Man Industries (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 35th Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS / RESULTS

(Rs in Lakhs)

Particulars	For the financial year 2022-23	For the financial year 2021-22
Profit before Depreciation	13,479	17,983
Less: Depreciation	4,514	4,522
Profit Before Tax	8,965	13,461
Exceptional Item (Loss)	-	-
Less: Taxation	2,238	3,338
Profit after Tax	6,726	10,123
Add: Other Comprehensive Income (net of tax)	482	(414)
Total Comprehensive Profit	7,209	9,709
Add: Profit brought forward	68,947	59,238
Total profit available for appropriation	76,156	68,947
Appropriations:
Adjustment of Income Tax (Earlier year)	(210)	-
Transfer to General Reserve	-	-
Dividend Paid	(1,184)	-
Provision for taxation – Dividend	-	-
Transition impact of Ind-AS 116	-	-
Balance carried to Balance Sheet	74,762	68,947

RESULTS OF OPERATIONS

During the year under review, net sales and other income for the standalone entity increased to 2,13,267 lakhs from 2,13,126 lakhs in the previous year with increase of 0.07%. The operating profit (PBDIT) witnessed a decrease of 19.03% from 21,713 lakhs in 2021-22 to 17,580 lakhs in 2022-23. However, profit after tax (PAT) was reduced by 33.55% at 6,727 lacs from 10,123 lakhs in the previous year.

DIVIDEND

Pursuant to the approval of the Board on April 21, 2022, your Company paid an Interim dividend of 2/- (i.e. 40%) per equity share of face value of 5/- each, to shareholders whose names were in the register of members as on April 29, 2022, being the record date fixed for this purpose. The Board thought it prudent not to recommend a final dividend for this year as the interim dividend of 2/- per equity share declared by the Board on April 21, 2022 was considered as the final dividend for the financial year 2022-23. Thus, the total dividend for the financial year 2022-23 remains 2/- per equity share.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 which will be filed with the Registrar of Companies/MCA, can be accessed on the website of the Company i.e. www.mangroup.com.

SUBSIDIARY COMPANIES

The Company is having Five Subsidiary Companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

Sr No. Name of the Subsidiary Companies	Performance
1. Merino Shelters Private Limited (Incorporated in India)	The implementation of the Scheme of Demerger is still pending and as such, the consolidation of Financial Statements of Merino Shelters Private Limited is not taken into account.
2. Man Overseas Metal DMCC (Incorporated in UAE)	The Company has achieved a net profit of AED 0.43 lakhs during the financial year 2022-23 as compared to net profit of AED 0.83 lakhs in the previous year.
3. Man USA Inc (Incorporated in USA)	The net revenue during the financial year 2022-23 of the Company stood at USD NIL as compared to USD NIL in the previous year.
4. Man Offshore and Drilling Limited (Incorporated in India)	Man Offshore and Drilling Limited is yet to start operation and there has been no business activity till the financial year ended 31st March, 2023.
5. Man Stainless Steel Tubes Limited (Incorporated in India)	Man Stainless Steel Tubes Limited is yet to start operation and there has been no business activity till the financial year ended 31st March, 2023.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Subsidiaries (except of Merino Shelters Pvt. Ltd) for the financial year ended March 31, 2023, prepared in accordance with the Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements of the Company along with the documents required to be attached thereto and separate financial statements in respect of its subsidiary companies are available on its website i.e. www.mangroup.com and are also available for inspection at its Registered Office.

DIRECTORS & KMPs

During the year under review, Mrs. Heena Vinay Kalantri (DIN: 00149407), Non-Executive Director is liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Appropriate resolution for her re-appointment is being placed before the Board for approval at the ensuing Annual General Meeting. Brief resume of Mrs. Heena Vinay Kalantri and other information has been given in the notice convening the Annual General Meeting. Your Directors recommend her reappointment.

During the year, Mr. Jatin Shah resigned from the post of Company Secretary on 31.12.2022 & Mr. Rahul Rawat was appointed as Company Secretary w.e.f. 14.02.2023.

Mr. Pramod Tandon (DIN: 00364652), Mrs. Renu Purshottam Jalan (DIN : 08076758) and Mr. Narendra Mairpady (DIN : 00536905) act as an Independent Directors and they have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations, 2015.

