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Directors Report of Manugraph India Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors have the pleasure in presenting this Forty Sixth Directors'' Report together with the audited Annual Accounts of the Company for the financial year ended March 31, 2018.

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
	2017-18	2016-17	2017-18	2016-17
Total Income	19,913.89	29,305.67	19,911.83	29,256.94
Total Expenses	20,256.03	29,331.79	20,257.31	29,329.38
Profit / (Loss) before Taxation	(342.14)	(26.12)	(345.48)	(72.44)
Exceptional Items	(1,500.00)	(4,196.29)	-	144.49
Tax Expense	193.59	173.16	193.58	173.15
Profit/(Loss) from Discontinued Operations after Tax	-	-	(862.64)	(3,436.29)
Profit / (Loss) after Taxation	(2,035.73)	(4,395.57)	(1,401.70)	(3,537.39)
Other Comprehensive Income	139.35	(1.16)	139.73	(9.24)
Total Comprehensive Income for the year, Net of Taxes	(1,896.38)	(4,396.73)	(1,261.97)	(3,546.63)
Earnings Per Share (in Rs,) (basic & considering exceptional items)	(6.69)	(14.45)	(1.77)	(0.33)

DIVIDEND

Your Directors are pleased to recommend Dividend at 30% (Rs, 0.60/- per Equity Share of Rs, 2/- each) on equity shares for the year ended March 31, 2018, subject to the approval of shareholders at the ensuing annual general meeting of the Company. The Dividend distribution would result in cash outflow of Rs, 220.68 Lakhs (including Dividend Distribution Tax).

OPERATIONS AND FINANCE

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

PRINTING INDUSTRY

Printing industry slowed down with the global economic meltdown & inflation. Due to digital media, the paper printing industry weakened. The worldwide newspaper industry is facing year after year of shrinking advertising and circulation revenues of printed newspapers. Publishers are moving out of the traditional newsgathering role by adopting an ''online-first'' approach. This shift has caused the decline in the demand of printing machineries.

Maintaining existing customer base, servicing them with the goal of retaining their business is imperative.

COMPANY

Motivating management practices, 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 develops strong business partnerships with clients, providing most satisfactory after-sale services on a continuous basis.

In India, Manugraph ranks as Numero Uno in the manufacture of web offset presses. With a whopping 60% market share and quality presses ranging in speeds from 35,000 - 70,000 copies per hour, Manugraph presses are present in nearly all major publication houses.

Manugraph has significant presence in the international market too. Leading publishers from South America, Europe, Middle East, Asia & the CIS countries have all invested in Manugraph presses.

Operations for the year was affected due to strike by workmen for about 4 months which has severely impacted the financials. Your Company continues to face challenging external scenario including demand.

Your Company successfully entered into the business of CI Flexo packaging printing machine during the year. The Company foresees a very good demand of package printing machines in India.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ''SEBI Listing Regulations''), the management''s discussion and analysis is set out in this Annual Report.

PUBLIC / FIXED DEPOSITS

Your Company has not accepted any public / fixed deposits during the year and as such no amount of interest and principal deposit was outstanding as on the balance sheet date.

SUBSIDIARIES Manugraph Americas Inc.

The Printing industry in America has been going through very challenging times over the last decade, mainly due to the spread of electronic media and green initiatives coupled with pricing disadvantages.

Under the circumstances, there has been severe strain in the operations and financials of the wholly owned subsidiary company Manugraph Americas Inc. over the years. The operations were substantially scaled down and were carried out on a cash neutral basis. Over the years, we also managed to reduce the exposure to debts significantly. However, considering that there were no new orders for presses over the past 12 months and no clear visibility of any forthcoming cases, the management decided to voluntarily wind up the operations. Accordingly, a 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. As of March 2018, substantially all the movable assets have been disposed off. A realtor has been appointed for sale of the property and the same has been listed. Accounts for the year ended March 2018 has been prepared on a discontinued operations basis. Accordingly, the equity value has been fair valued and necessary provision for impairment has been made in the accounts.

Constrad Agencies (Bombay) Pvt. Ltd.

During the year, there was no major business activity in the Company. The Holding Company viz. Manugraph India Limited invested Rs, 20 Lakhs in this subsidiary company to enable the subsidiary company to meets is routine administrative expenses.

A report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the Companies Act, 2013 is provided after Consolidated Financial Statements. 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 each of the said subsidiary companies are given in the statement containing the salient features of the financial statements of the said subsidiary companies of the 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 each of the said subsidiary companies of the Company have been hosted on the Company''s website www.manugraph.com.

Any shareholder interested in obtaining a physical copy of the aforesaid financial statements may write to the Company Secretary at the Registered Office of the Company. Further, please note that the said financial statements will also be available for inspection by the Members of the Company at the Registered Office of the Company during business hours from 11.00 a.m. to 1.00 p.m. on all working days except Saturdays, Sundays, Bank Holidays and National Holidays.

BOARD OF DIRECTORS

The Board of Directors on the recommendation of the Nomination & Remuneration Company, appointed Mrs. Basheera Indorewala as an Additional Independent Director of the Company w.e.f. February 7, 2018. A brief profile of Mrs. Indorewala is provided in the notice convening the ensuing Annual General Meeting (''AGM'').

Mrs. Indorewala holds office only up to the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mrs. Indorewala''s appointment as a Director.

Necessary declaration has been received from Mrs. Basheera Indorewala that she meets the criteria of Independence prescribed under Section 149(6) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Your Directors recommend the appointment of Mrs. Basheera Indorewala as an Independent Director for a period of 5 years, not liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and Company''s Articles of Association, Mr. Sanjay S. Shah retires by rotation and is eligible for re-appointment. The Board recommends his re-appointment. None of the independent directors are due for retirement.

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.

Declaration of Independence

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria prescribed for independence under the applicable laws and in the opinion of the Board, all the Independent Directors of the Company meet the said criteria.

Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Board of Directors has expressed their satisfaction with the evaluation process. The evaluation parameters and the process have been explained in the Corporate Governance Report.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company''s policy on Board Evaluation.

