I.  NATURE OF OPERATIONS
 
 Man Industries (India) Limited (hereinafter referred to as “MIIL” or
 “the Company”) is a Company formed and registered under the Companies
 Act, 1956. The activity of MIIL is the manufacturing and beveling of
 Submerged Arc Welded Pipes.
 
 1.  Contingent Liabilities not provided in respect of:
 
 (Rs. In Lakhs)
 
 SR.  PARTICULARS                    AS AT 31ST       AS AT 31ST
 NO.                                 MARCH 2010       MARCH 2009
 
 1 Guarantees / Letter of Credit 
    outstanding                       79,797.13       102,651.82
 
 2 Excise Duty / Service Tax Matters   4,178.22           298.94
 
 3 Entry Tax / Sales Tax Matters         571.46           243.13
 
 4 Income Tax Matters                     86.21           119.90
 
 5 Estimated amount of contract remaning to be executed on capital
 account
 
 (net of advances)                       355.00           215.10
 
 6 Corporate Guarantee Issued         21,574.00        10,474.00
 
                                     106,562.02       114,002.89
 
 2.  a) Term Loan from Banks and Financial Institutions are by the way
 of frst pari -passu charge on fxed assets and second pari
 - passu charge on moveable assets of the Company & further secured by
 personal guarantee of the Promoter Directors.
 
 b) Working Capital facilities by banker’s are secured by frst pari –
 passu charge on all the moveable assets and second pari – passu charge
 on the immoveable assets of the Company.
 
 3.  Balances of Sundry Creditors and Debtors are subject to
 confrmations, reconciliation and consequent adjustments, if any.
 
 4.  (i) The Company had raised US $ 50 Million (Rs. 20300 Lakhs) by way
 of Zero Coupon Foreign Currency Convertible Bonds
 during the year ended 31st March, 2008. The Bondholders have an option
 to convert these Bonds into equity shares, at an initial conversion
 price of Rs. 143.50 per share with a fxed rate of exchange on
 conversion of Rs. 41.1475 = US $ 1 at the option of the Bondholders at
 any time on or after 1 July 2007. The conversion price is subject to
 adjustment/ reset in certain circumstances. Further the initial
 conversion price of Rs. 143.50 has been reset to Rs. 115/- on 3rd May,
 2008, which has been further reset at Rs. 109/- on 3rd May, 2009. The
 Bonds may be redeemed in whole, at the option of the Company, at any
 time on or after 22nd May, 2010 subject to satisfaction of certain
 conditions. Unless previously converted, redeemed or repurchased and
 cancelled, the Bonds will be redeemed on 23 May, 2012 at 146.57% of the
 principal amount so as to give a gross yield of 7.80% per annum to the
 bondholder.
 
 (ii) The part proceeds received from the issue of FCCB,Rs. 16813.44
 Lakhs have been utilised for funding of expansion of Pipe and Coating
 Complex at Anjar, Rs. 1926.16 Lakhs have been utilised for FCCB Buyback
 during the year.
 
 (iii) During the year, the Company has bought back 59 FCCB of the face
 value 5.90 million USD at discount of Rs. 4.69 Crores and the same has
 been considered as other income.
 
 (iv) The Board is of the opinion that it is more likely than not
 bondholders would opt for conversion rather than redemption of bonds
 accordingly, believes that the payment on premium on redemption, if
 any, is contingent in nature, hence at this stage, provision of
 redemption premium is not considered necessary and has not been
 recognized in the fnancial statements. The amount of premium on the
 outstanding quantum of bonds determined on time proportion basis till
 March 31, 2010 aggregates to Rs. 4034.19 Lakhs.
 
 5.  Directors of the Company have certifed that the Current Assets,
 Loans & Advances and Current Liabilities have a value on realization at
 least equal to the amount at which they are stated in the Balance
 Sheet.
 
 6.  Although the Group operates in more than one segment, segmental
 reporting as required under Accounting Standard – 17 is not applicable
 as the segment revenue from other segment is lower than 10% of total
 revenue.
 
 7.  The Company has not initiated the process of identifying
 ‘suppliers’ covered under the Micro, Small and Medium Enterprise
 Development Act, 2006 and hence disclosure requirements in this regards
 as per Schedule VI of the Companies Act, 1956 could not be provided.
 
 Indian Oil Corporation Limited
 for recovery of dues
 for encashment of performance bank guarantee
 Gujrat Water Supply & Sewerage Board for recovery of dues
 GAIL for recovery of dues
 Advance for Purchase of Land
 Midcontinent Express Pipeline LLC Encashment of stand by letter of
 credit *
 
 CURRENT STATUS
 
 Pending for Arbitration
 
 Pending before
 
 Gujrat Highcourt
 
 Pending for
 
 Arbitration
 
 Redirected to
 
 the Collector
 
 * As informed to us by the management the company has initiated legal
 proceedings against Midcontinent Pipeline LLC. (MEP) in the District
 Court of Harris County, Texas for fraudulently encashing the stand by
 letter of credit of US $ 15 Million (Rs.  6878.25 Lakhs) and has
 classifed the same as loans and advances under Current Assets. The
 Company proceeded to invoke the bank guarantee of US $ 33 Million
 provided by MEP; however the same could not be encashed as it was
 stayed by The Texas Court. Further Bank of Tokyo & Mitsubishi (BTM),
 who did not honor the said bank guarantee on account of alleged
 discrepancies in the invocation documents. The Company has initiated
 legal proceedings against BTM for not honouring the invocation of Bank
 Guarantee, and the depositions have commenced before the Honorable
 District Court of Harris County, Texas.
 
 8. Related Party Disclosures:
 
 Related party disclosure as required by Accounting Standard – 18
 “Related Party Disclosures” issued b Accountants of India” are given
 below:
 
 a) Names of the parties where control exists:
 
 Man Infraprojects Limited – Subsidiary of the Company
 
 Merino Shelters Private Limited – Wholly owned subsidiary of Man
 Infraprojects Limited
 
 Man USA Inc – Wholly owned Subsidiary of the Company
 
 Man Overseas Metals DMCC – Wholly owned Subsidiary of the Company
 
 b) Names of the Enterprise in which Management has signifcant interest:
 
 JPA Holdings Private Limited
 
 Man Aluminum Limited (till 24.12.2009)
 
 Man Global FZC, UAE
 
 Man Futures Private Limited
 
 Man (U.K.) Limited
 
 c) Names of the Key Management Personnel:
 
 Mr. R.C. Mansukhani – Chairman
 
 Mr. J. C. Mansukhani – Vice Chairman & Managing Director
 
 Mr. J. L. Mansukhani – Executive Director
 
 d) Names of the Relatives of Management Personnel:
 
 Mrs. Kimatdevi Mansukhani Mrs. Anita Mansukhani Ms. Deepa Mansukhani
 
 2.  a) Term Loan from Banks and Financial Institutions are by the way
 of frst pari -passu charge on fxed assets and second pari
 - passu charge on moveable assets of the Group & further secured by
 personal guarantee by the promoters Directors.
 
 b) Working Capital facilities by banker’s are secured by frst pari –
 passu charge on all the moveable assets and second pari – passu charge
 on the immoveable assets of the Group.
 
 3.  Balances of Sundry Creditors and Debtors are subject to
 confrmations, reconciliation and consequent adjustments, if any.
 
 4.  i) The Parent Company had raised US $ 50 Million (Rs. 20300 Lakhs)
 by way of Zero Coupon Foreign Currency Convertible
 
 Bonds during the year ended 31st March, 2008. The Bondholders have an
 option to convert these Bonds into equity shares, at an initial
 conversion price of Rs. 143.50 per share with a fxed rate of exchange
 on conversion of Rs. 41.1475 = US $ 1 at the option of the Bondholders
 at any time on or after 1 July 2007. The conversion price is subject to
 adjustment/ reset in certain circumstances. Further the initial
 conversion price of Rs. 143.50 has been reset to Rs. 115/- on 3rd May,
 2008, which has been further reset at Rs. 109/- on 3rd May, 2009. The
 Bonds may be redeemed in whole, at the option of the Company, at any
 time on or after 22nd May, 2010 subject to satisfaction of certain
 conditions. Unless previously converted, redeemed or repurchased and
 cancelled, the Bonds will be redeemed on 23 May, 2012 at 146.57% of the
 principal amount so as to give a gross yield of 7.80% per annum to the
 bondholder.
 
 (ii) The part proceeds received from the issue of FCCB, Rs. 16813.44
 Lakhs have been utilised for funding of expansion of Pipe and Coating
 Complex at Anjar, Rs. 1926.16 Lakhs have been utilised for FCCB Buy
 back during the year.
 
 (iii) During the year, the Parent Company has bought back 59 FCCB of
 the face value 5.90 million USD at discount of Rs. 4.69 Crores and the
 same has been considered as other income.
 
 Annual Report 2009 - 2010
 
 (iv) The Board is of the opinion that it is more likely than not
 bondholders would opt for conversion rather than redemption of bonds
 accordingly, believes that the payment on premium on redemption, if
 any, is contingent in nature, hence at this stage, provision of
 redemption premium is not considered necessary and has not been
 recognized in the fnancial statements. The amount of premium on the
 outstanding quantum of bonds determined on time proportion basis till
 March 31, 2010 aggregates to Rs. 4034.19 Lakhs.
 
 5.  Directors of the Group have certifed that the Current Assets, Loans
 & Advances and Current Liabilities have a value on realization at least
 equal to the amount at which they are stated in the Balance Sheet.
 
 6.  Although the Group operates in more than one segment, segmental
 reporting as required under Accounting Standard – 17 is not applicable
 as the segment revenue from other segment is lower than 10% of total
 revenue.
 
 7.  The Group has not initiated the process of identifying ‘suppliers’
 covered under the Micro, Small and Medium Enterprise Development Act,
 2006 and hence disclosure requirements in this regards as per Schedule
 VI of the Companies Act, 1956 could not be provided.
 
 9. Related Party Disclosures:
 
 Related party disclosure as required by Accounting Standard – 18
 “Related Party Disclosures” issued by “The Institute of Chartered
 Accountants of India” are given below:
 
 a) Names of the Enterprise in which Management has signifcant interest:
 
 i) JPA Holdings Private Limited ii) Man Aluminum Limited
 
 iii) Man Global FZC, UAE iv) Man UK Limited
 
 b) Names of the Key Management Personnel:
 
 Mr. R. C. Mansukhani – Chairman
 
 Mr. J. C. Mansukhani – Vice Chairman & Managing Director
 
 Mr. J. L. Mansukhani – Executive Director
 
 c) Names of the Relatives of Key Management Personnel:
 
 i) Mrs. Kimatdevi Mansukhani     ii) Mrs. Anita Mansukhani
 
 iii) Mrs. Deepa Mansukhani       iv) Mr. Nikhil Mansukhani
 
 v) Ms. Priyal Mansukhani         vi) Mr. Bhagwan Mansukhani
 
 vii) Mr. Kumar Mordani           viii) Ms. Reshma Mordani
 
 ix) Ms. Roshni Mordani           x) Mr. Kanayalal Mordani
 
 General Description of the Defned Beneft Plan :
 
 The Parent Company operates gratuity plan wherein every employee is
 entitled to the beneft equivalent to ffteen days salary last drawn for
 each completed year of service. The same is payable on termination of
 service, or retirement, which ever is earlier. The benefIts vests after
 fIve year of continuous service.