BOARD EVALUATION

Provisions of Section 134(3), 149(8) and Schedule IV of the Companies Act, 2013 read with Regulation 4(2)(f)(9) of the SEBI Listing Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and

Individual Directors. The annual evaluation process of the Board of Directors, its Committees and the Individual Directors including the Chairman of the Company was carried out in the manner prescribed by the Companies Act, 2013 the guidance note on Board Evaluation issued by SEBI and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

A structured questionnaire was circulated for reviewing the functioning and effectiveness of the Board, its Committees, the Individual Directors including the Chairman of the Company. All the directors participated in the evaluation survey. The evaluation criterion for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board. Responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process was considered by the Board to optimize its effectiveness.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, 6 (six) Board Meetings of the Company were held on April 21, 2022, May 27, 2022, August 11, 2022, August 30, 2022, November 14, 2022 and February 9, 2023.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Pramod Tandon and Mrs. Renu Jalan, Independent Directors and Mr. Nikhil Mansukhani, Managing Director of the Company. Mr. Pramod Tandon is the Chairman of the Audit Committee. The Company Secretary is the Secretary to the Committee. There has not been any instance during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.mangroup.com

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015.

The salient features of the Policy, are :

a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel.

b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel.

c. Formulating the criteria for performance evaluation of all Directors.

d. Board Diversity

The Companys policy inter-alia, on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Act is available on the website of Company at www.mangroup.com.

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that: preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards In (except Ind AS-110) have been followed.

They have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the Company for that period.

They have taken proper and care towards 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.

They have prepared the annual accounts on a going concern basis.

They have laid down internal financial controls, which are adequate and are operating effectively.

They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditor submits his Report which is placed before the Audit Committee.

A combination of these systems enables your Company to maintain a robust design of controls and its operating effectiveness is ensured through periodical internal checks and audit.

CORPORATE SOCIAL RESPONSIBILITY

As a part of initiative under "Corporate Social Responsibility" (CSR), the Company has contributed funds towards promotion of health care, cleanliness and sanitation education, women empowerment, environmental sustainability and rural welfare programs. CSR activities were undertaken by the Company in and around plant locations that is Anjar, Gujarat; Pithampur, Madhya Pradesh and in Mumbai where the Head office of the Company is located.

A brief outline of the CSR policy of the Company and the details of activities/initiatives taken by the Company on CSR during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure ‘A to this Report. The said policy is available on the website of the Company at ‘www.mangroup.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given and securities provided, if any, have been disclosed in the financial statements.

VIGIL MECHANISM

In accordance with 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 and Listing Regulations, 2015 the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed on the Companys website www.mangroup.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(f) & and other applicable regulation read with Schedule V of Listing Regulations, 2015 is presented in a separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

A Separate Report on Corporate Governance along with a certificate from the Secretarial Auditors of the Company confirming the compliance of the conditions of Corporate Governance by the Company as required under Para E of Schedule V to the Listing Regulations, 2015 is annexed hereto and forms an integral part of this Report.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

RISK MANAGEMENT

The Company has a risk management framework for the identification and management of risks. The Company has been following the processes and procedures for assessment and mitigation of various business risks associated with the nature of its operations and such adaptation has helped the Company to a very large extent. In line with the requirement under the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC) comprising of members of the Board and Senior Management personnel. Composition of RMC is provided in the Corporate Governance Report, which forms part of this Report. RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. The ultimate responsibility for framing, implementing and monitoring the risk management plan for the Company lies on the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors are of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2022-23.

AUDITORS AND THEIR REPORTS

(A) STATUTRY AUDITORS :

M/s. A Sachdev & Co., Chartered Accountants (Firm registration number: 001307C) were appointed as the Statutory Auditors of the Company in the 34th Annual General Meeting (AGM) of the Company held on 29th September, 2022 to hold office for a period of five years from the conclusion of the 34th AGM till the conclusion of the 39th AGM of the Company.

Auditors report, qualifications and explanation :

No frauds have been reported by the Statutory Auditors during the financial year 2022-23 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

However, the Statutory Auditors have made following observations/qualifications in their Audit Report;

(i) The Company has paid excess managerial remuneration of Rs. 51.83 lakhs during the year in excess of the limits laid down under Section 197 read with Schedule V to the Companies Act, 2013.

(ii) There has been delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March, 2023 of an amount of Rs. 16.60 lakhs which is being delayed by 30 days and amount of Rs. 158.27 lakhs which has been held in abeyance in the unpaid dividend account due to legal case pending.

