Man Infraconstruction Ltd Directors Report

DEAR MEMBERS,

The Directors present the 22^nd Annual Report (‘Report?) of Man Infraconstruction Limited (the ‘Company?) along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

COMPANY PERFORMANCE

1. NATURE OF BUSINESS

The CompanyRss 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 and joint ventures. There was no change in nature of business of the Company, during the year under review.

2. FINANCIAL STATEMENTS

The Company?s performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

(In INR Lakhs)

	Standalone		Consolidated
Particulars
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	70,833.01	79,779.03	1,26,345.49	1,89,034.83
Other Income	9,646.76	8,317.73	9,676.57	4,792.03
Total Income	80,479.77	88,096.76	1,36,022.06	1,93,826.86
Expenses
Cost of materials consumed/sold	32,659.18	44,687.24	44,806.49	67,879.41
Changes in inventories	-	-	(20,015.81)	6,775.71
Employee benefits expense	3,769.45	3,238.53	7,892.04	7,118.40
Finance costs	499.17	460.26	3,512.23	5,843.62
Depreciation, amortization expense and Impairment	697.07	673.18	995.22	1,123.60
Sub-Contract/Labour Charges	12,253.73	13,532.38	29,985.03	30,596.68
Cost of Land/ Development Rights/ Premium	-	-	11,647.85	10,518.55
Other Expenses	6,170.75	4,630.06	19,392.85	24,753.40
Total Expenses	56,049.35	67,221.65	98,215.90	1,54,609.37
Profit before exceptional Items, share of profit/(loss) of associates/joint venture and Tax	24,430.42	20,875.11	37,806.16	39,217.49
Share of Profit/(loss) of investments accounted for using equity method	-	-	1,915.34	483.59
Profit before exceptional items and tax	24,430.42	20,875.11	39,721.50	39,701.08
Exceptional Items	-	-	-	-
Profit before tax	24,430.42	20,875.11	39,721.50	39,701.08
Tax expense:
Current Tax (Including current tax of earlier year)	4,817.60	4,267.97	6,777.27	8,531.88
Deferred Tax	67.08	8.28	2,610.09	2,273.65
Profit for the period	19,545.74	16,598.86	30,334.14	28,895.55
Non-Controlling Interest	-	-	294.73	3,038.34
Profit after Tax and Non-Controlling Interest	19,545.74	16,598.86	30,039.41	25,857.21
Other Comprehensive Income (net of tax)
Items that will not be reclassified subsequently to profit or loss	14.56	(48.24)	222.73	448.87
Attributable to Owners of the Parent	-	-	214.34	452.50
Attributable to Non-Controlling Interest	-	-	8.39	(3.63)
Total Comprehensive Income (after tax)	19,560.30	16,550.62	30,253.75	26,309.71
Attributable to Non-Controlling Interest		-	303.12	3,034.71
Paid-up Equity Share Capital (Face Value of Share Rs 2 each)	7,425.01	7,425.01	7,425.01	7,425.01
Other Equity	1,32,552.31	1,06,185.87	1,38,919.17	1,01,513.23
Earnings Per Share (EPS) (Face Value of Rs 2 each)
a)_____Basic (in Rs)	5.26	4.46	8.09	6.96
b)____ Diluted (in Rs)	5.24	4.46	8.06	6.96

3. FINANCIAL PERFORMANCE Consolidated Financials

During the year under review, your Company?s consolidated revenue for FY 2023-24 was Rs 1,26,345.49 lakhs, lower by 33.16% over the previous year?s revenue of Rs 1,89,034.83 Lakhs. The Profit after tax (PAT) for FY 2023-24 was Rs 30,039.41 lakhs, higher by 16.17% over the previous year?s PAT of Rs 25,857.21 Lakhs.

Standalone Financials

During the year under review, your Company?s Standalone revenue for FY 2023-24 was Rs 70,833.01 lakhs, lower by 11.21% over the previous year?s revenue of Rs 79,779.03 Lakhs. The Profit after tax (PAT) for FY 2023-24 was Rs 19,545.74 lakhs, higher by 17.75% over the previous year?s PAT of Rs 16,598.86 Lakhs.

4. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2024, the Company had 14 subsidiaries, 6 associates and 1 joint Venture.

The report on performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 (‘Act?) for the year ended March 31, 2024 as provided in Annexure A - Form AOC-1 is attached to the financial statements of the Company.

