The Directors have pleasure in presenting Ninth Directors Report on
 the operations of the Company together with the Audited Statement of
 Accounts for the financial year ended 31st March, 2011.
 
 1.  FINANCIAL RESULTS                             (Amount in Rs. Lakhs)
 
 Particulars                               2010-11            2009-10
 
 Contract Revenue(Net of Vat) 
 /Other Operating Income                 51,876.12          45,773.26
 
 Profit before depreciation and tax      10,949.86          13,063.26
 
 Less: Depreciation                       1,584.00           1,716.25
 
 Profit before Tax                        9,365.86          11,347.01
 
 Less: Income Tax                         2,783.87           3,965.53
 
 Deferred Tax                               (81.92)           (242.46)
 
 Wealth Tax                                   2.69               2.72
 
 Profit after Tax                         6,661.22           7,621.22
 
 Add: Balance in Profit & Loss 
 Account brought forward                 15,567.33          11,172.19
 
 Less: Short/(excess) Provision 
 for Taxation previous year                  (0.37)            (69.51)
 
 Less: Other prior period adjustment          -                  2.57
 
 Profit available for appropriation      22,228.92          18,860.35
 
 APPROPRIATION
 
 Less: Interim Dividend                     891.00           1,316.25
 
 Less: Proposed Dividend                    891.00             891.00
 
 Less: Corporate Dividend Tax               202.02             316.95
 
 Less: Transfer to General Reserve          666.16             768.82
 
 Balance carried forward to Balance 
 Sheet                                   19,578.74          15,567.33
 
 2.  OPERATING PERFORMANCE
 
 The Company has achieved a turnover (net of Vat) of Rs. 51,876.12 Lakhs
 during the year which is higher by 13.33% than the previous years
 turnover (net of Vat) of Rs. 45,773.26 Lakhs and has earned a Profit
 after Tax (PAT) of Rs. 6,661.22 Lakhs reflecting decrease by 12.60% over
 previous years profit of Rs. 7,621.22 Lakhs.
 
 3.  FUTURE PROSPECTS / TIE UPS
 
 The Company on 23rd February, 2011, has signed a Memorandum of
 Understanding (MOU) with STFA, a Turkish multinational
 Infraconstruction Contractor. The Company looks forward to explore the
 opportunities in the field of port and marine construction in India by
 combining the synergies of both the organizations in future.
 
 4.  DIVIDEND
 
 The Directors recommend payment of Final Dividend of Rs. 1.80 per share
 (i.e. 18%) on the equity shares of Rs. 10/- each. Your Directors had,
 declared an Interim Dividend of Rs. 1.80 per equity share on 11th
 November, 2010. The Total Dividend comprising of Interim and Final
 Dividend is Rs. 3.60 per equity share for the year under review.
 
 The dividend payout including dividend distribution tax for the year
 under review will be Rs. 1,984.02 Lakhs (including Interim Dividend). The
 Companys 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 Companys growth.
 
 5.  SUBSIDIARIES
 
 A) MAN PROJECTS LIMITED (MPL)
 
 MPL achieved a turnover (net of Vat) of Rs. 2,997.18 Lakhs as against
 previous years turnover of Rs. 6,428.89 Lakhs and earned a Profit after
 Tax (PAT) of Rs. 76.08 Lakhs as against previous years Profit after Tax
 of Rs. 2,051.73 Lakhs.
 
 B) MAN AJWANI INFRACONSTRUCTION LTD (MAIL)
 
 MAIL achieved a turnover (net of Vat) of Rs. 5,094.32 Lakhs as against
 previous years turnover of Rs. 2,314.02 Lakhs and earned a Profit after
 Tax (PAT) of Rs. 108.50 Lakhs as against previous years Loss after Tax
 of Rs. 84.80 Lakhs.
 
 C) MAN NIRMAL INFRACONSTRUCTION LIMITED (MNIL)
 
 MNIL achieved a turnover (net of Vat) of Rs. 781.64 Lakhs as against
 previous years turnover of Rs. 444.81 Lakhs and earned a Profit after
 Tax (PAT) of Rs. 26.81 Lakhs as against previous years Profit after Tax
 of Rs. 24.31 Lakhs.
 
 On 25th February 2011, the Board of Directors of MNIL decided to
 discontinue its construction activity and approved plan for disposal of
 assets and liabilities relating to this activity. Accordingly, all the
 assets and inventory of surplus materials were disposed off and other
 current assets and liabilities are shown at its realizable value. As at
 31st March, 2011, the carrying amount of all the assets and all the
 liabilities relating to this activity are at its realizable value. The
 Company being holding Company of MNIL, has committed to provide the
 necessary level of support in order to enable MNIL to remain in
 existence and continue as a going concern till such time as it realizes
 its assets and settles its liabilities and commence the new activity.
 
 D) MAN REALTORS AND HOLDINGS PRIVATE LIMITED (MRHPL)
 
 During the year under review, MICL acquired 4,296,625 (100%) Equity
 Shares of Rs. 10/- each of Man Realtors and Holdings Private Limited,
 making it a wholly-owned subsidiary of the Company.
 
 MRHPL achieved income of Rs. 34.94 Lakhs as against previous years
 income of Rs. 138.58 Lakhs and earned a Profit after Tax (PAT) of Rs. 30.75
 Lakhs as against previous years Profit after Tax of Rs. 114.45 Lakhs.
 
 The Company has availed exemption pursuant to the General Circular No.
 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate
 Affairs, from attaching the Annual Accounts of its subsidiaries vide
 Board resolution dated 25th May, 2011. However, a statement on details
 of subsidiaries pursuant to Section 212 (1) (e) of the Companies Act,
 1956, as on 31st March, 2011 is attached to the accounts of the
 Company. The Company
 
 undertakes that the annual accounts of the subsidiary companies and the
 related detailed information shall be made available to the
 shareholders of the holding and subsidiary Companies seeking such
 information at any point of time. The annual accounts of the subsidiary
 companies are available for inspection by the shareholders at the Head
 office of the Company and its Subsidiaries.
 
 Man Realtors and Holdings Private Limited, a wholly owned subsidiary of
 the Company; acquired 1,250 Equity Shares (45.45% of the paid-up Equity
 Share Capital) of Rs. 100/- each of Man Chandak Developers Private
 Limited on 6th May, 2011 and 2,250 Equity Shares (70% of the paid-up
 Equity Share Capital) of Rs. 100/- each of Man Chandak Developers Private
 Limited on 23rd May, 2011. Accordingly, Man Chandak Developers Private
 Limited has become a subsidiary of the Company under Section 4 (1) (c)
 of the Companies Act, 1956.
 
 6.  CONSOLIDATED FINANCIAL STATEMENTS
 
 The audited consolidated financial statements comprising of the audited
 financial statements received from subsidiary companies as well as
 audited financial statements of MICL, as approved by their respective
 Board of Directors, have been prepared in accordance with the
 Accounting Standard (AS-21-Consolidated Financial Statements) read with
 Accounting Standard (AS-27-Financial Reporting of interest in Joint
 Ventures). As on 31st March, 2011, the Profit after tax and minority
 interest as per consolidated accounts is Rs. 6,259.71 Lakhs.
 
 7.  DIRECTORS
 
 During the year under review, the composition of the Board of Directors
 remained unchanged.
 
 Pursuant to the provisions of Section 255 read with Section 256 of the
 Companies Act, 1956, Mr. Parag K. Shah and Mr. Sivaramakrishnan S.
 Iyer, Directors, will retire by rotation at the ensuing Annual General
 Meeting of the Company and being eligible, offer themselves for
 re-appointment.
 
 The information to shareholders as per Clause 49 of the Listing
 Agreement pertaining to brief resume, expertise in functional areas,
 names of Companies in which Mr. Parag K. Shah and Mr. Sivaramakrishnan
 S. Iyer respectively are Directors etc. has been provided in the Annual
 Report.
 