(iii) Contravention to Indian Accounting Standard Ind AS 110 : Consolidated Financial Statement, Financial Statement of Merino Shelters Private Limited, wholly owned subsidiary has not been consolidated.

As required under Section 134(3)(f) of the Companies Act, 2013, the Board provides its explanation/justification in respect of above observations as under;

(i) With respect to excess managerial remuneration paid of Rs. 51.83 lakhs, the Company is in process of ratifying the same in ensuing general meeting.

(ii) On account of disputes pending adjudication before various judicial authorities regarding the title/ownership of the shares and also the dispute regarding right to receive dividend on such shares between the two promoter shareholders groups, the Company, based on the representations of both the groups, has obtained a legal opinion on this issue and accordingly, the dividend of Rs. 447.03 lakhs for the FY 2014-15 to FY 2022-23 has been kept in abeyance in the unpaid dividend account. The Honble Bombay High Court has given its verdict in favour of the company, the same is challenged by the aggrieved group before Honble Supreme Court of India, pending admission.

(iii) As implementation of scheme of Demerger is still pending and as such, the consolidation of Financial Statement of Merino Shelters Private Limited has not been given effect of.

(B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Mayank Arora & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is set out in Annexure ‘B to this Report.

However, the Secretarial Auditors have made following observations in their Audit Report;

a. As per Regulation 47 (3) of SEBI (LODR) Regulations, 2015 the Listed Entity has failed to submit newspaper advertisement to the Stock Exchanges for quarter ending 31st March, 2022, 30th June, 2022 and 30th September, 2022.

b. As per Accounting Standard 110 as issued by ICAI, the Company has not Consolidated the Financial Statement of one of its subsidiary namely Merino Shelters Private Limited in the light of pendency of implementation of the scheme of Demerger. Further, the Financials of said Subsidiary are not published on the website of the Company under Regulation 46 (2) (s) of SEBI (LODR) Regulations, 2015.

As required under Section 134(3)(f) of the Companies Act, 2013, the Board provides its explanation/justification in respect of above observations as under;

(i) Due to oversight, the Company missed to submit, however, the Listed Entity has complied with the said regulation from quarter ending 31st December, 2022 onwards and the Company will be more careful in future.

(ii) The implementation of the Scheme of Demerger is still pending and as such, the consolidation of Financial Statements of Merino Shelters Private Limited has not been given effect of.

(C) COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. M.P. Turakhia & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2023-24 at a remuneration of 1,25,000/- (Rupees One Lakh Twenty-Five Thousand Only) plus applicable taxes for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

SECRETARIAL STANDARDS OF ICSI

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ‘C to this Report.

Particulars of employees pursuant to Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ‘D to this Report.

DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure ‘E to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arms length basis and were in the ordinary course of the business. In compliance with the terms of the ‘Policy on Related Party Transactions, no contracts, arrangements or transactions were entered into by the Company with the Promoters, Key Managerial Personnel or other designated persons which would be considered materially significant and which may have potential conflict of interest with the company at large. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website www.mangroup.com.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure ‘F to the Boards Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of Sexual Harassment during the financial year 2022-23.

GENERAL PROVISIONS

Safety, Health and Environment

During the year, the Company continued to focus on resource conservation and reduction in generation of hazardous wastes and enhanced its efforts to positively impact the environment in which it operates. All the manufacturing facilities and processes are subject to regular inspections and a Safety Audit is carried out meticulously at Anjar plant and preventive measures are taken to ensure high standards of safety. There have been regular trainings right from the employee induction stage and further on continual basis to reinforce safety habits by its employees. Your Company has taken adequate insurance cover for all its plants as well as for third party liabilities and continues to work towards the improvement of our environment, healthy and safe management system. The company has also been organizing the camps for Blood donation and also yoga trainings for its employees.

Human Resources and Industrial Relations

In your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

Attracting, retaining and motivating employees and creating an environment that nurtures them to deliver their best have been a constant practice followed by your Company. Your Company continues to invest in training, refining its goal setting and performance evaluation processes through which employees can share best practices and seek support to drive change and improvement. Further, the Company remains committed for the employee engagement activities such as employee Sports Events and Festival Celebrations etc. to keep its employees interested to achieve higher milestones.

Share Capital

Pursuant to the approval of the Members by way of Special Resolution passed in the Annual General Meeting held on September 30, 2020, the Allotment Committee of the Board of Directors of the Company had allotted 30,00,000 convertible warrants to Man Finance Private Limited (MFPL), a promoter group entity on preferential basis, during the Financial Year 2020-21.

Out of the aforesaid 30,00,000 convertible warrants, your Company had allotted 20,76,000 equity shares to MFPL upon conversion of equal no. of warrants during the Financial Year 2021-22. The remaining 9,24,000 warrants were also converted in May, 2022 and equal no. of equity shares were allotted to MFPL upon conversion of these remaining warrants.

Consequently, as on the date of this Report, the share capital of the Company is as follows:

The Authorized Share Capital of the Company is 40,00,00,000/- (Rupees Forty Crore Only) divided into 8,00,00,000 (Eight Crore) Equity Shares of 5/- (Rupees Five Only) each.

The subscribed and paid-up share capital of your Company stands at 30,05,15,275/- (Rupees Thirty Crore Five Lakhs Fifteen Thousand Two Hundred and Seventy-Five only) consisting of 6,01,03,055 equity shares of 5/- (Rupees Five) each.

Your Companys equity shares are listed and traded on BSE Limited and National Stock Exchange of India Limited.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

Transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund

The Company has transferred 16,60,396.50 to Investor Education and Protection Fund in relation to unpaid and unclaimed dividend amount pertaining to financial year 2014-15.

Disclosure

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

RESIDUARY DISCLOSURES

i. During the financial year 2022-23, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2022-23, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable; iii. During the financial year 2022-23, the Company has not issued shares under Employees Stock Option Scheme.

iv. During the financial year 2022-23, no significant or material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

v. During the financial year 2022-23, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable;

vi. During the financial year 2022-23, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vii. During the financial year 2022-23, no Whole-Time Directors of the Company has received any commission from the Company nor have they received any remuneration or commission from the subsidiary of the Company.

viii. SEBI had issued a Notice regarding delay in disclosing the forensic audit. MIIL had filed settlement application in September, 2022. MIIL has submitted the revised settlement term in February, 2023 with the SEBI. SEBI vide its email dated June 23, 2023 instructed the Company to pay the settlement amount of Rs. 8,79,450/- in respect of delay in disclosing the Forensic audit. However, the Company had paid the aforesaid settlement amount to SEBI on June 30, 2023. SEBI vide its order dated July 31, 2023 settled the matter with Company in respect of aforesaid matter.

ix. SEBI had issued a Notice in respect of the Forensic Audit. MIIL & Ors. had filed settlement application in September, 2022. MIIL has submitted the revised settlement term in March, 2023 with the SEBI. The outcome of the same is awaited.

x. The Company had in the year 2020 called the Record Date as contemplated in the Scheme of arrangement (Demerger) between the Company and Man Infraprojects Limited (MIPL). However, MIPL disputed the record date called by the Company in the Honble Bombay High Court, and till date has not issued and allotted the aforesaid Shares to the Shareholders of the Company. The Company approached the Honble Bombay High Court with list of eligible shareholders as on the said record date called by the Company, requesting the Court to give suitable directions to Man Infraprojects Limited (MIPL) in relation to the issuance and allotment of free Equity Shares to the shareholders of the Company pursuant to the Scheme of Arrangement (Demerger) between the Company and MIPL. The matter is sub-judice in the Honble Bombay High Court.

xi. SEBI passed an order bearing reference No. BD/VS/2019-20/5246 dated October 30, 2019, imposing a penalty of INR 5,00,000. MIIL filed Appeal No. 95 of 2020 before the Honble Securities Appellate Tribunal (herein referred as "SAT") against the order which was dismissed on September 2, 2022. Being aggrieved, MIIL filed an appeal before the Honble Supreme Court in October 2022 and the matter is sub-judice and pending adjudication in the Honble Supreme Court.

xii. SEBI vide its order dated October 25, 2022 had imposed a penalty of Rs. 5 lacs, under Section 15A(b) of the SEBI Act, 1992 read with Section 23E of the Securities Contracts (Regulation) Act, 1956 SCRA alleging delay disclosure to the Stock Exchange and consequently violating certain clauses of the Listing Agreement. MIIL & Ors. had filed an appeal before Honble SAT against the aforesaid SEBI order. SAT vide its order dated January 19, 2023 quashed and set aside the impugned Order. SEBI has now filed an appeal before Honble Supreme Court and the same is sub-judice and pending adjudication.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts,teamwork,professionalism and continued contribution to the growth of the Company.

	For and on behalf of the Board
Place: Mumbai	R. C. Mansukhani
Date: August 7, 2023	Chairman