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Man Infraconstruction Ltd.

BSE: 533169 Sector: Infrastructure
NSE: MANINFRA ISIN Code: INE949H01023
BSE 00:00 | 20 Aug 47.50 6.10
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NSE 00:00 | 20 Aug 47.45 6.00
(14.48%)
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OPEN 41.95
PREVIOUS CLOSE 41.40
VOLUME 246611
52-Week high 74.55
52-Week low 40.15
P/E 14.89
Mkt Cap.(Rs cr) 1,176
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 41.95
CLOSE 41.40
VOLUME 246611
52-Week high 74.55
52-Week low 40.15
P/E 14.89
Mkt Cap.(Rs cr) 1,176
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 Fifteenth Annual Report on the operations ofthe Company together with the Audited Financial Statements for the financial year ended 31stMarch 2017.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance for the year ended 31st March 2017 as compared tothe previous financial year is summarized below:

Standalone

Consolidated

Particulars Year Ended on 31st March 2017 Year Ended on 31st March 2016 Year Ended on 31st March 2017 Year Ended on 31st March 2016
Revenue from Operations 15839.47 21171.30 45171.46 22642.56
Other Income 6661.80 5246.32 4748.26 3661.86
Total Income 22501.27 26417.62 49919.72 26304.42
Expenses - - - -
Cost of materials consumed / sold 4005.41 7248.43 12809.76 7837.94
Changes in inventories of finished goods work-inprogress and stock-in-trade - 118.39 (6723.28) (12583.03)
Employee benefits expense 2063.92 2345.96 3857.45 3134.42
Finance costs 92.08 85.87 3868.07 2102.83
Depreciation and amortisation expense 545.41 726.84 769.59 791.13
Sub Contract/Labour Charges 5406.33 6398.13 16505.95 6709.10
Cost of Land/Development Rights/ Premium - - 2803.67 9919.26
Other Expenses 1521.43 2950.08 5328.13 4126.83
Total Expenses 13634.58 19873.70 39219.34 22038.48
Profit before exceptional Items share of profit / (loss) of associates / joint venture and Tax 8866.69 6543.92 10700.38 4265.94
Share of Profit / (loss) of associates / joint ventures (Net of tax) - - 527.92 (400.22)
Profit before exceptional items and tax 8866.69 6543.92 11228.30 3865.72
Exceptional Items - - - -
Profit before tax 8866.69 6543.92 11228.30 3865.72
Tax expense:
Current Tax 2507.13 1853.05 4371.25 1942.00
Deferred Tax 397.41 384.92 305.39 388.64
Profitfor the period 5962.15 4305.95 6551.66 1535.08
Non-Controlling Interest - - 1250.26 (223.47)
ProfitafterTaxand Non-Controlling Interest 5962.15 4305.95 5301.40 1758.55
Other Comprehensive Income (net of tax) - - - -
Items that will not be reclassified subsequently to profit or loss 30.14 (85.01) 32.88 (93.50)
Attributable to Owners of the Parent - - 31.00 (93.33)
Attributable to Non-Controlling Interest - - 1.88 (0.17)
Total Comprehensive Income (after tax) 5992.29 4220.94 - -
Attributable to Owners of the Parent - - 5332.40 1665.22
Attributable to Non-ControllingInterest - - 1252.14 (223.64)
Paid-up Equity Share Capital 4950.01 4950.01 4950.01 4950.01
(Face Value of Share Rs. 2/- each)
Other Equity 63369.66 57377.38 60490.98 55158.59
Earnings Per Share (EPS) (Face Value of Rs. 2 /- each) (not annualized for quarters) : - - - -
a) Basic (in Rs.) 2.41 1.74 2.14 0.71
b) Diluted (in Rs.) 2.41 1.74 2.14 0.71

b. OPERATING PERFORMANCE ONGOING PROJECTS & STATE OF AFFAIRS:

Despite the challenging environment of the global as well as the Indian economy theCompany has performed exceptionally well and the performance highlights are as under:

The Company achieved a turnover (net of VAT) of Rs. 15839.47 Lakhs (on consolidatedbasis Rs. 45171.46 Lakhs) during the year as against previous year's turnover (net ofVAT) of Rs. 21171.30 Lakhs (on consolidated basis Rs. 22642.46 Lakhs) and has earned aProfit after Tax (PAT) of Rs. 5962.15 Lakhs (on consolidated basis Rs. 5301.40 Lakhs) asagainst previous year's Profit of Rs. 4305.95 Lakhs (on consolidated basis Rs. 1758.55Lakhs).

The Company has been gradually moving from pure Engineering Procurement andConstruction (EPC) to a mix of EPC & Asset Ownership/ Real Estate. Variousdevelopment/re-development projects are also being executed by Company and itssubsidiaries/associates in Mumbai.

c. 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 Companies as per the Companies Act 2013 is provided asAnnexure A to the consolidated financial statement and hence not repeated here for thesake of brevity The Policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link:

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

Additional information on subsidiaries/Associates / Joint venture Companies:

Man Vastucon LLP (‘Man Vastucon'): Man Vastucon is engaged into the business ofReal Estate. Man Vastucon is undertaking a mega real estate development project atMahajanwadi near Dahisar. The Company holds 99.90% stake in Man Vastucon.

Atmosphere Realty Private Limited (‘ARPL'): ARPL is engaged into the business ofReal Estate The construction work of its mega real estate project namely 'Atmosphere' inMulund (W) Mumbai is in full swing. ARPL has received good response to the Project TheCompany holds 17.50% stake in ARPL.

Man Aaradhya Infraconstruction LLP (‘Man Aaradhya'):

Man Aaradhya is engaged into the business of Real Estate The construction work of itsreal estate project at Ghatkopar Mumbai is nearing completion The Company holds 98.00%stake in Man Aaradhya.

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

MICL Realty LLP (‘MICL Realty'): MICL Realty LLP is engaged into the business ofReal Estate and is undertaking redevelopment project(s) at Ghatkopar (E) Mumbai. As ondate 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 MumbaiThe Company holds 99.00% stake in MICL Developers.

Man Projects Limited (‘MPL'):MPL is engaged into the business of providing CivilConstruction Services the Company holds 51% stake in Man Projects Limited. During thefinancial year MPL received order worth Rs. 751.69 Crore from Bharat Mumbai ContainerTerminal Private Limited for development of the fourth container terminal at JawaharlalNehru Port (JNPT) Mumbai India and the project work is being carried out in full swing.

Manaj Tollway Private Limited (‘MTPL'): MTPL was executing a 41 km road projectbeing four lanning of Hadapsar Saswad Belsar Phata Road project at S.H. 64 TalukaPurandar 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 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. MTPL has claimed costs incurred and compensationin line with the terms and conditions of the Concession Agreement from PWD. MTPL has beenlegally advised that it has a strong case on merits to recover such claims. MTPL isconstantly reviewing the process in progress and is confident that it would be able torecover a substantial amount of such claims and compensation within reasonable time frame.

Man Realtors and Holdings Private Limited (MRHPL):

During the financial year under review the Company transferred 1041927 Equity Shares(comprising of 24.25% voting rights) of MRHPL resulting to reduction in its shareholdingto 75.75% and accordingly MRHPL ceased to be a wholly owned subsidiary of the Company.During the year under review MRHPL is undertaking a redevelopment project(s) at NaiduColony Ghatkopar (E) Mumbai.

d. DIVIDEND:

Considering the performance of the Company in the current market scenario yourDirectors have recommended a Final Dividend of Rs. 0.54 per share (i.e. 27 %) on theEquity Shares of Rs. 2/- each for the Financial Year ended 31st March 2017.Further the Board at its meeting held on 29th May 2017 declared an interimdividend for financial year 2017-18 of Rs. 0.54 per equity share of face value of Rs. 2/-each.

The Company's dividend policy is based on the need to balance the twin objectives ofappropriately rewarding the shareholders with dividend and conserving the resources tomeet the Company's growth.

e. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian

Accounting Standards issued by the Institute of Chartered Accountants of India andforms an integral part of this report.

Pursuant to section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures is given as Annexure A tothe consolidated financial statement.

f. REVISION OF FINANCIAL STATEMENT:

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

g. TRANSFER TO RESERVES:

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

h. 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.

i. 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 ofsuch controls.

j. PARTICULAR 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 per the last audited financial statements are furnished in Annexure I andforms part of this Report. Further details of related party transactions entered by theCompany as per IndAS 24 are available in notes to the standalone financial statementssection of the Annual Report and forms part of this Report. In addition to the same therelated party transaction(s) entered into by the Company in ordinary course of business iswith respect to purchase of ready mix concrete for Rs. 85.31 lakhs from Nuvoco VistasCorporation Limited (formerly known as Lafarge (India) Limited; wherein Mr. Berjis Desaiis Director.

As perthe 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 resolution through postal ballot the results of whichhave been declared on 23rd May 2016 and 18th February 2017. ThePolicy on dealing with Related Party Transactions may be accessed on the Company's websiteat the link: http://www.maninfra.com/contracting/pdf/policy-on-materiality-of-related-party-transactions.pdf

k. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto note no. 2.03 and note no. 2.05 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

a. BOARD OF DIRECTORS:

Mr. Rajiv Maliwal nominee of SA1 Holding Infrastructure Company Private Limited(hereinafter referred to as "Sabre") resigned as Director w.e.f. 23rdJune 2016 on account of sale of its entire shareholding in the Company by Sabre TheBoard of Directors places on record its deep sense of appreciation for the invaluablecontributions made by Mr. Rajiv Maliwal during his tenure as Director on Company's Boardthere were no changes in the Key Managerial Personnel during the year.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mrs. ShrutiUdeshi will retire by rotation at the ensuing Annual General Meeting of the Company. Inaccordance with the provisions of the Act none of the Independent Directors is liable toretire by rotation. Mrs. Shruti Udeshi being eligible has offered herself forre-appointment The Board recommends her re-appointment.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declaration received from all theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 and regulation 25 of the listing regulations confirming their independence vis-a-visthe Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND

POLICIES:

a. BOARD MEETINGS:

Six meetings of Board of Directors were convened during the financial year under reviewi.e. on 12th April 2016 19th May 2016 24thAugust2016 30thNovember 2016 11th January 2017 and 9thFebruary 2017.

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 2017 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 March2017 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. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee comprises of Mr. Dharmesh Shah as Chairman and Mr.Berjis Desai and Mr. Kamlesh Vikamsey as Committee Members with scope and powers asmandated by the Act. Mr. Rajiv Maliwal erstwhile Member of Committee resigned asDirector w.e.f. 23rd June 2016 and consequently ceased to be a Member of theNomination and Remuneration Committee The Nomination and Remuneration Committee met onceduring the year under review i.e. on 19th May 2016.

d. 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 read with Regulation 18 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 comprises of:

Sr. No. Name Category Designation
1. Mr. Sivaramakrishnan S.Iyer Independent Director Chairman
2. Mr. Kamlesh Vikamsey Independent Director Member
3. Mr. Dharmesh Shah Independent Director Member
4. Ms. Shruti Udeshi Non-Executive Director Member

The scope and terms of reference of the Audit Committee is in accordance with the Actand the SEBI Regulations. During the year under review the Board of Directors of theCompany had accepted all the recommendations of the Committee.

The terms 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.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review Stakeholder's Relationship Committee is duly constitutedcomprising of Mr. Berjis Desai as its Chairman and Mr. Parag Shah and Mr. Suketu Shah asthe Committee Members respectively. The Company Secretary acts as the Secretary of theStakeholders' Relationship Committee.

The terms of reference of the Stakeholders' Relationship Committee and the particularsof meetings held and attendance thereat are mentioned in the Corporate Governance Reportforming 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. All business divisions andcorporate functions have embraced Risk Management Policy and make of it in their decisionmaking. Key business risks and their mitigation are considered in day-to-day working ofthe Company The risk management process over the period of time will become embedded intothe Company's business system and process such that the responses to risk remain currentand dynamic.

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constitutedcomprising Mr. Berjis Desai as the Chairman and Mr. Parag Shah and Mr. Dharmesh Shah asother 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 prescribed inAnnexure 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

The particulars of meetings held and attendance thereat are mentioned in the CorporateGovernance Report forming part of the Annual Report.

i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman The Independent Directors at their meeting considered and evaluated theperformance of Board and its Committees performance of the

Chairman and other 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 businessmodel the operational and financial performance of the Company significant developmentsso as to enable them to take wel l informed decisions in a timely manner Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties 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/bod.html

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. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review along with other disclosuresas per Rule 5 of Companies (Appointment & Remuneration) Rules 2014 have been markedas Annexure III.

m. CODE OF CONDUCT:

Pursuant to SEBI Regulation the declaration signed by the ManagingDirectoraffirmingthe compliance ofCode of Conduct by the Directors and senior managementpersonnel for the year under review is annexed to and forms part of the CorporateGovernance 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 2017:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. FRAUD REPORTING:

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

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2017:

Provisions of Section 204 read 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 issue Secretarial Audit Report forthe financial year 2016-17. Secretarial Audit Report issued by M/s. Rathi and AssociatesCompany Secretaries in Form MR-3 for the financial year 2016-17 forms part of this reportThe said report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

d. APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. G. M. Kapadia & Co. Chartered AccountantsMumbai (Registration No.: 104767W) the existing Statutory Auditor has completed themaximum tenure as the Statutory Auditors of the Company The audit committee and the Boardof Directors of the Company at their respective meetings hold on 29th May 2017;have recommended the appointment of M/s Nayan Parikh & Co. Chartered Accountants(Firm Registration No. 107023W) as the Statutory Auditors of the Company

in place of existing Statutory Auditors. M/s Nayan Parikh & Co. will hold officefor a period of five years from the conclusion of the 15th Annual GeneralMeeting until the conclusion of the 20th Annual General Meeting of the Companysubject to the approval of the shareholders of the Company at every subsequent AnnualGeneral Meeting during the aforesaid period The Company has received a confirmation fromM/s Nayan Parikh & Co. Chartered Accountants that they are not disqualified to act asthe Statutory Auditors and are eligible to hold the office as Statutory Auditors of theCompany.

e. COST AUDITORS:

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 asper the recommendation of the Audit Committee the Board of Directors at their meetingdated 29th May 2017 appointed M/s. Shekhar Joshi & Co. (Firm RegistrationNumber 100448) as the Cost Auditors of the Companyfor the financial year 2017-18.

f. INTERNAL AUDIT AND CONTROL:

M/s. Aneja Associates Chartered Accountants Internal Auditors of the Company havecarried out audit on various expense heads of the Company and site various InternalControls over Financial Reporting (ICFR) and inventory management The findings of theInternal Auditors are discussed on an on-going basis in the meetings of the AuditCommittee and corrective actions are taken as per the directions of the Audit Committee.

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 2017 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.

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 there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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: 29.05.2017 Managing Director Whole-time Director
DIN:00063058 DIN: 00063124