Notes to Accounts of Man Industries (India) Ltd.

Mar 31, 2023

Provisions, Contingent Liabilities and Contingent Assets

Provision is recognised in the accounts when there is a present obligation as a result of past event(s) and it is probable
that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are
not discounted to their present value and are determined based on the best estimate required to settle the obligation
at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best
estimates.

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote.

Contingent assets are neither recognised nor disclosed in the financial statements.
k Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended
use. All other borrowing costs are charged to profit and loss account.

l Earning Per Share

In determining earning per share, the Company considers the net profit after tax and includes the post-tax effect of any
extraordinary / exceptional item. The number of shares used in computing Basic Earning per Share is the weighted average
number of shares outstanding during the period. The number of shares used in computing Diluted Earnings per Share
comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average
number of shares that could have been issued on the conversion of all dilutive potential equity shares unless the results
would be anti - dilutive. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless
issued at a later date.

m Exceptional Items

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of
the company is such that its disclosure improves the understanding of the performance of the company, such income
or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial
statements.

n Impairment of Non-Financial Assets

Property, plant and equipment and Intangible assets and are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is
measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the
asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates
used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any
accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

o Government Grants

Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached
conditions will be complied with.

Where the grant relates to an asset the cost of the asset is shown at gross value and grant thereon is treated as capital grant
which is recognised as income in the statement of profit and loss over the period and in proportion in which depreciation
is charged.

Revenue grants are recognised in the statement of profit and loss in the same period as the related cost which they are
intended to compensate are accounted for.

Where the company receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and
released to the statement of profit and loss over the expected useful life and pattern of consumption of the benefit of the
underlying asset by equal annual instalments.

p Financial Instruments
Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions
of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade
receivables which are initially measured at transaction price. transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to
the fair value on initial recognition.

Subsequent measurement

a. Non-derivative financial instruments

i) Financial assets carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective
is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.

ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within
a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. The Company has made an irrevocable
election for its investments which are classified as equity instruments to present the subsequent changes in
fair value in other comprehensive income based on its business model. Further, in cases where the Company
has made an irrevocable election based on its business model, for its investments which are classified as equity
instruments, the subsequent changes in fair value are recognized in other comprehensive income.

iii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit
or loss.

-Impairment

The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets
which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing
component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses
are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk
from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses
(or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to
be recognised is recognized as an impairment gain or loss in profit or loss.

iv) Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for
contingent consideration recognized in a business combination which is subsequently measured at fair value
through profit and loss. For trade and other payables maturing within one year from the Balance Sheet date, the
carrying amounts approximate fair value due to the short maturity of these instruments.

v) Investment in subsidiaries

Investment in subsidiaries is carried at cost.

b. Derivative financial instruments

The Company holds derivative financial instruments such as foreign exchange forward and option contracts to
mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is
generally a bank.

c. Share capital
Ordinary Shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares
and share options are recognized as a deduction from equity, net of any tax effects.

Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial
liability (or a part of a financial liability) is derecognized from the Company''s balance sheet when the obligation
specified in the contract is discharged or cancelled or expires.

q Fair Value Measurement:

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are
based on market conditions and risks existing at each reporting date. The methods used to determine fair value include
discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result
in general approximation of value, and such value may never actually be realized.

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Mar 31, 2018

1. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed in note no 44 , 46 and 47. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

b Micro & Small Facilitation Council, Madhya Pradesh has passed an order against the Company in suit filed by Pragya Equipments Private Limited for '' 145.79 Lacs including interest of '' 88.31 Lacs for recovery of dues outstanding. The Company has preferred an appeal against the aforesaid order before the District Court, Indore. During the year the company had deposited '' 22.44 Lakhs with the court.

2. CAPITAL MANAGEMENT Risk Management

The primary objective of the Company’s Capital Management is to maximize Shareholder value. The Company monitors capital using Debt-Equity ratio, which is total debt divided by total capital.

For the purposes of the Company’s Capital Management, the Company considers the following components of its Balance Sheet to be managed capital.

Total equity as shown in the Balance Sheet includes General reserve, Retained earnings, Share capital, Security premium. Total debt includes current debt plus non-current debt.

a) Fair value hierarchy

This section explains the judgment and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the Financial Statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 2:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3:

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

b) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

i) the use of quoted market prices or dealer quotes for similar instruments

ii) the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

iii) the fair value of forward foreign exchange contracts are determined using forward exchange rates at the Balance Sheet date

iv) the fair value of foreign currency option contracts is determined using the Black Scholes valuation model.

v) the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 1 and 2.

c) Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer (CFO).

The carrying amounts of trade receivables, trade payables, other receivables, short-term security deposits, bank deposits with more than 12 months maturity, capital creditors and cash and cash equivalents including bank balances other than cash and cash equivalents are considered to be the same as their fair values due to the current and short-term nature of such balances.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

3. FINANCIAL RIsK MANAGEMENT

Risk Management is an integral part of the business practices of the Company. The framework of Risk Management concentrates on formalizing a system to deal with the most relevant risks, building on existing Management practices, knowledge and structures. The Company has developed and implemented a comprehensive Risk Management System to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalized Risk Management System, leading standards and practices have been considered. The Risk Management System is relevant to business reality, pragmatic and simple and involves the following:

i. Risk identification and definition - Focused on identifying relevant risks, creating, updating clear definitions to ensure undisputed understanding along with details of the underlying root causes contributing factors.

ii. Risk classification - Focused on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes generating the root causes and clear understanding of risk interrelationships.

iii. Risk assessment and prioritization - Focused on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and existing mitigation controls.

iv. Risk mitigation - Focused on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.

v. Risk reporting and monitoring - Focused on providing to the Board and the Audit Committee periodic information on risk profile evolution and mitigation plans.

a) Management of liquidity risk

The Company''s principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow that is generated from operations. The Company believes that current cash and cash equivalents, tied up borrowing lines and cash flow that is generated from operations is sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.

The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed undiscounted cash flows as at the Balance sheet date:

4. MANAGEMENT of MARKET RISK

The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

i. Price risk,

ii. Interest rate risk; and

iii. Foreign exchange risk

The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The objective of the Company’s Management of market risk is to maintain this risk within acceptable parameters, while optimizing returns. The Company’s exposure to, and Management of, these risks is explained below:

b Defined benefit plans:

Gratuity:

The company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days'' salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with Indian law.

The following tables summaries the components of net benefit expenses recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet:

2 Sensitivity Analysis Method:

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognized in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

^A Amount paid to Punjab National Bank, Raigarh, Chhattisgarh towards acquisition of land & equipment’s of Scan Ispat Limited. The company has filed suit for recovery of the same from the Punjab National Bank.

* On account of disputes pending adjudication before various judicial authorities regarding the title/ownership of the shares and also the dispute regarding right to receive dividend on such shares between the two promoter shareholders groups, the Company, based on the representations of both the groups, has obtained a legal opinion on this issue and accordingly, the dividend for the FY 2014-15, 2015-16 and 2016-17 has been kept in abeyance in the unpaid dividend account with ICICI Bank. While, the aggrieved group has filed a complaint in this regard with the Sessions Court, Mumbai, the Company has also filed a writ petition challenging the aforesaid complaint, in Hon''ble Bombay High Court, where the matters are pending for hearing and final disposal.

5.i. The Company has not initiated the process of identifying ''suppliers'' covered under the Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure requirements in this regards as per Schedule III of the Companies Act, 2013 could not be provided.

ii. Trade payables / receivables are subject to confirmation and reconciliation.

6. The Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the department had completed the assessment and passed the order against which the company had preferred an appeal at Commissioner of Income Tax - Appeals. Pending the disposal of the appeal, the company had not given effect of the same in the financials.

7. The Company, on approval of the Bombay High Court in March 2015, has given effect to the scheme of arrangement for the merger / demerger between Man Industries (India) Limited (Company) and Man Infraprojects Private Limited (MIPL), in the financial statement of Financial Year 2014-15. MIPL has made frivolous claims on the company and also challenged the valuation of assets which had been already approved by the H''ble Bombay High Court. In view of this, the Company has filed an Application for withdrawal of bogus claims and for modification of scheme to provide for swapping of shares between two promoter groups, which is pending hearing and disposal in the H''ble Bombay High Court. Pending adjudication of the same and pending full implementation of the Scheme, Company continues to be 100% shareholder of MIPL. As the above matter stands sub-judice, liability if any, thereon cannot be quantified.

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Mar 31, 2016

1 Foreign Currency Loans are secured as under:

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

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

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

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

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

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

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Mar 31, 2015

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

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

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

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

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

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

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

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

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

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

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

The Scheme shall become effective upon the Company fling the Order of the Hon'ble High Court sanctioning the Scheme with the ROC, as required by Section 394(3) of the Companies Act, 1956. Pending such fling, the Accounts have been compiled as if the Scheme has become effective and consequently, the following effects have been incorporated in the Accounts.

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

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

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

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

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Mar 31, 2014

Corporate Information

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

(Rs in Lacs)

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

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

Custom Matters(a) - 23,571.78

Entry Tax/Sales Tax Matters 885.08 912.31

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

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

* Prime pipe international USA 807.50 731.63

* Bank of Tokyo and Mitsubishi - -

* Pragya Equipments Private Limited (c) 71.84 -

Total :- 52,471.64 60,251.08

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

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

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

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

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

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

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

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

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

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Mar 31, 2013

1 Corporate Information

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

2 Operating Leases

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

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

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

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

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

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

2 Interest paid during the year.

3 Interest payable at the end of the accounting year.

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

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

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Mar 31, 2012

A Corporate Information

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

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

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

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

1 Micro, Small and Medium Enterprises

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

The accompanying notes are integral part of the financial statements.

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Mar 31, 2010

I. NATURE OF OPERATIONS

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

1. Contingent Liabilities not provided in respect of:

(Rs. In Lakhs)

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

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

2 Excise Duty / Service Tax Matters 4,178.22 298.94

3 Entry Tax / Sales Tax Matters 571.46 243.13

4 Income Tax Matters 86.21 119.90

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

(net of advances) 355.00 215.10

6 Corporate Guarantee Issued 21,574.00 10,474.00

106,562.02 114,002.89

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

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

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

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

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

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

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

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

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

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

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

CURRENT STATUS

Pending for Arbitration

Pending before

Gujrat Highcourt

Pending for

Arbitration

Redirected to

the Collector

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

8. Related Party Disclosures:

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

a) Names of the parties where control exists:

Man Infraprojects Limited – Subsidiary of the Company

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

Man USA Inc – Wholly owned Subsidiary of the Company

Man Overseas Metals DMCC – Wholly owned Subsidiary of the Company

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

JPA Holdings Private Limited

Man Aluminum Limited (till 24.12.2009)

Man Global FZC, UAE

Man Futures Private Limited

Man (U.K.) Limited

c) Names of the Key Management Personnel:

Mr. R.C. Mansukhani – Chairman

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

Mr. J. L. Mansukhani – Executive Director

d) Names of the Relatives of Management Personnel:

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

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

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

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

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

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

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

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

Annual Report 2009 - 2010

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

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

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

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

9. Related Party Disclosures:

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

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

i) JPA Holdings Private Limited ii) Man Aluminum Limited

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

b) Names of the Key Management Personnel:

Mr. R. C. Mansukhani – Chairman

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

Mr. J. L. Mansukhani – Executive Director

c) Names of the Relatives of Key Management Personnel:

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

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

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

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

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

General Description of the Defned Beneft Plan :

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