The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Company?s website and can be accessed at https://www.maninfra.com/wp-content/uploads/2022/10/policy-for-determining-material-subsidiaries.pdf Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.maninfra.com/subsidiaries-annual-report/#ir.

Sr. No	Name of the Company	Subsidiary / Associate / Joint Venture	% of Shares Held	Nature of Business
1.	Man Projects Limited (MPL)(A)	Subsidiary	100%	MPL is a wholly owned subsidiary and engaged into the business of providing Civil Construction Services.
2.	Manaj Tollway Private Limited (MTPL) (A)	Subsidiary	100%	MTPL is a wholly owned subsidiary and engaged into the business of Real Estate.
3.	MICL Realtors Private Limited (MICL Realtors)	Subsidiary	100%	MICL Realtors is wholly owned subsidiary and engaged into the business of Real Estate.
4.	Manaj Infraconstruction Limited (MAIL)	Subsidiary	64%	MAIL is engaged into the business of providing Civil Construction Services and has undertaken the Project for construction of residential premises at Charholi within the jurisdiction of Pimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan Mantri Awas Yojna (PMAY) Housing scheme, which is nearing to its completion.
5.	Man Realtors and Holdings Private Limited (MRHPL)(B)	Subsidiary	63.93%	MRHPL is engaged in business of real estate. The construction of its real estate project namely "Aaradhya One Earth" at Ghatkopar Avenue, Naidu Colony, Ghatkopar (East), Mumbai is being completed and the Company has received full Occupation Certificate in respect thereof.
6.	Royal Netra Constructions Private Limited (RNCPL)(C)	Associate	33.32%	RNCPL is engaged in the business of real estate development with specific concentration on redevelopment under the SRA Project at Goregaon (W); which is at initial stage.
7.	Atmosphere Realty Private Limited (ARPL)(D)	Associate	30%	ARPL is engaged in the business of Real Estate. ARPL has successfully completed development and has obtained occupation certificate in respect of Phase I comprising of Wings A, B and C and part of Phase II comprising of Wings D and E of its mega real estate Project "Atmosphere" at Nahur West, Mumbai. The development of commercial building namely "The Gateway" is complete and occupation certificate in respect thereof is expected shortly. Currently the Company is e_ciently executing part of phase II of Project comprising of residential Wings F and G under the name "Atmosphere O2". The construction of Phase II of the Project is in full swing and has received very good response.

 

8.	MICL Global INC. (MICL Global) Subsidiary	100%	MICL Global was incorporated as a wholly owned subsidiary in the State of Delaware, USA to undertake development/construction activity.
9.	MICL Developers LLP (MICL Subsidiary Developers)	99.99%	MICL Developers is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Eastwind" at Vikhroli, Mumbai is being completed and MICL Developers has received Occupation Certificate in respect thereof.
10.	MICL Estates LLP (MICL Estates) Subsidiary	99.99%	MICL Estates is engaged into the business of Real Estate
11.	Man Vastucon LLP (Man Vastucon) Subsidiary	99.99%	Man Vastucon is engaged in the business of Real Estate. The majority construction work of Phase I of its mega real estate project namely ‘?Aaradhya HighPark?? at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is being completed and Man Vastucon has received Occupation Certificate in respect thereof. Man Vastucon has launched Phase II in the name of "Aaradhya Parkwood" and has received a very good response to the Project. Man Vastucon has acquired Joint Development rights in respect of a Luxurious Residential Project at Tardeo, Mumbai. This landmark Project will be high-rise residential building.
12.	Man Aaradhya Infraconstruction Subsidiary LLP (Man Aaradhya)	98%	Man Aaradhya is engaged into the business of Real Estate. The Company has completed the construction of new building namely "Aaradhya Residency" in Ghatkopar West, Mumbai.
13.	Starcrete LLP Subsidiary	75%	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.
14.	Man Infra Contracts LLP Subsidiary	70%	Man Infra Contracts is engaged into the business of Real Estate and is nearing completion of the construction of its real estate project namely "Aaradhya Evoq" at Juhu, Mumbai
15.	MICL Creators LLP (MICL Creators) Subsidiary (E)	60%	MICL Creators is engaged into the business of Real Estate. MICL Creators launches ‘Aaradhya OnePark Unveiling Uber-Luxurious Residences in Ghatkopar East, Mumbai.
16.	MICL Builders LLP Subsidiary	52.10%	MICL Builders is engaged into the business of Real Estate.
17.	Man Chandak Realty LLP Joint Venture	50%	Man Chandak Realty is engaged in Real Estate business. Man Chandak Realty has undertaken joint development of Phase I being "Insignia Project" at Vile Parle (West), Mumbai. The construction of Phase I (Insignia) is being completed and Occupation Certificate in respect thereof has been received. Man Chandak Realty along with the developer shall initiate further phases in due course.
18.	MICL Realty LLP Associate	46%	MICL Realty is engaged into the business of Real Estate and has completed a residential project namely "Aaradhya Nine" at Ghatkopar East, Mumbai.
19.	MICL Properties LLP(F) Associate	34%	MICL Properties is engaged into the business of Real Estate.
20.	Arhan Homes LLP (Formerly Associate known as MICL Homes LLP) (G)	31%	Arhan Homes is engaged into the business of Real Estate.
21.	Atmosphere Homes LLP(H) Associate	31%	Atmosphere Homes is engaged in business of real estate and other related activities

(A) The Companies as on March 22, 2024 have approved the Scheme of Arrangement of Merger by Absorption of MTPL & MPL, wholly owned subsidiaries with Man Infraconstruction Limited and their respective shareholders.

(B) During the Year, the Company has increased its equity ownership by acquiring an additional 1.14% stake in MRHPL. (C) RNCPL has allotted Five Lakh Equity Shares of Rs 100 each to the Company as provided in the scheme of Amalgamation of Platinumcorp Affordable Builders Private Limited ("PABPL") with RNCPL. Acquisition of 6,240 equity shares of RNCPL from the existing shareholders of RNCPL (representing 0.41% of the paid up equity share capital of RNCPL post the amalgamation becoming effective). The Company holds 33.32% of the paid up equity share capital of RNCPL.

(D) During the Year, the Company has increased its equity ownership by acquiring an additional 12.50% stake in ARPL. (E) The Company has reduced its stake from 99.99% to 60% in MICL Creators LLP on account of disposal of its partial partnership interest in the said LLP.

(F) The Company has reduced its stake from 99.99% to 34% in MICL Properties LLP on account of disposal of its partial partnership interest in the said LLP.

(G) The Company has reduced its stake from 99.99% to 31% in Arhan Homes LLP (Formerly known as MICL Homes LLP) on account of disposal of its partial partnership interest in the said LLP.

(H) The Company has incorporated Atmosphere Homes LLP on February 06, 2024.

During the year under review, Manmantra Infracon LLP ceased to be a subsidiary of the Company effective from April 28, 2023, on account of disposal of its entire partnership interest in the said LLP.

5. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the statement of profit and loss.

6. DIVIDEND

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, the Directors have declared the following Interim Dividend during the year. The said dividend will be confirmed by the Members as Final Dividend in the ensuing Annual General Meeting. The Board of Directors has approved the Dividend Distribution Policy, as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations/ SEBI LODR Regulations, 2015"). The Dividend Distribution Policy lists the key factors that may affect the decision to pay out earnings in the form of dividends. The policy on Dividend Distribution is posted on its website at https://www.maninfra.com/wp-content/uploads/2022/10/dividend-distribution-policy.pdf The details of Interim Dividend paid during the year are as under:

Sr. No	Details of Dividend	Rate of Dividend	% of Dividend	Date of Payment to Members	Dividend Payout (In Lakhs)
1.	First Interim 2023-24	0.36	18%	June 01, 2023	1,336.50
2.	Second Interim 2023-24	0.36	18%	August 23, 2023	1,336.50
3.	Third Interim 2023-24	0.36	18%	December 04, 2023	1,336.50
4.	Fourth Interim 2023-24	0.54	27%	February 27, 2024	2,004.76

7. REVISION OF FINANCIAL STATEMENT

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

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company?s internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine_ciency or inadequacy of such controls.

9. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company?s business, 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. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

Original Object	Modified Object, if Any	Original Allocation (Amount in Crores)	Modified allocation, if any	Funds Utilized (Amount in Crores)	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
Deployment towards working capital requirements of existing and new projects	Not Applicable	125.000	Not Applicable	11.000	Not Applicable	No Deviation
General Corporate Purposes	HT?>Not Applicable	130.215	Not Applicable	8.938	Not Applicable	No Deviation

13. CORPORATE RESTRUCTURING

During the year under review, the Board of Directors of your Company at its meeting held on March 22, 2024 approved the Scheme of Arrangement and Merger by Absorption of Manaj Tollway Private Limited ("MTPL" or "Transferor Company

1") and Man Projects Limited ("MPL" or Transferor Company 2") (together referred to as "Transferor Companies"), wholly owned subsidiaries of the Company, with the Company and their respective shareholders ("Scheme") under section 230 to 232 and other applicable provisions of the Companies Act, 2013 and subject to requisite approvals and sanctions, including sanction of the Hon?ble National Company Law Tribunal, Mumbai Bench.

The Appointed Date for the scheme is April 1, 2024.

The entire share capital of the Transferor Companies is held by the Company (directly and jointly with the nominee shareholders). Upon the Scheme becoming effective, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Transferor Companies (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in the Transferor Companies shall stand cancelled on the Effective Date without any further act/instrument or deed.

The said scheme is filed with Hon?ble National Company Law Tribunal, Mumbai Bench, on March 27, 2024.

14. DEPOSITS FROM THE PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

15. DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There are no other subsequent events between the end of the financial year and the date of this report which have a material impact on the financials of the Company.

16. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

17. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

18. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review there were no instances of grant, vest, exercise, or lapse/cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.

19. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

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

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. BOARD OF DIRECTORS

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

Appointment / Re-appointment a) On recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on July 25, 2023, appointed Dr. Kshitija Wadatkar as an Additional Director (Non-Executive, Independent) of the Company; and later her appointment was approved for a period of 5 years upto July 24, 2028 by the members vide postal ballot, results of which were declared on October 18, 2023. b) On recommendation of Nomination & Remuneration committee, the Board of Directors at their meeting held on February 05, 2024, re-appointed Mrs. Kavita Upadhyay as an Independent Non-Executive Director of the Company for second consecutive term of 5 years with effect from February 13, 2024; later her appointment was approved for a period of 5 years upto February 12, 2029 by the members vide postal ballot, results of which were declared on March 11, 2024.

Resignation / Retirement a) Mr. Kamlesh Vikamsey, Independent Director of the Company resigned with effect from August 10, 2023 due to his personal reasons as stated in his resignation letter. Mr. Kamlesh Vikamsey resigned before the expiry of his tenure as an Independent Director, and the Company has received confirmation from Mr. Kamlesh Vikamsey that there are no material reasons of his resignation. b) Mr. Dharmesh Shah, Independent Director of the Company retired as Independent Director, on account of completion of his second tenure as an Independent Director with effect from March 31, 2024.

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashok Mehta (DIN: 03099844) and Mr. Berjis Desai (DIN: 00153675), retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Declarations by Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations?), the Independent Directors have submitted declarations that each of them fulfills the criteria of independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. None of the Company?s directors are disqualified from being appointed as a Director as specified in Section 164 of the Act. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees for the purpose of attending meetings of the Board and its committees.

2. KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Manan P. Shah - Managing Director; Mr. Ashok Mehta – Chief Financial Officer; Mr. Durgesh Dingankar – Company Secretary and Compliance Officer.

3. DIRECTOR?S 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 March 31, 2024, 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) They have selected such accounting policies and applied 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 as at March 31, 2024 and of the profit of the Company for that year; c) They have taken proper and sufficient care for 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) They have prepared the annual accounts of the Company on a going concern basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

1. BOARD MEETINGS

The Board of Directors met 6 (Six) times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Brief details of the said meetings are provided in the Corporate Governance Report, which is a part of this Annual Report. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, on May 09, 2023, the Independent Directors held a separate meeting 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.

2. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The details, including the composition of the Audit Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report. The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for in the Board?s Report.

3. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. The details, including the composition of the Nomination and Remuneration Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

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 details, including the composition of the Stakeholder Relationship Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is in conformity with the provisions of Section 135 of the Companies Act, 2013. The details, including the composition of the Corporate Social Responsibility (CSR) Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

The details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure I attached herewith and which forms part of this report.

