Notes to Accounts of Man Infraconstruction Ltd.

Mar 31, 2023

Rights, preference and restrictions attached to shares:

Equity Shares

The Company has only one class of equity shares having a par value of '' 2/- per share. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

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

Bonus Shares

The Company had allotted 12,37,50,135 fully paid equity shares of face value Rs.2/- each on November 22, 2021 pursuant to a bonus issue approved by the shareholders through a postal ballot. The Bonus Equity Shares of Rs. 2/- each were allotted in the ratio of 1 (One) new fully paid- up Bonus Equity Share of Rs. 2/- each for every 2 (Two) existing fully paid-up Equity Shares of Rs. 2/- each held by the eligible Members; whose name appeared in the Register of Members/ List of Beneficial Owners as on November 19, 2021, being the Record Date fixed for this purpose. The bonus shares were issued from the Securities premium reserve.

(i) Methods and assumptions used to estimate the fair values

The fair values of the financial assets and liabilities are included at the amount at which the instruments can be exchanged

in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) The carrying amounts of receivables and payables which are short term in nature such as trade receivables, other receivables, other bank balances, deposits, loans, accrued interest, trade payables, receivables / payables for property, plant and equipment, demand loans from banks and cash and cash equivalents are considered to be the same as their fair values.

b) The fair values of non-current assets and liabilities are measured at amortised cost and are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

c) For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

(ii) Categories of financial instruments

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by

valuation technique:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

Level 3: inputs which are not based on observable market data

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 use of it in their decision making. Risk management is an integral part of the business practices of the Company.

The Company''s activities expose it to credit risk, liquidity risk and market risk. These key business risks and their mitigation are considered in day-to-day working of the Company.

a. Credit risk

Credit risk arises from the possibility that the counterparty will cause financial loss to the company by failing to discharge its obligation as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Credit risk arises primarily from financial assets such as trade receivables, investments in mutual funds and other balances with banks. Credit risk arising from investments in mutual funds and other balances with banks is limited as the counterparties are banks and financial institutions with high credit ratings.

The Company has specific policies for managing customer credit risk; these policies factor in the customers'' financial position, past experience and other customer specific factors. The Company uses the allowance matrix to measure the expected credit loss of trade receivables from customers.

Trade receivables consists of large number of customers spread across diverse industries and geographical areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored and appropriate action is taken for collection of overdue receivables.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company''s principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow that is generated from operations. The Company has consistently generated sufficient cash flows from its operations and believes that these cash flows along with its current cash and cash equivalents and funding arrangements are sufficient to meet its financial obligations as and when they fall due. Accordingly, liquidity risk is perceived to be low.

(v) Capital management Risk management

The Company''s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholder value.

For the purpose of the Company''s capital management, capital includes capital and all other equity reserves. In order to maintain or achieve a capital structure that maximises the shareholder value, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans. As at March 31, 2023, the Company has only one class of equity shares and has no debts of long term nature. Hence, there are no externally imposed capital requirements.

4.02 Contingent liabilities and contingent assets
	As at March 31, 2023	As at March 31, 2022
Contingent liabilities
Claims against the Company not acknowledged as debts
- Disputed Tamil Nadu Government Sales Tax	0.31	0.31
- Disputed Service Tax*	8,905.04	8,905.04
*The Company has filed appeals with the Customs, Central Excise and Service Tax Appellate Tribunal (CESTAT) against the demands raised by the Service Tax department and considers it probable that the judgement will be in its favour.
Bank Guarantees and Corporate Guarantees given on behalf of Subsidiary Companies and Associates	8,515.48	41,640.08

4.03 CommitmentsOther commitments

The Company has committed to provide the necessary level of support to its various subsidiaries to remain in existence and continue as going concerns.

4.05 Disclosure pursuant to Ind AS 115 "Revenue from Contracts with Customers"

a. As the Company''s business activity falls within a single business segment viz. Engineering, Procurement and Construction Services (EPC) which is considered as the only reportable segment and the revenue substantially being in the domestic market, the financial statements are reflective of the information required by Ind AS 108 "Operating Segment''! The nature, amount, timing and uncertainty of revenue and cash flows are similar across company''s revenue from contracts with customers. Accordingly, there is no disaggregation of revenue disclosed.

b. Out of the total revenue recognised under Ind AS 115 during the year, '' 78,600.54 lakhs (Year 2021-22: '' 21,909.97 lakhs) is recognised over a period of time.

