rs. 400.31 Lakhs).

iv. In the opinion of the management, the debtors and loans & advances have a realisable value in the

ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

v. As per the intimation available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. This information regarding Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

vi. Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the Company for the period:

vii. During the last year the Company had received Rs. 13,326.67 Lakhs net of Share Issue Expenses as Initial Public Offering. Out of this an amount of Rs. 9,882.32 Lakhs (PY Rs. 13,326.67 Lakhs) is unutilised at the end of the year. The Company has invested Rs. 9,882.32 Lakhs (PY Rs. 12,578.56 Lakhs) in Mutual Funds and Rs. NIL in Fixed Deposits (PY Rs. 700.00 Lakhs) and Rs. NIL (PY Rs. 48.11 Lakhs) is lying in Current Account.

x. The Companys operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other Country The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary

xi. Disclosure required pursuant to Accounting Standard - 18 "Related Party Disclosures" prescribed by the Companies (Accounting Standards) Rules, 2006 is as under:

(a) Names of related parties and description of relationship:

1. Subsidiary and Associate Concerns:

Subsidiary Company Man Projects Limited Man Ajwani Infraconstruction Limited Man Nirmal Infraconstruction Limited Man Realtors and Holdings Pvt. Ltd.

2. Key Management Personnel & Relatives: Key Management personnel

Managing Director Parag K Shah

Whole Time Director Suketu R Shah

Relatives Kishore C Shah

Indira K Shah Mansi P Shah Jesal S Shah Purvi M Shah Manish M Shah Sudeep R Shah Rameshchandra F Shah

3. Associates and Joint Ventures of the Company : DB Man Realty Limited

4. Enterprises in which Key Management - Conwood Pre-Fab Limited Personnel and/ or their relatives have Significant Influence: - Parag K Shah-HUF

- M/S Man Ratna Developers

- Winsome Properties Limited

- Dynamix- Man Pre-Fab Limited

xiii. Disclosure required pursuant to Accounting Standard - 19 - "Leases" prescribed by Companies (Accounting Standards) Rules, 2006 is as follows:

a) Operating Lease Payment:

The Company has taken various residential premises under cancellable operating leases. Lease rental expense in respect of operating leases: Rs. 46.22 Lakhs (PY Rs. 41.16 Lakhs)

b) Operating Lease - Receivables:

The Company has let out commercial premises under non-cancellable operating leases.

xvi. The Company has long term investments in Joint Venture aggregating to Rs. 30.00 Lakhs (PY Rs. 27.00 Lakhs).The book value per share of this Company as per their last Audited Balance Sheet is substantially lower than cost per share to the Company. However, having regard to the long-term involvement in this Company, no provision is considered necessary.

xviii. Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.


Mar 31, 2010

I). Contingent Liabilities:

Particulars 2009-2010 2008-2009 Rs. in lakhs Rs. in lakhs

1 Claims against the Company not acknowledged as debts.

- Demand notice issued by Tamil Nadu Government Sales Tax Authorities for additional tax (including penalty Rs. 19.36 lakhs) for the Financial Year 38.73 38.73 2003-04. The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

- Demand notice issued by Tamil Nadu 4.42 -- Government Sales Tax Authorities for additional tax (including penalty Rs. 17.53 lakhs) for the Financial Year 2004-05. The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

- Demand notice issued by Tamil Nadu Government Sales Tax Authorities for additional tax Rs. 4.42 lakhs for the Financial Year 2006-07. The 57.43 - Company has filed an appeal against the assessment order before the Hon. Appellate Deputy Commissioner (CT) III, Chennai.

- Demand notice issued by Kerala Government Sales Tax Authorities for Tax (including interest Rs. 10.36 lakhs) for the Financial Year 2007-08. 4.57 -- The company has filed an appeal against the assessment order before the Deputy Commissioner (Appeals), Commercial Taxes, Ernakulam; Kerala.

- Demand notice issued by Kerala Government Sales Tax Authorities for -- 92.24 Tax (including interest Rs. 0.38 lakhs) for the Financial Year 2009-10. The company has filed an appeal against the assessment order before the Deputy Commissioner (Appeals), Commercial Taxes, Ernakulam, Kerala.

- Income Tax liability (including interest) for the Financial Year 2006-07 that - 92.24 may arise in respect of which the Company has applied for rectification of mistakes apparent from record u/s154 of the Income Tax Act, 1961.

- Fringe Benefit Tax liability (including interest) for the Financial Year - 4.15 2006-07 that may arise in respect of which the Company has applied for rectification of mistakes apparent from record u/s115WJofthe Income Tax Act, 1961.

- Wealth Tax liability for the Financial Year 2006-07 that may arise in respect 0.18 0.18 of which the Company has applied for rectification of mistake apparent from record under the Wealth Tax Act, 1957.

2 Bank Guarantees 6,205.64 8,259.06

3 Bank Guarantees given to client on behalf of Subsidiary Company 671.18 671.18

4 Corporate guarantee given to clients 3,010.27 3,010.27

5 Corporate guarantee given to bank for non- fund based facilities of Subsidiary 5,000.00 1,500.00 Company

6 Bank Guarantees given for tender 900.00 --

7 Letter of Credit issued to clients 123.64 --

ii). The Company has been sanctioned bank overdraft facility and non-fund based facilities (including Letter of credit and cash credit facility) by commercial banks. The Company has pledged fixed deposit of Rs. 500.00 lakhs (PY Rs. 500.00 lakhs) for overdraft facility and Rs. 1,010.00 lakhs (PY Rs. 1,021.25 lakhs) for non-fund based facilities, with the banks as security. In addition non - fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai, hypothecation of book debts and personal guarantee of two directors of the Company.

iii). Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 400.31 lakhs (PY Rs. 512.38 lakhs).

iv). In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

v). As per the intimation available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. This information regarding Mfcro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

vi). Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period:

vii). During the year the Company has received Rs. 13,326.67 lakhs (PY Rs. 7,245.00 lakhs) net of Share Issue Expenses. Out of this an amount of Rs. 13,326.67 lakhs (PY Rs. 5,699.00 lakhs) is unutilized at the end of the year. The Company has invested Rs. 12,578.56 lakhs (PY Rs. 200.00 lakhs) in Mutual Funds and Rs. 700.00 lakhs in Fixed Deposits (PY Rs. 5,499.00 lakhs) and Rs 48.11 lakhs (PY NIL) is lying in Current Account.

x). The Companys operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

xi). Disclosure required pursuant to Accounting Standard - 18 "Related Party Disclosures" prescribed by the Companies (Accounting Standards) Rules, 2006 is as under:

(a) Names of related parties and description of relationship:

1. Subsidiary and Associate Concerns :

Subsidiary Company

Man Projects Limited

Man Ajwani Infraconstruction Limited

Man Nirmal Infraconstruction Limited

2. Key Management Personnel & Relatives :

Key Management personnel

- Managing Director Parag K Shah

- Whole Time Director Suketu R Shah

Relatives

Kishore C Shah Indira K Shah Mansi P Shah Jesal S Shah Purvi M. Shah Manish M. Shah Sudeep Shah Rameshchandra F Shah

3. Associates and Joint Ventures of the Company :

DB Man Realty Limited (Formerly known as DB Man Realty Private Limited)

4. Enterprises in which Key Management Personnel and/ or their relatives have Significant Influence:

- Conwood Pre-Fab Limited

- Parag K Shah-HUF

- M/S Man Ratna Developers

- Winsome Properties Limited

- Dynamix- Man Pre-Fab Limited

xiii). Disclosure required pursuant to Accounting Standard -19 - "Leases" prescribed by Companies (Accounting Standards) Rules, 2006 is as follows:

a) Operating Lease Payment:

The Company has taken various residential premises under cancellable operating leases. Lease rental expense in respect of operating leases : Rs. 41.16 lakhs (PY Rs. 50.11 lakhs)

b) Operating Lease - Receivables:

The Company has let out commercial premises under non-cancellable operating leases. Gross block of assets let out on operating lease : Rs. 151.84 lakhs (PY Rs. 151.84 lakhs) Accumulated depreciation as at 31st August, 2009* : Rs. 8.13 lakhs (PY Rs. 5.05 lakhs) Depreciation charged during the year to the

Profit and Loss Account : Rs. 3.07 lakhs (PY Rs. 5.05 lakhs)

(* since the operating lease was terminated on 31st August 2009)

xvi). Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.


Mar 31, 2009

I) Contingent Liabilities:

2008-2009 2007-2008 Rs. Rs.

1 Claims against the Company not acknowledged as debts.

- Demand notice issued by Tamil Nadu Government Sales Tax Authorities for additional 3,872,944 3,872,944 tax (including penalty Rs.1,936,472/-) for the Financial Year 2003-04 . The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

- Demand notice issued by Tamilnadu Government Sales Tax Authorities for additional tax (including penalty Rs. 17,52,503/-) for the Financial Year 2004-05. The Company 2,920,838 - has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

2 Bank Guarantees 825,905,508 552,746,693

3 Bank Guarantees given to client on behalf of Subsidiary Company 67,1 18,336

4 Corporate guarantee given to clients 301,027,092 -

5 Corporate guarantee given to bank for non- fund based facilities of Subsidiary Company 150,000,000 -

6 Income Tax liability (including interest) that may arise in respect of which the Company 9,223,616 - has applied for rectification of mistakes apparent on record u/s 154 of the Income Tax Act, 1961.

7 Fringe Benefit Tax liability (including interest) that may arise in respect of which the 415,276 - Company has applied for rectification of mistakes apparent on record u/s 115WJ of the Income Tax Act, 1961.

8 Wealth Tax liability that may arise in respect of which the Company has applied for 18,006 - rectification of mistake apparent on record under the Wealth Tax Act, 1957.

ii) The Company has been sanctioned bank overdraft facility and non-fund based facilities as stated above by commercial banks. The Company has pledged fixed deposit of Rs. 50,000,000 (PY Rs. 50,000,000) and Rs. 102,125,000 (PY Rs. 126,387,179), with the banks as security for above facilities respectively. In addition non - fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai .hypothecation of book debts and personal guarantee of two directors of the Company.

iii) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 51,237,950 (PY Rs. 22,697,948).

iv) Prior Period Adjustments is on account of Income tax, Service tax, Cess, etc expenses relating to earlier year accounted during the year Rs. 7,281,280 (PY Nil), Reversal of expenses relating to previous year Rs.630,833 (PY Nil) and other adjustments Rs.830,331 (PY Nil)

v) The debtors and loans and advances are subject to confirmation and reconciliation. In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

vi) There are no Micro, Small and Medium Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 3 Ist March, 2009. This information is as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

vii) Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period.

viii) During the year the Company has received Rs. 724,500,000 (PY Rs. 266,670,000) out of issue of Share capital. Out of this an amount of Rs. 569,900,000 (PY Rs. 59,000,000) is unutilized at the end of the year. The Company has invested Rs.20,000,000 (PY Rs. 59,000,000) in Mutual funds and Rs. 549,900,000 in Fixed deposits (PY NIL).

x) Employee Benefits:

b. In terms of the transitional provision of AS 15 Employee Benefits, liability as on I st April 2008 was adjusted against opening balance of General Reserve.

xi) The Companys operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

xii) Related Party Transactions

(a) Names of related parties and description of relationship:

1. Subsidiary and Associate Concerns:

Subsidiary Company Man Projects Limited

Man Ajwani Infraconstruction Limited (A Joint Venture Company incorporated on 24.03.2009)

Associate Company Escube Ports Limited (was an associate company up to December 29, 2007)

2. Key Management Personnel & Relatives :

Key Management personnel

Managing Director Parag K Shah

Executive Director Suketu R Shah

Relatives Kishore C Shah

Indira K Shah

Mansi P Shah

Jesal S Shah

Purvi M. Shah

Manish M. Shah

Vishant M. Shah

Ayush M. Shah

Sudeep Shah

3. Enterprises in which Key Management - Conwood Pre-Fab Limited ( it has become an Enterprise in which Key Personnel and/ or their relatives have Management Personnel /relatives have significant Influence from April 10, Significant Influence: 2008)

* For the year ended March 31, 2008, Conwood Pre-Fab Pvt Limited was an enterprise in which Key Management Personnel and/ or their relatives had significant Influence only upto July 7, 2007

- Parag K Shah-HUF

- Suketu R Shah-HUF

- M/S Man Ratna Developers

- Winsome Properties Limited

- Dynamix- Man Pre-Fab Limited

xvii) Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.


Mar 31, 2008

I) Contingent Liabilities:

As at As at 31 st March, 2008 31 st March, 2007 Rs. Rs.

1 Claims against the Company not acknowledged as debts.

Demand notice issued by Tamil Nadu Government Sales Tax Authorities for 3,872,944 - additional tax (including penalty Rs. 1,936,472) for the Financial Year 2003-04 . The Company has filed an appeal against the assessment order before the Hon. Appellate Assistant Commissioner (CT) III, Chennai.

2 Bank Guarantee 552,746,693 276,366,057

3 Outstanding Letter of Credit - 10,383,026

ii) The Company has been sanctioned bank overdraft facility and non-fund based facilities as stated above by commercial banks. The Company has pledged fixed deposit of Rs. 50,000,000 (PY Nil) and Rs. 126,387,179 (PY 160,606,709), with the banks as security for above facilities respectively. In addition non - fund based facilities are further secured by way of equitable mortgage over its office premises at Mumbai .hypothecation of book debts and personal guarantee of two directors of the Company.

iii) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for amounts to Rs. 22,697,948 (Previous year Rs. 43,704,215).

iv) In the opinion of the management, the debtors and loans & advances have a realisable value in the ordinary course of business not less than the amount at which they are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

v) As per the information available with the Company, none of the creditors qualify as supplier under The Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and accordingly no disclosure is made u/s 22 of the Act.

vi) Additional information under part II of Schedule VI to the Companies Act, 1956 has been given to the extent applicable to the company for the period.

vii) During the year the Company has received Rs 266,670,000 out of issue of Share capital. Out of this an amount of Rs. 59,000,000 is unutilized at the end of the year. The Company has invested in HDFC FMP 18M January-2008 Growth plan Rs 50,000,000 and in Birla Income Plus Dividend Re-investment Plan Rs 9,000,000. (Previous Year the company has received Rs 286,399,700 out of issue of Share capital. Out of this an amount of Rs 266,165,194 is unutilized at the end of the year. The company has invested in Templeton India Liquid plus fund-Daily dividend reinvestment plan Rs 188,325,724 and Rs 77,839,470 are lying with Banks.)

ix) Employee Benefits:

b. In terms of the transitional provision of AS 15 Employee Benefits, liability as on I st April 2007 has been adjusted against opening balance of General Reserve.

x) The Companys operations predominantly consist of construction / project activities. Hence there are no reportable segments under Accounting Standard-17. During the year under report, the Company has engaged in its business only within India and not in any other Country. The conditions prevailing in India being uniform, no separate geographical disclosures are considered necessary.

xi) Related Party Transactions

(a) Names of related parties and description of relationship:

1. Subsidiary and Associate Concerns

Subsidiary Company Man Projects Limited

Associate Company Escube Ports Limited (was an associate company up to December 29, 2007)

2. Key Management Personnel & Relatives :

Key Management personnel

Managing Director Parag K Shah

Whole time Director Suketu R Shah

Subash Dalmia (held directorship from 24- 08-2006 to 30-11-2006)

Suketu P Shah ( held directorship from 24-08-2006 to 30-11-2006)

Relatives Mansi P Shah

Kishore C Shah Indira K Shah Jesal S Shah

Sita Dalmia ( was a relative of Key management upto 30-11.2006)

Arti S Shah ( was a relative of Key management upto 30-11.2006) Purvi M. Shah Manish M. Shah Vishant M. Shah Ayush M. Shah Sudip Shah Ramesh Shah

3. Enterprises in which Key Management -Conwood Prefab Pvt Limited(was an Enterprise in which

Personnel and/ or their relatives have Key Management Personnel had significant Influence up to Significant Influence: July 7, 2007)

- Sharda Developers (was an Enterprise in which Key Management Personnel had significant Influence up to March 3 1, 2007)

- Eden Realtors Pvt. Ltd.

xii) The Companys significant leasing arrangements are in respect of operating leases for premises and construction equipment. The leasing arrangements range from 11 months to 2 years generally and are usually cancelable /renewable by mutual consent on agreed terms. The aggregate lease rents payable are charged as rent in the Profit and Loss Account.

xv) Amalgamation of Pathare Real Estate & Developers Ltd. with the Company:

a. In accordance with the Scheme of Amalgamation and Arrangement approved by the Honorable High court of judicature at Bombay vide its order dated 8th September, 2006, Pathare Real Estate & Developers Ltd ("PREDL") - (whose core business was civil construction) has been amalgamated with the Company with effect from I st June, 2006. PREDL was wholly owned by the Company hence no shares were exchanged to effect the amalgamation.

b. The amalgamation has been accounted in the year ended 31 * March, 2007 under the "Pooling of Interest Method" as prescribed by the accounting standard (AS-14) on Accounting for Amalgamation issued by The Institute of Chartered Accountants of India

xvi) Amalgamation of Man Onfraproject Ltd. with the Company:

a. In accordance with the Scheme of Amalgamation and Arrangement approved by the Honorable High court of judicature at Bombay vide its order dated 16th March, 2007, Man Infraproject Limited ("MIPL") - (whose core business was civil construction) has been amalgamated with the Company with effect from Ist December, 2006. MIPL was wholly owned by the Company hence no shares were exchanged to effect the amalgamation.

b. The amalgamation has been accounted for under the "Pooling of Interest Method" in the year ended 31st March 2007.

xvii) Figures in respect of the previous year have been regrouped wherever necessary and possible to make them comparable with those of the current year.

 
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