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Manugraph India Ltd.

BSE: 505324 Sector: Engineering
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OPEN 14.60
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Mkt Cap.(Rs cr) 44
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Buy Qty 549.00
Sell Price 14.80
Sell Qty 154.00
OPEN 14.60
CLOSE 14.75
52-Week high 22.95
52-Week low 10.73
Mkt Cap.(Rs cr) 44
Buy Price 14.55
Buy Qty 549.00
Sell Price 14.80
Sell Qty 154.00

Manugraph India Ltd. (MANUGRAPH) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting this Forty NinthDirectors' Report together with the audited Annual Accounts of the Company for thefinancial year ended March 312021.



The highlights of the financial position for the year underreview 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 hasnot recommended dividend on the equity shares of the Company.



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



Your directors have analyzed Company's operations andfinancials in detail in Management's Discussion and Analysis.



Through more than a decade of digital transition around theglobe 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 newspaperindustry had seen a sudden turn in its fortunes earlier too as during and after theglobal financial crisis of 2008.

But the industry had seen nothing like the sweeping disruptioncaused by Covid-19. Fears that the newspapers would carry the contagious virus led tohousing societies across the country blocking delivery. Some newspapers even temporarilyhalted 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 andwanes the block against delivery continues in group housing societies of many cities. Tenmonths after the crisis of delivery began digital versions of newspaper and magazinesissues are still being emailed free to presumed readers around the country.

The Indian Newspaper Society (INS) said the industry is reelingunder a crisis as both advertisement and circulation revenue has dropped considerably.Consultant KPMG has estimated that print media revenues will contract by 38% in FY21compared with the previous fiscal buffeted by Covid-linked economic contraction.



In India Manugraph is the largest manufacturer of web offsetpresses. Excellent leadership highly skilled workforce and a well focused approach hasled Manugraph to achieving the goal of being the leader in the niche 4-page NewspaperOffset Printing Press market. Manugraph owes its strong position as a supplier of choicenot only to its technical competence but also to its clear orientation towards thecustomer needs.

With a whopping 60% market share and quality presses ranging inspeeds from 25000 - 85000 copies per hour Manugraph presses are present in nearly allmajor publication houses. Manugraph also has significant presence in the internationalmarket. Leading publishers from South America Europe Middle East Asia & the CIScountries have all invested in Manugraph presses.

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

The printing industry's unprecedented crises on account ofpandemic directly affected the Company's turnover and income. The Company faced hugesales decline due to contraction in capex of the newspaper printing houses shutting ofprint media companies on account of pandemic and increased focus on digital media. Inorder to sustain the pandemic effect and digitalization the Company has undertakenmanufacturing of precision engineering components for key vendors in the heavy engineeringindustry. This kind of job work will increase the turnover gradually by additionallysupplying these components to the prominent vendors in India.

To combat the crises of revenue drop your Company hasimplemented significant cost reduction measures. During the year considering high labourcost huge running expenses the Company closed operations in Unit 2 at Kadoli which hasnot undertaken any manufacturing activity since last 12 months. Similarly the Companyimplemented employee separation scheme re-organisation and synergies of branches &administrative control.



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



There were no outstanding deposits within the meaning ofSections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules2014 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 courtmiddle district of Pennsylvania on June 1 2017. Presently the proceedings are managed asa debtor in possession under the supervision of the court. Financial Statements of thesaid subsidiary for the year ended March 2021 has been prepared on a discontinuedoperations basis. The assets and liabilities have been considered at their fair values.

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

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

In accordance with the third proviso to Section 136(1) of theCompanies Act 2013 the Annual Report of the Company containing therein its standalonefinancial statements and the consolidated financial statements and all other documentsrequired to be attached thereto has been hosted on its website Furtherin accordance with the fourth proviso to the said section the audited annual accounts ofthe said subsidiary company have been hosted on the Company's website www.



During the financial year 2020-21 there was no change inauthorised subscribed issued and paid up capital of the Company.

Your Company has not issued any shares with differential rightsas to dividend voting or otherwise.


Change in Registered Office of the Company:

The Board of Directors at their meeting held on November 122020 decided and approve to shift the Registered Office of the Company from 1st FloorSidhwa 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 12020. The shifting ofRegistered Office is pursuant to Section 12 of the Companies Act 2013 and within thelocal limits of the existing registered office.


Events occurring after the Balance Sheet date:

There have been no other material changes and commitmentsaffecting the financial position of the Company which have occurred between March 312021and 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 theListing 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 2020appointed Mr. Shailesh B. Shirguppi as Additional Whole Time Director (Works) w.e.f. July12020. During the year the members at the 48th Annual General Meeting held onSeptember 22 2020 appointed Mr. Shailesh B. Shirguppi as Whole Time Director (Works) ofthe 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 invaluablecontribution and guidance rendered by him to the Company.

