DEAR MEMBERS,
The Directors present the 22nd 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 20th 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 20th AGM till the conclusion of the 25th
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.
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For and on behalf of the
Board of Directors |
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of Man Infraconstruction Limited |
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Place: Mumbai |
Manan P. Shah |
Ashok Mehta |
Date: May 14, 2024 |
Managing Director |
Whole-time Director and CFO |
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DIN: 06500239 |
DIN: 03099844 |
Registered office: |
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CIN: L70200MH2002PLC136849 |
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12th Floor, Krushal Commercial
Complex, |
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G. M. Road, Chembur (West), Mumbai 400
089 |
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Web-site: www.maninfra.com |
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E-mail: investors@maninfra.com |
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Tel: 022 4246 3999 |
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