man infraconstruction ltd Directors report


DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting 21st Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance for the financial year ended 31st March, 2023 as compared to the previous financial year, is summarized below:

Particulars Standalone Consolidated
Year Ended on 31st March, 2023 Year Ended on 31st March, 2022 Year Ended on 31st March, 2023 Year Ended on 31st March, 2022
Revenue from Operations 79,779.03 23,657.55 1,89,034.83 96,148.48
Other Income 8,317.73 7,532.47 4,792.03 20,117.01
Total Income 88,096.76 31,190.02 1,93,826.86 1,16,265.49
Expenses
Cost of materials consumed/sold 44,687.24 5,122.66 67,879.41 22,727.35
Changes in inventories - - 6,775.71 (3,157.21)
Employee benefits expense 3,238.53 2,797.43 7,118.40 5,777.28
Finance costs 460.26 41.74 5,843.62 6,175.00
Depreciation and amortization expense 673.18 480.93 1,123.60 933.43
Sub-Contract/Labour Charges 13,532.38 8,307.01 30,596.68 16,313.08
Cost of Land/ Development Rights/ Premium - - 10,518.55 15,786.54
Other Expenses 4,630.06 1,319.82 24,753.40 13,952.57
Total Expenses 67,221.65 18,069.59 1,54,609.37 78,508.04
Profit before exceptional Items, share of profit/(loss) of associates/joint venture and Tax 20,875.11 13,120.43 39,217.49 37,757.45
Share of Profit/(loss) of associates/joint ventures (Net of tax) - - 483.59 131.43
Profit/(loss) before exceptional items and tax - - 39,701.08 37,888.88
Exceptional Items - - - -
Profit before tax 20,875.11 13,120.43 39,701.08 37,888.88
Tax expense:
Current Tax (Including current tax of earlier year) 4,267.97 2,438.01 8,531.88 9,360.98
Deferred Tax 8.28 118.76 2,273.65 (1,324.03)
Profit/(loss) for the period 16,598.86 10,563.66 28,895.55 29,851.93
Non-Controlling Interest - - 3,038.34 8,216.49
Profit/(loss) after Tax and Non-Controlling Interest 16,598.86 10,563.66 25,857.21 21,635.44
Other Comprehensive Income/(Loss) (net of tax)
Items that will not be reclassified subsequently to profit or loss (48.24) (109.03) 448.87 (107.50)
Attributable to Owners of the Parent - - 452.50 (86.65)
Attributable to Non-Controlling Interest - - (3.63) (20.85)
Total Comprehensive Income (after tax) 16,550.62 10,454.63 26,309.71 21,548.79
Attributable to Non-Controlling Interest - - 3,034.71 8,195.64
Paid-up Equity Share Capital (Face Value of Share Rs. 2/- each) 7,425.01 7,425.01 7,425.01 7,425.01
Other Equity 1,06,185.87 92,976.50 1,01,513.23 78,531.45
Earnings Per Share (EPS) (Face Value of Rs. 2/- each)
a) Basic (in Rs.) 4.46 2.85 6.96 5.83
b)Diluted (in Rs.) 4.46 2.85 6.96 5.83

b. OPERATIONS:

The Companys business is mix of Engineering, Procurement and Construction (EPC) & Asset Ownership/Real Estate. Various development/redevelopment projects are also being executed by the Company and its subsidiaries/associates in and around Mumbai & Pune.

c. FINANCIAL PERFORMANCE:

The performance highlights are as under:

The Company achieved a turnover (net of GST) of Rs. 79,779.03 Lakhs (on consolidated basis Rs. 1,89,034.83 Lakhs) during the year as against previous years turnover (net of GST) of Rs. 23,657.55 Lakhs (on consolidated basis Rs. 96,148.48 Lakhs) showing increase by around 237.23% (on consolidated basis 96.61%) and has earned a Profit after Tax (PAT) of Rs. 16,598.86 Lakhs (on consolidated basis profit of Rs. 25,857.21 Lakhs) as against previous years Profit of Rs. 10,563.66 Lakhs (on consolidated basis profit of Rs. 21,635.44 Lakhs) showing increase by around 57.13% (on consolidated basis 19.51%).