Appointment & Remuneration Policy

The Board of Directors had reviewed Policy for Appointment of Directors and Senior Management and Evaluation of Directors'' Performance, copy of which is placed on the website of the Company viz. www.maugraph.com.

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 '' 15,000/- per meeting to the NEDs for attending meetings of the Board & Audit Committee and '' 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, allowances and commission. Salary is paid within the range fixed by the members of the Company.

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

Four Board Meetings were held during the year and the gap between any two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements. The meetings were held on May 26, 2017, September 14, 2017, November 23, 2017, and February 7, 2018.

Board Committees

As on March 31, 2018, the Board had four committee viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility (CSR) Committee. A detailed note on composition, functions and roles of each of the Committees are provided separately under Corporate Governance Report of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons or entities which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company aims to further the socio economic welfare to the lesser privileged and to those in need through its CSR activities. Your Company lays special emphasis on education and vocational training of youth including females in the local community for their economic empowerment. In order to achieve this objective your Company continues to support Industrial Training Institutes.

Apart from the above, the Company provides education and other loans to employees which enable their children for higher education.

Since the Company has not earned profits in the previous financial year, the Company is not mandatorily required to contribute towards CSR activities. The Annual Report on our CSR Activities is appended as ''Annexure A'' to this report.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is available on the website of the Company viz. www. manugraph.com.

STATUTORY AUDITORS

The members of the Company at its Annual General Meeting held on August 27, 2014 have appointed M/s. Natvarlal Vepari & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office up to the conclusion of the fifth consecutive annual general meeting of the Company.

M/s. Natvarlal Vepari & Co. has confirmed their eligibility as Statutory Auditors. M/s. Natvarlal Vepari & Co. has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The report of the auditors to the shareholders is a part of the Annual Report. The notes to the Accounts, that are a part of the financial statements, are self-explanatory and need no further clarifications or explanations.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the relevant provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company 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 2017-18. The Report of the Secretarial Audit is annexed herewith as ''Annexure C''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board has appointed M/s. C.S. Adawadkar & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2017-18.

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, 2017 was filed within the due date and for March 31, 2018 will be filed within the prescribed period.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2018, 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, 2018 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; and

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

CORPORATE GOVERNANCE

The Company believes that sound corporate governance is a key element for enhancing and retaining the trust of investors and various other stakeholders. The Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. Corporate Governance is a journey for constantly improving sustainable value creation.

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

Employees are vital to the Company. Your Company considers that ''the power of knowledge engineering'' is powered by its people. To achieve its aim of attracting, retaining and developing a committed workforce, your Company sustained various growth and developments initiatives during the year. However, Long-term settlement agreement with workers has delayed because of very high demand for hike in already high wage levels. The Company is at advance stage of negotiations for settlement with the Labour Union.

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 996 permanent employees as on March 31, 2018.

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 B to this report. Details of employee 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.

The Company states that there are no employees (other than Managing Directors) employed throughout the financial year 2017-18 and drawing a salary of '' 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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the 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 a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs).

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

WHISTLE BLOWER POLICY

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company''s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

The Whistle Blower Policy has 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 set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the year, there were no complaints relating to sexual harassment.

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 D''.

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

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on behalf of the Board

Place : Mumbai Sanat Shah

Date : May 24, 2018 Chairman

Mar 31, 2017

Dear Members,

The Directors have the pleasure in presenting this Forty Fifth Directorsâ Report together with the audited Annual Accounts of the Company for the financial year ended March 31, 2017.

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
	2016-17	2015-16	2016-17	2015-16
Total Income	26208.23	27734.97	33370.34	32155.81
Total Expenses	26244.22	27073.17	33272.69	31272.78
Profit / (Loss) before Taxation	(35.99)	661.80	97.65	883.03
Exceptional Items	(4195.88)	(308.00)	144.90	(308.00)
Tax Expense	172.98	(244.52)	3788.97	(64.03)
Profit / (Loss) after Taxation	(4404.85)	598.32	(3546.42)	639.06
Earnings Per Share (in Rs.) (basic & considering exceptional items)	(14.48)	1.97	(11.66)	2.10

DIVIDEND

Your Directors are pleased to recommend Dividend at 25% (Rs.0.50/- per Equity Share of Rs.2/- each) on equity shares for the year ended March 31, 2017, subject to the approval of shareholders at the ensuing annual general meeting of the Company. The Dividend distribution would result in cash outflow of Rs.183.04 Lakhs (including Dividend Distribution Tax).

OPERATIONS AND FINANCE

Your directors have analyzed Companyâs operations and financials in detail in Managementâs Discussion and Analysis.

PRINTING INDUSTRY

Globally, particularly in the western countries, the increasing use of the Internet, primarily through large engines has changed the habits of readers. Instead of perusing general interest publications, such as newspapers, readers are more likely to seek particular writers, blogs or sources of information through targeted searches, thereby reducing dependency on newspaper for gathering news.

At a time when newspapers across the globe are struggling, Indiaâs print media industry will see some steady growth. The growth driver, though, is the regional media as opposed to English language dailies. . Vernacular or local language print media will continue to grow, according to a report by India Ratings and Research, a credit ratings agency and a unit of Fitch Ratings. This growth rate will be higher than that of the English language print media, it said, without specifying exact numbers. Vernacular newspapers and magazines will overshadow the English print media, which is likely to continue facing headwinds from the growing acceptance of digital media content.

COMPANY

Manugraph owes its strong position as a supplier of choice not only for its technical competence, but also for its clear orientation towards the customer needs. Once functionality and timing are agreed upon, the client could relax, knowing well Manugraph would deliver quality presses exactly as agreed upon, right on time. Manugraph develops strong business partnerships with clients, providing most satisfactory after-sale services on a continuous basis.

The performance of the Company during the financial year 2016-17 remained subtle. Your Company continues to face challenging external scenario including demand.

MANAGEMENTâS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as âSEBI Listing Regulationsâ), the managementâs discussion and analysis is set out in this Annual Report.

PUBLIC / FIXED DEPOSITS

Your Company has not accepted any public / fixed deposits during the year and as such no amount of interest and principal deposit was outstanding as on the balance sheet date.

SUBSIDIARIES

Manugraph Americas. Inc

The US economy in general, turned in the weakest performance as consumers sharply slowed their spending. The newspaper industry has faced dropping newsprint prices, slumping ad sales, significant loss of classified advertising and precipitous drops in circulation. In recent years, the number of newspapers slated for closure, bankruptcy or severe cutbacks has risen, where the industry has shed significant number of its journalists since 2001. Revenue has plunged while competition from Internet media has squeezed print publishers.

During the year under review, Companyâs subsidiary has performed well despite slowdown in the global economies. However, the performance has deteriorated in the second half mainly due to lack of orders. The Company is in the process of evaluating the strategy and business model in US and take necessary restructuring actions. During the year under review, the company has made a provision for impairment of investment in this subsidiary for a value of Rs.4500 lakhs, based on an independent assessment.

The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013, prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Auditors report to the shareholders does not contain any qualification, observation or adverse comment.

The Annual financial statements of the subsidiaries and related detailed information will be kept at the registered office of the Company and will also be available to investors seeking information at any time.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Companyâs Articles of Association, Mr. Sanat M. Shah retires by rotation and is eligible for re-appointment. The Board recommends his re-appointment. None of the independent directors are due for retirement.

Brief profile of Mr. Sanat M. Shah proposed to be re-appointed as Director of the Company is provided in the notice convening the ensuing Annual General Meeting.

Board Evaluation

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Companyâs policy on Board Evaluation.

Appointment & Remuneration Policy

The Board of Directors had reviewed Policy for Appointment of Directors and Senior Management and Evaluation of Directorsâ Performance, annexed as âAnnexure Aâ.

Non Executive Directors

The Non Executive Directors 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 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, allowances and commission. Salary is paid within the range fixed by the members of the Company.

Management Staff

DISCLOSURES

Meetings of the Board

Four Board Meetings were held during the year and the gap between any two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements. The meetings were held on May 26, 2016, August 4, 2016, October 26, 2016 and February 9, 2017.

Board Committees

Audit Committee Mr. Hiten C. Timbadia, Chairman

Mr. Perses M. Bilimoria

Mr. Abhay J. Mehrotra

Stakeholders Relationship Committee

Mr. Perses M. Bilimoria, Chairman

Mr. Sanjay S. Shah

Mrs. Sohni H. Daswarn

Nomination & Remuneration Committee

Mr. Hiten C. Timbadia, Chairman

Mr. Perses M. Bilimoria

Mr. Abhay J. Mehrotra

CSR Committee

Mr. Pradeep S. Shah, Chairman

Mr. Bhupal B. Nandgave

Mr. Abhay J. Mehrotra

The details of various functions / role are provided separately under Corporate Governance Report of this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons or entities which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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)

Apart from the above, the Company provides education and other loans to employees which enable their children for higher education.

Since the Company has not earned average net profits in the last three financial years, the Company is not mandatorily required to contribute towards CSR activities. However, the Company spent Rs.5 Lakh towards health care and rehabilitation. The Annual Report on our CSR Activities is appended as âAnnexure Bâ to this report.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as âAnnexure Câ.

AUDITORS

The members of the Company at its Annual General Meeting held on August 27, 2014 have appointed M/s. Natvarlal Vepari & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office upto the conclusion of the fifth consecutive annual general meeting of the Company.

In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Natvarlal Vepari & Co. as statutory auditors of the Company is placed for ratification by the shareholders.

M/s. Natvarlal Vepari & Co. has confirmed their eligibility for re-appointment as Statutory Auditors. M/s. Natvarlal Vepari & Co. has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

DIRECTORSâ RESPONSIBILITY STATEMENT

(i) that in the preparation of the annual financial statements for the year ended March 31, 2017, 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, 2017 and of the loss of the Company for the year ended on that date;

(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.

CORPORATE GOVERNANCE

The Companyâs philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

HUMAN RESOURCES

Employees are vital to the Company. Your Company considers that âthe power of knowledge engineeringâ is powered by its people. To achieve its aim of attracting, retaining and developing a committed workforce, your Company sustained various growth and developments initiatives during the year. However, Long-term settlement agreement with workers has delayed because of very high demand for hike in already high wage levels. The Company is at advance stage of negotiations for settlement with the Labour Union.

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 1013 permanent employees as on March 31, 2017.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as âAnnexure Dâ.

The Company states that there are no employees (other than Managing Directors) employed throughout the financial year 201617 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.

SECRETARIAL AUDIT

M/s. Aashish K. Bhatt & Associates, a Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act, 2013 and Rules framed thereunder. The Report of the Secretarial Audit is annexed herewith as âAnnexure Eâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

Risks are an integral part of any business and the risk profile, to a great extent, depends on the climatic conditions, economic and business conditions and the markets and customers we serve.

A brief report on risk evaluation and management is provided under Managementâs Discussion and Analysis Report forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate systems for internal control that are commensurate with its size and the nature of operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information complying with applicable statutes, safeguarding assets from unauthorised use or losses executing transactions with proper authorisation and ensuring compliance of corporate policies.

To have a strong monitoring system in place, the Audit Committee reviews internal control systems. The Company has also appointed an independent Internal Audit Firms. These firms of Independent Chartered Accountants conduct audits on the basis of Annual Audit Plan, as approved by the Audit Committee of the Board, covering the factories and Office of the Company. The objective of such audits is to ensure adequacy of internal control systems and processes, adherence to the Companyâs policies and guidelines and compliance with applicable statutes.

These audits also determine whether adequate controls are in place to mitigate risks. Internal Audit has a follow-up process in place to verify the implementation of recommendations made.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner about all protected disclosures concerning unethical matters involving serious malpractice, abuse or wrongdoing within the organisation.

The WB Policy also provides for adequate safeguards against victimization of Director(s) / Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has 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

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

CAUTIONARY STATEMENT

Statements in the Directorsâ Report & Management Discussion and Analysis describing the Companyâs 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 Companyâs operations include cyclical demand, changes in government regulations, tax regimes, economic development and other ancillary factors.

APPRECIATIONS

For and on behalf of the Board

Sd/-

Sanat Shah

Chairman

Place: Mumbai

Date: 26-May-2017.

Mar 31, 2016

Dear Members,

The Directors have the pleasure in presenting this Forty Fourth Directors'' Report together with the audited Annual Accounts of the Company for the financial year ended March 31, 2016.

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
Particulars	2015-16	2014-15	2015-16	2014-15
Total Income	27734.97	22190.82	32155.81	26565.08
Total Expenses	27073.17	23323.66	31272.78	27519.09
Profit before Taxation	661.80	(1132.84)	883.03	(954.01)
Exceptional Item (Compensation under Voluntary Retirement Scheme)	308.00	-	308.00	-
Tax Expense	(244.52)	(58.79)	(64.03)	39.03
Profit after Taxation	598.32	(1074.05)	639.06	(993.04)
Earnings Per Share (in Rs.) (basic & considering exceptional items)	1.97	(3.53)	2.10	(3.26)

DIVIDEND

Your Directors are pleased to recommend Dividend at 50% (Rs.1.00/- per Equity Share of Rs.2/- each) on equity shares for the year ended March 31, 2016, subject to the approval of shareholders at the ensuing annual general meeting of the Company. The Dividend distribution would result in cash outflow of Rs.366.08 Lakhs (including Dividend Distribution Tax).

OPERATIONS AND FINANCE

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

PRINTING INDUSTRY

India is one of the largest markets for newspapers. 17 newspapers out of the world''s top 100 newspapers (based on circulation) are published in India. However, the printing industry is highly fragmented. The newspapers and magazine publishing section has the large printers mainly apart from a few in package, label and commercial printing. There is an ample opportunity for the printing sector in India because of large English knowing young population, increase in literacy rate, increase in life span (older people read more) and increase in number of smaller households (nuclear families) have led to a revolution in the printing industry.

Printing sector has evolved from a manufacturing industry into a service industry in India. The web-offset technique has entrenched itself in the newspaper industry worldwide because of its efficiency and speed and its adaptability to the latest technology and attachments. The Indian printing and newspaper industry has been equipping print plants to meet continuous and constant demand for printed materials in the form of vernacular editions of newspapers/news magazines, textbooks, workbooks, and exercise books.

COMPANY

The Company''s ability to get engaged with its clients at an early stage of their projects/expansion, providing better services and customized programs that help clients communicate more effectively, has resulted in decent growth in the current financial year over the previous financial years. This performance is particularly commendable when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, a sluggish macro-economic environment.

Your Company continues to face challenging external scenario including demand. However, with strengthening of its research, development and technical support mechanism, the Company is striving for more growth by developing new businesses.

MANAGEMENT''S DISCUSSION AND ANALYSIS

PUBLIC / FIXED DEPOSITS

Your Company has not accepted any public / fixed deposits during the year and as such no amount of interest and principal deposit was outstanding as on the balance sheet date.

SUBSIDIARIES

During the year under review, Company''s subsidiary has performed well despite slowdown in the global economies.

Performance of the wholly owned subsidiary company Manugraph Americas Inc. has been very satisfactory during the year. The company earned positive EBIDTA and Net profit during the year as a result of a combination of revenue enhancement and cost control measures.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Company''s Articles of Association, Mr. Pradeep S. Shah retires by rotation and is eligible for re-appointment. The Board recommends his re-appointment.

Brief profile of Mr. Pradeep S. Shah proposed to be re-appointed as Director of the Company is provided in the notice convening the ensuing Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company''s policy on Board Evaluation.

Appointment & Remuneration Policy

The Board of Directors had reviewed Policy for Appointment of Directors and Senior Management and Evaluation of Directors'' Performance, annexed as ''Annexure A''

Non Executive Directors

Executive Directors

Executive Directors are paid remuneration by way of salary, perquisites, allowances and commission. Salary is paid within the range fixed by the members of the Company.

Management Staff

DISCLOSURES

Meetings of the Board

During the financial year, the Board met 5 times. The meetings were held on May 27, 2015, August 13, 2015, October 27, 2015, January 5, 2016 and February 3, 2016.

Board Committees

Audit Committee Stakeholders Relationship Committee

Mr. Hiten C. Timbadia, Chairman Mr. Perses M. Bilimoria, Chairman

Mr. Perses M. Bilimoria Mr. Sanjay S. Shah

Mr. Abhay J. Mehrotra Mrs. Sohni H. Daswarn

Nomination & Remuneration Committee CSR Committee

Mr. Hiten C. Timbadia, Chairman Mr. Pradeep S. Shah, Chairman

Mr. Perses M. Bilimoria Mr. Bhupal B. Nandgave

Mr. Abhay J. Mehrotra Mr. Abhay J. Mehrotra

The details of various functions / role are provided separately under Corporate Governance Report of this Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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)

The Company aims to further the socio economic welfare to the lesser privileged and to those in need through its CSR activities.

Your Company lays special emphasis on education and vocational training of youth including females in the local community for their economic empowerment. In order to achieve this objective your Company continues to support Industrial Training Institutes.

Apart from the above, the Company provides education and other loans to employees which enable their children for higher education.

Since the Company does not have average net profits for the last three financial years, the Company is not mandatorily required to contribute towards CSR activities. However, the Company spent Rs. 1 Lakh towards CSR by way of providing financial aid to Prime Ministers'' Relief Fund for the victims of earthquake in Nepal. The Annual Report on our CSR Activities is appended as ''Annexure B'' to this report.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as ''Annexure C''.

AUDITORS

In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Natvarlal Vepari & Co. as statutory auditors of the Company is placed for ratification by the shareholders.

The report of the auditors to the shareholders is a part of the Annexure. The notes to the Accounts, that are a part of the financial statements, are self-explanatory and need no further clarifications or explanations.

DIRECTORS'' RESPONSIBILITY STATEMENT

(i) that in the preparation of the annual financial statements for the year ended March 31, 2016, 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, 2016 and of the profit of the Company for the year ended on that date;

(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.

CORPORATE GOVERNANCE

The Company''s philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation.

HUMAN RESOURCES

The Human Resource Function plays a key role in the overall business strategy. The Company is committed to creating an environment of learning and development through functional and leadership training programs, promote internal talent and wellbeing of its employees.

Your Company takes immense pride in providing an equal opportunity work environment, and places great emphasis on identifying, nurturing and freeing up talent. This involves a practice of encouraging youth, urging experienced colleagues to mentor people and processes, and inculcating a can-do culture that moulds itself to evolving personal aspirations and corporate goals throughout the career of an individual. Your Company believes that qualified and experienced people are its most important assets and follows policies that aim to attract and retain the best talent with a combination of monetary and non-monetary benefits.

The Company had a total of 1032 permanent employees as on March 31, 2016.

Particulars of Employees

The Company states that there are no employees (other than Managing Directors) employed throughout the financial year 2015-16 and drawing a salary of Rs. 60 Lakhs per annum or more or employed for part of the year and in receipt of remuneration of Rs. 5 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.

SECRETARIAL AUDIT

M/s. Aashish K. Bhatt & Associates, a Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules framed there under. The Report of the Secretarial Audit is annexed herewith as ''Annexure E''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

To establish and maintain a system of risk management and internal control, the Company has set up a policy which includes a review of the risk management system, and maintenance of a risk profile (both financial and non-financial risks). The Board reviews the effectiveness of the risk management and internal control systems. This system is designed to:

- identify, assess, monitor and manage risks.

- inform investors of material changes to the Company''s risk profile.

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

An extensive system of internal controls is practiced by the Company to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly.

The Company has an internal control system that is geared towards achieving efficiency in operations, optimum utilization of resources, effective monitoring, and compliance with all applicable laws and regulations. An extensive programme of internal audits, reviews by management, and documented policies, guidelines and procedures, supplements the internal control systems that are designed to ensure reliability of financial and all other records to prepare financial statements and other data, and to maintain accountability of assets.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY

The Company has in place a Whistleblower Policy / Vigil Mechanism to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any.

The Whistle Blower Policy has 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 policy on Prevention and Redressal of Sexual Harassment is adopted by the Company and the Company had constituted Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment.

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

CAUTIONARY STATEMENT

APPRECIATIONS

The Board wishes to place on record its gratitude for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors, and all its members for the trust and confidence reposed on the Company. The Board also expresses its deep sense of appreciation to all employees of the Company for their strong work ethic, teamwork, commitment and initiative, which has led to the Company making commendable progress in today''s challenging environment.

For and on behalf of the Board

Sd/-

Sanat Shah

Chairman

Place: Mumbai

Date: 26-May-2016.

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting this Forty Third Directors' Report together with the audited Annual Accounts of the Companyfor thefinancialyearended March31, 2015.

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)

Standalone Particulars 2014-15 2013-14

Total Income 22190.82 26053.45

Total Expenses 23323.66 26254.49

Profit before Taxation (1132.84) (1280.16)

Tax Expense (58.79) (503.89)

Profit after Taxation (1074.05) (776.27)

Earnings Per Share (in Rs)

(basic&consideringexceptionalitems) (3.53) (2.55)

Consolidated Particulars 2014-15 2013-14

Total Income 26565.08 31045.34

Total Expenses 27519.09 31146.31

Profit before Taxation (954.01) (1180.08)

Tax Expense 39.03 (376.46)

Profit after Taxation (993.04) (803.62)

Earnings Per Share (in Rs.) - - (basic & considering exceptional items) (3.26) (2.64)

DIVIDEND

Despite the Company's decreasing sales and losses, and considering the dividend payment track record, your Directors are pleased to recommend Dividend at 25% (Rs. 0.50/- per Equity Share of Rs. 2/- each) on equity shares for the year ended March 31, 2015, subject to the approval of shareholders at the ensuing annual general meeting of the Company. The Dividend distribution would result in cash outflow of Rs. 183.04 Lakhs (including Dividend Distribution Tax).

OPERATIONS AND FINANCE

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

PRINTING INDUSTRY

The Printing Industry is divided into several sectors such as newspaper publishing, book printing, commercial printing, package printing, etc. The advent of electronic and digital technology have impacted the circulation of large newspapers especially in developed continents of the world such as America and Europe. Unfortunately very surprisingly, these newspapers while printing over 200 pages were relying heavily on printing advertisements. The revenues were largely generated out of advertisements and not readership.

The severe market crash of 2007 adversely affected the American and European newspaper industry. Besides above, the internet and television have to some extent influenced the readership of newspaper.

It was once visualized that demand for printing books, novels and magazines will deplete with onset of electronic publishing. However, it has been noticed that the demand for printed books increased substantially and also number of magazines and periodicals have grown manifold.

Due to reduction in demand for newspaper machines of large value, overall production reduced substantially worldwide. In developing countries, the demand for medium size machines is showing improvement due to decentralization ofprintingjobs.

With the general economic conditions improving in developing countries like Africa, South East Asia including India, we expect demand of medium size printing machines will increase in the near future.

COMPANY

Our Company manufactures machines ofvarious sizes catering to small, medium and large customers based on its reguirements. The Company has invested heavily both in manpower and capital.

The Company is also considering diversifying into other related areas such as packaging either by developing In-house technology or throughjoint ventures. Until such time, the Company's performance would be under pressure. The Company is also making efforts to reduce cost thereby minimizing losses and earning profits.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 49 of the Listing Agreement, the management's discussion and analysis is set out in this Annual Report.

PUBLIC / FIXED DEPOSITS

Your Company has not accepted any public / fixed deposits during the year and as such no amount of interest and principal deposit was outstanding as on the balance sheet date.

