#DRStart#

<dhhead>DIRECTORS’
REPORT</dhhead>


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.


FINANCIAL PERFORMANCE


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)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    
2022-23
    
2021-22
    
2022-23
    
2021-22
  
  

    
Total Income
    
8071.45
    
4814.76
    
8127.86
    
4814.76
  
  

    
Total Expenses
    
9870.15
    
6258.66
    
9870.15
    
6258.66
  
  

    
Profit / (Loss) before Taxation
    
(1798.69)
    
(1443.89)
    
(1742.29)
    
(1443.89)
  
  

    
Exceptional Items
    
699.95
    
(112.83)
    
698.52
    
(112.83)
  
  

    
Tax Expense
    
31.07
    
(21.06)
    
31.07
    
(21.06)
  
  

    
Profit/(Loss) from Discontinued
    Operations
    
after Tax
    
-
    
-
    
(27.75)
    
140.89
  
  

    
Profit / (Loss) after Taxation
    
(1129.81)
    
(1535.66)
    
(1102.59)
    
(1394.77)
  
  

    
Other Comprehensive Income
    
80.95
    
82.86
    
26.37
    
82.46
  
  

    
Total Comprehensive Income for
    the year,
    
Net of Taxes
    
(1048.86)
    
(1452.80)
    
(1076.22)
    
(1312.30)
  
  

    
Earnings Per Share (in Rs.)
    
(basic & considering exceptional items)
    
(3.71)
    
(5.05)
    
(3.53)
    
(5.05)
  



DIVIDEND


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


TRANSFER TO RESERVES


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


OPERATIONS AND FINANCE


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


PRINTING INDUSTRY


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.


COMPANY


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.


MANAGEMENT’S DISCUSSION AND ANALYSIS


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.


DEPOSITS


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.


SUBSIDIARY COMPANY


Manugraph Americas Inc.


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.


CHANGES IN SHARE CAPITAL


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.


Events occurring after the Balance Sheet date:


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.


Confirmation on Object / Business:


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.


BOARD OF DIRECTORS


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.


Key Managerial Personnel


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.


Declaration of Independence


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.


Board Evaluation


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.


Appointment & Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management Employees


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.


Non-Executive Directors


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


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.


Management Staff


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.


DISCLOSURES

Meetings of the Board:


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.


BOARD COMMITTEES


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.


Audit 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.


Nomination and Remuneration Committee


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


Stakeholders Relationship Committee


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.


RELATED PARTY TRANSACTIONS


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.


CORPORATE SOCIAL RESPONSIBILITY (CSR)


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.


EXTRACTS OF ANNUAL RETURN


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.


STATUTORY AUDITORS


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.


SECRETARIAL AUDITORS


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.


COMPLIANCE WITH SECRETARIAL STANDARDS


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


COST AUDIT


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.


FRAUD REPORTING


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.


DIRECTORS’ RESPONSIBILITY STATEMENT


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:


  
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.
  
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;
  
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;
  
that the annual financial statements have been prepared on a going concern basis;
  
that proper internal financial controls were in place and that the financial controls
    were adequate and were operating effectively;
  
that systems to ensure compliance with the provisions of all applicable laws were in
    place and were adequate and operating effectively.



BOARD CONFIRMATION


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.


CORPORATE GOVERNANCE


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.


HUMAN RESOURCES


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.


Particulars of Employees


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.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


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.


RISK MANAGEMENT


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.


INTERNAL FINANCIAL CONTROLS


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.

 


SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS


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.


VIGIL MECHANISM / WHISTLE BLOWER POLICY


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.


DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013


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:


  
number of complaints filed during the financial year - Nil
  
number of complaints disposed of during the financial year - Nil
  
number of complaints pending as on end of the financial year - Nil



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO


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'.


CAUTIONARY STATEMENT


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.


APPRECIATIONS


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: