Man Infraconstruction Ltd Directors Report.

DEAR SHAREHOLDERS,

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

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance for the financial year ended 31st March, 2021 as compared to the previous financial year, is summarized below:

(Amount in Rs. Lakhs)

Particulars Standalone Consolidated
Year Ended on 31st march, 2021 Year Ended on 31st march, 2020 Year Ended on 31st march, 2021 Year Ended on 31st March, 2020
Revenue from Operations 11,960.53 10,697.53 42,715.86 26,697.83
Other Income 11,376.14 9,632.40 2,485.01 2,720.90
Total Income 23,336.67 20,329.93 45,200.87 29,418.73
Expenses
Cost of materials consumed/sold 4,518.39 4,194.89 11,971.34 7,749.72
Changes in inventories - - (2,458.88) (1,477.48)
Employee benefits expense 1,962.85 2,466.85 3,624.27 3,668.17
Finance costs 121.10 109.74 5,837.03 5,690.31
Depreciation and amortization expense 647.70 480.34 915.93 707.28
Sub-Contract/Labour Charges 3,644.08 2,666.60 6,730.19 4,320.52
Cost of Land/Development Rights/ Premium - - 6,869.37 6,541.87
Other Expenses 1,461.59 1,553.55 6,322.85 6,166.65
Total Expenses 12,355.71 11,471.97 39,812.10 33,367.04
Profit before exceptional Items, share of profit/(loss) of associates/joint venture and Tax 10,980.96 8,857.96 5,388.77 (3,948.31)
Share of Profit/(loss) of associates/joint ventures (Net of tax) - - 122.25 509.65
Profit/(loss) before exceptional items and tax - - 5,511.02 (3,438.66)
Exceptional Items - - - -
Profit before tax 10,980.96 8,857.96 5,511.02 (3,438.66)
Tax expense:
Current Tax (Including current tax of earlier year) 1,771.81 1,816.67 2,344.54 1,892.49
Deferred Tax (32.84) 168.69 (167.97) (4,108.27)
Profit/(loss) for the period 9,241.99 6,872.60 3,334.45 (1,222.88)
Non-Controlling Interest - - 132.92 (510.41)
Profit/(loss) after Tax and Non-Controlling Interest 9,241.99 6,872.60 3,201.53 (712.47)
other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss (22.64) (51.91) (43.48) (73.26)
Attributable to Owners of the Parent - - (36.43) (68.81)
Attributable to Non-Controlling Interest - - (7.05) (4.45)
Total Comprehensive Income (after tax) 9,219.35 6,820.69 3,165.10 (781.28)
Attributable to Non-Controlling Interest - - 125.87 (514.86)
Paid-up Equity Share Capital (Face Value of Share Rs. 2/- each) 4,950.01 4,950.01 4,950.01 4,950.01
Other Equity 88,115.37 81,123.52 62,534.43 62,025.99
Earnings per Share (EpS) (Face value of Rs. 2/- each)
a) Basic (in Rs.) 3.73 2.78 1.29 (0.29)
b) Diluted (in Rs.) 3.73 2.78 1.29 (0.29)

The financial statements for the year ended 31st March, 2021 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 the Company and its subsidiaries/associates in and around Mumbai.

c. GLOBAL HEALTH Pandemic FROM COViD-19:

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

d. Financial performance:

The performance highlights are as under:

The Company achieved a turnover (net of GST) of Rs.11,960.53 Lakhs (on consolidated basis Rs.42,715.86 Lakhs) during the year as against previous years turnover (net of GST) of Rs.10,697.53 Lakhs (on consolidated basis Rs.26,697.83 Lakhs) showing increase by 11.80% (on consolidated basis 59.99%) and has earned a Profit after Tax (PAT) of Rs.9,241.99 Lakhs (on consolidated basis profiit of Rs.3,201.53 Lakhs) as against previous years Profit of Rs.6,872.60 Lakhs (on consolidated basis loss of Rs.712.47 Lakhs).

e. 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, 2021 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 is hosted 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 vastucon): 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 a very good response to the Project. The Company holds 99.99% stake in Man Vastucon.

MiCL Developers LLP (MiCL Developers): MICL Developers LLP is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Eastwind" at Vikhroli, Mumbai is in process 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. The construction work of Phase I of its real estate project namely Aaradhya One Earth at Ghatkopar Avenue, Naidu Colony, Ghatkopar (East), Mumbai is in full swing and has received very good response. The Company holds 62.79% stake in MRHPL.

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

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

Starcrete LLP (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. The Company holds 75% stake in Starcrete.