SUBSIDIARIES

During theyear under review, Company's subsidiary has performed well despite slowdown in the global economies.

Performance of the wholly owned subsidiary company Manugraph Americas Inc. has been very satisfactory during the year. We achieved a break- through in introducing Indian manufactured presses in the North American market during the year. The company earned positive EBIDTA and Net profit during the year as a result of a combination of revenue enhancement and cost control measures.

A report on the performance and financial position of each of the subsidiaries, associates andjoint ventures as per the Companies Act, 2013 is provided after Consolidated Financial Statements. The policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website viz. www.manugraph.com.

BOARD OF DIRECTORS

The members of the Company vide resolutions passed through Postal Ballot (including E-Voting) appointed the existing Independent Directors viz. Mr. Hiten C. Timbadia, Mr. Amit N. Dalal, Mr. Perses M. Bilimoria, Mr. Abhay J. Mehrotra and Mr. Jai S. Diwanji as Independent Directors each for a period of 5 years w.e.f. March 2,2015.

The Board of Directors on the recommendation of the Nomination & Remuneration Company, appointed Mrs. Sohni H. Daswani asan Additional Independent Director of the Company w.e.f. March 26, 2015.

Mrs. Sohni holds office only upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mrs. Sohni's appointment as a Director.

Necessary declaration has been received from Mrs. Sohni H. Daswani that she meets the criteria of Independence prescribed under Section 149(6) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement.

Your Directors recommend the appointment of Mrs. Sohni H. Daswani asan Independent Director for a period of 5 years, not liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and Company's Articles of Association, Mr. Sanjay S. Shah retires by rotation and is eligible for re-appointment. The Board recommends his re-appointment.

Brief profiles of Mrs. Sohni H. Daswani and Mr. Sanjay S. Shah proposed to be re-appointed as Directors of the Company are provided in the notice convening the ensuing Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Independent Directors also reviewed the performance of non-independent Directors and the Board as a whole in line with the Company's policy on Board Evaluation.

Appointment & Remuneration Policy

During the year, the Board of Directors adopted Policy for Appointment of Directors and Senior Management and Evaluation of Directors' Performance, annexed as 'Annexure A'

Non Executive Directors

The Non Executive Directors are paid remuneration by way of Sitting Fees. During the year, the Company paid sitting fees of Rs. 10,000/- per meeting to the NEDs for attending meetings of the Board & Nomination & Remuneration Committee and Rs. 6,000/- per meeting to the NEDs for attending Audit Committee meeting.

Executive Directors

Executive Directors are paid remuneration by way of salary, perguisites, allowances and commission. Salary is paid within the range fixed by the members of the Company.

Management Staff

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

DISCLOSURES:

Meetings of the Board

During the financial year, the Board met 5 times. The meetings were held on May 27, 2014, August 11, 2014, October 31, 2014, February 2, 2015 and March 26, 2015.

Board Committees

Audit Committee Stakeholders Grievance Committee

Mr. Hiten C. Timbadia, Chairman Mr. Perses M. Bilimoria, Chairman

Mr. Perses M. Bilimoria Mr. Sanjay S. Shah

Mr. Abhay J. Mehrotra

Nomination & Remuneration Committee CSR Committee

Mr. Hiten C. Timbadia, Chairman Mr. Pradeep S. Shah, Chairman

Mr. Perses M. Bilimoria Mr. Bhupal B. Nandgave

Mr. Abhay J. Mehrotra Mr. Abhay J. Mehrotra

The details of various functions / role are provided separately under Corporate Governance Report of this Annual Report. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons or entities which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Attention of members is drawn

to the disclosure of transactions with related parties set out in Note No. 35 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)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company needs to spend atleast 2% of its average net profits of the preceding three financial years in pursuance of Corporate Social Responsibility Policy.

The Company appreciates the endeavor of the Indian Government on commitment towards Corporate Social Responsibility. The Company provides education and other loans at a nominal rate to employees which enable their children for higher education. The Annual Report on our CSR Activities is appended as 'Annexure B' to this report.

In view of losses for the past two financial years, the Company could not meet its entire obligation towards CSR activities. However, the Companywould strive to pursue its CSR activities in the comingyears.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT9is annexed herewith as 'Annexure C'.

AUDITORS

The members of the Company at its Annual General Meeting held on August 27, 2014 have appointed M/s. Natvarlal Vepari & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office upto the conclusion of the fifth consecutive annual general meeting ofthe Company.

In terms ofthe first proviso to Section 139 ofthe Companies Act, 2013 the appointment ofauditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Natvarlal Vepari & Co. as statutory auditors of the Company is placed for ratification by the shareholders.

M/s. Natvarlal Vepari & Co. has confirmed their eligibility for re-appointment as StatutoryAuditors. M/s. Natvarlal Vepari & Co. has also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your directors recommend reappointment of M/s. Natvarlal Vepari & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2015-16.A resolution to the effect is placed foryour consideration and approval.

Members' attention is invited to the observation made by the Auditors under 'Emphasis of Matter" appearing in the Auditors Reports.

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 ofSection 134(3)(c) ofthe CompaniesAct, 2013:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2015, 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 andjudgment 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, 2015 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 adeguate 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 adeguate and were operating effectively;

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

CORPORATE GOVERNANCE

The Company's philosophy is based on the values of transparency, customer satisfaction, integrity, professionalism and accountability. The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is ajourney for constantly improving sustainable value creation.

As reguired under the provisions of Clause 49 of the Listing Agreement, 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 Human Resource function of your organization is actively pursuing the agenda of supporting the organization in its strategic objectives. Key HR processes and practices have been strengthened and streamlined in order to support the global scale of the organization.

Human Resource Development practices in your Company are guided by the principles of relevance, consistency and fairness based on the premise that what is done in the Human Resource Development is as critical as how it is done. Taken together, these initiatives and processes are making a positive impact on talent attraction, retention and commitment.

