Manugraph India : MIL Annual Report 2021-22

Technology in Print

50th Annual Report

2021-22

50th Annual Report 2021-22

MANUGRAPH INDIA LIMITED

(CIN: L29290MH1972PLC015772)

Registered Office: 2nd Floor, Sidhwa House, N.A. Sawant Marg, Colaba, Mumbai - 400 005, India

Phone: [phone] / 57 / 58, Fax: [phone]

Website: www.manugraph.com

BOARD OF DIRECTORS / CHAIRMAN EMERITUS	Audit Committee
Mr. Sanat M. Shah	Chairman Emeritus	Mr. Hiten C. Timbadia, Chairman
Executive Directors		Mr. Perses M. Bilimoria
Mr. Sanjay S. Shah	Chairman & Managing Director	Mr. Abhay J. Mehrotra
Mr. Pradeep S. Shah	Vice Chairman & Managing Director	Mrs. Basheera J. Indorewala (w.e.f. 26.05.2022)
Mr. Shailesh B. Shirguppi	Whole Time Director (Works)

Non-Executive Directors, Independent		Nomination & Remuneration Committee
Mr. Hiten C. Timbadia		Mr. Hiten C. Timbadia, Chairman
Mr. Perses M. Bilimoria		Mr. Perses M. Bilimoria
Mr. Abhay J. Mehrotra		Mr. Abhay J. Mehrotra
Mrs. Basheera J. Indorewala
Ms. Madhavi Kilachand (w.e.f. 28/06/2021)		Stakeholders Relationship Committee
		Mr. Perses M. Bilimoria, Chairman
Chief Financial Officer & Company Secretary	Mr. Sanjay S. Shah
Mr. Mihir Mehta		Mrs. Basheera J. Indorewala
Statutory Auditors		Registrar & Share Transfer Agents
M/s. Desai Shah & Associates		Link Intime India Pvt. Ltd.
Office 623, 6th floor, The Summit Business Bay,	C-101, 247 Park,
Suren Road, Off. Andheri Kurla Road, Andheri (East),	L.B.S. Marg, Vikhroli (West),
Mumbai - 400 093		Mumbai - 400 083, Maharashtra, India.
		Phone: [phone]
Bankers		Fax: [phone]
State Bank of India		Email: [e-mail]
HDFC Bank Ltd.
Investor Grievance E-Mail Id: [e-mail]
50th ANNUAL GENERAL MEETING
Date: September 27, 2022	Day: Tuesday	Time: 12.30 p.m.
Through: Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"),
CONTENTS	Page No.	CONTENTS	Page No.
Notice of 50th Annual General Meeting	02	Consolidated Financial Statements
Directors' Report	23	Independent Auditors' Report	128
Report on Corporate Governance	40	Balance Sheet	136
Management's Discussion & Analysis	62	Profit & Loss Statement	137
Standalone Financial Statements:		Cash Flow Statement	138
Independent Auditors' Report	65	Changes in Equity	140
Balance Sheet	79	Statement of Significant Accounting	142
Profit & Loss Statement	80	Policies and Notes to Financial
Cash Flow Statement	81	Statements
Changes in Equity	83	Statement containing salient features of	190
Statement of Significant Accounting	85	financial statements of Subsidiaries
Policies and Notes to Financial		Financial Highlights	191
Statements

Page 1

AGM Notice

NOTICE is hereby given that the Fiftieth Annual General Meeting of the Members of the Company will be held on Tuesday, September 27, 2022 at 12.30 p.m. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") (hereinafter referred to as "electronic AGM"/ "e-AGM"), to transact the

following businesses.

ORDINARY BUSINESSES:

1. To consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the report of the Auditors thereon and in this regard, pass the following resolution(s) as an Ordinary Resolution(s):
2. 1. "RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2022, the reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted."
   2. "RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Auditors thereon be and are hereby considered and adopted."
3. To appoint a Director in place of Mr. Pradeep S. Shah (DIN: 00248692), who retires by rotation and being eligible, offers himself for re-appointment and in this regard, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT Mr. Pradeep S. Shah (DIN: 00248692) who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."
4. To re-appoint Messrs. Desai Shah & Associates, Chartered Accountants as Statutory Auditors of the Company and in this regard, to pass the following resolution, as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, Messrs. Desai Shah & Associates, Chartered Accountants (ICAI Firm Registration No. 118174W) be re-appointed as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of this Fiftieth Annual General Meeting (AGM) until the conclusion of the Fifty Fifth AGM to be held in the year 2027, at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the audit."
   "FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof), be authorised on behalf of the Company, including but not limited to determine role and

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Annual Report 2021-22

responsibilities/ scope of work of the Statutory Auditors, to negotiate, finalise, amend, sign, deliver and execute the terms of appointment, including any contract or document in this regard and to alter and vary the terms and conditions of remuneration arising out of increase in scope of work, amendments to the Accounting Standards or the Companies Act, 2013 or Rules framed thereunder or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other requirements resulting in any change in the scope of work, etc., without being required to seek any further consent or approval of the Members of the Company and to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary or desirable for the purpose of giving effect to this Resolution and with power to the Board to settle all questions, difficulties or doubts that may arise in respect of the implementation of this Resolution."

SPECIAL BUSINESSES:

4. To consider, and if thought fit, to pass with or without modification(s) the following resolution as

Special Resolution(s):

"RESOLVED THAT pursuant to provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any amendments / re-enactments thereof), the Articles of Association of the Company and recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution), Mrs. Basheera J. Indorewala (DIN: 07294515), who holds the office of Independent Director up to February 6, 2023 and being eligible, has submitted a declaration that she meets the criteria of Independence under Section 149(6) of the Act and the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office as such for a period of five years commencing from February 7, 2023."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Page 3

AGM Notice

1. To consider, and if thought fit, to pass with or without modification(s) the following resolution as
   Special Resolution(s):
   "RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and such other laws/regulations, approvals, consents and permissions being obtained from the appropriate authorities to the extent applicable and necessary, including consent from banks/financial institutions, approval of the members of the Company is hereby accorded to the Board of Directors of the Company (hereinafter called 'the Board' which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers conferred by this resolution and with the powers to delegate such authority to any person or persons) to sell / transfer / dispose off the Company Unit 2 situated at Land bearing Gat No. 1146 and 1147, Survey No. 298, Village Kodoli, Tehsil Panhala, District Kolhapur, in the State of Maharashtra ("Undertaking"), together with all specified tangible and intangible assets, including land, plant and machinery and any other assets in relation to the Undertaking at such considerations and on such terms and conditions including any modifications as may be deemed fit by the Board."
   "RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to finalise and execute necessary documents including but not limited to agreements, deeds of assignment / conveyance, memorandum of understanding and other ancillary documents, with effect from such date and in such manner as is decided by the Board to do all such other acts, deeds, matters and things as they may deem necessary and/or expedient to give effect to the above Resolution including without limitation, to settle any questions, difficulties or doubts that may arise in regard to sale and transfer of the Undertaking as they may in their absolute discretion deem fit."
   "RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company with power to delegate to any Officers of the Company, with authorities as required, affixing the Common Seal of the Company on agreements/ documents, arranging delivery and execution of contracts, deeds, agreements and instruments."
2. To consider, and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution(s):
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if

Page 4