Risk exposure and asset liability matching :

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

Liability Risks -

Asset - Liability Mismatch Risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilites may seem small, but in practise can have a significant impact on the defined benefit liabilites.

Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilites especially unexpected salary increases provided at management''s discretion may lead to estimation uncertainites increasing this risk.

Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances.

4.07 In accordance with Ind AS 108 ''Operating Segment; segment information has been given in the Consolidated Financial Statements of Man Infraconstruction Limited, and therefore, no separate disclosure on segment information is given in the Standalone Financial Statements.

4.14 The Board of Directors of the Company had declared and paid interim dividend amounted to ? 0.90/- per equity share of ? 2/- each during the year (FY-2021-22- ? 1.26/- per equity share ? 2/- each).

4.15 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

4.16 Additional Regulatory Information detailed in Clause 6L of General Instructions given in Part 1 of Division II of Schedule III to the Companies Act,2013 are furnished to the extent applicable to the Company.

(i) The Company does not have any Benami property, where any proceedings has been initiated or pending against the Company for holding any Benami property.

(ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(iv) The Company has not any such transactions which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

(v) The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.

(vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(vii) The Company has complied with the number of layers prescribed under Companies Act, 2013.

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Mar 31, 2018

Background

Man Infraconstruction Limited is a Public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on BSE Limited and National Stock Exchange in India.The Company was incorporated on 16th August, 2002 and is engaged in the business of Civil Construction.

Authorization of standalone financial statements

The standalone financial statements for the year ended March 31,2018, were approved and authorised for issue by the Board of Directors on May 17, 2018.

* 1,622,820 number of Equity Shares ( March 31, 2017 : 1,622,820) are pledged with a Security Trustee of financial institutions for borrowing facilities granted to the subsidiary - Manaj Tollway Private Limited (MTPL). The equity investment in MTPL shown above includes equity component recognised on fair valuation of the preference shares investments in MTPL.

** During the year, the Company’s stake in Man Realtors and Holdings Private Limited (MRHPL) got diluted by 22.12%. Post dilution, the Company’s stake in MRHPL is 66.00% ( March 31, 2017 : 84.75% ). The investment in MRHPL shown above includes equity component recognised from interest free loan given to the said subsidiary.

*** Partnership Interest of the Company is pledged with Non-banking Financial Companies and a Housing Finance Company for borrowing facilities granted to Man Vastucon LLP.

b. Rights, preference and restrictions attached to shares:

Equity Shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares 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.

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

Capital Reserve

During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as capital reserve.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. Utilisation of the reserve will be in accordance with the provisions of the Companies Act, 2013.

General Reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

The Company has pledged fixed deposits of Rs. 3,258.57 lakhs (March 31, 2017: Rs. 3,258.00 lakhs) for overdraft facilities and Rs. 503.84 lakhs (March 31, 2017: Rs. 500.00 lakhs) for non-fund based facilities, with the banks as security. In addition an overdraft facility, cash credit facilities and non

- fund based facilities are further secured by way of equitable mortgage of its office premises at Mumbai, hypothecation of the current assets and movable properties of the Company.

1.01 Financial Instruments : Fair value measurements, Financial risk management and Capital management

(i) Methods and assumptions used to estimate the fair values

The fair values of the financial assets and liabilities are included at the amount at which the instruments can be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) The carrying amounts of receivables and payables which are short term in nature such as trade receivables, other receivables, other bank balances, deposits, loans, accrued interest, trade payables, receivables / payables for property, plant and equipment, demand loans from banks and cash and cash equivalents are considered to be the same as their fair values.

b) The fair values of non-current assets and liabilities are measured at amortised cost and are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

c) For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

(ii) Categories of financial intsruments

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and Level 3: inputs which are not based on observable market data

(iv) Financial Risk Management

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 use of it in their decision making. Risk management is an integral part of the business practices of the Company.

