1.18 Provisions, Contingent liabilities and Contingent Assets
Provisions are recognized when the Company has a
present obligation (legal or constructive) as a result of
a past event; it is probable that the Company will be
required to settle the present obligation and a reliable
estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate
of the consideration required to settle the present
obligation at the end of the reporting period, taking
into account the risk and uncertainties surrounding the
obligation. When a provision is measured using the cash
flows estimated to settle the present obligation and
when the effect of the time value of money is material,
its carrying amount is the present value of those cash
flows.
Contingent liabilities are stated separately by way
of a note. Contingent Liabilities are disclosed when
the Company has a possible obligation or a present
obligation and it is not probable that a cash outflow will
be required to settle the obligation. Contingent Assets
are neither recognised nor disclosed.
1.19 Cash and cash equivalents
For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities in the balance sheet.
1.20 Leases
As a lessee
The Company's lease arrangements are short term
in nature. Accordingly, the Company has elected to
recognize the lease payments under short leases as an
operating expense on a straight-line basis over the lease
term.
As a lessor
A lease is classified as an operating lease if it does not
transfer substantially all the risks and rewards incidental
to ownership of an underlying asset. Lease income from
operating leases where the Company is a lessor are
recognized on either a straight-line basis or another
systematic basis. The Company shall apply another
systematic basis if that basis is more representative
of the pattern in which benefit from the use of the
underlying asset is diminished. The Company present
underlying assets subject to operating leases in its
balance sheet according to the nature of the underlying
asset.
1.21 Financial guarantee contracts
The Company on a case to case basis elects to
account for financial guarantee contracts as a financial
instrument or as an insurance contract, as specified in
Ind AS 109 on Financial Instruments and Ind AS 104 on
Insurance Contracts. The Company has regarded all its
financial guarantee contracts as insurance contracts. At
the end of each reporting period the Company performs
a liability adequacy test, (i.e. it assesses the likelihood
of a pay-out based on current undiscounted estimates
of future cash flows), and the deficiency is recognized in
profit or loss.
1.22 Foreign currencies
Transactions and balances:
The functional currency of the Company is the Indian
rupee. These financial statements are presented in
Indian rupees.
Transactions denominated in foreign currency
are recorded at the exchange rate on the date of
transaction where the settlement of such transactions
are taking place at a later date. The exchange gain/loss
on settlement / negotiation during the year is recognised
in the statement of profit and loss. In case of advance
payment for purchase of assets/goods/services and
advance receipt against sales of products/services, all
such purchase/sales transaction are recorded at the
rate at which such advances are paid/received.
Foreign currency monetary transactions remaining
unsettled at the end of the year are converted at year-
end rates. The resultant gain or loss is accounted for in
the statement of profit and loss.
Non monetary items that are measured at historical cost
denominated in foreign currency are translated using
exchange rate at the date of transaction.
1.23 Goodwill
Goodwill on acquisition
Goodwill on acquisition represents excess of
consideration paid for acquisition of business over the
fair value of net assets. Goodwill is not amortised but is
tested for impairment at each reporting date.
Impairment of Goodwill
The Company estimates the value-in-use of the cash
generating units (CGUs) based on the future cash flows
after considering current economic conditions and
trends, estimated future operating results and growth
rate and anticipated future economic and regulatory
conditions. The estimated cash flows are developed
using internal forecasts. The discount rates used for the
CGUs represent the weighted average cost of capital
and estimated operating margins.
1.24 Business Combinations
Business combinations are accounted for using the
acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred,
measured at acquisition date fair value and the amount
of any non-controlling interest in the acquiree. For each
business combination, the Company elects whether it
measures the non-controlling interest in the acquiree
either at fair value or at the proportionate share of
the acquiree's identifiable net assets. Acquisition costs
which are administrative in nature are expensed out.
After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the purpos
of impairment testing, goodwill acquired in a business
combination is, from the acquisition date, allocated to
each of the Company's cash-generating units that are
expected to benefit from the combination, irrespective
of whether other assets or liabilities of the acquiree are
assigned to those units. Where goodwill forms part of
a cash-generating unit and part of the operation within
that unit is disposed of, the goodwill associated with
the operation disposed off is included in the carrying
amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed off
in this circumstance is measured based on the relative
values of the operation disposed off and the portion of
the cash-generating unit retained.
Common control business combinations include
transactions, such as transfer of subsidiaries or
businesses, between entities within a Group.
Business combinations involving entities or businesses
under common control are accounted for using the
pooling of interests method. Under pooling of interest
method, the assets and liabilities of the combining
entities are reflected at their carrying amounts, the only
adjustments that are made are to harmonise accounting
policies.
The financial information in the financial statements in
respect of prior periods are restated as if the business
combination had occurred from the beginning of the
preceding period in the financial statements, irrespective
of the actual date of the combination. However, if
business combination had occurred after that date, the
prior period information is restated only from that date.
The difference, if any, between the amount recorded as
share capital issued plus any additional consideration
in the form of cash or other assets and the amount of
share capital of the transferor is transferred to capital
reserve and presented separately from other capital
reserves with disclosure of its nature and purpose in the
notes
1.25 Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as
issued from time to time. As at 31 March 2025, MCA has
not notified any new standards or amendments to the
existing standards which are applicable to the company.