The approach to progressive employee relations characterised by the core principles of trusteeship, fairness and eguity, industrial democracy and partnership with enlightened trade unions, has stood the test of time in your Company. Your Company continues to set a fine record of industrial harmony.

The Company had a total of 1089 permanent employees as on March 31, 2015.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as 'Annexure D'.

The Company states that there are no employees (other than Managing Directors) employed throughout the financial year 2014- 15 and drawing a salary of Rs. 60 Lakhs per annum or more or employed for part of the year and in receipt of remuneration of Rs. 5 Lakhs or more per month as reguired 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 the Managing Directors are part ofthe Corporate Governance Report, forming part ofthis Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Aashish K. Bhatt & Associates, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as 'Annexure E'.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets / objectives. Timely reports are placed before the board for considering various risks involved in the Company business / operations. The Board evaluates these reports and necessary/corrective actions are then implemented.

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 in place adeguate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The WB Policy also states that this mechanism should also provide for adeguate safeguards against victimization of Director(s) / Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases The Whistle Blower Policy has been posted on the website of the Company viz. http://www.manugraph.com/frmFinancialReport.aspx and the details of the same are explained in the Report on Corporate Governance forming part of this Annual Report.

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

The Company takes all necessary measures to ensure a harassment-free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment.

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) ofthe CompaniesAct, 2013 read with the Companies (Accounts) Rules, 2014 is annexed as 'Annexure F'.

APPRECIATIONS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the company. The Board places on record its appreciation for the dedication and commitment ofthe employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

Sd/- Sanat Shah Chairman

Place: Mumbai Date: 27-05-2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the forty-second Annual Report and audited accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

Particulars April to March April to March 2013-2014 2012-2013 (Rs. in Lakhs) (Rs. in Lakhs) Profit for the year 825.28 2,947.98

Less: Depreciation 1,026.31 1,079.08

Profit/(Loss) before exceptional item (201.03) 1,868.90

Less: Exceptional item 1,079.12 -

Profit/(Loss) before tax (1,280.15) 1,868.90

Less: Tax (503.89) 630.39

Profit/(Loss) after tax (776.26) 1,238.51

Add: Balance in profit and loss account 11,600.96 11,021.22

10,824.70 12,259.73

Less: Appropriations

Proposed dividend 304.15 456.23

Tax on proposed dividend 49.33 77.54

Transfer to general reserve - 125.00

Closing balance 10,471.22 11,600.96

DIVIDEND

Your Directors recommend dividend of Re. 1/- per equity share of Rs. 2/- each (Previous year Rs. 1.50 per share of Rs. 2/- each) subject to the approval of the members at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year, the Company has not accepted/renewed any deposits. The balance in the fixed deposit account as on 31st March, 2014 was Nil.

INSURANCE

The buildings, plant and machinery, stock in trade and standing charges have been adequately and appropriately insured.

CAPITAL EXPENDITURE

Your Company incurred Rs. 179.53 lakhs towards capital expenditure consisting of buildings, plant and machinery and other fixed assets during the year under review, which will continue in the current year 2014-15 to improve, enhance and modernise both the plants.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts of the Company and its subsidiaries are annexed to this report.

SUBSIDIARY COMPANIES

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to Companies from attaching Balance Sheets/Annual Accounts of Subsidiary Companies subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary Companies viz. Constrad Agencies (Bombay) Pvt. Ltd. and Manugraph Americas Inc., for the year ended 31st March, 2014 are not attached to the Balance Sheet of the Company as the Company has fulfilled the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 27th May, 2014 consented for not attaching the balance sheet(s) of the concerned subsidiary Companies;

(ii) The Company has presented in its Annual Report, the consolidated financial statements of Company and subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the Annual Report the following information in aggregate for each subsidiary Company, (a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) Details of Investment (except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation and (j) Proposed dividend;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the Company and subsidiary Companies seeking such information at any point of time:

(a) Constrad Agencies (Bombay) Pvt. Ltd.,

(b) Manugraph Americas Inc,

(vi) Further, the annual accounts of the subsidiary Companies shall also be kept for inspection by any shareholder at the Registered Office of the Company and of the subsidiary Companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

(vii) The Company as well as subsidiary Companies shall regularly file such data with the various regulatory and Government authorities as may be required by them;

(viii) The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary Company along with the exchange rate as on closing day of the financial year.

CORPORATE GOVERNANCE

Your Company is fully committed to the philosophy of conducting its business with due compliance of laws, rules and regulations. The sound internal control and efficient management information systems, which play a pivotal role in corporate governance, are in place in your Company.

We are pleased to inform you that your Company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement. A certificate of compliance from the statutory auditors together with a report on corporate governance forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s articles of association, Mr. Hiten C. Timbadia and Mr. Jai S. Diwanji retire by rotation and are eligible for re-appointment. The Board recommends their re-appointment.

Brief profiles of Mr. Hiten C. Timbadia and Mr. Jai S. Diwanji proposed to be re-appointed as Directors of the Company are given in Annexure A to the notice convening the ensuing Annual General Meeting.

AUDITORS

Messrs Natvarlal Vepari & Co., Chartered Accountants, Mumbai, Firm Registration No. 106971W, the auditors of the Company will retire from the office of the auditors at the forthcoming Annual General Meeting and being eligible offer themselves, for re-appointment. The board recommends their re-appointment.

COST AUDITORS

Pursuant to the requirements of Ministry of Corporate Affairs (MCA), New Delhi, the Board of Directors, has accorded its approval for the re-appointment of Mr. Chandrashekhar Adawadkar, Cost Accountant, Pune, having Membership No. 22758 subject to the necessary approval of MCA, if required, for Cost Audit for the year 2014-15.

The due date for filing of the Cost Audit Reports for the financial year 2012-13 was 26th September, 2013. The Company had filed the Reports with the Ministry of Corporate Affairs on 26th September, 2013.

The due date for filing of the Cost Audit Report for the financial year 2013-14 is 26th September, 2014. The Company will file the Cost Audit Report for the financial year 2013-14 with the Ministry of Corporate Affairs on or before the said date.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 21 7(2AA) of the Companies Act, 1 956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure B to this report.

