Equity Analysis

Dear Members,

Your Directors have the pleasure in presenting this Fifty First Directors’ Report together with the audited Annual Accounts of the Company for the financial year ended March 31, 2023.

The highlights of the financial position for the year under review as compared to the corresponding period in the previous year are given below:

(Rs. in Lakhs)

In view of losses for FY 2022-23, the Board of Directors has not recommended dividend on the equity shares of the Company.

Due to losses in FY 2022-23, no amount has been transferred to Reserves.

Your directors have analyzed Company’s operations and financials in detail in Management’s Discussion and Analysis.

During the year, the Industry saw some recovery by surpassing Covid-19 effect alongwith challenging due to a rise in newsprint prices adversely impacting the businesses.

According to a recent Ratings report, print media will witness revenue growth of around 15% year-on-year, while it will still trail the pre-pandemic level by 8-10%. This is due to a slow recovery in ad yields, particularly for English editions.

In India, Manugraph is the largest manufacturer of web offset presses. Excellent leadership, highly skilled workforce and a well-focused approach has led Manugraph to achieving the goal of being the leader in the niche 4-page Newspaper Offset Printing Press market. Manugraph owes its strong position as a supplier of choice not only to its technical competence, but also to its clear orientation towards the customer needs.

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended in this Annual Report.

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of the financial year 2022-23 or the previous financial year. Your Company did not accept any deposits during the financial year 2022-23.

Petition under Chapter 11 was filed at the US Bankruptcy court, middle district of Pennsylvania on June 1, 2017. The Company received full and final amount on 29th November, 2022 from the Court appointed Attorney against closure of Chapter XI filing of the Company's Wholly Owned Subsidiary viz. Manugraph Americas Inc., USA. The gain on disposal of subsidiary was Rs. 0.02 crore.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website viz. www.manugraph.com.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, the Consolidated Financial Statements forms part of this Annual Report. The financial position and performance of the subsidiary company is given in the statement containing the salient features of the financial statements of the said subsidiary company, which is annexed to this report.

In accordance with the third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone financial statements and the consolidated financial statements and all other documents required to be attached thereto has been hosted on its website www.manugraph.com. Further, in accordance with the fourth proviso to the said section, the audited annual accounts of the said subsidiary company have been hosted on the Company’s website www.manugraph.com.

During the financial year 2022-23, there was no change in authorised, subscribed, issued and paid up capital of the Company. Your Company has not issued any shares with differential rights as to dividend, voting or

otherwise.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2023 and the date of this Report, other than those disclosed in this Report.

As required under the provisions of Companies Act, 2013 and the Listing Regulations, your Company confirms that there is no change in the nature of object / business of the Company.

The Board of Directors at their meeting held on March 2, 2023 appointed Mr. K N Padmanabhan and Mr. Nimish Vakil as an Additional Independent Directors of the Company with immediate effect. The members, through postal ballot (result declared on May 25, 2023), approved their appointment as Directors of the Company for a period of 5 years from the initial date.

The second term of Mr. Hiten C. Timbadia, Mr. Perses M. Bilimoria and Mr. Abhay J. Mehrotra as Independent Directors of the Company expired on March 2, 2023. The Board places on its record valuation appreciations for their services during their tenure as Independent Directors.

In accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Mr. Shailesh B. Shirguppi retires by rotation and is eligible for re-appointment. The Board, based on the recommendation of Nomination & Remuneration Committee, recommends his re-appointment. Brief profile of Mr. Shailesh B. Shirguppi proposed to be re-appointed as Director of the Company is provided in the notice convening the ensuing AGM. None of the independent directors are due for retirement.

The necessary resolutions for appointments / re-appointments as aforesaid have been included in the Notice of the forthcoming AGM for the approval of the members.

Pursuant to the provisions of Section 203 of the Act, Mr. Sanjay S. Shah, Chairman & Managing Director, Mr. Pradeep S. Shah, Vice Chairman & Managing Director, and Mr. Mihir V. Mehta, Company Secretary and Chief Financial Officer are the Key Managerial Personnel of the Company as on March 31, 2023.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory and financial services and they hold the highest standards of integrity.

The Company conducted a formal Board Effectiveness Review as part of its efforts to evaluate, identify improvements and enhance the effectiveness of the Board, its Committees and individual directors. The evaluation parameters and the process have been explained in the Corporate Governance Report. This was in line with the requirements mentioned in the Companies Act and the SEBI LODR Regulations.

The Chairman and Managing Director, Managing Director and Whole Time Directors (Works) are paid remuneration by way of salary, benefits, perquisites and allowances. Annual compensation changes are decided by the Nomination and Remuneration Committee after considering overall business performance within the salary scale approved by the Board and Shareholders.

The Board of Directors had reviewed Policy for Appointment of Directors, Key Managerial Personnel and Senior Management and Evaluation of their Performance, copy of which is placed on the website of the Company viz. www.maugraph.com. The salient features of this Policy are outlined in the Corporate Governance Report.

The Non-Executive Directors (‘NED’) are paid remuneration by way of Sitting Fees. During the year, the Company paid sitting fees of Rs. 15,000/- per meeting to the NEDs for attending meetings of the Board, Audit Committee and Meeting of Independent Directors and Rs. 9,000/- per meeting to the NEDs for attending Nomination & Remuneration Committee meeting.

Executive Directors are paid remuneration by way of salary, perquisites and allowances. Salary is paid within the range fixed by the members of the Company. The Managing Directors / Whole-time Directors of your Company have not received any remuneration or commission from the subsidiary.