The Company’s activities expose it to credit risk, liquidity risk and market risk. These key business risks and their mitigation are considered in day-to-day working of the Company.

a. Credit risk

Credit risk arises from the possibility that the counterparty will cause financial loss to the company by failing to discharge its obligation as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Credit risk arises primarily from financial assets such as trade receivables, investments in mutual funds and other balances with banks. Credit risk arising from investments in mutual funds and other balances with banks is limited as the counterparties are banks and financial institutions with high credit ratings.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company’s principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow that is generated from operations. The Company has consistently generated sufficient cash flows from its operations and believes that these cash flows along with its current cash and cash equivalents and funding arrangements are sufficient to meet its financial obligations as and when they fall due. Accordingly, liquidity risk is perceived to be low.

(v) Capital management Risk management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholder value.

For the purpose of the Company’s capital management, capital includes capital and all other equity reserves. In order to maintain or achieve a capital structure that maximises the shareholder value, the Company allocates its capital for distribution as dividend or reinvestment into business based on its long term financial plans. As at March 31, 2018, the Company has only one class of equity shares and has no debts. Hence, there are no externally imposed capital requirements.

The above cashflows assumes future accruals.

Expected contributions for the next year The plan is unfunded as on the valuation date.

Sensitivity analysis

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the Defined Benefit obligation (DBO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying one parameter at a time and studying its impact.

Risk exposure and asset liability matching :

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

Liability Risks -

Asset - Liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilites may seem small, but in practise can have a significant impact on the defined benefit liabilites.

Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilites especially unexpected salary increases provided at management’s discretion may lead to estimation uncertainites increasing this risk.

Unfunded Plan Risk -

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances.

1.02 In accordance with Ind AS 108 ‘Operating Segment’, segment information has been given in the Consolidated Financial Statements of Man Infraconstruction Ltd, and therefore, no separate disclosure on segment information is given in the Standalone Financial Statements.

Note :

(i) The Company has fair valued the interest free loan given to its subsidiary Man Realtors and Holdings Private Limited as at April 1, 2015.

(ii) The Company fair values the investments made in Redeemable, Non Convertible, Non Participating 0% Preference Shares issued by its subsidiary Manaj Tollway Private Limited.

1.03 Disclosure as per Section 186 of the Companies Act, 2013

The operations of the Company are classified as ‘infrastructure facilities ‘ as defined under Schedule VI to the Act. Accordingly, the disclosure requirements specified in sub-section 4 of Section 186 of the Act in respect of loans given or guarantee given or security provided and the related disclosures on purposes / utilization by recipient companies, are not applicable to the Company except details of investment made during the year 2017-18 as per Section 186 (4) of the Act.

The Company has made investments in the following body corporates :

Man Vastucon LLP - Rs. 0.45 lakhs MICL Developers LLP - Rs. 0.0099 lakhs Man Chandak Realty LLP- Rs. 0.50 lakhs

Manaj Tollway Private Limited - 69.30 lakhs of Preference shares amounting to Rs. 693 lakhs

1.04 Recent pronouncements

Ind AS 115- Revenue from Contract with Customers

On March 28, 2018, the Ministry of Corporate Affairs (MCA) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch-up approach). The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the Cumulative catch-up approach transition method and accordingly, comparatives for the year ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is being ascertained.

As per our report of even date

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Mar 31, 2017

Risk exposure and asset liability matching:

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

Liability Risks -

Asset - Liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to estimation uncertainties increasing this risk.

Unfunded Plan Risk -

This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances.

1. In accordance with Ind AS 108 ''Operating Segment'', segment information has been given in the Consolidated Financial Statements of Man Infraconstruction Ltd, and therefore, no separate disclosure on segment information is given in the Standalone Financial Statements

2. Notes to first-time adoption of Ind AS:

3. Property, plant and equipment

the Company has availed the exemption available under Ind AS 101 to continue the carrying value for all of its property, plant and equipment and intangibles as recognized in the financial statements as at the date of transition to Ind AS, measured as per the IGAAP and use that as its deemed cost as at the date of transition.

4. Loan to Subsidiary

The Company had given interest free loan to one of the subsidiary in earlier years which was outstanding on the date of transition to Ind AS. the loan had no fixed contractual cash flows or stated repayment terms. Under IGAAP this loan was accounted for as “Non-current Assets" under Loans and Advances till March 31, 2016.

Under Ind AS the unsecured loan has been measured at fair value on initial recognition with a subsequent increase in the amount of investment. The fair value is determined using the present value method using discount rate which is the borrowing market rate. This has resulted in the increase in value of investments in the said subsidiary and interest income earned by the Company up to March 31, 2016. the said loan is no longer interest free as the Company has started charging interest on the same w.e.f. April 01, 2016.

5. Investment in Subsidiaries

Under Ind AS, a first time adopter can measure investments at cost determined in accordance with Ind AS 27 or at deemed cost, the deemed cost of the investment can be the fair value of the investment at the transition date or the IGAAP carrying amount, the Company has opted to measure its investments in subsidiary at the IGAAP carrying amount as its deemed cost on transition date.

6. Trade Receivables

Under IGAAP, the Company had created provision for impairment of receivables consisting specific amount for incurred losses. Under Ind AS, impairment allowance has been determined based on Expected Credit Loss Model (ECL) which has led to an increase in the amount of provision as on the date of transition.

7. Defined Benefit Plans

Both under IGAAP and Ind AS, the Company recognized costs related to its post employment defined benefit plans on an actuarial basis. Under IGAAP the entire cost, including actuarial gains and losses are charged to the Statement of Profit and Loss. Under Ind AS, re-measurement (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through other comprehensive income(OCI) and the corresponding tax effect is also given in OCI.

8. Deferred tax

IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using balance sheet approach which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base, the application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under IGAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such difference. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity.

9. Other Comprehensive Income

Under IGAAP, the Company has not presented Other Comprehensive Income separately. Hence it has reconciled IGAAP profit or loss to profit or loss as per Ind AS. Further, IGAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

10. Inclusion of Bank Overdraft for the purpose of Cash flow

Under Ind AS, bank overdrafts which are repayable on demand and form an integral part of an entity''s cash management system and are included in cash and cash equivalents for the purpose of presentation of Statement of Cash flows. Whereas under IGAAP there was no similar guidance and hence, bank overdrafts were considered similar to other borrowings and the movements therein were reflected in cash flows from financing activities.

11. Investment in Preference shares

Under IGAAP investment in preference shares are accounted at cost and were presented underinvestments. Under Ind AS 109 investments are to be measured at fair value on initial recognition, "frieze investments have been shown as a part of Investment in Preference shares under Financial Assets, the preference shares do not meet the definition of equity instrument as per Ind AS 32 and are held to collect contractual cash flows, hence they are fair valued at amortized cost, the fair value is determined using the present value method using the discount rate which is the borrowing market rate, the difference between the amount paid for acquiring the preference shares and its fair value is considered as investment in equity, the Company will accrue interest using the effective interest rate (discount rate) over the term of the preference shares.

12. Investments in Mutual funds

Under IGAAP, investments in mutual funds were classified as current investments based on the intended holding period and readability, These investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value

13. the Board of Directors, at their meeting held on May 29, 2017, have recommended a final dividend ofRs.0.54 per equity share ofRs.2/- each fully paid, for the financial year 2016-17 aggregating to Rs.1,452.84 lakhs including dividend distribution tax ofRs.116.34 lakhs, the payment is subject to approval of shareholders in the ensuing Annual General Meeting, the same has not been recognized as liability.

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Mar 31, 2016

The Company has only one class of shares referred to as equity shares having a par value of '' 2. 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.

During the first quarter, the Company had declared and paid an Interim Dividend of Rs, 0.54 per share (i.e. 27%) on 247,500,270 Equity Shares having Face Value of Rs, 2/- each, for the financial year 2015-16 . During the fourth quarter, the Company had declared and paid Second Interim Dividend of Rs, 0.99 per share (i.e. 49.50%) on 247,500,270 Equity Shares having Face Value of Rs, 2/- each, for the financial year 2015-16. The total dividend appropriation for the year ended March 31, 2016 amounted to Rs, 4,530.94 lakhs including dividend distribution tax of Rs, 744.18 lakhs.

During the first quarter of the previous year, the Company had declared and paid an Interim Dividend of Rs,1.35 per share (i.e. 13.5%) on 49,500,054 Equity Shares having Face Value of Rs, 10/- each, for the financial year 2014-15. The total dividend appropriation for the year ended March 31, 2015 amounted to Rs, 781.82 lakhs including dividend distribution tax of Rs, 113.57 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.

