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Man Infraconstruction Ltd.

BSE: 533169 Sector: Infrastructure
NSE: MANINFRA ISIN Code: INE949H01023
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OPEN 31.00
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VOLUME 9590
52-Week high 41.85
52-Week low 18.00
P/E 12.29
Mkt Cap.(Rs cr) 757
Buy Price 30.55
Buy Qty 20.00
Sell Price 30.80
Sell Qty 100.00
OPEN 31.00
CLOSE 32.20
VOLUME 9590
52-Week high 41.85
52-Week low 18.00
P/E 12.29
Mkt Cap.(Rs cr) 757
Buy Price 30.55
Buy Qty 20.00
Sell Price 30.80
Sell Qty 100.00

Man Infraconstruction Ltd. (MANINFRA) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors have pleasure in presenting Seventeenth Annual Report on the operationsof the Company together with the Audited Financial Statements for the financial year ended31st March 2019.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance for the year ended 31st March 2019 as compared tothe previous financial year is summarized below:

(Amount in Rs. Lakhs)

Standalone

Consolidated

Particulars Year Ended on 31st March 2019 Year Ended on 31st March 2018 Year Ended on 31st March 2019 Year Ended on 31st March 2018
Revenue from Operations 16648.47 19286.71 37125.71 65160.19
Other Income 10749.65 9025.13 3152.51 4415.13
Total Income 27398.12 28311.84 40278.22 69575.32
Expenses
Cost of materials consumed / sold 4302.87 4624.22 6564.72 16538.58
Changes in inventories 76.21 - (3934.95) (8697.25)
Employee benefits expense 2343.30 2382.56 3972.90 4532.33
Finance costs 154.87 87.77 5335.20 5552.48
Depreciation and amortization expense 398.94 483.86 744.69 799.53
Sub Contract/Labour Charges 3137.43 6319.79 8137.82 21478.35
Cost of Land/Development Rights/ Premium - - 5774.16 2813.80
Other Expenses 2707.90 4192.23 6645.71 8555.31
Total Expenses 13121.52 18090.43 33240.26 51573.13
Profit before exceptional Items share of profit / (loss) of associates / joint venture and Tax 14276.60 10221.41 7037.96 18002.19
Share of Profit / (loss) of associates / joint ventures (Net of tax) - - 1507.40 (125.56)
Profit before exceptional items and tax - - 8545.36 17876.63
Exceptional Items - - - -
Profit before tax 14276.60 10221.41 8545.36 17876.63
Tax expense;
Current Tax (Including current tax of earlier year) 3470.65 2774.52 4303.36 6925.76
Deferred Tax (45.63) 79.85 (13.79) 34.98
Profit for the period 10851.58 7367.04 4255.79 10915.89
Non-Controlling Interest - - 76.80 4263.31
Profit after Tax and Non-Controlling Interest 10851.58 7367.04 4178.99 6652.58
Other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss 95.27 16.74 173.84 26.53
Attributable to Owners of the Parent - - 141.31 24.44
Attributable to Non-Controlling Interest - - 32.53 2.09
Total Comprehensive Income (aftertax) 10946.85 7383.78 4320.30 6677.02
Attributable to Non-Controlling Interest - - 109.33 4265.40
Paid-up Equity Share Capital 4950.01 4950.01 4950.01 4950.01
(Face Value of Share Rs. 2/- each)
Other Equity 75664.08 67847.76 64448.95 63888.16
Earnings Per Share (EPS) (Face Value of Rs. 2 /- each) (not annualized for quarters);
a) Basic (in Rs.) 4.38 2.98 1.69 2.69
b) Diluted (in Rs.) 4.38 2.98 1.69 2.69

The financial statements for the year ended 31st March 2019 have beenprepared in accordance with Ind AS (Indian Accounting Standards).

b. OPERATIONS:

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

c. FINANCIAL PERFORMANCE:

The performance highlights are as under:

The Company achieved a turnover (net of VAT) of Rs. 16648.47 Lakhs (on consolidatedbasis Rs. 37125.71 Lakhs) during the year as against previous year's turnover (net ofVAT) of Rs. 19286.71 Lakhs (on consolidated basis Rs. 65160.19 Lakhs) showing decreaseby-13.67% (on consolidated basis -43.02%) and has earned a Profit after Tax (PAT) of Rs.10851.58 Lakhs (on consolidated basis Rs. 4178.99 Lakhs) as against previous year'sProfit of Rs. 7367.04 Lakhs (on consolidated basis Rs. 6652.58 Lakhs) showing increaseby 47.30% (on consolidated basis-37.18%).

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

A report on the performance and financial position of each of the subsidiariesassociates and joint venture entities for the financial year ended 31st March2019 as per the Companies Act 2013 is provided as Annexure A to the consolidatedfinancial statement and hence not repeated here for the sake of brevity. The Policy fordetermining material subsidiaries as approved may be accessed on the Company's website atthe link: http://www.maninfra.com/contracting/pdf/policy-on- material-subsidiaries.pdf

Additional information on Subsidiaries/Associates/ Joint ventures:

Man Vastucon LLP ('Man Vastucon1): Man Vastucon is engaged in the businessof Real Estate. The construction work of Phase I of its mega real estate project namely‘Aaradhya HighPark' at Mahajanwadi within the jurisdiction of Mira BhayandarMunicipal Corporation; is in full swing. Man Vastucon has received good response to theProject. The Company holds 99.99% stake in Man Vastucon.

Atmosphere Realty Private Limited ('ARPL'): ARPL is engaged into the business of RealEstate. ARPL has successfully completed Phase I of Atmosphere Project and is in process ofinitiating Phase II. ARPL has received good response to the Project. The Company holds17.50% stake in ARPL.

Man Aaradhya Infraconstruction LLP ('Man Aaradhya'):

Man Aaradhya is engaged into the business of Real Estate. The Company has completed theconstruction of new buildings in GhatkoparWest Mumbai. The Company holds 98.00% stake inMan Aaradhya.

Manmantra Infracon LLP ('Manmantra'): Manmantra is engaged in the business of realestate development and has completed a residential project namely "AaradhyaSignature" at Sion (W) Mumbai. The Company holds 60.00% stake in Manmantra.

MICL Realty LLP ('MICL Realty'): MICL Realty LLP is engaged into the business of RealEstate and is undertaking redevelopment project at Ghatkopar (E) Mumbai in the name of"Aaradhya Nine". The construction of new buildings is in full swing and hasreceived good response to the Project. The Company holds 46.00% stake in MICL Realty.

MICL Developers LLP ('MICL Developers'): MICL Developers LLP is engaged into thebusiness of Real Estate and is undertaking redevelopment project(s) at Vikhroli Mumbai inthe name of "Aaradhya Eastwind". The Company holds 99.99% stake in MICLDevelopers.

Man Projects Limited ('MPL'): MPL is engaged into the business of providing CivilConstruction Services. MPL has efficiently completed the work for development of thefourth container terminal at Jawaharlal Nehru Port (JNPT) Mumbai India for Bharat MumbaiContainer Terminal Private Limited as per order received. The Company holds 51% stake inMan Projects Limited.

Manaj Tollway Private Limited ('MTPL'): MTPL was executing a 41 km road project beingfour lanning of Hadapsar Saswad Belsar Phata Road project at S.H. 64 Taluka PurandarDistrict Pune and such other additional or incidental works on 'Design - Build - Finance -Operate - Transfer1 (DBFOT) basis for 'Public Works Department' (PWD)Government of Maharashtra. In March 2015 MTPL has submitted a Termination Notice to PWDon account of failure of PWD to acquire and hand over land for road construction andunresolved matters on forest clearance and has stopped the work. MTPL has claimed costsincurred and compensation in line with the terms and conditions of the ConcessionAgreement from PWD. MTPL had filed arbitration petition before the Arbitral Tribunal andthe Honourable High Court has appointed a Sole Arbitrator. The Hon'ble Arbitrator hasgiven the award in favour of MTPL against which PWD has filed a petition under theArbitration Act which is pending admission. The Company holds 63% stake in Manaj TollwayPrivate Limited.

