DIRECTORS' REPORT

DEAR SHAREHOLDERS,

a.Your Directors have pleasure in presenting Thirteenth Report on the operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.

b. OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS:

Despite the challenging environment of the global as well as the Indian economy, the Company demonstrated the resilience of its business model. the highlights of the Company's performance are as under:

The Company achieved a turnover (net of VAT) ofRs. 19,176.82 Lakhs (on consolidated basis Rs. 27,48 0.16 Lakhs) during the year as against previous year's turnover (net of VAT) of Rs. 26,712.81 Lakhs (on consolidated basis Rs. 39,728.13 Lakhs) and has earned a Profit after Tax (PAT) of Rs. 5,051.80 Lakhs (on consolidated basis Rs. 4,741.01 Lakhs) as against previous year's Profit of Rs. 2,854.86 Lakhs (on consolidated basis Rs. 2,890.35 Lakhs).

The Company has been gradually diversifying its business from construction segment to real estate segment. Various development/ re-development projects are also being executed by Company and its subsidiaries in Mumbai.

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

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

Additional information on subsidiaries/joint venture companies:

Manmantra Infracon LLP ('Manmantra'): On 1st April, 2014, the Company acquired stake and held 63% as a partner along with the then existing partners. On 2nd April, 2014, the Company acquired further 10% stake in Manmantra, leading to total stake of 73%. hereafter consequent upon admission of new partners on 29th April, 2014, the Company's stake was diluted to 60%. Manmantra is engaged in the business of real estate development.

Manaj Tollway Private Limited ('MTPL'): the core project of MTPL was execution of a 41 km four lane road to Hadapsar Saswad Belsar Phata Road project at S.H. 64, Taluka Purandar, District Pune on 'Design - Build - Finance - Operate - Transfer' (DBFOT) basis for 'Public Works Department' (PWD), Government of Maharashtra. In March 2015, MTPL has submitted a Termination Notice to PWD on account of its failure to acquire and handover the land for the said project and has claimed compensation in accordance with the terms and conditions of the Concession Agreement executed with PWD Maharashtra.

Atmosphere Realty Private Limited ('ARPL'): On 30th September 2014, pursuant to Share Purchase and Shareholders Agreement executed with Wadhwagroup Holdings Private Limited, the Company diluted its investment in ARPL from 35% to 17.5% and as a result, ARPL ceased to be an Associate and became Joint Venture Company. ARPL is into execution of real estate projects and has launched its mega Real estate project namely 'Atmosphere' in Mulund (W), Mumbai.

Man Aaradhya Infraconstruction LLP (Man Aaradhya): During the financial year under review, the Company transferred 1,000 Equity Shares (comprising of 2% voting rights) of Man Aaradhya on 5th June, 2014, resulting to reduction in its shareholding to 98% and accordingly Man Aaradhya ceased to be a wholly owned subsidiary of the Company. Man Aaradhya Infraconstruction Limited, was converted into a Limited Liability Partnership w.e.f. 26th September, 2014 vide certificate issued by the Registrar of Companies, Maharashtra, Mumbai. Man Aaradhya is engaged into the business of Real Estate.

d. DIVIDEND:

The Board in its Meeting held on 25th June, 2014 declared an interim dividend of Rs. 1.35 per equity share of face value of Rs. 10/- each, which was paid to the entitled shareholders on 14th July, 2014.

The Board of Directors has not recommended any Final Dividend for the financial year under review. Your Directors have declared an Interim Dividend of Rs. 0.54 per share (i.e. 27%) on the Equity Shares of Rs.2/- each for the financial year 2015-16 at its Meeting held on 27th May 2015. the dividend payout including dividend distribution tax will be Rs. 1,608.58 Lakhs.

The Company's dividend policy is based on the need to balance the twin objectives of appropriately rewarding the shareholders with dividend and conserving the resources to meet the Company's growth.

e. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

f. REVISION OF FINANCIAL STATEMENT:

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

g. SUB-DIVISION OF EQUITY SHARES AND AMENDMENT TO MEMORANDUM OF ASSOCIATION OF THE COMPANY:

On account of sub-division of the Equity Shares of the Company, that was approved by the shareholders vide Postal Ballot; the results of which were declared on 12th August, 2014, each fully paid up Equity Share of the face value of Rs. 10/- each has been sub-divided into 5 (Five) fully paid up Equity Shares of the face value of Rs. 2/- each w.e.f. 2nd September, 2014 and that the said Equity Shares of the face value of Rs. 2/- rank pari-passu in all respects with and carry the same rights as the Equity Shares of Rs. 10/- each of the Company.

h. TRANSFER TO RESERVES:

The Board hasn't recommended any amount to be transferred to the reserves for the financial year under review.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE

COMPANIES ACT, 2013:

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

j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

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

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.10,2.11 and 2.21 to the standalone financial statement).