Mr. Sanat M. Shah resigned as the Chairman and Non ExecutiveDirector of the Company from close of business hours on June 28 2021. In recognition ofthe fact that Mr. Shah founded the Company and considering his unmatched contributions asa mark of respect the Board (upon recommendation of Nomination & RemunerationCommittee) appointed Mr. Sanat M. Shah as 'Chairman Emeritus' with effect from June 292021. In this advisory role his rich experience and farsightedness will help the Companyimmensely 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 willcontinue to guide the Board and Company's Senior Management.

The Board upon recommendation of Nomination & RemunerationCommittee 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 Directorof the Company.

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

The Board at its Meeting held on June 28 2021 based on therecommendation of the Nomination and Remuneration Committee appointed Ms. MadhaviKilachand (DIN: 00296504) as the Additional Director (Independent) of your Company withimmediate effect. Ms. Madhavi Kilachand will hold office as Additional Director(Independent) upto the date of the 49th AGM and subject to the approval ofMembers at the 49th AGM shall be appointed as Independent Director to holdoffice for a period of 5 (five) consecutive years from the date of appointment. Notice inwriting proposing her candidature for appointment as Independent Director under section160 of the Act has been received by the Company from a Member.

In the opinion of the Board she brings vast experienceexpertise integrity and proficiency that will provide valuable insights. Accordingly theBoard recommends to the Members the appointment of aforesaid Independent Director andrelevant details pertaining to her appointment are provided in the Notice convening 49thAGM.

The Board based on recommendation of the Nomination &Remuneration Committee and subject to approval of the members of the Company reappointedMr. Sanjay S. Shah as Chairman & Managing Director and Mr. Pradeep S. Shah as ViceChairman & Managing Director for a further period of 3 (three) years with effect fromApril 012022.

The necessary resolutions for appointments / re-appointments asaforesaid have been included in the Notice of the forthcoming AGM for the approval of themembers.


Key Managerial Personnel

Mr. Amit Jain resigned as Chief Financial Officer of theCompany w.e.f. January 8 2021. The Board of Directors upon recommendation of theNomination and Remuneration Committee appointed / designated Mr. Narendra S. Nagwekar as aChief Financial Officer with effect from February 112021. Pursuant to the provisions ofSection 203 of the Act Mr. Sanjay S. Shah Chairman & Managing Director Mr. PradeepS. Shah Vice Chairman & Managing Director Mr. Narendra S. Nagwekar Chief FinancialOfficer and Mr. Mihir V. Mehta Company Secretary are the Key Managerial Personnel of theCompany as on March 312021.


Declaration of Independence

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

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


Board Evaluation

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


Appointment & Remuneration Policy for Directors KeyManagerial Personnel and Senior Management Employees

The Chairman and Managing Director Managing Director and WholeTime Directors (Works) are paid remuneration by way of salary benefits perquisites andallowances. Annual compensation changes are decided by the Nomination and RemunerationCommittee after considering overall business performance within the salary scale approvedby the Board and Shareholders.

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


Non Executive Directors

The Non Executive Directors ('NED') are paid remuneration byway of Sitting Fees. During the year the Company paid sitting fees of Rs. 15000/- permeeting to the NEDs for attending meetings of the Board Audit Committee and Meeting ofIndependent Directors and Rs. 9000/- per meeting to the NEDs for attending Nomination& Remuneration Committee meeting.


Executive Directors

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


Management Staff

Remuneration of employees largely consists of basicremuneration perquisites allowances and performance incentives. The components of thetotal remuneration vary for different grades and are governed by industry patternsqualifications and experience of the employee responsibilities handled by him his annualperformance etc.



Meetings of the Board:

Four Board Meetings were held during the year the details ofwhich are given in the Corporate Governance Report forming part of the Annual Report. Thegap between any two Board Meetings was not more than one hundred and twenty days therebycomplying with applicable statutory requirements.



With a view to have a more focused attention on business andfor better governance and accountability the Board has four mandatory committees viz.Audit Committee Stakeholders Relationship Committee Nomination & RemunerationCommittee 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 therecommendations made by the Audit Committee were accepted by the Board. All the members ofthe 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. PersesM. Bilimoria (Chairman) Mr. Sanjay S. Shah and Ms. Basheera J. Indorewala.


Corporate Social Responsibility (CSR) Committee

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

A detailed note on functions and roles of each of theCommittees are provided separately under Corporate Governance Report of this AnnualReport.



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

The Company has not entered into any transaction of a materialnature with the promoters directors or the management their subsidiaries or relativesetc. that may have potential conflict with the interests of the Company at large. Alltransactions with related parties are in ordinary course of business and at arms's length.

Attention of members is drawn to the disclosure of transactionswith related parties set out in Note No. 31 of Standalone Financial Statements formingpart of the Annual Report.

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



Your Company has been involved in social welfare activitiesfrom time to time and firmly believes in making lasting impact towards creating a justequitable humane and sustainable society. The Company lays special emphasis on educationand vocational training of youth including females in the local community for theireconomic empowerment.

The CSR Committee has confirmed that the implementation andmonitoring of CSR Policy is in conformity with CSR objectives and policy of the Companyand in compliance with Section 135 of the Companies Act 2013 as amended from time totime. The CSR policy may be accessed on the Company's website



Pursuant to Section 92(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return for the financialyear ended March 312021 is available on Company's website at



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

The Auditors have confirmed that they are not disqualified fromcontinuing 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' Reportdoes not contain any qualification reservation adverse remark or disclaimer.