Man Realtors and Holdings Private Limited (MRHPL):

MRHPL is engaged in business of real estate and is undertaking a redevelopmentproject(s) at Naidu Colony Ghatkopar(E) Mumbai. The Company holds 66% stake in MRHPL

Man Chandak Realty LLP: Man Chandak Realty LLP is engaged in Real Estate business. TheCompany holds 50% stake in the said LLP which is planning to develop a property in VileParle (W) Mumbai under Development Management Model.

Starcrete LLP (Starcrete): Starcrete is engaged in the business of producingmanufacturing processing trading dealing in all kind of building material productsincluding ready mix concrete (RMC) Aggregate cement and all cement based products etc.The Company acquired 50% stake in Starcrete on 2nd April 2019.

e. DIVIDEND:

The Board in its Meeting held on 1st September 2018 declared an InterimDividend of Rs. 1.26 per share (i.e. 63 %) on the Equity Shares of Rs. 2/- which was paidto the entitled Shareholders on 21st September 2018. The dividend payoutincluding dividend distribution tax was Rs. 3130.53 Lakhs. The Company's dividend policyis based on the need to balance the twin objectives of appropriately rewarding theshareholders with dividend and conserving the resources to meet the Company's growth.

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

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 / Investor Education and Protection Fund(Awareness and Protection of Investors) Rules 2001 Rs. 47266 of unpaid/ unclaimeddividends and 1138 equity shares on which dividend for seven consecutive years wasunpaid/ unclaimed; were transferred during the year to the Investor Education andProtection Fund.

g. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of the Listing Regulations the Consolidated Financial Statements forms partof this Annual Report and shall also be laid before the ensuing Annual General Meeting ofthe Company. The Consolidated Financial Statements have been prepared in accordance withthe Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

h. REVISION OF FINANCIAL STATEMENT:

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

i. TRANSFER TO RESERVES:

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

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

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered by the Company during the financial year were inthe ordinary course of business and on an arm's length basis. The details of materialrelated party transactions i.e. transactions exceeding 10% of the annual consolidatedturnover as perthe last audited financial statements are furnished in Annexure I and formspart of this Report. Further details of related party transactions entered by the Companyas required under Ind AS 24 are available in notes to the standalone financial statementssection of the Annual Report and forms part of this Report.

As per the requirement under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations")approval of the Audit Committee was received for all the Related Party Transactions. Asper the Regulation 23(8) of the SEBI Regulations the Company has sought approval ofshareholders for passing necessary resolutions the results of which have been declared on14th August 2018 & 5th February 2019. The Policy on dealingwith Related Party Transactions may be accessed on the Company's website at the link:http://www.maninfra.com/contracting/pdf/policy-on-materiality-of-related-party-transactions.pdf

m. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Particulars of loans given investments made guarantees given and securities providedas covered under the provisions of Section 186 of the Companies Act 2013 have beendisclosed in the notes to the standalone financial statements forming part of the AnnualReport. (Please refer to 2.03 and 2.05 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

The constitution of the Board of Directors is in accordance with Section 149 of theCompanies Act 2013 and Regulation 17 of the Listing Regulations. During the year underreview the changes in the Board of Directors are as follows:

1. Re-appointment of Mr. Manan P. Shah as whole time Director for a period of fiveyears commencing from 01.04.2019 to 31.03.2024 passed vide postal ballot the results ofwhich were declared on 5th February 2019 thereafter with the recommendationof the Nomination and Remuneration Committee and approval of the Board subject toapproval of shareholders he was elevated as Joint Managing Director of the Company w.e.f.14th February 2019;

2. Re-appointment of Mr. Kamlesh Vikamsey as an Independent Director of the Company fora second consecutive term of five years commencing from

01.04.2019 to 31.03.2024 passed vide postal ballot the results of which were declaredon 5th February 2019;

3. Re-appointment of Mr. Dharmesh Shah as an Independent Director of the Company for asecond consecutive term of five years commencing from

01.04.2019 to 31.03.2024 passed vide postal ballot the results of which were declaredon 5th February 2019;

4. Re-appointment of Mr. Berjis Desai as an Independent Director of the Company for asecond consecutive term of five years commencing from

01.04.2019 to 31.03.2024 subject to the approval of the Shareholders at the GeneralMeeting;

5. Appointment of Ms. Kavita Upadhyay as an Independent Woman Director of the Companyw.e.f

13.02.2019 for a period of five years commencing from 13.02.2019 to 12.02.2024 subjectto the approval of the shareholders at the General Meeting;

6. Resignation of Ms. Shruti Udeshi as Non-Executive Non-Independent Woman Director ofthe Company w.e.f closure of business hours from 13.02.2019; and

7. Mr.Sivaramakrishnan Iyer retired as an Independent Director of the Company witheffectfrom 31st March 2019 on account of completion of his term of 5 years.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Suketu R.Shah (DIN: 00063124) is liable to retire by rotation at the ensuing Annual General Meetingof the Company and being eligible has offered himself for reappointment. Necessaryresolution for his reappointment is included in the Notice of 17th AGM forseeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to appointment/Re-appointment of Directors isgiven separately as Annexure A to the AGM Notice.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance with the Section 149(6) of theCompanies Act 2013 confirming their independence and pursuantto Regulation 25 of theListing Regulations.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Six times duringthe financial year under review. The detailsof the Board meetings and the attendance of Directors thereat are provided in theCorporate Governance Report forming part of the Annual Report.

Additionally a separate Meeting of Independent Directors was held on 17thMay 2018 in compliance with the requirements of Schedule IV of the Companies Act 2013 andthe provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2019 theBoard of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the profit of the Company for that year;

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

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

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

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

c. AUDIT COMMITTEE:

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

Si. No. Name Category Designation
1. Mr. Kamlesh Vikamsey Independent Director Chairman
2. Mr. Dharmesh Shah Independent Director Member
3. Ms. Kavita Upadhyay Independent Director Member

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

d. NOMINATION AND REMUNERATION COMMITTEE:

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

Sr.

No.

Name Category Designation
1. Mr. Dharmesh Shah Independent Director Chairman
2. Mr. Kamlesh Vikamsey Independent Director Member
3. Mr. Berjis Desai Independent Director Member

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

The Company has Nomination and Remuneration policy which provides the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees inaccordance with the provisions of Section 178 of the Companies Act 2013. The Nominationand Remuneration Policy of the Company is hosted on the Company's Website at:https://www.ma ninfra.com/contracting/pdf/ nomination-and-remuneration-policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

f. VIGIL MECHANISM POLICY:

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

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

g. RISK MANAGEMENT POLICY:

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. The Board has adopted a Risk Management Policy for all its business divisionsand corporate functions and the same have embraced in the decision making to ease the riskinvolved. Key business risks and their mitigation are considered in day-to-day working ofthe Company and also in the annual/strategic business plans and management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constitutedcomprising Mr. Berjis Desai as the Chairman Mr. Pa rag Shah and Mr. Dharmesh Shah as ofmembers. The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company monitoring the implementation of theframework of the CSR Policy and recommending the amount to be spent on CSR activities. Thedetails in regards to CSR activities have been prescribed in Annexure II.

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

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a PerformanceEvaluation Framework under which evaluation of the performance of Board as a whole itscommittees and the individual Directors was carried out. The Independent Directors attheir meeting held on May 17 2018 considered and evaluated the performance of BoardChairman of the Board and the Non-Independent Directors. The Board subsequently evaluatedperformance of the Board the Committees and Independent Directors; without participationof the concerned Director. The Nomination and Remuneration Committee has approved thePolicy relating to evaluation of every director's performance. Accordingly evaluation ofall directors was carried out.

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

The familiarization programme aims to provide Independent Directors with the industryscenario the

socio-economic environment in which the Company operates the business model theoperational and financial performance of the Company significant developments so as toenable them to take well informed decisions in a timely manner. The familiarizationprogramme also seeks to update the Directors on the roles responsibilities rights andduties under the Act and other statutes.

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

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

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

l. PARTICULARS OF EMPLOYEES:

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

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

m. CODE OF CONDUCT:

Pursuant to SEBI Regulation the declaration signed by the Managing Director affirmingthe compliance of Code of Conduct by the Directors and senior management personnel for theyear under review is annexed to and forms part of the Corporate Governance Report.

n. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Schedule V of the SEBI Regulations; forms part of thisAnnual Report

4. AUDITORS AND REPORTS:

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

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH 2019:

The auditor's reportfor the financial year ended 31st March 2019 does notcontain any qualification reservation or adverse remark and therefore do not cal I forany further explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

b. FRAUD REPORTING:

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

c. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED31st MARCH 2019:

Provisions of Section 204read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi andAssociates Company Secretaries had been appointed to undertake the Secretarial Audit andissue Secretarial Audit Report and Annual Secretarial Compliance Report for the financialyear 2018-19. The Secretarial Audit Report issued by M/s. Rathi and Associates CompanySecretaries in Form MR-3 for the financial year 2018-19 forms part of this report. Thesaid reports do not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

d. STATUTORY AUDITORS:

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

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

e. COST AUDITORS:

In respect of FY 2018-19 your Company is required to maintain cost records asspecified by the Central Government under section 148(1) of the Companies Act 2013 andaccordingly such accounts and records are made and maintained by your Company.

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time andaccordingly as per the recommendation of the Audit Committee the Board of Directors attheir meeting dated 17th May 2018 appointed M/s. Shekhar Joshi & Company(Firm Registration Number 100448) Cost Accountants as the Cost Auditors of the Companyfor the financial year 2018-19. The Cost Audit Report for FY 2018-19 will be filed withinthe prescribed period under the Companies Act 2013.

In respect of FY 2019-20 the Board based on the recommendation of the Audit Committeehas approved the appointment of M/s. Shekhar Joshi & Company (Firm Registration Number100448) Cost Accountants as the Cost Auditors of the Company. A resolution forratification of the remuneration to be paid for such appointment is included in the noticeof the ensuing Annual General Meeting.

f. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates Chartered Accountants (Firm Registration Number 100404W)Internal Auditors of the Company have carried out internal audit of the Company for thefinancial year 2018-19 as per scope of work finalized with the Audit Committee. Thefindings of the Internal Auditors are discussed on an on-going basis in the meetings ofthe Audit Committee and corrective actions are taken as per the directions of the AuditCommittee. The Audit Committee has accepted all the recommendation of the InternalAuditors.

In respect of FY 2019-20 the Board based on the recommendation of the Audit Committeehas approved the appointment of M/s. Aneja Associates Chartered Accountants (FirmRegistration Number 100404W) as the Internal Auditors of the Company.

g. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory issued by the Institute of CompanySecretaries of India.

5. OTHER DISCLOSURES:

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

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2019 made under theprovisions of Section 92(3) of the Act is attached as Annexure IV which forms part of thisReport.

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

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

c. CORPORATE GOVERNANCE:

The Company adheres to good corporate governance practices accordingly as per ScheduleV of Listing Regulations; the Auditors' certificate on Corporate Governance is annexed tothe Directors' Report. The requisite certificate from the Practicing Company Secretaryconfirming compliance of the conditions of Corporate Governance is attached to the Reporton Corporate Governance.

d. CREDIT RATING:

The Company enjoys a good reputation for its sound financial management and its abilityto meet financial obligations. CARE the reputed Rating Agency has reaffirmed the creditrating as "A - Stable" for Long term Bank limits and "A- Stable/ CareA2+" for Long/Short term Bank Limits of the Company.

6. GENERAL:

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

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

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

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

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

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

Your Directors further state that during the year under review no complaints werefiled and disposed of and no complaints were pending as on the end of the financial yearin relation to the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.

7. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they havereposed in the Company. Your Board similarly expresses gratitude for the co-operationextended by the banks financial institutions government authorities and otherstakeholders. Your Board acknowledges with appreciation the invaluable support providedby the Company's auditors business partners and investors.

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

For and on behalf of the Board of Directors of Man Infraconstruction Limited
Place: Mumbai Parag Shah Suketu Shah
Date: 22.05.2019 Managing Director Whole-time Director
DIN:00063058 DIN: 00063124

Registered office:

CIN: L70200MH2002PLC136849 12th Floor Krushal Commercial Complex

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

Mumbai - 400 089

Web-site: www.maninfra.com

E-mail: investors@maninfra.com

Tel: 022 4246 3999

Fax: 022 2525 1589