* The investment in Man Realtors and Holdings Private Limited shown above includes equity component recognised from
interest free loan given to the said subsidiary.
** The equity investment in Royal Netra Constructions Private Limited (RNCPL) shown above includes equity component
recognised on fair valuation of the preference shares investments in RNCPL.
In pursuant to the Composite Scheme of Amalgamation & Arrangement, One fully paid up equity share of the face value
' 100/- each of the Royal Netra Constructions Private Limited has been issued to the shareholders of the Platinumcorp
Affordable Builders Private Limited for every Ten fully paid up equity share of the face value ' 10/- each in FY-2023-24.
*** The investment in Man Vastucon LLP shown above includes equity component recognised from interest free loan given to
the said subsidiary.
b. Rights, preference and restrictions attached to shares:
Equity Shares
The Company has only one class of equity shares having a par value of ' 2/- per share. Each holder of equity shares
is entitled to one vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the
approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the company, after distribution of all preferential amounts in proportion to the number of equity shares held by
the shareholders.
Bonus Shares
The Company had allotted 12,37,50,135 fully paid equity shares of face value ' 2/- each on November 22, 2021
pursuant to a bonus issue approved by the shareholders through a postal ballot. The Bonus Equity Shares of '
2/- each were allotted in the ratio of 1 (One) new fully paid- up Bonus Equity Share of ' 2/- each for every 2 (Two)
existing fully paid-up Equity Shares of ' 2/- each held by the eligible Members; whose name appeared in the Register
of Members/ List of Beneficial Owners as on November 19, 2021, being the Record Date fixed for this purpose. The
bonus shares were issued from the Securities premium reserve.
Preferential Issue
On January 23, 2024, the Company has allotted 3,50,46,100 Equity Warrants each convertible into one fully paid
equity share at an issue price of ' 155/- each (including premium of ' 153/-), upon receipt of 25% of the issue price
as warrant subscription money. Balance 75% of the issue price shall be payable within 18 months from the allotment
date of warrants, at the time of exercising the option to apply for fully paid-up equity share of ' 2/- each of the
Company, against each warrant held by the warrant holders. As on March 31, 2025, the Company, upon receipt of
balance 75% of the issue price (i.e. ' 116.25 per warrant) for 40,39,160 warrants, has allotted equal number of fully
paid-up equity shares against conversion of said warrants exercised by the warrant holders.
Capital Reserve
During amalgamation, the excess of net assets taken, over the cost of consideration paid is treated as capital reserve.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. Utilisation of the reserve will be in accordance
with the provisions of the Companies Act, 2013. During the financial year ended on March 31, 2022 Securities premium
reserves had been utilised to issue fully paid up bonus shares. The Transaction costs incurred towards issue of preferential
allotment of warrants covertible into Equity shares during the financial year ended on March 31, 2025 are reduced from
securities premium
Capital Redemption Reserve
Capital Redemption Reserve created of Nominal value of Preference Share Capital on account of redemption of Preference
Shares.
General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under
the Companies Act, 2013.
Pursuant to amalgamation of the Company with Manaj Tollway Private Limited ("MTPL") and Man Projects Limited ("MPL"),
the Earnings Per Share is calculated considering the restated figures after giving effect to amalgamation.
4.02 Financial Instruments : Fair value measurements, Financial risk management and Capital management
(i) Methods and assumptions used to estimate the fair values
The fair values of the financial assets and liabilities are included at the amount at which the instruments can be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
a) The carrying amounts of receivables and payables which are short term in nature such as trade receivables,
other receivables, other bank balances, deposits, loans, accrued interest, trade payables, receivables /
payables for property, plant and equipment, demand loans from banks and cash and cash equivalents are
considered to be the same as their fair values.
b) The fair values of non-current assets and liabilities are measured at amortised cost and are classified as level
3 fair values in the fair value hierarchy due to the use of unobservable inputs.
(iv) Financial Risk Management
Risks are events, situations or circumstances which may lead to negative consequences on the Company's business¬
es. Risk management is a structured approach to manage uncertainty. The Board has adopted a Risk Management
Policy. All business divisions and corporate functions have embraced Risk Management Policy and make use of it in
their decision making. Risk management is an integral part of the business practices of the Company.
The Company's activities expose it to credit risk, liquidity risk, market risk and foreign currency risk. These key busi¬
ness risks and their mitigation are considered in day-to-day working of the Company.
a. Credit risk
Credit risk arises from the possibility that the counterparty will cause financial loss to the company by failing to
discharge its obligation as agreed. To manage this, the Company periodically assesses the financial reliability
of customers, taking into account the financial condition, current economic trends, and analysis of historical
bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.
Credit risk arises primarily from financial assets such as trade receivables, investments in mutual funds and
other balances with banks. Credit risk arising from investments in mutual funds and other balances with banks
is limited as the counterparties are banks and financial institutions with high credit ratings.
The Company has specific policies for managing customer credit risk; these policies factor in the
customers' financial position, past experience and other customer specific factors. The Company
uses the allowance matrix to measure the expected credit loss of trade receivables from customers.
