Manugraph India Ltd Directors Report.

Dear Members,

Your Directors have the pleasure in presenting this Forty Ninth Directors Report together with the audited Annual Accounts of the Company for the financial year ended March 31,2021.



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
2020-21 2019-20 2020-21 2019-20
Total Income 3302.38 12437.78 3302.38 12437.78
Total Expenses 4953.61 15481.67 4953.61 15481.68
Profit / (Loss) before Taxation (1651.23) (3043.89) (1651.23) (3043.90)
Exceptional Items (1170.43) (401.94) (1170.43) (331.94)
Tax Expense 48.02 88.14 48.02 88.13
Profit/(Loss) from Discontinued Operations after Tax - - (1.37) (66.93)
Profit / (Loss) after Taxation (2869.68) (3533.97) (2871.05) (3530.90)
Other Comprehensive Income (24.25) (103.38) (26.06) (104.93)
Total Comprehensive Income for the year, Net of Taxes (2893.93) (3637.35) (2897.11) (3635.83)
Earnings Per Share (in Rs.) (basic & considering exceptional items) (9.44) (11.62) (9.44) (11.39)



In view of losses for FY 2020-21, the Board of Directors has not recommended dividend on the equity shares of the Company.



Due to losses in FY 2020-21, no amount has been transferred to Reserves.



Your directors have analyzed Companys operations and financials in detail in Managements Discussion and Analysis.



Through more than a decade of digital transition around the globe, India had remained one of the last bastions of print. The circulation of most (English and Indian language) newspapers kept rising over the years. The newspaper industry had seen a sudden turn in its fortunes earlier too, as during and after the global financial crisis of 2008.

But the industry had seen nothing like the sweeping disruption caused by Covid-19. Fears that the newspapers would carry the contagious virus led to housing societies across the country blocking delivery. Some newspapers even temporarily halted production in the last week of March, immediately after the lockdown was imposed. Circulation plummeted and advertising disappeared. As the incidence of Covid-19 waxes and wanes, the block against delivery continues in group housing societies of many cities. Ten months after the crisis of delivery began, digital versions of newspaper and magazines issues are still being emailed free to presumed readers around the country.

The Indian Newspaper Society (INS) said the industry is reeling under a crisis as both advertisement and circulation revenue has dropped considerably. Consultant KPMG has estimated that print media revenues will contract by 38% in FY21, compared with the previous fiscal, buffeted by Covid-linked economic contraction.



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.

With a whopping 60% market share and quality presses ranging in speeds from 25,000 - 85,000 copies per hour, Manugraph presses are present in nearly all major publication houses. Manugraph also has significant presence in the international market. Leading publishers from South America, Europe, Middle East, Asia & the CIS countries have all invested in Manugraph presses.

Manugraph also expanded to manufacture Central Impression Flexo presses for the packaging industry. A first of its kind in India, where European technology is now manufactured in India. The collaboration with Carraro SRL, Italy, has given the world, MANUFLEX, a new generation, 8 colour gearless C.I. Flexo press.

The printing industrys unprecedented crises on account of pandemic, directly affected the Companys turnover and income. The Company faced huge sales decline due to contraction in capex of the newspaper printing houses, shutting of print media companies on account of pandemic and increased focus on digital media. In order to sustain the pandemic effect and digitalization, the Company has undertaken manufacturing of precision engineering components for key vendors in the heavy engineering industry. This kind of job work will increase the turnover gradually by additionally supplying these components to the prominent vendors in India.

To combat the crises of revenue drop, your Company has implemented significant cost reduction measures. During the year, considering high labour cost, huge running expenses, the Company closed operations in Unit 2 at Kadoli, which has not undertaken any manufacturing activity since last 12 months. Similarly, the Company implemented employee separation scheme, re-organisation, and synergies of branches & administrative control.



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 2020-21 or the previous financial year. Your Company did not accept any deposits during the financial year 2020-21.



Manugraph Americas Inc.

Petition under Chapter 11 was filed at the US Bankruptcy court, middle district of Pennsylvania on June 1, 2017. Presently, the proceedings are managed as a debtor in possession under the supervision of the court. Financial Statements of the said subsidiary for the year ended March 2021 has been prepared on a discontinued operations basis. The assets and liabilities have been considered at their fair values.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website viz. www.

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 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 Companys website www.



During the financial year 2020-21, 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.


Change in Registered Office of the Company:

The Board of Directors at their meeting held on November 12, 2020 decided and approve to shift the Registered Office of the Company from 1st Floor, Sidhwa House, N.A. Sawant Marg, Colaba, Mumbai - 400 005 to 2nd Floor, Sidhwa House, N.A. Sawant Marg, Colaba, Mumbai - 400 005 with effect from December 1,2020. The shifting of Registered Office is pursuant to Section 12 of the Companies Act, 2013 and within the local limits of the existing registered office.


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 31,2021 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.