The Board had appointed M/s. Aashish K. Bhatt & Associatesa Company Secretary in Practice to act as Secretarial Auditor of the Company for thefinancial year 2020-21. The Report of the Secretarial Audit is annexed herewith as'Annexure B'. The qualifications / observations / remarks in the Secretarial Audit Reportfor the financial year 2020-21 are self explanatory.



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



As per Section 148 of the Companies Act 2013 read withNotifications / Circulars issued by the Ministry of Corporate Affairs from time to timethe Company is required to have the audit of its cost records conducted by a CostAccountant. The Board of Directors of the Company has on the recommendation of the AuditCommittee approved the appointment of M/s. C.S. Adawadkar & Co. Cost Accountants toconduct 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 daysfrom the end of the financial year. The Cost Audit Report for the financial year endedMarch 312021 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 andmaintained cost records for the financial year ended March 312021.



During the year under review neither the Statutory Auditorsnor the Secretarial Auditors or Cost Auditors has reported to the Audit Committee anyinstances of fraud pursuant to section 143(12) of the Companies Act 2013 committedagainst the Company by its officers or employees of the Company.



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

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

(ii) that such accounting policies have been selected andapplied consistently and judgment and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 312021 and of the loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

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

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

(vi) that systems to ensure compliance with the provisions ofall applicable laws were in place and were adequate and operating effectively.



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



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

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



The relations with workers during the year were cordial. TheCompany is striving hard to negotiate with its workers union for settlement.

Your Company is committed to provide a healthy and safe workenvironment free from accidents injuries and occupational health hazards.

The Company had a total of 397 permanent employees as on March312021.


Particulars of Employees

Disclosures with respect to the remuneration of Directors andemployees 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 beenappended as Annexure A to this report. Details of employees remuneration as required underprovisions of Section 197 of the Companies Act 2013 and Rule 5(2) and 5(3) of the Rulesare available at the Registered Office of the Company during working hours 21 days beforethe Annual General Meeting and shall be made available to any shareholder on request. Suchdetails are also available on your Company's website None of theemployees listed in the said Annexure are related to any Director of the Company.

The Company states that there are no employees (other thanManaging Directors) employed throughout the financial year 2020- 21 and drawing a salaryof Rs. 1.02 crore per annum or more or employed for part of the year and in receipt ofremuneration of Rs. 8.50 Lakhs or more per month as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The details of salary paid to Managing Directors arepart of Corporate Governance Report forming part of this Report.



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



In a rapidly changing business environment companies inprinting industry face numerous risks that impact their businesses. It is thereforeimperative to identify and address these risks and at the same time leverage opportunitiesfor achieving business objectives.

To establish and maintain a system of risk management andinternal control the Board periodically reviews the risk management system andmaintenance of a risk profile (both financial and non-financial risks).

A brief report on risk evaluation and management is providedunder Management's Discussion and Analysis Report forming part of this Annual Report.



The Company has an internal financial control systemcommensurate with the size scale and complexity of its operations. The internal controlsover financial reporting have been identified by the management and are checked foreffectiveness across all locations and functions by the management and tested by theAuditors on sample basis. The controls are reviewed by the management periodically anddeviations if any are reported to the Audit Committee periodically.

The Internal Control Systems are being constantly updated withnew / revised standard operating procedures.

Based on the information provided nothing has come to theattention of the Directors to indicate that any material breakdown in the function ofthese controls procedures or systems occurred during the year under review. There havebeen no significant changes in the Company's internal financial controls during the yearthat have materially affected or are reasonably likely to materially affect its internalfinancial controls.

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



There have been no other material changes and commitmentsaffecting the financial position of the Company which have occurred between March 31 2021and the date of this Report other than those disclosed in this Report. There has been nochange in the nature of business of your Company.



The Company's vigil mechanism /Whistle blower Policy aims toprovide the appropriate platform and protection for Whistle blowers to report instances ofany actual or suspected incidents of unethical practices violation of applicable laws andregulations including the Integrity Code Code of Conduct for Prevention of InsiderTrading in Company's securities Code of Fair Practices and Disclosure.

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



The Company has in place policy on Sexual Harassment atworkplace. Internal Complaints Committees have been constituted in compliance with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redresscomplaints received if any regarding sexual harassment. All employees are covered underthis policy. The Company is in compliance of the provisions of the said Act. The detailsof 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 financialyear - Nil



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



Statements in the Directors' Report & Management Discussionand Analysis describing the Company's objectives projections estimates expectations orpredictions may be forward looking statements. Actual results could differ materially fromthose expressed or implied. Important factors that could make difference to the Company'soperations include cyclical demand changes in government regulations tax regimeseconomic development and other ancillary factors.



The Directors places on record its appreciation and acknowledgethe support and assistance extended to us by State Government Statutory AuthoritiesTribunals and local bodies customers bankers stock exchanges business associatesfinancial institutions and investors.

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