Remuneration of employees largely consists of basic remuneration, perquisites, allowances and performance incentives. The components of the total remuneration vary for different grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his annual performance, etc.

Five Board Meetings were held during the year, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The gap between any two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements.

With a view to have a more focused attention on business and for better governance and accountability, the Board has three mandatory committees viz. Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee.

The Audit Committee comprises of Mr. K N Padmanabhan (Chairman), Mr. Nimish Vakil and Mrs. Basheera J. Indorewala. During the year, all the recommendations made by the Audit Committee were accepted by the Board. All the members of the Audit Committee are independent.

The Nomination & Remuneration Committee comprises of Mr. K N Padmanabhan (Chairman), Mr. Nimish Vakil and Mrs. Basheera J. Indorewala.

The Stakeholders Relationship Committee comprises of Mr. K N Padmanabhan (Chairman), Mr. Sanjay S. Shah and Mrs. Basheera J. Indorewala.

A detailed note on functions and roles of each of the Committees are provided separately under Corporate Governance Report of this Annual Report.

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements have been approved by the Audit Committee, as applicable.

The Company has not entered into any transaction of a material nature with the promoters, directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. All transactions with related parties are in ordinary course of business and at arms’ length.

Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 33 of Standalone Financial Statements, forming part of the Annual Report.

The policy on Related Party Transactions as approved by the Board is available on website of the Company viz.: www.manugraph.com.

Your Company has been involved in social welfare activities from time to time and firmly believes in making lasting impact towards creating a just, equitable, humane and sustainable society. The Company lays special emphasis on education and vocational training of youth including females in the local community for their economic empowerment.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2023 is available on Company’s website at http://manugraph.com/Files/MIL_Annual_Return_31032023_Website.pdf.

Messrs. Desai Shah & Associates, Chartered Accountants (Firm Regn. No. 118174W) were appointed as the Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held on September 27, 2022.

The Board had appointed M/s. M/s. Bhatt & Associates Company Secretaries LLP, (Firm Regn No. AAH-0816), a Company Secretary in Practice to act as Secretarial Auditor of the Company for the financial year 2022-23. The Report of the Secretarial Audit is annexed herewith as 'Annexure B'. The qualifications / observations / remarks in the Secretarial Audit Report for the financial year 2022-23 are self explanatory.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

As per Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. C.S. Adawadkar & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2023-24.

The Cost Audit Report is required to be filed within 180 days from the end of the financial year. The Cost Audit Report for the financial year ended March 31, 2023 will be filed within the due date. Pursuant to provisions of Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company confirms that it has prepared and maintained cost records for the financial year ended March 31, 2023.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or Cost Auditors has reported to the Audit Committee any instances of fraud pursuant to section 143(12) of the Companies Act, 2013 committed against the Company by its officers or employees of the Company.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material

departures, if any.

2. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;
3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Your Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report.

As required under the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance.

The relations with workers during the year were cordial. The Company is striving hard to negotiate with its workers union for settlement. Your Company is committed to provide a healthy and safe work environment free from accidents, injuries and occupational health hazards.

The Company had a total of 368 permanent employees as on March 31, 2023.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) have been appended as Annexure A to this report. Details of employees remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on your Company’s

website www.manugraph.com. None of the employees listed in the said Annexure are related to any Director of the Company.

The Company states that there are no employees (other than Managing Directors) employed throughout the financial year 2022-23 and drawing a salary of Rs. 1.02 crore per annum or more or employed for part of the year and in receipt of remuneration of Rs. 8.50 Lakhs or more per month as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of salary paid to Managing Directors are part of Corporate Governance Report, forming part of this Report.

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, have been provided in the notes to the standalone financial statements.

In a rapidly changing business environment, companies in printing industry face numerous risks that impact their businesses. It is therefore, imperative to identify and address these risks and at the same time leverage opportunities for achieving business objectives. To establish and maintain a system of risk management and internal control, the Board periodically reviews the risk management system and maintenance of a risk profile (both financial and non-financial risks). A brief report on risk evaluation and management is provided under Management's Discussion and Analysis Report forming part of this Annual Report.

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness across all locations and functions by the management and tested by the Auditors on sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

The Internal Control Systems are being constantly updated with new / revised standard operating procedures. Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected, or are reasonably likely to materially affect its internal financial controls.

The Company has appointed Internal Auditors who report to Audit Committee of the Board. The Audit Committee reviews internal audit reports periodically based on annual internal audit plan.

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2023 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

The Company’s vigil mechanism /Whistle blower Policy aims to provide the appropriate platform and protection for Whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Integrity Code, Code of Conduct for Prevention of Insider Trading in Company’s securities, Code of Fair Practices and Disclosure. The Vigil Mechanism / Whistle Blower Policy have been posted on the website of the Company viz. www.manugraph.com.

The Company has in place policy on Sexual Harassment at workplace. Internal Complaints Committees have been constituted, in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment. All employees are covered under this policy. The Company is in compliance of the provisions of the said Act. The details of complaints are as under:

1. number of complaints filed during the financial year - Nil
2. number of complaints disposed of during the financial year - Nil
3. number of complaints pending as on end of the financial year - Nil

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed as 'Annexure C'.

Statements in the Directors' Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors.

The Directors places on record its appreciation and acknowledge the support and assistance extended to us by State Government, Statutory Authorities, Tribunals and local bodies, customers, bankers, stock exchanges, business associates, financial institutions, and investors.

Place: Mumbai Date: