Man Infraconstruction Ltd Directors Report.

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting Seventeenth Annual Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2019.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance for the year ended 31st March, 2019 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)

Standalone

Consolidated

Particulars Year Ended on 31st March, 2019 Year Ended on 31st March, 2018 Year Ended on 31st March, 2019 Year Ended on 31st March, 2018
Revenue from Operations 16,648.47 19,286.71 37,125.71 65,160.19
Other Income 10,749.65 9,025.13 3,152.51 4,415.13
Total Income 27,398.12 28,311.84 40,278.22 69,575.32
Expenses
Cost of materials consumed / sold 4,302.87 4,624.22 6,564.72 16,538.58
Changes in inventories 76.21 - (3,934.95) (8,697.25)
Employee benefits expense 2,343.30 2,382.56 3,972.90 4,532.33
Finance costs 154.87 87.77 5,335.20 5,552.48
Depreciation and amortization expense 398.94 483.86 744.69 799.53
Sub Contract/Labour Charges 3,137.43 6,319.79 8,137.82 21,478.35
Cost of Land/Development Rights/ Premium - - 5,774.16 2,813.80
Other Expenses 2,707.90 4,192.23 6,645.71 8,555.31
Total Expenses 13,121.52 18,090.43 33,240.26 51,573.13
Profit before exceptional Items, share of profit / (loss) of associates / joint venture and Tax 14,276.60 10,221.41 7,037.96 18,002.19
Share of Profit / (loss) of associates / joint ventures (Net of tax) - - 1,507.40 (125.56)
Profit before exceptional items and tax - - 8,545.36 17,876.63
Exceptional Items - - - -
Profit before tax 14,276.60 10,221.41 8,545.36 17,876.63
Tax expense;
Current Tax (Including current tax of earlier year) 3,470.65 2,774.52 4,303.36 6,925.76
Deferred Tax (45.63) 79.85 (13.79) 34.98
Profit for the period 10,851.58 7,367.04 4,255.79 10,915.89
Non-Controlling Interest - - 76.80 4,263.31
Profit after Tax and Non-Controlling Interest 10,851.58 7,367.04 4,178.99 6,652.58
Other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss 95.27 16.74 173.84 26.53
Attributable to Owners of the Parent - - 141.31 24.44
Attributable to Non-Controlling Interest - - 32.53 2.09
Total Comprehensive Income (aftertax) 10,946.85 7,383.78 4,320.30 6,677.02
Attributable to Non-Controlling Interest - - 109.33 4,265.40
Paid-up Equity Share Capital 4,950.01 4,950.01 4,950.01 4,950.01
(Face Value of Share Rs. 2/- each)
Other Equity 75,664.08 67,847.76 64,448.95 63,888.16
Earnings Per Share (EPS) (Face Value of Rs. 2 /- each) (not annualized for quarters);
a) Basic (in Rs.) 4.38 2.98 1.69 2.69
b) Diluted (in Rs.) 4.38 2.98 1.69 2.69

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

b. OPERATIONS:

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

c. FINANCIAL PERFORMANCE:

The performance highlights are as under:

The Company achieved a turnover (net of VAT) of Rs. 16,648.47 Lakhs (on consolidated basis Rs. 37,125.71 Lakhs) during the year as against previous years turnover (net of VAT) of Rs. 19,286.71 Lakhs (on consolidated basis Rs. 65,160.19 Lakhs) showing decrease by-13.67% (on consolidated basis -43.02%) and has earned a Profit after Tax (PAT) of Rs. 10,851.58 Lakhs (on consolidated basis Rs. 4,178.99 Lakhs) as against previous years Profit of Rs. 7,367.04 Lakhs (on consolidated basis Rs. 6,652.58 Lakhs) showing increase by 47.30% (on consolidated basis-37.18%).

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

A report on the performance and financial position of each of the subsidiaries, associates and joint venture entities for the financial year ended 31st March, 2019 as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: http://www.maninfra.com/contracting/pdf/policy-on- material-subsidiaries.pdf

Additional information on Subsidiaries/Associates/ Joint ventures:

Man Vastucon LLP (Man Vastucon1): Man Vastucon is engaged in the business of Real Estate. The 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 in full swing. Man Vastucon has received good response to the Project. The Company holds 99.99% stake in Man Vastucon.

Atmosphere Realty Private Limited (ARPL): ARPL is engaged into the business of Real Estate. ARPL has successfully completed Phase I of Atmosphere Project and is in process of initiating Phase II. ARPL has received good response to the Project. The Company holds 17.50% stake in ARPL.

Man Aaradhya Infraconstruction LLP (Man Aaradhya):

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

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

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

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

Man Projects Limited (MPL): MPL is engaged into the business of providing Civil Construction Services. MPL has efficiently 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. 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 Saswad Belsar Phata Road project at S.H. 64, Taluka Purandar, District Pune and such other additional or incidental works on Design - Build - Finance - Operate - Transfer1 (DBFOT) basis for Public Works Department (PWD), Government of Maharashtra. In March 2015, MTPL has submitted a Termination Notice to PWD on account of failure of PWD to acquire and hand over land for road construction and unresolved matters on forest clearance and has stopped the work. MTPL has claimed costs incurred and compensation in line with the terms and conditions of the Concession Agreement from PWD. MTPL had filed arbitration petition before the Arbitral Tribunal and the Honourable High Court has appointed a Sole Arbitrator. The Honble Arbitrator has given the award in favour of MTPL against which PWD has filed a petition under the Arbitration Act, which is pending admission. The Company holds 63% stake in Manaj Tollway Private Limited.