 8.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956, your Directors confirm
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures;
 
 (ii) that the Directors have approved such accounting policies and
 applied them 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 at the end of the financial year ended 31st
 March, 2011 and of the profit of the Company for that year;
 
 (iii) that the Directors have taken proper and sufficient care 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;
 
 (iv) that the Directors have prepared the annual accounts on a going
 concern basis.
 
 9.  CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A Report on Corporate Governance along with a certificate from M/s
 Rathi & Associates, Practising Company Secretaries, Mumbai, regarding
 compliance of requirements of Corporate Governance pursuant to Clause
 49 of the Listing Agreement with the Stock Exchanges is annexed hereto
 and forms part of this report. The Management Discussion and Analysis
 Report on the operations of the Company as required under the Listing
 Agreement with the Stock Exchanges is also annexed hereto and forms
 part of this report.
 
 10.  INTERNAL AUDIT AND CONTROL
 
 M/s. Aneja Associates, Chartered Accountants, Mumbai, Internal Auditors
 of the Company, carried out audit on the performance and operational
 functions of the Company namely Asset Management, Payroll processing,
 HR, Accounts and Finance, etc. 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.
 
 11. AUDITORS
 
 The Statutory Auditors of the Company, M/s G. M. Kapadia & Co.
 Chartered Accountants, Mumbai shall hold office till the conclusion of
 the ensuing Annual General Meeting and are eligible for re-appointment.
 M/s G.M. Kapadia & Co., Chartered Accountants have expressed their
 willingness to act as the Statutory Auditors of the Company, if
 appointed, and have further confirmed that the said appointment would
 be in conformity with the provisions of Section 224 (1B) of Companies
 Act, 1956.
 
 12.  AUDITORS REPORT
 
 The observations made by the Auditors in their Report read with the
 relevant notes as given in the Notes to Accounts for the year ended
 31st March, 2011, are self explanatory and therefore do not call for
 any further comments under Section 217 (3) of the Companies Act, 1956.
 
 13.  FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposit
 from the public.
 
 14.  PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217 (2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Rules, 1975, and the
 notification issued by the Ministry of Corporate Affairs dated 31st
 March, 2011, the names and other particulars of the employees are set
 out in the annexure to the Directors Report.
 
 15.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 CONSERVATION OF ENERGy
 
 Conservation of energy is an ongoing process in the activities of the
 Company. The core activity of the Company is civil construction which
 is not an energy intensive activity.  Disclosure of particulars with
 respect to conservation of energy required under Section 217 (1) (e) of
 the Companies Act, 1956 is not applicable to the Company.
 
 TECHNOLOGy ABSORPTION
 
 The Company has started efficiently using MIVAN and MASCON aluminum
 formwork acquired during the FY 2010-11. Further the Company is
 planning to use more advanced systems in shuttering materials such as
 ULMA, German Formwork and MEVA. The Company has purchased hi-tech Tower
 Cranes from Liebherr, Germany having capacity to shift construction
 materials from ground level up to the 400 mtr. The Company is also
 planning to acquire hi-tech vertical transport system for
 under-construction sites from GEDA and ALIMEK.
 
 INFORMATION ABOUT FOREIGN ExCHANGE EARNINGS AND OUTGO
 
 (i) Foreign Exchange outgo Rs. 576.11 Lakhs as against Rs. 12.90 Lakhs in
 previous year on Revenue Account and Rs. 1,038.92 Lakhs as against Rs. NIL
 in previous year on Capital Account.
 
 (ii) Foreign Exchange inflow Rs. Nil
 
 16. ACKNOWLEDGMENT
 
 The relationship of the Company with the employees at all the levels
 continues to be cordial and healthy. Your Directors wish to place on
 record their appreciation of the significant contribution made by each
 and every employee of the Company and expect continued support for
 achieving the targets set for the future.
 
 The Board acknowledges the support and co-operation received from the
 Government, Bankers, Financial Institutions, Shareholders, suppliers,
 associates & sub-contractors and looks forward to their continued
 support.
 
                        For and on behalf of the Board of Directors
 
                   Parag K. Shah                 Suketu R. Shah
 
                   Managing Director             Whole-time Director
 
 Place: Mumbai
 Date: 25th May, 2011