Trade receivables consists of large number of customers spread across diverse industries and geographical
areas with no significant concentration of credit risk. The outstanding trade receivables are regularly monitored
and appropriate action is taken for collection of overdue receivables.
b. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with
financial liabilities that are settled by delivering cash or another financial asset. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company's principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow
that is generated from operations. The Company has consistently generated sufficient cash flows from its
operations and believes that these cash flows along with its current cash and cash equivalents and funding
arrangements are sufficient to meet its financial obligations as and when they fall due. Accordingly, liquidity
risk is perceived to be low.
c. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. The Company has insignificant exposure to market risks as it has no debt as at the
end of the reporting period.
d. Foreign currency risk
Foreign currency risk arises from future commercial transactions, recognized assets and liabilities denominated
in a currency that is not the Company's functional currency. The Company is exposed to foreign currency risk
primarily due to its investment in a foreign subsidiary.
Risk Management Objectives and Policies
The Company's risk management policy is to manage its foreign currency risk arising from future commercial
transactions and recognized assets and liabilities by using natural hedges to the extent possible. The Company
does not have any assets or liabilities at the end of the reporting period which are exposed to foreign currency
risk other than the investment in the foreign subsidiary.
4.06 Disclosure pursuant to Ind AS 115 "Revenue from Contracts with Customers"
a. As the Company's business activity falls within a single business segment viz. Engineering, Procurement and Construction
Services (EPC) which is considered as the only reportable segment and the revenue substantially being in the domestic
market, the financial statements are reflective of the information required by Ind AS 108 "Operating Segment". The nature,
amount, timing and uncertainty of revenue and cash flows are similar across company's revenue from contracts with
customers. Accordingly, there is no disaggregation of revenue disclosed.
Liability Risks -
Asset - Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with
the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate
movements.
Discount Rate Risk
Variations in the discount rate used to compute the present value of the liabilites may seem small, but in practise can have
a significant impact on the defined benefit liabilites.
Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising
salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilites especially
unexpected salary increases provided at management's discretion may lead to estimation uncertainites increasing this risk.
Unfunded Plan Risk
This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on
paying the benefits in adverse circumstances.
4.08 In accordance with Ind AS 108 'Operating Segment', segment information has been given in the Consolidated Financial
Statements of Man Infraconstruction Limited, and therefore, no separate disclosure on segment information is given in the
Standalone Financial Statements.
4.15 The Board of Directors of the Company had declared and paid total interim dividend amounting to ' 0.90/- per equity
share of ' 2/- each during the year (FY-2023-24- ' 1.62/- per equity share ' 2/- each).
4.16 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified
by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding
Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or
entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
4.17 The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail
for each and every transaction, creating an edit log of each change made in books of account along with the date when
such changes were made and the same has operated throughout the year. Further there is no instance of audit trail being
tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for
record retention.
4.18 The National Company law Tribunal ("NCLT"), Mumbai bench, vide its order dated January 14, 2025, the certified
copy whereof received on February 06, 2025, has approved the Scheme of Arrangement and Merger by Absorption
of Manaj Tollway Private Limited ("MTPL") and Man Projects Limited ("MPL"), both wholly owned subsidiaries, with the
Company pursuant to the sections 230-232 and other applicable provisions of Companies Act, 2013. Consequent to
the said order and filing of the certified copy of the order with the Registrar of the Companies, Maharashtra, Mumbai
on February 11, 2025, the Scheme has become effective with effect from the Appointed Date of April 01, 2024.
Upon coming into effect of the scheme, MTPL and MPL stand transferred to and vested in the Company with effect from
the Appointed Date. As this is a business combination involving entities under common control, the amalgamation has been
accounted in terms of Ind AS 103 on Business Combinations using the 'Pooling of interest' method (in accordance with the
approved Scheme). The figures for the previous periods have been restated, as if the amalgamation had occurred from
the beginning of the preceding period to harmonise the accounting for the Scheme in terms of Appendix C of Ind AS 103.
4.19 Additional Regulatory Information detailed in Clause 6L of General Instructions given in Part 1 of Division II of Schedule III
to the Companies Act,2013 are furnished to the extent applicable to the Company.
(i) The Company does not have any Benami property, where any proceedings has been initiated or pending against the
Company for holding any Benami property.
(ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets
or both during the current or previous year.
(iii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(iv) The Company has not any such transactions which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961)
(v) The Company has availed borrowing facilities from banks on the basis of security of current assets. The quarterly
returns or statements of current assets filed by the company with banks are in agreement with the books of accounts.
(vi) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(vii) The Company has complied with the number of layers prescribed under Companies Act, 2013.
As per our report of even date
For G. M. Kapadia & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 104767W
Atul Shah Manan P Shah Ashok M Mehta Durgesh Dingankar
Partner Managing Director Whole Time Director & CFO Company Secretary
Membership No. 039569 DIN : 06500239 DIN : 03099844 Membership No. F7007
Place: Mumbai Place: Mumbai
Dated: May 20, 2025 Dated: May 20, 2025
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