Man Realtors and Holdings Private Limited (MRHPL):

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

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

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

e. DIVIDEND:

The Board in its Meeting held on 1st September, 2018 declared an Interim Dividend of Rs. 1.26 per share (i.e. 63 %) on the Equity Shares of Rs. 2/- which was paid to the entitled Shareholders on 21st September, 2018. The dividend payout including dividend distribution tax was Rs. 3,130.53 Lakhs. 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.

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

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 47,266 of unpaid/ unclaimed dividends and 1,138 equity shares 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 Listing Regulations, 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 STATEMENT:

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

i. TRANSFER TO RESERVES:

The Board hasnt 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 inefficiency or inadequacy of such controls.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and on an arms length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as perthe last audited financial statements are furnished in Annexure I and forms part of this Report. Further details of related party transactions entered 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.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolutions, the results of which have been declared on 14th August, 2018 & 5th February, 2019. The Policy on dealing with Related Party Transactions may be accessed on the Companys website at the link: http://www.maninfra.com/contracting/pdf/policy-on- materiality-of-related-party-transactions.pdf

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

Particulars of loans given, investments made, guarantees given and securities 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 2.03 and 2.05 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

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

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

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

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

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

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

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

01.04.2019 to 31.03.2024, subject to the approval of the Shareholders at the General Meeting;

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

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

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

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

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

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

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Six times duringthe financial year under review. The 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 17th May 2018 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, 2019, the Board of Directors hereby confirms that:

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

b. 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, 2019 and of the profit of the Company for that year;

c. proper and sufficient 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;

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 and that such internal financial controls are adequate and were operating effectively;

f. 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 constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015 comprises of:

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

The Members of the Audit Committee are financially literate and have 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 the Section 178 of the Companies Act, 2013 and pursuant to Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee comprises:

Sr.

No.

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

The terms of reference of the Nomination and Remuneration Committee and the 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: https://www.ma ninfra.com/contracting/pdf/ nomination-and-remuneration-policy.pdf

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, Stakeholders Relationship Committee is duly constituted comprising of Mr. Berjis Desai as its Chairman, Mr. Parag Shah and Mr. Suketu Shah as the Committee Members respectively. 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. 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: 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 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 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. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee (CSR Committee) is duly constituted comprising Mr. Berjis Desai as the Chairman, Mr. Pa rag Shah and Mr. Dharmesh Shah as of 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 in regards to CSR activities have been prescribed 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: 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 Performance Evaluation Framework under which evaluation of the performance of Board as a whole, its committees and the individual Directors was carried out. The Independent Directors at their meeting held on May 17, 2018, considered and evaluated the performance of Board, Chairman of the Board and the Non-Independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director. The Nomination and Remuneration Committee has approved the Policy relating to evaluation of every directors performance. Accordingly, evaluation of all 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 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 Act and other statutes.

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

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

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place has 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 efficiently and adequately protected.

l. 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.

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. www.maninfra.com 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.

m. CODE OF CONDUCT:

Pursuant to SEBI Regulation, the declaration signed by the Managing Director affirming 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.

n. 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 Regulations; forms part of this Annual 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 31st MARCH 2019:

The auditors reportfor the financial year ended 31st March 2019 does not contain any qualification, reservation or adverse remark and therefore, do not cal I 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 2019:

Provisions of Section 204read 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 2018-19. The Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2018-19 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.

d. STATUTORY AUDITORS:

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

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

e. COST AUDITORS:

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

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, and accordingly as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 17th May, 2018, appointed M/s. Shekhar Joshi & Company (Firm Registration Number 100448), Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19. The Cost Audit Report for FY 2018-19 will be filed within the prescribed period under the Companies Act, 2013.

In respect of FY 2019-20, the Board based on the recommendation of the Audit Committee has approved the appointment of M/s. Shekhar Joshi & Company (Firm Registration Number 100448), Cost Accountants, as the Cost Auditors of the Company. A resolution for ratification of the remuneration to be paid for such appointment 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 2018-19, 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 recommendation of the Internal Auditors.

In respect of FY 2019-20, the Board based on the recommendation of the Audit Committee has 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 complies with all applicable mandatory issued 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 of the Annual Return for the financial year ended 31st March 2019 made under the provisions of Section 92(3) of the Act is attached as Annexure IV which forms part of this Report.

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 furnished in Annexure V which forms part of this Report.

c. CORPORATE GOVERNANCE:

The Company adheres to good corporate governance practices, accordingly as per Schedule V of Listing Regulations; the Auditors certificate on Corporate Governance is annexed to the Directors Report. The requisite certificate from the Practicing Company Secretary, confirming compliance of the conditions of Corporate Governance is attached to the Report on Corporate Governance.

d. 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 reaffirmed the credit rating as "A - Stable" for Long term Bank limits and "A- Stable/ Care A2+" for Long/Short term Bank Limits of the Company.

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.

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

5. 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.

Your Directors further state that during the year under review, no complaints were filed and disposed of and no complaints were pending as on the end of the financial year in 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 have reposed in the Company. Your Board similarly expresses gratitude for the co-operation 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
Place: Mumbai Parag Shah Suketu Shah
Date: 22.05.2019 Managing Director Whole-time Director
DIN:00063058 DIN: 00063124

Registered office:

CIN: L70200MH2002PLC136849 12th Floor, Krushal Commercial Complex,

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

Mumbai - 400 089

Web-site: www.maninfra.com

E-mail: investors@maninfra.com

Tel: 022 4246 3999

Fax: 022 2525 1589