The Board of Directors at their meeting held on June 29, 2020 appointed Mr. Shailesh B. Shirguppi as Additional Whole Time Director (Works) w.e.f. July 1,2020. During the year, the members at the 48th Annual General Meeting held on September 22, 2020 appointed Mr. Shailesh B. Shirguppi as Whole Time Director (Works) of the Company for a period of three years.

Mr. Bhupal B. Nandgave resigned as Whole Time Director (Works) w.e.f. October 7, 2020. The Board placed on record its appreciation of the invaluable contribution and guidance rendered by him to the Company.

Mr. Sanat M. Shah resigned as the Chairman and Non Executive Director of the Company from close of business hours on June 28, 2021. In recognition of the fact that Mr. Shah founded the Company and considering his unmatched contributions, as a mark of respect, the Board (upon recommendation of Nomination & Remuneration Committee) appointed Mr. Sanat M. Shah as Chairman Emeritus with effect from June 29, 2021. In this advisory role, his rich experience and farsightedness will help the Company immensely and his services, guidance and mentorship will be availed from time to time. This position will not carry any remuneration. As Chairman Emeritus, Mr. Sanat Shah will continue to guide the Board and Companys Senior Management.

The Board, upon recommendation of Nomination & Remuneration Committee, at its meeting held on June 28, 2021 designated Mr. Sanjay S. Shah as Chairman & Managing Director and Mr. Pradeep S. Shah as Vice Chairman & Managing Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and Companys Articles of Association, Mr. Sanjay S. Shah 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. Sanjay S. Shah 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 Board at its Meeting held on June 28, 2021, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Madhavi Kilachand (DIN: 00296504) as the Additional Director (Independent) of your Company with immediate effect. Ms. Madhavi Kilachand will hold office as Additional Director (Independent) upto the date of the 49th AGM and subject to the approval of Members at the 49th AGM shall be appointed as Independent Director to hold office for a period of 5 (five) consecutive years from the date of appointment. Notice in writing, proposing her candidature for appointment as Independent Director, under section 160 of the Act has been received by the Company from a Member.

In the opinion of the Board, she brings vast experience, expertise, integrity and proficiency that will provide valuable insights. Accordingly, the Board recommends to the Members, the appointment of aforesaid Independent Director and relevant details pertaining to her appointment are provided in the Notice convening 49th AGM.

The Board based on recommendation of the Nomination & Remuneration Committee and subject to approval of the members of the Company, reappointed Mr. Sanjay S. Shah as Chairman & Managing Director and Mr. Pradeep S. Shah as Vice Chairman & Managing Director for a further period of 3 (three) years with effect from April 01,2022.

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

Mr. Amit Jain resigned as Chief Financial Officer of the Company w.e.f. January 8, 2021. The Board of Directors, upon recommendation of the Nomination and Remuneration Committee appointed / designated Mr. Narendra S. Nagwekar as a Chief Financial Officer with effect from February 11,2021. 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, Mr. Narendra S. Nagwekar, Chief Financial Officer and Mr. Mihir V. Mehta, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2021.


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. 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.



Meetings of the Board:

Four 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 four mandatory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility (CSR) Committee.


Audit Committee

The Audit Committee comprises of Mr. Hiten C. Timbadia (Chairman), Mr. Perses M. Bilimoria and Mr. Abhay J. Mehrotra. 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. Hiten C. Timbadia (Chairman), Mr. Perses M. Bilimoria and Mr. Abhay J. Mehrotra.


Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Perses M. Bilimoria (Chairman), Mr. Sanjay S. Shah and Ms. Basheera J. Indorewala.


Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee comprises of Mr. Pradeep S. Shah (Chairman), Mr. Abhay J. Mehrotra and Mr. Shailesh B. Shirguppi.

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 armss length.

Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 31 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.

The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in conformity with CSR objectives and policy of the Company and in compliance with Section 135 of the Companies Act, 2013, as amended from time to time. The CSR policy may be accessed on the Companys website



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 31,2021 is available on Companys website at



Messrs. Desai Shah & Associates, Chartered Accountants (Firm Regn. No. 118174W) were appointed as the Statutory Auditors of the Company for a period of 2 years at the Annual General Meeting held on September 22, 2020.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.



The Board had appointed M/s. Aashish K. Bhatt & Associates, a Company Secretary in Practice to act as Secretarial Auditor of the Company for the financial year 2020-21. 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 2020-21 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 2021-22.

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 31,2021 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 31,2021.



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:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) 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 31,2021 and of the loss of the Company for the year ended on that date;

(iii) 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;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) 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 397 permanent employees as on March 31,2021.


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 Companys website 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 2020- 21 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 Managements 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 Companys 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, 2021 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 Companys 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 Companys securities, Code of Fair Practices and Disclosure.

The Vigil Mechanism / Whistle Blower Policy have been posted on the website of the Company viz.



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:

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) 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 Companys 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 Companys 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.

For and on behalf of the Board
Sanjay S. Shah
Chairman & Managing Director
Place: Mumbai (DIN: 00248592)
Date: 10-08-2021