The Company has pledged fixed deposits of Rs, 4,258 lakhs (PY Rs, 5,155 lakhs) for overdraft facilities and Rs, 647 lakhs (PY Rs, 657 lakhs) for non-fund based facilities, with the banks as security. In addition an overdraft facility, cash credit facilities and non - fund based facilities are further secured by way of equitable mortgage of its office premises at Mumbai, hypothecation of the current assets and movable properties of the Company.

*1,622,820 number of Equity Shares ( March 31, 2015 : 1,622,820) are pledged with a Security Trustee of financial institutions for borrowing facilities granted to the subsidiary - Manaj Tollway Private Limited.

** Partnership Interest of the Company is pledged with a Non-banking Financial Company and a Housing Finance Company for borrowing facilities granted to Man Vastucon LLP.

# Investment in Tenancy Rights in a flat (included above) has been pledged with bank for borrowing facilities granted to Man mantra Infracon LLP.

Notes

a Interest has been charged on loans given to wholly owned subsidiaries only on loans given after 1^st April, 2014 in accordance with Section 186 of the Act.

b All the above loans have been given for business / project purposes.

c The Company has made investments in the following body corporates :

Manmantra Infracon LLP - Nil ( P.Y. Rs, 300 lakhs)

Man Vastucon LLP - Rs, 499.50 lakhs (P.Y. Nil)

MICL Realty LLP - Rs, 0.36 lakhs (P.Y. Nil)

MICL Developers LLP - Rs, 0.99 lakhs (P.Y. Nil)

Manaj Tollway Private Limited - 50.40 lakhs (P.Y. 56.70 lakhs) of Preference shares amounting to Rs, 504 lakhs (P.Y.Rs, 567 lakhs) Man Projects Limited - 2 Equity shares (P.Y. Nil) amounting to Rs, 0.00 (P.Y. Nil) d For details of guarantees given, refer note no. 2.27

* Recognized on cancellation of unencashed time barred instruments.

** Includes margin money deposits and securities against borrowings, guarantees, commitments etc. amounting to Rs, 597.00 lakhs (PY Rs, 97.00 lakhs)

*** Includes margin money deposits and securities against borrowings, guarantees, commitments etc. amounting to Rs, 4,308.50 lakhs (PY Rs, 5,715.50 lakhs)

1 In the opinion of the management, Debtors, Loans and Advances and other Assets 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.

2 As per the intimation available with the Company, there are no outstanding dues to Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, (''MSMED'') and the Auditors have relied upon the same. The disclosure as per Sub-para FA of Para 6 of Part I of Schedule III to the Companies Act, 2013 is as under :

3 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.

4 Disclosure required pursuant to Accounting Standard - 18 "Related Party Disclosures”:

5 Names of related parties and related party relationship-where control exists :

Subsidiaries Man Projects Limited

Manaj Infraconstruction Limited Man Aaradhya Infraconstruction LLP Man Realtors and Holdings Private Limited Manaj Tollway Private Limited Manmantra Infracon LLP Man Vastucon LLP (Subsidiary w.e.f 2^nd July, 2015)

MICL Developers LLP (Subsidiary w.e.f 24^th February, 2016)

AM Realtors Private Limited Other Related parties with whom transactions have taken place during the year :

a. Joint Ventures : Atmosphere Realty Private Limited

(Was an Associate upto 30^th September, 2014)

MICL Realty LLP (W.e.f 6^th November, 2015)

S M Developers (A jointly controlled entity through a wholly owned subsidiary)

b. Key Management Personnel & Relatives :

Key Management personnel Parag K Shah - Managing Director

Suketu R Shah - Whole time Director

Manan P Shah - Whole time Director ( w.e.f. 29^th May, 2014)

Relatives Mansi P Shah

Vatsal Shah Purvi M Shah Jesal S Shah Rameshchandra F Shah Surekha Shah Sudeep Shah Parag K Shah-HUF Suketu R Shah-HUF Asit R Shah

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

Dynamix- Man Pre-Fab Limited A M Developers Swastik Man Realtors

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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.

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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.

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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.

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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.

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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.

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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.

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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.