Manaj infraconstruction Limited (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. 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 the construction of new buildings namely "Aaradhya Residency in Ghatkopar West, Mumbai. 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 residential project namely "Aaradhya Signature" at Sion (West), 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 has completed a residential project namely "Aaradhya Nine" at Ghatkopar East, Mumbai. 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 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 - Transfer (DBFOT) basis for Public Works Department (PWD), Government of Maharashtra. In March 2015, MTPL had 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. The Honble Arbitrator has given the award in favour of MTPL and the matter is pending at the Honble High Court at Bombay. The duly signed consent terms mutually agreed by the parties were accepted by the Honble High Court at Bombay and consent order was passed dated 12th December, 2019. The Government of Maharashtra had then prayed for review of the consent order passed by the Court. The said review petition was dismissed by the Honble High Court at Bombay vide its order dated 5th March, 2021. In light of the Pandemic and court vacation, there is delay in further process of claim. The Company holds 63% stake in Manaj Tollway Private Limited.

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 and is yet to commence its business operation.

f. DIVIDEND:

The Board at its Meeting held on 10th February, 2021 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 5th March, 2021. The dividend payout was Rs. 2,227.50 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: https://www.maninfra.com/contracting/pdf/dividend- distribution-policy.pdf

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

In terms of the provisions of the Investor Education and 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. 26,784/- and 275 equity shares on which dividend for seven consecutive years was unpaid/unclaimed; were transferred during the year to the Investor Education and Protection Fund.

h. 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.

i. REviSiON OF FiNANCiAL STATEMENTS:

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

j. TRANSFER TO RESERvES:

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

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

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

l. 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.

m. 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.

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 by passing necessary resolution, which was granted in the Annual General Meeting held on 24th September, 2020. The Policy on dealing with Related Party Transactions is hosted on the Companys website at the given link:

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

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

Particulars of loans given, investments made, guarantees given 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 2.03, 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 the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations. During the year under review, there were no changes in the Board of Directors.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Mehta (DIN: 03099844) 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 19th AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

A brief resume and particulars relating to re-appointment of Director are 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.

3. 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 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, 2021, 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 were 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, 2021 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 fiinancial 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 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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:

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

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 the Board as a whole, its committees and the individual Directors was carried out. The Independent Directors at their meeting held on May 19, 2021, considered and evaluated the performance of Board, Chairman of the Board and the non-independent Directors. The Board subsequently evaluated performance of the Committees and Independent Directors; without participation of the concerned Directors.

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 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/contracting/pdf/details-of-familiarization-programme-to-independent-directors-20-21.pdf

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of 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 efficiently and adequately protected.

l. 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.

m. 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.

n. CODE OF CONDUCT:

Pursuant to SEBI Listing Regulations, 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.

o. 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.

?. BUSINESS RESPONSIBILITY REPORT (BRR):

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 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 Report is attached hereto as Annexure iV.

4. AUDiTORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATiONS oF STATUToRY aUDitoRS oN accounts for the year ended 31st march 2021:

The Auditors Report for the financial year ended 31st March 2021 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 offiicers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

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

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 fiinancial year 2020-21. The Secretarial Audit Report issued by M/s. Rathi and Associates, Company Secretaries in Form MR-3 and the Annual Secretarial Compliance Report for the financial year 2020-21 pursuant to Regulation 24A of the SEBI Listing Regulations, form 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 (Firm Registration No. 107023W) 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 Statutory Auditors at each Annual General Meeting has been omitted. The Company has received eligibility letter from M/s. Nayan Parikh & Co., Chartered Accountants to act as Statutory Auditors of the Company pursuant to the provisions of 139 of the Companies Act, 2013.

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 29th June, 2020, appointed M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448) as the Cost Auditors for the financial year 2020-21. The Cost Audit Report for FY 2020-21 will be filed within the prescribed period under the Companies Act, 2013.

In respect of FY 2021-22, the Board, based on the recommendation of the Audit Committee, has 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 2020-21, as per scope of work finalized with the Audit Committee. The findings of the Internal Auditors are discussed on an on-going basis in the 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 2021-22, 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 has complied with all applicable mandatory Secretarial Standards 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 the 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, an extract of the Annual Return for the financial year ended 31st March 2021 in accordance with the provisions of Section 92(3) of the Act has been put up on the website of the Company at the link:

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

nomination-and-remuneration-policy.pdf

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:

A. 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.

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

C. foreign exchange earnings and Outgo:

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

c. CORpORATE GOvERNANCE:

The Company adheres to good corporate governance practices as per Schedule V of SEBI Listing Regulations. The Secretarial 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.

6. general:

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no occurrences

or transactions on these items during the year under review:

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

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

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

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

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

6. 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 off 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 Suketu R. Shah ashok mehta
Date: 19th May, 2021 Joint managing Director whole-time Director and CFo
Din: 00063124 Din:03099844