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

During FY 2014-15, Mr. Manan P. Shah and Mr. Dinesh Lal were appointed as the Whole-time Director and Independent Director respectively w.e.f. 29th May, 2014 and Mrs. Shruti Udeshi was appointed as a non-executive non-independent Director of the Company w.e.f. 13th August 2014.

Mr. Namit Arora, nominee of Standard Chartered Private Equity (Mauritius) II Limited and Standard Chartered Private Equity (Mauritius) III Limited (hereinafter collectively referred to as "SCPE") resigned as Director w.e.f. 27th November, 2014 on account of sale of its entire shareholding in the Company by SCPE. Mr. Dinesh Lal resigned from the Company's Board w.e.f. 13th April, 2015 on account of personal commitments and involvement in his own business. the Board of Directors places on record its deep sense of appreciation for the invaluable contributions made by Mr. Namit Arora and Mr. Dinesh Lal during their respective tenure as Directors on Company's Board.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Suketu R. Shah will retire by rotation at the ensuing Annual General Meeting of the Company. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. Mr. Suketu R. Shah, being eligible, has offered himself for re-appointment. the Board recommends his reappointment.

b. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received and taken on record the declaration received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis­a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

Five meetings of Board of Directors were convened during the financial year under review i.e. on 29th May 2014, 25th June, 2014, 13th August 2014, 12th November 2014, and 4th February 2015.

b. 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 31st March, 2015, 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 relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of Mr. Dharmesh Shah as Chairman and Mr. Sivaramakrishnan Iyer and Mr. Rajiv Maliwal as Committee Members, with scope and powers as mandated by the Act. Mr. Dinesh Lal, erstwhile Member of Committee, resigned as Director w.e.f. 13th April, 2015 and consequently ceased to be a Member of the Nomination and Remuneration Committee. the Nomination and Remuneration Committee met four times during the year under review.

The Board, on recommendation of the Nomination and Remuneration Committee, has approved a policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Act. the Nomination and Remuneration Policy of the Company is attached herewith as Annexure II.

d. AUDIT COMMITTEE:

The Audit Committee constituted by the Board of Directors of the Company, in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Clause 49(III)(A) of the Listing Agreement comprises of:

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted Stakeholder's Relationship Committee, comprising of Mr. Berjis Desai as its Chairman and Mr. Parag Shah and Mr. Suketu Shah as the Committee Members respectively. the Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

f. VIGIL MECHANISM POLICY:

the Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and/or reports, etc.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. the Whistle Blower Policy is hosted on the Company's website at: <http://www.maninfra.com/contracting/pdf/vigil->mechanism-whistle-blower-policy.pdf

g. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A Risk Management committee has been constituted by the Directors of the Company to analyse and deal with various risks posing potential threats to the Company's operations. the Board has also adopted a Risk Management Policy. All business divisions and corporate functions have embraced Risk Management Policy and make of it in their decision making. Key business risks and their mitigation are considered in day-to-day working of the Company. the risk management process over the period of time will become embedded into the Company's business system and process, such that the responses to risk remain current and dynamic.

h. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Berjis Desai as the Chairman and Mr. Parag Shah and Mr. Dharmesh Shah as other members. the said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. the details in regards to CSR activities have been prescribed in Annexure III.

The CSR policy of the Company is available on the Company's web-site and can be accessed in the link provided herein below: <http://www.maninfra.com/contracting/pdf/csr-policy> pdf

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. the Independent Directors at their meeting considered and evaluated the Board's performance, performance of the Chairman and other non-independent Directors. the Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director.

j. DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: <http://www.maninfra.com/contracting/pdf/>familiarization-programme-for-independent-directors. pdf

k. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

l. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review along with other disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as Annexure IV.

m. CODE OF CONDUCT:

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

4. AUDITORS AND REPORTS:

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

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2015:

the observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory, and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part of this report. "e said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. RATIFICATION OF APPOINTMENT OF STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. G. M. Kapadia & Co., Chartered Accountants, Mumbai having Firm Registration Number 104767W, had been appointed for a term of three years up to conclusion of the Annual General Meeting of the Company to be held in year 2017. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. "e Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 27th May, 2015, appointed M/s Joshi Apte & Associates (Firm Registration Number 240) as the Cost Auditors of the Companyforthe financial year 2015-16.

e. INTERNAL AUDIT AND CONTROL:

M/s Aneja Associates, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. "e 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.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VI which forms part of this Report.

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

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

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. ACKNOWLEDGEMENT:

Your Board wishes to thank all the shareholders for the confidence and trust they have reposed in the Company. Your Board similarly expresses gratitude for the co-operation extended by the banks, financial institutions, government authorities and other stakeholders. Your Board acknowledges with appreciation, the invaluable support provided by the Company's auditors, business partners and investors.

Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

For and on behalf of the Board of Directors of

Man Infraconstruction Limited

Parag Shah Managing Director

DIN:00063058

Suketu Shah Whole-time Director

DIN: 00063124

Place: Mumbai

Date: 27.05.2015