ACKNOWLEDGEMENTS

The Directors would like to thank the employee unions, shareholders, customers, suppliers, bankers, financial institutions, all other business associates and various departments of Central Government and State Government for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

S.M. SHAH Chairman

Mumbai Dated 27th May, 2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the forty-first Annual Report and audited accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

Particulars April to March April to March 2012-2013 2011-2012 (Rs. In Lakhs) (Rs. in Lakhs)

Profit for the year 2,947.98 6,294.48

Less: Depreciation 1,079.08 1,107.65

Profit before exceptional item 1,868.90 5,186.83

Less: Exceptional item 6,000.00

Profit before tax 1,868.90 (813 17)

Less: Tax 630.39 1,567.11

Profit after tax 1,238.51 (2,380 28)

Add: Balance in profit and loss account 11,021.22 4,685.23

12,259.73 2,304.95

Add: Amount transferred from general reserve 10,000.00

12,259.73 12,304.95

Less: Appropriations

Proposed dividend 456.23 760.38

Tax on proposed dividend 77.54 123.35

Transfer to general reserve 125.00 400.00

Closing balance 11,600.96 11,021.22

DIVIDEND

Your Directors recommend dividend of Rs. 1.50 per equity share of Rs.2/- each (Previous year Rs.2.50 per share of Rs.2/- each) subject to the approval of the members at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year, the Company has not accepted/renewed any deposits. The balance in the fixed deposit account as on 31 st March, 2013 was Nil.

INSURANCE

The buildings, plant and machinery, stock in trade, standing charges and loss of profits have been adequately and appropriately insured.

CAPITAL EXPENDITURE

Your Company incurred Rs.409.32 lakhs towards capital expenditure consisting of buildings, plant and machinery and other fixed assets during the year under review, which will continue in the current year 2013-14 to improve, enhance and modernise both the plants.

CONSOLIDATED ACCOUNTS

fn accordance with the requirements of Accounting Standard AS-21, prescribed by the institute of Chartered Accountants of India, the consolidated accounts of the Company and its subsidiaries are annexed to this report.

SUBSIDIARY COMPANIES

The name of one of the subsidiary companies had been changed from Manugraph DGM Inc to "Manugraph Americas, Inc."

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching Balance Sheets/Annual Accounts of Subsidiary companies subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies viz. Ccnstrad Agencies (Bombay) Pvt. Ltd. and Manugraph Americas Inc., for the year ended 31st March, 2013 are not attached to the Balance

Sheet of the Company as the Company has fulfilled the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 29th May, 2013 consented for not attaching the balance sheet(s) of the concerned subsidiary companies;

(ii) The Company has presented in its Annual Report, the consolidated financial statements of Company and subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in. the Annual Report the following information in aggregate for each subsidiary company, {a} Capital fb) Reserves fc) Total Assets (d) Total Liabilities (e) Details of Investment |except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation and (j) Proposed dividend;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time:

(a) Constrad Agencies |Bombay) Pvt. Ltd.,

(b) Manugraph Americas Inc,

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Registered Office of the Company and of the subsidiary companies concerned and the company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

(vii) The Company as well as subsidiary companies shall regularly file such data with the various regulatory and Government authorities as may be required by them;

(viii) The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary company along with the exchange rate as on closing day of the financial year.

CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of conducting its business with due compliance of laws, rules and regulations. The sound internal control and efficient management information systems, which play a pivotal role in corporate governance, are in place in your Company.

We are pleased to inform you that your Company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement. A certificate of compliance from the statutory auditors together with a report on corporate governance forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Company''s articles of association, Mr. Sanat M. Shah and Mr. Abhay J. Mehrotra retire by rotation and are eligible for re-appointment. The Board recommends their re-appointment.

Mr. Bhupal B. Nandgave was appointed as an additional director w.e.f. 10th December, 2012.

On the recommendation of Remuneration Committee, the Board of Directors, has appointed Mr. Bhupal B. Nandgave as Whole-time Director (Works) for a period of 3 years w.e.f. 10th December, 2012 subject to the approval of the members of the company at the ensuing Annual General Meeting.

Similarly, on the recommendation of Remuneration Committee, the Board of Directors, has re-appointed Mr. Sanjay S. Shah as Vice Chairman & Managing Director for a period of 3 years w.e.f. 1st April, 2013 and Mr. Pradeep S. Shah as Managing Director for a period cf 3 years w.e.f. 1st April, 2013 subject to the approval of the members of the company at the ensuing Annual General Meeting and subject to approval of Central Government.

The Company has filed a criminal and civil case against Mr. S. M. Mordekar under provisions of various sections of Indian Penal Code, I860 and Indian Copy Right Act, 1957 on account of his malafide conduct and the same is pending before Kolhapur Metropolitan Magistrate Court and Bombay High Court. As the result of this act he was required to vacate the office of Director in terms of provisions of Section 283 of the Companies Act, 1956 and therefore, Mr. S. M. Mordekar who was appointed as Whole-time Director (Works) on 29th October, 2010 has ceased to be Director and also Whole-time Director w.e.f. 9th January, 2013.

Brief profiles of Mr. Sanat M. Shah, Mr. Abhay J. Mehrotra, Mr. Bhupal B. Nandgave, Mr. Sanjay S. Shah and Mr. Pradeep S. Shah proposed to be re-appointed/appointed as Directors of the Company are given in Annexure A to the notice convening the ensuing Annual General Meeting.

AUDITORS

Messrs Natvarlal Vepari & Co., Chartered Accountants, Mumbai, Firm Registration No. 106971W, the auditors of the company will retire from the office of the auditors at the forthcoming Annual General Meeting and being eligible offer themselves, for re-appointment. The board recommends their re-appointment.

COST AUDITORS

Pursuant to the requirements of Ministry of Corporate Affairs (MCA), New Delhi, the Board of Directors, subject to the approval of MCA, has appointed Mr. C. S. Adawadkar, