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Man Infraconstruction Ltd.

BSE: 533169 Sector: Infrastructure
NSE: MANINFRA ISIN Code: INE949H01023
BSE 00:00 | 12 May 40.05 -0.65
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39.80

NSE 00:00 | 12 May 40.10 -0.55
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OPEN 40.80
PREVIOUS CLOSE 40.70
VOLUME 72869
52-Week high 46.70
52-Week low 15.75
P/E 12.96
Mkt Cap.(Rs cr) 991
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.80
CLOSE 40.70
VOLUME 72869
52-Week high 46.70
52-Week low 15.75
P/E 12.96
Mkt Cap.(Rs cr) 991
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 Eighteenth Annual Report on theoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2020.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance for the financial year ended 31st March 2020 ascompared to the previous financial year is summarized below:

(Amount in Rs. Lakhs)

Particulars

Standalone

Consolidated

Year Ended on 31st March 2020 Year Ended on 31st March 2019 Year Ended on 31st March 2020 Year Ended on 31st March 2019
Revenue from Operations 10697.53 16648.47 26697.83 37135.67
Other Income 9632.40 10749.65 2720.90 3142.55
Total Income 20329.93 27398.12 29418.73 40278.22
Expenses
Cost of materials consumed / sold 4194.89 4302.87 7749.72 6564.72
Changes in inventories - 76.21 (1477.48) (3934.95)
Employee benefits expense 2466.85 2343.30 3668.17 3972.90
Finance costs 109.74 154.87 5690.31 5335.20
Depreciation and amortization expense 480.34 398.94 707.28 744.69
Sub Contract/Labour Charges 2666.60 3137.43 4320.52 8137.82
Cost of Land/Development Rights/ Premium - - 6541.87 5774.17
Other Expenses 1553.55 2707.90 6166.65 6645.71
Total Expenses 11471.97 13121.52 33367.04 33240.26
Profit before exceptional Items share of profit / (loss) of associates / joint venture and Tax 8857.96 14276.60 (3948.31) 7037.96
Share of Profit / (loss) of associates / joint ventures (Net of tax) - - 509.65 1507.40
Profit before exceptional items and tax - - (3438.66) 8545.36
Exceptional Items - - - -
Profit before tax 8857.96 14276.60 (3438.66) 8545.36
Tax expense:
Current Tax (Including current tax of earlier year) 1816.67 3470.65 1892.49 4303.36
Deferred Tax 168.69 (45.63) (4108.27) (13.79)
Profit for the period 6872.60 10851.58 (1222.88) 4255.79
Non-Controlling Interest - - (510.41) 76.80
Profit after Tax and Non-Controlling Interest 6872.60 10851.58 (712.47) 4178.99
Other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to (51.91) 95.27 (73.26) 173.84
profit or loss
Attributable to Owners of the Parent - - (68.81) 141.31
Attributable to Non-Controlling Interest - - (4.45) 32.53
Total Comprehensive Income (after tax) 6820.69 10946.85 (781.28) 4320.30
Attributable to Non-Controlling Interest - - (514.86) 109.33
Paid-up Equity Share Capital 4950.01 4950.01 4950.01 4950.01
(Face Value of Share Rs. 2/- each)
Other Equity 81123.52 75664.08 62025.99 64448.95
Earnings Per Share (EPS) (Face Value of Rs. 2/- each) :
a) Basic (in Rs.) 2.78 4.38 (0.29) 1.69
b) Diluted (in Rs.) 2.78 4.38 (0.29) 1.69

The financial statements for the year ended 31st March 2020 have beenprepared in accordance with Ind AS (Indian Accounting Standards).

b. OPERATIONS:

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

c. GLOBAL HEALTH PANDEMIC FROM COVID-19:

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) in February 2020. Further with a view to prevent & contain thespread of COVID-19 Pandemic the Government of India announced the National Lock-down inMarch 2020. Accordingly to ensure the safety and wellbeing of all employees &stakeholders and in line with various advisories directives and orders issued by LocalMunicipal Corporations/ State Government/ Central Government the Company had temporarilyshut down its construction activities.

In light of order issued by the Ministry of Home Affairs in April 2020 allowingcertain industries including their supply chain to operate the Company sought necessarypermissions/ approvals from the relevant Government authorities for resumption ofoperations at its Project sites and has resumed its activities in phased manner in fullcompliance with such permissions. The Company has taken all necessary steps to adhere tothe Standard Operating Procedures for social distancing and shall continue to work tosafeguard the interests of its employees workers and other stakeholders at itsconstruction sites and offices.

d. FINANCIAL PERFORMANCE:

The performance highlights are as under:

The Company achieved a turnover (net of GST) of Rs.10697.53 Lakhs (on consolidatedbasis Rs.26697.83 Lakhs) during the year as against previous year's turnover (net of GST)of Rs.16648.47 Lakhs (on consolidated basis Rs.37135.67 Lakhs) showing decrease by35.74% (on consolidated basis 28.11%) and has earned a Profit after Tax (PAT) ofRs.6872.60 Lakhs (on consolidated basis loss of Rs. 712.47 Lakhs) as against previousyear's Profit of Rs.10851.58 Lakhs (on consolidated basis Rs. 4178.99 Lakhs).

e. 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 March2020 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 is hosted on the Company's website at thelink: http://www.maninfra.com/contracting/pdf/policy-on-material-subsidiaries.pdf

Additional information on Subsidiaries/Associates / Joint ventures: Man VastuconLLP (‘Man Vastucon'):

Man Vastucon is engaged in the business of Real Estate. The construction work ofPhase I of its mega real estate project namely ‘Aaradhya HighPark' at Mahajanwadiwithin the jurisdiction of Mira Bhayandar Municipal Corporation; is in full swing. ManVastucon has received a very good response to the Project. The Company holds 99.99% stakein Man Vastucon.

MICL Developers LLP (‘MICL Developers'):

MICL Developers LLP is engaged into the business of Real Estate. The constructionof its real estate project namely "Aaradhya Eastwind" at Vikhroli Mumbai is inprocess and has received good 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 and is undertaking a mega redevelopmentproject Aaradhya One Earth at Ghatkopar Avenue Naidu Colony Ghatkopar (E) Mumbai. TheCompany holds 66% stake in MRHPL.

Atmosphere Realty Private Limited (‘ARPL'):

ARPL is engaged into the business of Real Estate. ARPL has successfully completedPhase I of Atmosphere Project and is in process of initiating Phase II. ARPL has receivedgood response to the Project. The Company holds 17.50% stake in ARPL.

Man Chandak Realty LLP:

Man Chandak Realty LLP is engaged in Real Estate business. The Company holds 50% stakein the said LLP which is planning to provide professional services in connection withdevelopment of property at Vile Parle (W) Mumbai.

Starcrete LLP (Starcrete):

Starcrete is engaged in the business of producing manufacturing processing tradingdealing in all kind of building material products including ready mix concrete (RMC)Aggregate cement and all cement based products etc. The Company holds 51% stake inStarcrete.

Manaj Infraconstruction Limited (MAIL):

MAIL is engaged into the business of providing Civil Construction Services and isundertaking Project for construction of residential premises at Charholi and Ravet withinthe jurisdiction of Pimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan MantriAwas 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 Company has completed theconstruction of new buildings namely "Aaradhya Residency" in Ghatkopar WestMumbai. The Company holds 98.00% stake in Man Aaradhya.

Manmantra Infracon LLP (‘Manmantra'):

Manmantra is engaged in the business of Real Estate and has completed a residentialproject namely "Aaradhya Signature" at Sion (W) Mumbai. The Company holds60.00% stake in Manmantra.

MICL Realty LLP (‘MICL Realty'):

MICL Realty LLP is engaged into the business of Real Estate and has completed aresidential project namely "Aaradhya Nine". The Project has received goodresponse. The Company holds 46.00% stake in MICL Realty.

Man Projects Limited (‘MPL'):

MPL is engaged into the business of providing Civil Construction Services. MPL hasefficiently completed the work for development of the fourth container terminal atJawaharlal Nehru Port (JNPT) Mumbai India for Bharat Mumbai Container Terminal PrivateLimited as per order received. The Company holds 51% stake in Man Projects Limited.

Manaj Tollway Private Limited (‘MTPL'):

MTPL was executing a 41 km road project being four lanning of Hadapsar SaswadBelsar Phata Road project at S.H. 64 Taluka Purandar District Pune and such otheradditional or incidental works on ‘Design – Build – Finance – Operate– Transfer' (DBFOT) basis for ‘Public Works Department' (PWD) Government ofMaharashtra. In March 2015 MTPL had submitted a Termination Notice to PWD on account offailure of PWD to acquire and hand over land for road construction and unresolved matterson forest clearance and has stopped the work. MTPL has claimed costs incurred andcompensation in line with the terms and conditions of the Concession Agreement from PWD.The Hon'ble Arbitrator has given the award in favour of MTPL and the matter is pending atthe Hon'ble High Court at Bombay. The Company holds 63% stake in Manaj Tollway PrivateLimited.

f. DIVIDEND:

The Board in its Meeting held on 2nd March 2020 declared an InterimDividend Rs.0.55 per share (i.e. 27.50%) on the Equity Shares of Rs.2/- which was paid tothe entitled Shareholders on 20th March 2020. The dividend payout was Rs.1361.25 Lakhs. The same will be confirmed by the Members as Final Dividend in the ensuingAnnual General Meeting. The Company's dividend policy is based on the need to balance thetwin objectives of appropriately rewarding the shareholders with dividend and conservingthe resources to meet the Company's growth.

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

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 unpaid/ unclaimed dividend of Rs.52879.50 and 2140 equity shares on which dividend for seven consecutive years wasunpaid/ 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 Companies Act 2013 andRegulation 34 of the Securities and Exchange Board of India(Listing Obligations andDisclosure Requirements) Regulations 2015; as amended; the Consolidated FinancialStatements forms part of this Annual Report and shall also be laid before the ensuingAnnual General Meeting of the Company. The Consolidated Financial Statements have beenprepared 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:

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

j. TRANSFER TO RESERVES:

The Board hasn't recommended any amount to be transferred to the reserves for thefinancial 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's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

l. 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.

m. 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 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 required under Ind AS 24 are available in notes to the standalone financialstatements section of the Annual Report and forms part of this Report. As per therequirement under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Regulations") approval of theAudit Committee was obtained for all the Related Party Transactions. As per the Regulation23(8) of the SEBI Regulations the Company has sought approval of shareholders for passingnecessary resolutions the results of which have been declared on 11thSeptember 2019. The Policy on dealing with Related Party Transactions is hosted on theCompany's website at the given link:http://www.maninfra.com/contracting/pdf/policy-on-materiality-of-related-party-transactions.pdfn.

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 2.05 4.08 and 4.11 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. Ms. Kavita Upadhyay who was appointed as an Independent Director of the Companyw.e.f 13.02.2019 for a period of five years commencing from 13.02.2019 to 12.02.2024 wasconfirmed by Members at the Annual General Meeting held on 11.09.2019;

2. Mr. Manan P. Shah was re-designated and appointed as the Managing Director of theCompany for a period of five years commencing from 11.09.2019 to 10.09.2024 by Membersvide postal ballot the results of which were declared on 1st November 2019;

3. Mr. Suketu R. Shah was appointed as the Joint Managing Director of the Company for aperiod of five years commencing from 11.09.2019 to 10.09.2024 by Members vide postalballot the results of which were declared on 1st November 2019;

4. Mr. Ashok M. Mehta was appointed as the Whole-time Director of the Company for aperiod of five years commencing from 11.09.2019 to 10.09.2024 by Members vide postalballot the results of which were declared on 1st November 2019;

5. Mr. Parag K. Shah Managing Director retired from the office of the ManagingDirector of the Company vide letter dated 11th September 2019 on account ofhis public service commitments. Further he was designated as Non-executive Chairman of theCompany w.e.f. 11th September 2019.

6. Mr. Berjis Desai was re-appointed as an Independent Director of the Company for asecond consecutive term of five years commencing from 01.04.2019 to 31.03.2024 by Membersat the Annual General Meeting held on 11.09.2019.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Manan P. Shah(DIN: 06500239) is liable to retire by rotation at the ensuing Annual General Meeting ofthe Company and being eligible has offered himself for re-appointment. Necessaryresolution for his re-appointment is included in the Notice of 18th AGM forseeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to Re-appointment of Directors is givenseparately as Annexure A to the AGM Notice.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record declarations received from the IndependentDirectors of the Company in accordance with the Section 149(6) of the Companies Act 2013confirming their independence and pursuant to Regulation 25 of the Listing Regulations.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Six times during the financial year under review. Thedetails of the Board meetings and the attendance of Directors thereat are provided in theCorporate Governance Report forming part of the Annual Report. Additionally a separateMeeting of Independent Directors was held in compliance with the requirements of ScheduleIV of the Companies Act 2013 and the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

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 2020 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 March2020 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 read with Regulation 18 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 comprises of:

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 there at are mentioned inthe Corporate 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:

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: h t t p s :/ / w w w. m a n i n f r a . c o m / c o n t r a c t i n g / p d f /nomination-and-remuneration-policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders Relationship Committee is in conformity with theprovisions of the Section 178 of the Companies Act 2013 and pursuant to Regulation 20 ofthe Listing Regulations. The Stakeholders Relationship Committee comprises:

Name Category Designation
1. Mr. Berjis Desai Independent Director Chairman
2. Mr. Parag Shah Non-executive Director Member
3. Mr. Suketu Shah Joint Managing Director Member

The Company Secretary acts as the Secretary of the Stakeholders' RelationshipCommittee. The terms of reference of the Stakeholders' Relationship Committee and theparticulars of meetings held and attendance thereat are mentioned in the CorporateGovernance 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 reporttheir concern or grievance to the Chairman of the Audit Committee. The Company iscommitted to adhere to the highest standards of ethical moral and legal conduct ofbusiness operations. The Whistle 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 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. Parag Shah and Mr. Dharmesh Shah as othermembers. 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 June 29 2020 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 businessmodel the operational and financial performance of the Company significant developmentsso 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 Act and other statutes.

The details of programme for familiarisation of Independent Directors are put up on thewebsite of the Company at the link: h t t p : / / w w w. m a n i n f r a . c o m / c o n tr a c t i n g / p d f / 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. 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 re-affirmed the creditrating as "A - Stable" for Long term Bank limits and "A- Stable/ CareA2+" for Long/Short term Bank Limits of the Company.

m. 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 (‘theRules') in respect of employees of the Company is annexed and marked as Annexure IIIto 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 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.

o. 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.

p. BUSINESS RESPONSIBILITY REPORT (BRR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended the Annual Report of top 1000 listed entitiesbased on market capitalization (calculated as on 31st day of March of eachfinancial year) shall contain Business Responsibility Report describing initiatives takenby the Company on the nine principles of the National Voluntary Guidelines on SocialEnvironmental and Economic Responsibilities of Business framed by the Ministry ofCorporate Affairs. The Business Responsibility Report is attached hereto as AnnexureIV.

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 2020:

The auditor's report for the financial year ended 31st March 2020 does notcontain any qualification reservation or adverse remark and therefore do not call 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 YEARENDED 31ST MARCH 2020:

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 undertake the Secretarial Audit andissue Secretarial Audit Report and Annual Secretarial Compliance Report for the financialyear 2019-20. The Secretarial Audit Report issued by M/s. Rathi and Associates CompanySecretaries in Form MR-3 and the Annual Secretarial Compliance Report for the financialyear 2019-20 forms part of this report. The said reports do not contain any observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies 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 the Companies (Audit and Auditors) Rules2014 as notified on 7th May 2018 the First Proviso of Sub Section 1 of Section139 with respect to Ratification of Appointment of Auditor at each Annual General Meetinghas been omitted. The Company has received their eligibility letter to act as StatutoryAuditors of the Company pursuant to the provisions of 139 of the Companies Act 2013.

e. COST AUDITORS:

In respect of FY 2019-20 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 timeand as per the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 29th June 2020 appointed M/s. Shekhar Joshi & Company(Firm Registration Number 100448) Cost Accountants as the Cost Auditors for thefinancial year 2020-21. The Cost Audit Report for FY 2019-20 will be filed within theprescribed period under the Companies

Act 2013.

In respect of FY 2020-21 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 2019-20 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 2020-21 the Board based on the recommendation of the Audit Committeehas approved the appointment of M/s. Aneja Associates Chartered Accountants (FirmRegistration Number 100404W) Chartered Accountants as the Internal Auditors of theCompany.

g. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standardsissued by the Institute of Company Secretaries 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 2020 made under theprovisions of Section 92(3) of the Act is attached as Annexure V which forms partof this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:3

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 as follows:

A. Conservation of energy: Conservation of energy is an ongoing process in theactivities of the Company. The core activity of the Company is civil construction which isnot an energy intensive activity.

B. Technology absorption: The Company did not required any technology during theyear.

C. Foreign exchange earnings and Outgo:

1st April 2019 to 31st March 2020 [Current F.Y.] Amount in Rs. Lakhs 1st April 2018 to 31st March 2019 [Previous F.Y.] Amount in Rs. Lakhs
Actual Foreign Exchange earnings NIL NIL
Actual Foreign Exchange outgo NIL 10.30

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.

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. Issue of shares under Employee Stock Option Scheme of the Company and Employee StockPurchase Scheme.

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

6. 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.

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