Man Industries (India)

The Directors have pleasure in presenting the 20th Annual Report of
 your Company and the Audited Accounts for the financial year ended
 31st March, 2008.
 
 FINANCIAL RESULTS                                 (Rs. in Lakhs)
 
 Particulars                           For the year    For the year
                                       2007-08         2006-07
 
 Profit before Depreciation            13,684.30       10,088.47
 
 Less: Depreciation                     2,817.24         1692.98
 
 Disposable Profit                     10,867.06        8,395.49
 
 Less: Taxation                         3,745.77        2,866.45
 
 Profit after Tax                       7,121.29         5529.04
 
 Add: Profit brought forward           10,434.28        8,631.39
 
 Total profit available for 
 appropriation                         17,555.57       14,160.43
 
 APPROPRIATIONS:
 
 Previous year adjustments                255.06         2238.14
 
 Transfer to General Reserve              712.12          552.90
 
 Proposed dividend                        799.27          799.27
 
 Provision for taxation - dividend        135.84          135.84
 
 Balance carried to Balance Sheet      15,653.28       10,434.28
 
 RESULTS OF OPERATIONS
 
 Net sales and other income for the standalone entity increased to Rs.
 1,50,000 Lakhs from Rs. 1,13,310 Lakhs in the previous year - a growth
 of 32.38%. The operating profit (PBDIT) increased by 3.22%, from Rs.
 13,180 Lakhs to Rs. 16,826 Lakhs. The profit after tax (PAT) increased
 to Rs. 7,121 Lakhs from Rs. 5,530 Lakhs, representing a growth of
 1.40%.
 
 CONSOLIDATED ACCOUNTS
 
 As per Section 212 of the Companies Act, 1956 accounts of subsidiaries
 is given as a separate section to the Annual Report. In accordance with
 the Accounting Standard (AS 21), Consolidated Financial Statements
 presented by your Company include the financial information of its
 subsidiary.
 
 DIVIDEND
 
 For the year under review, the Directors have recommended a dividend of
 Rs.1.5 per share [ Face Value Rs. 5] ( Rs.3 per share for the previous
 year [Face Value Rs. 10]), on the Ordinary ( Equity) Shares of the
 Company.
 
 TRANSFER TO RESERVES
 
 Your Company proposes to transfer Rs. 712.12 Lakhs to the General
 Reserve.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Managements Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 SAFETY, HEALTH AND ENVHtONMENT
 
 Your Company is committed to providing a safe environment to all its
 employees. During the year 2007-08, the Company continued its efforts
 on improving the safety capability in the plants. Further, your Company
 undertook steps to strengthen the existing safety management system at
 the plants.
 
 HUMAN RESOURCES
 
 It is the commitment of employees at all levels and their contribution
 to innovation and change that is essential to compete successfully in
 an increasingly competitive global market-place and achieve sustained
 growth and profitability. Attracting, retaining and motivating
 employees and creating an environment that nurtures them to deliver
 their best have been a constant challenge for your Company. Your
 Company continues to invest in training, refining its goal setting and
 performance evaluation processes through which employees can share best
 practices and seek support to drive change and improvement.
 
 RESEARCH & DEVELOPMENT
 
 Your Company is executing an integrated strategy for technology
 development and deployment. The technology function is supporting your
 Companys strategy around four missions: technology development,
 development of substantially new products, productivity improvement,
 and cost reductions. The focus for your Company in the financial year
 2007-08 had been to lay the foundation for improving its research and
 development capabilities and further improve the productivity of the
 technology function.
 
 FUTURE OUTLOOK
 
 India much like its Asian neighbors is an energy intensive economy.
 Given the nature and quantum of investments in the production and
 refining of crude oil/natural gas in the region, it has become
 imperative to create support infrastructure to enable efficient and
 reliable supply of oil/gas products to key industrial/ individual
 users. Supported by robust global economic growth, backed by well
 established brand image, global reach and focused approach, the strong
 demand for steel pipes will continue in future.
 
 The challenges would be making available the right raw material at
 required time and keeping inventory under control, efficient raw
 material procurement looking to high volatility market of the critical
 materials, and quickly servicing as customers would need material at a
 short notice.  The Company has geared up to meet these challenges by
 improving the organizational as well as managerial efficiency through
 constantly upgrading its systems and controls.
 
 The company has also announced plans to locate a new manufacturing
 facility on a 162 acre site at the Little Rock Port in Arkansas, USA.
 The Company will invest approximately 0 million . Production will
 begin by 2009. This unit will have the capability of producing 3,00,000
 tonnes of HSAW pipes annually. These pipes will be used primarily in
 the petroleum industry.
 
 LISTING & DEMAT OF SHARES:
 
 The equity shares of the Company are listed with National Stock
 Exchange of India Limited and the Bombay Stock Exchange Limited and the
 listing fee has been paid to the said Stock Exchanges.
 
 The GDRs of the Company are listed with Dubai International Financial
 Exchange.
 
 As on 31st March, 2008, 51,323,074 Equity shares of the Company,
 representing 96.32% of its issued capital, were held in dematerialized
 form and the balance 3.68 % representing 1,961,800 shares were held in
 physical form.
 
 CAUTIONARY STATEMENT
 
 Statements in this Management Discussion and Analysis describing the
 Companys objectives, projections, estimates and expectation may be
 forward looking statement within the meaning of applicable laws and
 regulations. Actual results might differ materially from those either
 expressed or implied.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49(VTI) of the Listing Agreement, a separate report
 on Corporate Governance forms part of the Annual Report. Your Company
 is compliant with the requirements of the Listing Agreement and
 necessary disclosures have been made in this regard in the Corporate
 Governance Report.
 
 A certificate from the Statutory Auditors of the Company regarding
 compliance with the conditions of Corporate Governance as stipulated
 under Clause 49 of the Listing Agreement is attached to this report.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits during the year
 2007-2008 and there are no outstanding fixed deposits from the public
 as on 31st March, 2008.
 
 INSURANCE
 
 All the insurable interests of your Company including inventories,
 buildings, plant and machinery and liabilities under legislative
 enactments are adequately insured.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Details relating to the conservation of energy and technology
 absorption and foreign exchange earnings and out goings are given in
 separate annexure forming part of this report as required as per
 section 217 (1) (e) of the Companies Act, 1956 read with Companies
 (Disclosure of particulars in the report of the Board of Directors)
 Rules 1988.
 
 PERSONNEL
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 and the Companies (Particulars of Employees) Rules, 1975, names
 and other particulars of the employees are required to be set out in
 the annexure to this report. However, as per the provisions of Section
 219(l)(b)(iv) of the Companies Act, 1956, the Report and Annual
 Accounts of the Company sent to the shareholders do not contain the
 said annexure. Any shareholders desirous of obtaining a copy of the
 said annexure may write to the Company Secretary at the Registered
 Office of the Company.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2 A A) of the Companies Act, 1956, the
 Directors hereby confirm that:
 
 * In preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 * The accounting policies have been selected and applied consistently
 and the judgements and estimates made, are reasonable and prudent, so
 as to give a true and fair view of the state of affairs of the Company
 at the end of the financial year and of the profit and loss of the
 Company for that period.
 
 * Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 * The annual accounts have been prepared on a going concern basis.
 
 DIRECTORS
 
 Mr. Kirit Damania and Mr. Vijay G Kalantri are due to retire by
 rotation at the conclusion of the forthcoming Annual General Meeting
 and being eligible, offer themselves for re-appointment.
 
 Appropriate resolutions for their re-appointment are being placed
 before you for your approval at the ensuing Annual General Meeting. The
 brief resume of the aforesaid Directors and other information have been
 detailed in the Corporate Governance Section of this report. Your
 Directors recommend their re-appointment as Directors of your Company.
 
 AUDITORS
 
 M/s Rohira Mehta & Associates, Chartered Accountants, Statutory
 Auditors of the Company, hold office until the ensuing Annual General
 Meeting and are eligible for re-appointment. The members are requested
 to consider their re-appointment for the current financial year 2008
 -2009 and authorize the Board of Directors to fix their remuneration.
 The retiring auditors have, under Section 224 (IB) of the Companies
 Act,1956, furnished certificate of their eligibility for the
 appointment.
 
 APPRECIATION
 
 Your Directors wish to place on record their appreciation of the
 contribution made by employees at all levels to the continued growth
 and prosperity of your Company. Your Directors also wish to place on
 record their appreciation of banks and other financial institutions,
 shareholders, dealers and consumers for their continued support.
 
                              For and on behalf of the Board
 
                                      Chairman 
 
 Date  : 28th June, 2008
 Place : Mumbai