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

A report on the performance and financial position of each of the subsidiaries, associates and joint venture entities for the financial year ended 31st March, 2023 as per the Companies Act, 2013 is provided as Annexure A to the Consolidated Financial Statements and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved is hosted on the Companys website at the link: https ://www.maninfra.com/wp-content/uploads/2022/10/policy-for-determining-material-subsidiaries.pdf Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.maninfra. com/subsidiaries-annual-report/#ir The following entities became step down joint venture(s) during the year under review:

• MICL Bayshore LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and 551 Bayshore Partners LLC a JV entity of MICL Bayshore LLC.

• Parvat Ponce, LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and 1505 Ponce Partners LLC a JV entity of Parvat Ponce LLC.

• Parvat Washington, LLC a JV entity of MICL Global, INC, a wholly owned subsidiary of the Company and URBIN Miami Beach Partners, LLC a JV entity of Parvat Washington, LLC.

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

The Company holds 99.99% stake in Man Vastucon. Man Vastucon is engaged in the business of Real Estate. The majority construction work of Phase I of its mega real estate project namely ‘Aaradhya HighPark at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is being completed and Man Vastucon has received Occupation Certificate in respect thereof. Man Vastucon has launched Phase II in the name of "Aaradhya Parkwood" and has received a very good response to the Project. Man Vastucon has acquired Joint Development rights in respect of a Luxurious Residential Project at Tardeo, Mumbai. This landmark Project will be high-rise residential building having proposed height of over 250 mtrs. The Project has carpet area for sale of ~ 6 lakh sq. ft.

MICL Developers LLP (‘MICL Developers):

The Company holds 99.99% stake in MICL Developers. MICL Developers is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Eastwind" at Vikhroli, Mumbai is being completed and MICL Developers has received Occupation Certificate in respect thereof.

Man Realtors and Holdings Private Limited (‘MRHPL):

The Company holds 62.79% stake in MRHPL. MRHPL is engaged in business of real estate. The construction of Phase I of its real estate project namely "Aaradhya One Earth" at Ghatkopar Avenue, Naidu Colony, Ghatkopar (East), Mumbai is being completed and MRHPL has received Occupation Certificate in respect thereof. The construction of other Phases of Aaradhya One Earth project are in full swing and has received very good response.

Atmosphere Realty Private Limited (‘ARPL):

The Company holds 17.50% stake in ARPL. ARPL is engaged in the business of Real Estate. ARPL has successfully completed Phase I of Atmosphere Project. The construction of Phase II of the Project is in full swing and has received very good response.

Man Chandak Realty LLP (‘Man Chandak Realty): The Company holds 50.00% stake in Man Chandak Realty. Man Chandak Realty is engaged in Real Estate business. Man Chandak Realty has undertaken joint development of Phase I being "Insignia Project" at Vile Parle (West), Mumbai. The construction of Phase I (Insignia) is being completed and Occupation Certificate in respect thereof has been received. Man Chandak Realty along with the developer shall initiate further phases in due course.

Starcrete LLP (‘Starcrete): The Company holds 75.00% stake in Starcrete. Starcrete is engaged in the business of producing, manufacturing, processing, trading, dealing in all kinds of building material products including ready mix concrete (RMC), aggregate, cement and all cement based products, etc.

Manaj Infraconstruction Limited (‘MAIL): The Company holds 64.00% stake in MAIL. MAIL is engaged into the business of providing Civil Construction Services and is undertaking Project for construction of residential premises at Charholi and Ravet within the jurisdiction of Pimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan Mantri Awas Yojna (PMAY) Housing scheme.

Man Aaradhya Infraconstruction LLP (‘Man Aaradhya): The Company holds 98.00% stake in Man Aaradhya. Man Aaradhya is engaged into the business of Real Estate. The Company has completed the construction of new buildings namely "Aaradhya Residency" in Ghatkopar West, Mumbai.

Manmantra Infracon LLP (‘Manmantra): Manmantra is engaged in the business of Real Estate and has completed a residential project namely "Aaradhya Signature" at Sion (West), Mumbai. The Company held 60.00% stake in Manmantra as on 31st March, 2023. Further, Manmantra ceased to be a subsidiary of the Company effective from April 28, 2023, on account of disposal of its entire partnership interest in the said LLP.

MICL Realty LLP (‘MICL Realty): The Company holds 46.00% stake in MICL Realty. MICL Realty is engaged into the business of Real Estate and has completed a residential project namely "Aaradhya Nine" at Ghatkopar East, Mumbai.

Man Projects Limited (‘MPL): During the year under review, Company had acquired 2,45,000 Equity Shares (representing 49% of the paid up equity share capital), of MPL and accordingly, MPL has become wholly owned subsidiary of the Company w.e.f. March 29, 2023. MPL is engaged into the business of providing Civil Construction Services. MPL has e_iciently completed the work for development of the fourth container terminal at Jawaharlal Nehru Port (JNPT), Mumbai, India for Bharat Mumbai Container Terminal Private Limited as per order received.

Manaj Tollway Private Limited (‘MTPL): During the year under review, Company had acquired 18,00,000 Equity Shares (representing 36% of the paid up equity share capital), of MTPL and accordingly, MTPL has become wholly owned subsidiary of the Company w.e.f. October 12, 2022.

Man Infra Contracts LLP (‘Man Infra Contracts):

The Company holds 70.00% stake in Man Infra Contracts. Man Infra Contracts is engaged into the business of Real Estate and has commenced the construction of its real estate project namely "Aaradhya Evoq" at Juhu, Mumbai.

MICL Builders LLP (‘MICL Builders):

The Company holds 52.10% stake in MICL Builders. MICL Builders is engaged into the business of Real Estate. During the year under review, MICL Builders was appointed as developer for redevelopment of Maitri Park CHSL at Chembur, Mumbai. Thereafter, the said society has resolved against the appointment of MICL Builders as developer against which appropriate legal recourse has been initiated under the guidance and advice of legal counsels.

MICL Global INC. (MICL Global): MICL Global was incorporated as a wholly owned subsidiary in the State of Delaware, USA to undertake development/ construction activity.

Platinumcorp Affordable Builders Private Limited (‘PABPL):

The Company holds 33.33% stake in PABPL. PABPL is engaged in the business of Real Estate.

MICL Realtors Private Limited (‘MICL Realtors):

MICL Realtors is wholly-owned subsidiary of the Company. MICL Realtors is engaged into the business of Real Estate.

MICL Creators LLP (‘MICL Creators): The Company holds 99.99% stake in MICL Creators. MICL Creators is engaged into the business of Real Estate.

MICL Properties LLP (‘MICL Properties): The Company holds 99.99% stake in MICL Properties. MICL Properties is engaged into the business of Real Estate.

MICL Estates LLP (‘MICL Estates): The Company holds 99.99% stake in MICL Estates. MICL Estates is engaged into the business of Real Estate.

MICL Homes LLP (‘MICL Homes): The Company holds 99.99% stake in MICL Homes. MICL Homes is engaged into the business of Real Estate. e. DIVIDEND:

The Board at its Meeting held on 10th November, 2022 declared 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 05th December, 2022. The dividend payout was Rs. 3,341.25 Lakhs. The same will be confirmed by the Members as Final Dividend in the ensuing Annual General Meeting. The Companys dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Companys growth. The details of Dividend Distribution Policy are put up on the website of the Company at the link: h t t p s : / / w w w. m a n i n f r a . c o m / w p - c o n t e n t / uploads/2022/10/dividend-distribution-policy.pdf

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

In terms of the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, unpaid/unclaimed dividend of Rs. 1,46,953/- pertaining to the year 2015-16 (First Interim Dividend) and 4337 number of equity shares for the year 2015-16 on which dividend for seven consecutive years was unpaid/unclaimed; were transferred during the year to the Investor Education and Protection Fund.

g. CONSOLIDATED FINANCIAL STATEMENTS:

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

h. REVISION OF FINANCIAL STATEMENTS:

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

i. TRANSFER TO RESERVES:

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

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

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

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for ine_iciency or inadequacy of such controls.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis. The details of material related party transactions are furnished in Annexure I and forms part of this Report. Further details of related party transactions entered into by the Company as required under Ind AS 24, are available in notes to the standalone financial statements section of the Annual Report and forms part of this Report. In addition to the same, the Company had entered into related party transaction(s) in the ordinary course of business with Royal Netra Constructions Private Limited (A company in which a Non-executive Director along with his relative holds more than 2% of paid up share capital) in respect of Loan Given amounting to Rs. 1740.92 Lakhs and Investment in Preference shares amounting to Rs. 800.00 Lakhs.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the Audit Committee was obtained for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Listing Regulations, the Company sought approval of shareholders. The Policy on dealing with Related Party Transactions is hosted on the Companys website at the given link: https://www.maninfra.com/wp-content/uploads/2022/10/policy-on-materiality-of-related-party-transactions.pdf

m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the Standalone Financial Statements forming part of the Annual Report. (Please refer to Notes 2.04, 2.06, 4.08, 4.10 and 4.11 to the Standalone Financial Statements).

2. SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year under review. As on 31st March, 2023, the Authorised Share Capital of the Company stood at Rs.90,00,00,000/- divided into 45,00,00,000 Equity Shares of Rs.2/- each and the paid-up share capital of your Company stood at Rs.74,25,00,810/- divided into 37,12,50,405 Equity Shares of Rs. 2/- each.

3. 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 the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations. Mr. Suketu R. Shah, resigned from the position of Joint Managing Director and Director of the Company with effect from December 01, 2022.

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 of the Company and being eligible, has offered himself for re-appointment. Necessary resolution for his re-appointment is included in the Notice of 21st AGM for seeking approval of Members. The Directors recommend his reappointment for your approval.

A brief resume and particulars relating to his reappointment is 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 from the Independent Directors of the Company confirming their independence in accordance with Section 149(6) of the Companies Act, 2013 and pursuant to Regulation 25 of the SEBI Listing Regulations.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

In the opinion of the Board, Independent Directors of the Company possess requisite integrity, expertise and experience for acting as an Independent Director of the Company.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

• Mr. Manan Parag Shah – Managing Director;

• Mr. Ashok Manharlal Mehta – Whole-time Director & Chief Financial Officer; and

• Mr. Durgesh Suhas Dingankar - Company Secretary & Compliance Officer.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Four times during the financial year under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report. Additionally, a separate Meeting of Independent Directors was held on 19th May, 2022 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there were no material departures;

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for that year;

iii. proper and su_icient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. AUDIT COMMITTEE:

The Audit Committee is constituted by the Board of Directors of the Company in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the 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 the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the SEBI Listing Regulations. The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

The Company has Nomination and Remuneration Policy which provides the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy of the Company is hosted on the Companys Website at: h t t p s : / / w w w. m a n i n f r a . c o m / w p - c o n t e n t / uploads/2022/10/nomination-and-remuneration-policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 20 of the SEBI Listing Regulations.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee. The terms of reference of the Stakeholders Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

f. RISK MANAGEMENT COMMITTEE:

The composition of the Risk Management Committee is in conformity pursuant to Regulation 21 of the SEBI Listing Regulations. The terms of reference of the Risk Management Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

g. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management Policy for all its business divisions and corporate functions and the same have been embraced in the decision making to ease the risk involved. Key business risks and their mitigation are considered in day-to-day working of the Company and also in the annual/ strategic business plans and management reviews.

h. 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 its Powers) Rules, 2014, established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: h t t p s : / / w w w. m a n i n f r a . c o m / w p - c o n t e n t / uploads/2022/10/vigil-mechanism-whistle-blower-policy.pdf

i. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constituted 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 of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The details with regards to CSR activities have been furnished in Annexure II.

The CSR policy of the Company is available on the Companys web-site and can be accessed in the link provided herein below: h t t p s : / / w w w. m a n i n f r a . c o m / w p - c o n t e n t / uploads/2022/10/csr-policy.pdf

j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework under which evaluation of the performance of the Board as a whole, its committees and the individual Directors was carried out. The Independent Directors at their meeting held on May 09, 2023, considered and evaluated the performance of Board, Chairman of the Board and the non-independent Directors. The Board subsequently evaluated performance of the Board, its Committees, Directors and Independent Directors; without participation of the concerned Directors.

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

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well-informed decisions in a timely manner.

The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Companies Act, SEBI Listing Regulations and other statutes.

The details of programme for familiarization of Independent Directors are put up on the website of the Company at the link: https://www.maninfra.com/wp-content/uploads/2023/06/Details-of-Familiarization-Programme-to-independent-directors-22-23.pdf

l. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used effiiciently and adequately protected.

m. CREDIT RATING:

The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CARE, the reputed Rating Agency, has rea_irmed the credit rating as "CARE A Stable (Single A; Outlook: Stable)" for Long Term Bank Facilities and "CARE A; Stable/CARE A2+ (Single A; Outlook: Stable/A Two Plus)" for Long Term/Short Term Bank Facilities of the Company.

n. PARTICULARS OF EMPLOYEES:

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

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. Pursuant to the provisions of Section 136(1) of the Act, the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees particulars specified under Rule 5(2) & (3) of the Rules. The same are available on the website of the Company viz. https://www.maninfra.com/annual-reports/#ir and for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

o. CODE OF CONDUCT:

Pursuant to SEBI Listing Regulations, the declaration signed by the Managing Director afirming the compliance of Code of Conduct by the Directors and Senior Management Personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

p. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Schedule V of the SEBI Listing Regulations; forms part of this Annual Report.

q. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR):

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Annual Report of top 1000 listed entities based on market capitalization (calculated as on 31st day of March of each financial year) shall contain Business Responsibility and Sustainability Report describing initiatives taken by the Company on the nine principles of the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Ministry of Corporate Affairs. The Business Responsibility and Sustainability Reporting is attached hereto as Annexure IV.