6. RISK MANAGEMENT COMMITTEE

The Risk Management Committee is in conformity pursuant to Regulation 21 of the SEBI Listing Regulations. The details, including the composition of the Risk Management Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

7. INTERNAL COMPLAINTS COMMITTEE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC??) as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. Neither were any complaints filed during FY 2023-24 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

8. OTHER BOARD COMMITTEES

The details of other Board Committees, are provided in the Corporate Governance Report, which is a part of this Annual Report.

9. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board has been carried out.

10. RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders? value and providing an optimum risk-reward tradeo_. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

11. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https://www.maninfra.com/wp-content/uploads/2022/10/vigil-mechanism-whistle-blower-policy.pdf.

12. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit which is available on the website of the Company at https://www.maninfra.com/annual-reports/#ir is available for inspection by the Members up to the date of the ensuing Annual General Meeting.

13. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES None of the Managing Director, and the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary company of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITOR AND STATUTORY AUDITOR?S REPORT

At the 20^th AGM held on September 07, 2022, the Members approved appointment of M/s. G.M. Kapadia & Co., Chartered Accountants, Mumbai (Firm Registration No. 104767W) as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of 20^th AGM till the conclusion of the 25^th AGM to be held in the year 2027. The Statutory Auditor?s Report for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

2. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and pursuant to Regulation 24A of Listing Regulations, the Company appointed a Practicing Company Secretary M/s. Rathi and Associates, Company Secretaries, to undertake the Company?s Secretarial Audit.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2024 is attached to this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

3. COST AUDITORS

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 09, 2023, appointed M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448) as the Cost Auditors for the financial year 2023-24 for maintaining such cost accounts and records. Further the Board at its meeting held on May 14, 2024, on the recommendation of the Audit Committee, has appointed M/s. Shekhar Joshi & Company, Cost Accountants (Firm Registration Number 100448) as the Cost Auditor of the Company for FY 2024-25 under Section 148 and all other applicable provisions of the Act. The auditor has confirmed that he is free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. He has further confirmed his independent status and an arm?s length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members? ratification for the remuneration payable to M/s. Shekhar Joshi & Company, Cost Accountants is included in the Notice convening the AGM.

4. 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 2023-24, 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 2024-25, the Board, based on the recommendation of the Audit Committee, approved the appointment of M/s. Aneja Associates, Chartered Accountants, (Firm Registration Number 100404W), as the Internal Auditors of the Company.

OTHER DISCLOSURES

1. ANNUAL RETURN

As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2023-24 is available on https://www.maninfra.com/annual-reports/#ir.

2. 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 and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as under:

Particulars	1st April, 2023 to 31st March, 2024	1st April, 2022 to 31st March, 2023
	Amount in Lakhs	Amount in Lakhs
Actual Foreign Exchange earnings	NIL	NIL
Actual Foreign Exchange outgo	8,343.02	11,819.52

3. 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 reafirmed the credit rating as "CARE A Positive (Single A; Outlook: Positive)" for Long Term Bank Facilities and "CARE A; Positive/CARE A1+ (Single A; Outlook: Positive/A One)" for Long Term/Short Term Bank Facilities of the Company.

4. UNCLAIMED AND UNPAID DIVIDENDS, AND TRANSFER OF SHARES TO IEPF

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2023-24, the Company has transferred to IEPF the unclaimed and unpaid Second Interim dividend pertaining to FY 2015-16 of Rs2,30,285.88. Further, during FY 2023-24, 3,572 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.

5. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company?s operations in future.

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

6. CORPORATE GOVERNANCE

The report on Corporate Governance and also the Certificate of the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Management Discussion and Analysis Report forms an integral part of this Integrated Annual Report.

8. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2024 has been separately furnished in the Annual Report and forms a part of the Annual Report

9. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

10. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

11. ACKNOWLEDGEMENT

The Directors thank the Company?s employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. The Directors appreciate and value the contributions made by all our employees and their families for making the Company what it is.

The Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	For and on behalf of the Board of Directors
	of Man Infraconstruction Limited
Place: Mumbai	Manan P. Shah	Ashok Mehta
Date: May 14, 2024	Managing Director	Whole-time Director and CFO
	DIN: 06500239	DIN: 03099844
Registered office:
CIN: L70200MH2002PLC136849
12th Floor, Krushal Commercial Complex,
G. M. Road, Chembur (West), Mumbai – 400 089
Web-site: www.maninfra.com
E-mail: investors@maninfra.com
Tel: 022 4246 3999