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Man Infraconstruction Ltd.

BSE: 533169 Sector: Infrastructure
NSE: MANINFRA ISIN Code: INE949H01023
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OPEN 75.75
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VOLUME 7594
52-Week high 134.45
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P/E 26.60
Mkt Cap.(Rs cr) 2,814
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OPEN 75.75
CLOSE 75.85
VOLUME 7594
52-Week high 134.45
52-Week low 38.00
P/E 26.60
Mkt Cap.(Rs cr) 2,814
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Man Infraconstruction Ltd. (MANINFRA) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors have pleasure in presenting Nineteenth Annual Report onthe operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2021.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance for the financial year ended 31stMarch 2021 as compared to the previous financial year is summarized below:

(Amount in Rs. Lakhs)

Particulars Standalone Consolidated
Year Ended on 31st march 2021 Year Ended on 31st march 2020 Year Ended on 31st march 2021 Year Ended on 31st March 2020
Revenue from Operations 11960.53 10697.53 42715.86 26697.83
Other Income 11376.14 9632.40 2485.01 2720.90
Total Income 23336.67 20329.93 45200.87 29418.73
Expenses
Cost of materials consumed/sold 4518.39 4194.89 11971.34 7749.72
Changes in inventories - - (2458.88) (1477.48)
Employee benefits expense 1962.85 2466.85 3624.27 3668.17
Finance costs 121.10 109.74 5837.03 5690.31
Depreciation and amortization expense 647.70 480.34 915.93 707.28
Sub-Contract/Labour Charges 3644.08 2666.60 6730.19 4320.52
Cost of Land/Development Rights/ Premium - - 6869.37 6541.87
Other Expenses 1461.59 1553.55 6322.85 6166.65
Total Expenses 12355.71 11471.97 39812.10 33367.04
Profit before exceptional Items share of profit/(loss) of associates/joint venture and Tax 10980.96 8857.96 5388.77 (3948.31)
Share of Profit/(loss) of associates/joint ventures (Net of tax) - - 122.25 509.65
Profit/(loss) before exceptional items and tax - - 5511.02 (3438.66)
Exceptional Items - - - -
Profit before tax 10980.96 8857.96 5511.02 (3438.66)
Tax expense:
Current Tax (Including current tax of earlier year) 1771.81 1816.67 2344.54 1892.49
Deferred Tax (32.84) 168.69 (167.97) (4108.27)
Profit/(loss) for the period 9241.99 6872.60 3334.45 (1222.88)
Non-Controlling Interest - - 132.92 (510.41)
Profit/(loss) after Tax and Non-Controlling Interest 9241.99 6872.60 3201.53 (712.47)
other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss (22.64) (51.91) (43.48) (73.26)
Attributable to Owners of the Parent - - (36.43) (68.81)
Attributable to Non-Controlling Interest - - (7.05) (4.45)
Total Comprehensive Income (after tax) 9219.35 6820.69 3165.10 (781.28)
Attributable to Non-Controlling Interest - - 125.87 (514.86)
Paid-up Equity Share Capital (Face Value of Share Rs. 2/- each) 4950.01 4950.01 4950.01 4950.01
Other Equity 88115.37 81123.52 62534.43 62025.99
Earnings per Share (EpS) (Face value of Rs. 2/- each)
a) Basic (in Rs.) 3.73 2.78 1.29 (0.29)
b) Diluted (in Rs.) 3.73 2.78 1.29 (0.29)

The financial statements for the year ended 31st March 2021have been prepared in accordance with Ind AS (Indian Accounting Standards).

b. Operations:

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

c. GLOBAL HEALTH Pandemic FROM COViD-19:

After COVID-19 Pandemic first broke in March 2020 in light of variousorders issued by competent authorities allowing industries including their supply chain tooperate the Company sought necessary permissions/approvals from the relevant governmentauthorities for resumption of operations at its Project sites and has resumed itsactivities in phased manner in full compliance with such permissions. The Company hastaken all necessary steps to adhere to the Unlock guidelines and SOPs issued from time totime for sanitization social distancing use of sanitizers and safety masks at sites andshall continue to work to safeguard the interests of its employees workers and otherstakeholders at its project site and office.

d. Financial performance:

The performance highlights are as under:

The Company achieved a turnover (net of GST) of Rs.11960.53 Lakhs (onconsolidated basis Rs.42715.86 Lakhs) during the year as against previous year's turnover(net of GST) of Rs.10697.53 Lakhs (on consolidated basis Rs.26697.83 Lakhs) showingincrease by 11.80% (on consolidated basis 59.99%) and has earned a Profit after Tax (PAT)of Rs.9241.99 Lakhs (on consolidated basis profiit of Rs.3201.53 Lakhs) as againstprevious year's Profit of Rs.6872.60 Lakhs (on consolidated basis loss of Rs.712.47Lakhs).

e. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

A report on the performance and financial position of each of thesubsidiaries associates and joint venture entities for the financial year ended 31stMarch 2021 as per the Companies Act 2013 is provided as Annexure A to theconsolidated financial statement and hence not repeated here for the sake of brevity. ThePolicy for determining material subsidiaries as approved is hosted on the Company'swebsite at the link:

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

Additional information on Subsidiaries/Associates/ Joint ventures:

MAN VASTUCON LLP ('man vastucon'): Man Vastucon is engaged in thebusiness of Real Estate. The construction work of Phase I of its mega real estate projectnamely 'Aaradhya HighPark' at Mahajanwadi within the jurisdiction of Mira BhayandarMunicipal Corporation; is in full swing. Man Vastucon has received a very good response tothe Project. The Company holds 99.99% stake in Man Vastucon.

MiCL Developers LLP ('MiCL Developers'): MICL Developers LLP isengaged into the business of Real Estate. The construction of its real estate projectnamely "Aaradhya Eastwind" at Vikhroli Mumbai is in process and has receivedgood response. The Company holds 99.99% stake in MICL Developers.

Man Realtors and Holdings Private Limited (MRHPL):

MRHPL is engaged in business of real estate. The construction work ofPhase I of its real estate project namely Aaradhya One Earth at Ghatkopar Avenue NaiduColony Ghatkopar (East) Mumbai is in full swing and has received very good response. TheCompany holds 62.79% stake in MRHPL.

Atmosphere Realty Private Limited ('ARPL'): ARPL is engaged intothe business of Real Estate. ARPL has successfully completed Phase I of AtmosphereProject. ARPL has launched Phase II of the said Project and has received very goodresponse. The Company holds 17.50% stake in ARPL.

Man Chandak Realty LLP: Man Chandak Realty LLP is engaged in RealEstate business. The LLP has undertaken joint development of Insignia Project at VileParle (West) Mumbai. The Company holds 50.00% stake in Man Chandak Realty LLP.

Starcrete LLP (Starcrete): Starcrete is engaged in the business ofproducing manufacturing processing trading dealing in all kinds of building materialproducts including ready mix concrete (RMC) Aggregate cement and all cement basedproducts etc. The Company holds 75% stake in Starcrete.

Manaj infraconstruction Limited (MAiL): MAIL is engaged into thebusiness of providing Civil Construction Services and is undertaking Project forconstruction of residential premises at Charholi and Ravet within the jurisdiction ofPimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan Mantri Awas Yojna (PMAY)Housing scheme. The Company holds 64% stake in MAIL.

Man Aaradhya infraconstruction LLP ('Man Aaradhya'):

Man Aaradhya is engaged into the business of Real Estate. The Companyhas completed the construction of new buildings namely "Aaradhya Residency' inGhatkopar West Mumbai. The Company holds 98.00% stake in Man Aaradhya.

Manmantra infracon LLP ('Manmantra'): Manmantra is engaged in thebusiness of Real Estate and has completed a residential project namely "AaradhyaSignature" at Sion (West) Mumbai. The Company holds 60.00% stake in Manmantra.

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

Man projects Limited ('MpL'): MPL is engaged into the business ofproviding Civil Construction Services. MPL has efficiently completed the work fordevelopment of the fourth container terminal at Jawaharlal Nehru Port (JNPT) MumbaiIndia for Bharat Mumbai Container Terminal Private Limited as per order received. TheCompany holds 51% stake in Man Projects Limited.

Manaj Tollway private Limited ('MTpL'): MTPL was executing a 41 kmroad project being four lanning of Hadapsar Saswad Belsar Phata Road project at S.H. 64Taluka Purandar District Pune and such other additional or incidental works on 'Design -Build - Finance - Operate - Transfer (DBFOT) basis for 'Public Works Department' (PWD)Government of Maharashtra. In March 2015 MTPL had 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. The Hon'ble Arbitrator has given the award in favour of MTPL and thematter is pending at the Hon'ble High Court at Bombay. The duly signed consent termsmutually agreed by the parties were accepted by the Hon'ble High Court at Bombay andconsent order was passed dated 12th December 2019. The Government ofMaharashtra had then prayed for review of the consent order passed by the Court. The saidreview petition was dismissed by the Hon'ble High Court at Bombay vide its order dated 5thMarch 2021. In light of the Pandemic and court vacation there is delay in furtherprocess of claim. The Company holds 63% stake in Manaj Tollway Private Limited.

MICL GLOBAL INC. (MICL Global): MICL Global was incorporated as awholly owned subsidiary in the State of Delaware USA to undertakedevelopment/construction activity and is yet to commence its business operation.

f. DIVIDEND:

The Board at its Meeting held on 10th February 2021declared an Interim Dividend of Rs. 0.90 per share (i.e. 45%) on the Equity Shares of Rs.2/- which was paid to the entitled Shareholders on 5th March 2021. Thedividend payout was Rs. 2227.50 Lakhs. The same will be confirmed by the Members as FinalDividend in the ensuing Annual General Meeting. The Company's dividend policy is based onthe need to balance the twin objectives of appropriately rewarding the shareholders withdividend and conserving the resources to meet the Company's growth.

The details of Dividend Distribution Policy are put up on the websiteof the Company at the link: https://www.maninfra.com/contracting/pdf/dividend-distribution-policy.pdf

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

In terms of the provisions of the Investor Education and ProtectionFund (Accounting Audit Transfer and Refund) Rules 2016/Investor Education andProtection Fund (Awareness and Protection of Investors) Rules 2001 unpaid/unclaimeddividend of Rs. 26784/- and 275 equity shares on which dividend for seven consecutiveyears was unpaid/unclaimed; were transferred during the year to the Investor Education andProtection Fund.

h. CONSOLIDATED FINANCIAL STATEMENTS:

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

i. REviSiON OF FiNANCiAL STATEMENTS:

There was no revision of the financial statements for the year underreview.

j. TRANSFER TO RESERvES:

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

k. DiSCLOSURES UNDER SECTiON 134(3)(l) OF THE COMPANiES ACT 2013:

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

l. DiSCloSUrE of iNTERNAL FiNANCiAL CoNTRoLS:

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

m. PARTiCULARS oF CoNTRACTS oR ARRANGEMENT witH related pARTiES:

All Related Party Transactions entered into by the Company during thefinancial year were in the ordinary course of business and on an arm's length basis. Thedetails of material related party transactions are furnished in Annexure i andforms part of this Report. Further details of related party transactions entered into bythe Company as required under Ind AS 24 are available in notes to the standalonefinancial statements section of the Annual Report and forms part of this Report.

As per the requirement under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") approval of the Audit Committee was obtained for all the Related PartyTransactions. As per the Regulation 23(8) of the SEBI Listing Regulations the Companysought approval of shareholders by passing necessary resolution which was granted in theAnnual General Meeting held on 24th September 2020. The Policy on dealing withRelated Party Transactions is hosted on the Company's website at the given link:

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

n. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Particulars of loans given investments made guarantees given andsecurities provided as covered under the provisions of Section 186 of the Companies Act2013 have been disclosed in the notes to the standalone financial statements forming partof the Annual Report. (Please refer to Notes 2.03 2.05 4.08 and 4.11 to the standalonefinancial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

The constitution of the Board of Directors is in accordance withSection 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations.During the year under review there were no changes in the Board of Directors.

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Ashok Mehta (DIN: 03099844) is liable to retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible has offered himself for re-appointment.Necessary resolution for his re-appointment is included in the Notice of 19th AGMfor seeking approval of Members. The Directors recommend his re-appointment for yourapproval.

A brief resume and particulars relating to re-appointment of Directorare given separately as Annexure A to the AGM Notice.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record declarations received fromthe Independent Directors of the Company confirming their independence in accordance withSection 149(6) of the Companies Act 2013 and pursuant to Regulation 25 of the SEBIListing Regulations.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Four times during the financial year underreview. The details of the Board meetings and the attendance of Directors thereat areprovided in the Corporate Governance Report forming part of the Annual Report.Additionally a separate Meeting of Independent Directors was held in compliance with therequirements of Schedule IV of the Companies Act 2013 and the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended 31st March2021 the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation and there were no materialdepartures;

b. such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for that year;

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

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

e. internal fiinancial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

c. AUDIT COMMITTEE;

The Audit Committee is constituted by the Board of Directors of theCompany in accordance with the provisions of Section 177 of the Companies Act 2013 readwith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Members of the Audit Committee arefinancially literate and have requisite accounting and financial management expertise. Theterms of reference of the Audit Committee and the particulars of meetings held andattendance thereat are mentioned in the Corporate Governance Report forming part of theAnnual Report.

d. NOMINATION AND REMUNERATION COMMITTEE;

The composition of the Nomination and Remuneration Committee is inconformity with the provisions of Section 178 of the Companies Act 2013 and pursuant toRegulation 19 of the SEBI Listing Regulations. The terms of reference of the Nominationand Remuneration Committee and the particulars of meetings held and attendance thereat arementioned in the Corporate Governance Report forming part of the Annual Report.

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

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

e. STAKEHOLDERS RELATIONSHIP COMMITTEE;

The composition of the Stakeholders Relationship Committee is inconformity with the provisions of Section 178 of the Companies Act 2013 and pursuant toRegulation 20 of the SEBI Listing Regulations. The Company Secretary acts as the Secretaryof the Stakeholders Relationship Committee. The terms of reference of the StakeholdersRelationship 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 ofSection 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings ofBoard and its Powers) Rules 2014 established Vigil Mechanism Policy-Whistle BlowerPolicy for Directors and employees of the Company to provide a mechanism which ensuresadequate safeguards to employees and Directors from any victimization on raising ofconcerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and/or reports etc.

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

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

g. RISK MANAGEMENT POLICY;

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

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE;

The Corporate Social Responsibility Committee (CSR Committee) is dulyconstituted comprising of Mr. Berjis Desai as the Chairman Mr. Parag Shah and Mr.Dharmesh Shah as members. The said Committee has been entrusted with the responsibility offormulating and recommending to the Board Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spenton CSR activities. The details in regards to CSR activities have been furnished in AnnexureII.

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

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

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated aPerformance Evaluation Framework under which evaluation of the performance of the Board asa whole its committees and the individual Directors was carried out. The IndependentDirectors at their meeting held on May 19 2021 considered and evaluated the performanceof Board Chairman of the Board and the non-independent Directors. The Board subsequentlyevaluated performance of the Committees and Independent Directors; without participationof the concerned Directors.

j. details with respect TO THE PROGRAMME FOR familiarisation ofindependent DIRECTORS:

The familiarization programme aims to provide Independent Directorswith the industry scenario the socio-economic environment in which the Company operatesthe business model the operational and financial performance of the Company significantdevelopments so as to enable them to take well-informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Companies Act SEBI Listing Regulations andother statutes.

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

https://www.maninfra.com/contracting/pdf/details-of-familiarization-programme-to-independent-directors-20-21.pdf

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place and have beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.

l. CREDIT RATING:

The Company enjoys a good reputation for its sound financial managementand its ability to meet financial obligations. CARE the reputed Rating Agency hasreaffirmed the credit rating as "A - Stable" for Long-term Bank limits and"A- Stable/ Care A2+" for Long/Short term Bank Limits of the Company.

m. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ('the Rules') in respect of employees of the Company is annexed and marked as AnnexureIII to this Report.

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

n. CODE OF CONDUCT:

Pursuant to SEBI Listing Regulations the declaration signed by theManaging Director affirming the compliance of Code of Conduct by the Directors and seniormanagement personnel for the year under review is annexed to and forms part of theCorporate Governance Report.

o. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review asrequired pursuant to the provisions of Schedule V of the SEBI Listing Regulations; formspart of this Annual Report.

?. BUSINESS RESPONSIBILITY REPORT (BRR):

Pursuant to Regulation 34(2](f] of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended the Annual Report of top 1000listed entities based on market capitalization (calculated as on 31st day ofMarch of each financial year) shall contain Business Responsibility Report describinginitiatives taken by the Company on the nine principles of the National VoluntaryGuidelines on Social Environmental and Economic Responsibilities of Business framed bythe Ministry of Corporate Affairs. The Business Responsibility Report is attached heretoas Annexure iV.

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 ended31st march 2021:

The Auditor's Report for the financial year ended 31st March2021 does not contain any qualification reservation or adverse remark and therefore doesnot call for any further explanation or comments from the Board under Section 134(3) ofthe Companies Act 2013.

b. fraud REpORTiNG:

During the year under review there were no instances of fraud fallingwithin the purview of Section 143 (12) of the Companies Act 2013 and rules madethereunder by offiicers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted.

?. SECRETARiAl AUDiT REpORT AND ANNUAL SECRETARiAl COMpliANCE REpORTFOR THE YEAR ENDED 31st march 2021:

Section 204 read with Section 134(3) of the Companies Act 2013mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathiand Associates Company Secretaries had been appointed to undertake the Secretarial Auditand issue Secretarial Audit Report and Annual Secretarial Compliance Report for thefiinancial year 2020-21. The Secretarial Audit Report issued by M/s. Rathi and AssociatesCompany Secretaries in Form MR-3 and the Annual Secretarial Compliance Report for thefinancial year 2020-21 pursuant to Regulation 24A of the SEBI Listing Regulations formpart of this report. The said reports do not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

d. STATUTORY AUDiTORS:

Pursuant to provisions of Section 139 of the Companies Act 2013 theshareholders of the Company at the 15th Annual General Meeting appointed M/s.Nayan Parikh & Co. Chartered Accountants (Firm Registration No. 107023W) as StatutoryAuditors for a period of Five years subject to ratification by Shareholders at each AGM.

As per Section 40 of the Companies (Amendment) Act 2017 read withamendment to the Companies (Audit and Auditors) Rules 2014 as notified on 7thMay 2018 the First Proviso of sub-section 1 of Section 139 with respect to ratificationof appointment of Statutory Auditors at each Annual General Meeting has been omitted. TheCompany has received eligibility letter from M/s. Nayan Parikh & Co. CharteredAccountants to act as Statutory Auditors of the Company pursuant to the provisions of 139of the Companies Act 2013.

e. COST AUDiTORS:

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time totime the Company is required to maintain cost records and as per the recommendation ofthe Audit Committee the Board of Directors at their meeting held on 29th June2020 appointed M/s. Shekhar Joshi & Company Cost Accountants (Firm RegistrationNumber 100448) as the Cost Auditors for the financial year 2020-21. The Cost Audit Reportfor FY 2020-21 will be filed within the prescribed period under the Companies Act 2013.

In respect of FY 2021-22 the Board based on the recommendation of theAudit Committee has approved the appointment of M/s. Shekhar Joshi & Company CostAccountants (Firm Registration Number 100448) as the Cost Auditors of the Company. Aresolution for ratification of the remuneration to be paid to M/s. Shekhar Joshi &Company Cost Accountants is included in the notice of the ensuing Annual General Meeting.

f. iNTERNAl AUDiT AND CONTROL:

M/s. Aneja Associates Chartered Accountants (Firm Registration Number100404W) Internal Auditors of the Company have carried out internal audit of the Companyfor the financial year 2020-21 as per scope of work finalized with the Audit Committee.The findings of the Internal Auditors are discussed on an on-going basis in the meetingsof the Audit Committee and corrective actions are taken as per the directions of the AuditCommittee. The Audit Committee has accepted all the recommendations of the InternalAuditors.

In respect of FY 2021-22 the Board based on the recommendation of theAudit Committee has approved the appointment of M/s. Aneja Associates CharteredAccountants (Firm Registration Number 100404W) as the Internal Auditors of the Company.

g. SECRETARiAL STANDARDS:

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

5. OTHER DiSCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read withthe 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 Act2013 an extract of the Annual Return for the financial year ended 31st March2021 in accordance with the provisions of Section 92(3) of the Act has been put up on thewebsite of the Company at the link:

https://www.maninfra.com/contracting/pdf/

nomination-and-remuneration-policy.pdf

b. CONSERVATiON OF ENERGY TECHNOLOGY ABSORPTiON AND fOREiGNEXCHANGE EARNiNGS AND OUTGO:

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

A. Conservation of energy: Conservation of energy is an ongoingprocess in the activities of the Company. The core activity of the Company is civilconstruction which is not an energy intensive activity.

B. Technology absorption: The Company did not absorb anytechnology during the year.

C. foreign exchange earnings and Outgo:

particulars 1st April 2020 to 31st March 2021 (Current F.Y.I 1st April 2019 to 31st march 2020 [Previous F.Y.I
Amount in Rs. Lakhs Amount in Rs. Lakhs
Actual Foreign Exchange earnings NIL NIL
Actual Foreign Exchange outgo (Investment in Equity Shares of Foreign Subsidiary and Others) 18.41 NIL

c. CORpORATE GOvERNANCE:

The Company adheres to good corporate governance practices as perSchedule V of SEBI Listing Regulations. The Secretarial Auditors' Certificate on CorporateGovernance is annexed to the Directors' Report. The requisite certificate from thePracticing Company Secretary confirming compliance of the conditions of CorporateGovernance is attached to the Report on Corporate Governance.

6. general:

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no occurrences

or transactions on these items during the year under review:

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

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

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

4. Issue of shares under Employee Stock Option Scheme of the Companyand Employee Stock Purchase Scheme.

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

6. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

Your Directors further state that during the year under review nocomplaints were filed and disposed off and no complaints were pending as on the end of thefinancial year in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

7. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence andtrust they have reposed in the Company. Your Board similarly expresses gratitude for theco-operation extended by the banks financial institutions government authorities andother stakeholders. Your Board acknowledges with appreciation the invaluable supportprovided by the Company's auditors business partners and investors.

Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors
of man infraconstruction limited
Place: Mumbai Suketu R. Shah ashok mehta
Date: 19th May 2021 Joint managing Director whole-time Director and CFo
Din: 00063124 Din:03099844

.