5. 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 31ST MARCH 2023:

The Auditors Report for the financial year ended 31st March 2023 does not contain any qualification, reservation or adverse remark and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. FRAUD REPORTING:

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

c. SECRETARIAL AUDIT REPORT AND ANNUAL SECRETARIAL COMPLIANCE REPORT FOR THE YEAR ENDED 31ST MARCH 2023:

Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi and Associates, Company Secretaries had been appointed to undertake the Secretarial Audit and issue Secretarial Audit Report and Annual Secretarial Compliance Report for the financial year 2022-23. The Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3, Secretarial Audit Report of the material subsidiary(ies), if any and the Annual Secretarial Compliance Report for the financial year 2022-23 pursuant to Regulation 24A of the SEBI Listing Regulations, forms part of this Report. The said reports do not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except for the manner in which the meetings of Risk Management Committee shall be conducted pursuant to Regulation 21(3C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherein more than one hundred and eighty days elapsed between two consecutive meetings. In this matter we state that, the Meetings of Risk Management Committee were held on 19th May, 2022 and 2nd February, 2023 and the same had occurred inadvertently and purely on account of oversight and only an aberration being a one-o_ event. The Company assures that it shall continue to comply with applicable SEBI Regulations both in letter and spirit in timely manner.

d. STATUTORY AUDITORS:

Pursuant to provisions of Section 139, 140 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the shareholders of the Company at the 20th Annual General Meeting, appointed M/s. G.M. Kapadia & Co., Chartered Accountants, Mumbai (Firm Registration No. 104767W) as Statutory Auditors for a period of Five years, till the conclusion of 25th Annual General Meeting.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is required to maintain cost records and as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on 19th May, 2022, appointed M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448) as the Cost Auditors for the financial year 2022-23. In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448), as the Cost Auditors of the Company. A resolution 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 Number 100404W), Internal Auditors of the Company have carried out internal audit of the Company for the financial year 2022-23, 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 meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee. The Audit Committee has accepted all the recommendations of the Internal Auditors. In respect of FY 2023-24, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Aneja Associates, Chartered Accountants, (Firm Registration Number 100404W), as the Internal Auditors of the Company.

g. SECRETARIAL STANDARDS:

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

6. OTHER DISCLOSURES:

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

a. ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company and can be accessed at: https:// www.maninfra.com/annual-reports/#ir

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as follows:

i. Conservation of energy: Conservation of energy is an ongoing process in the activities of the Company. The core activity of the Company is civil construction which is not an energy intensive activity.

ii. Technology absorption:

The Company did not absorb any technology during the year.

iii. Foreign exchange earnings and Outgo:

Particulars 1st April, 2022 to 31st March, 2023 1st April, 2021 to 31st March, 2022
Amount in Lakhs Amount in Lakhs
Actual Foreign Exchange earnings NIL NIL
Actual Foreign Exchange outgo 11,819.52 7,754.12

c. CORPORATE GOVERNANCE:

The Company adheres to good corporate governance practices as per Schedule V of SEBI Listing Regulations. The Report on Corporate Governance and requisite certificate from the Practicing Company Secretary, confirming compliance of the conditions of Corporate Governance is included in the Annual Report.

d. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

e. VALUATION:

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions, along with reasons thereof is Not Applicable.

7. 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:

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

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

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

e. There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

f. Neither the Managing Director(s) nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. The Company has no holding Company. g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. Your Directors further state that during the year under review, no complaints were received in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the cooperation extended by the banks, financial institutions, government authorities and other stakeholders. Your Board acknowledges with appreciation, the invaluable support provided by the Companys auditors, business partners and investors.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further 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

Ashok Mehta

Whole-time Director and CFO

DIN: 03099844

Manan P. Shah

Managing Director

DIN: 06500239

Place: Mumbai

Date: 09th May, 2023.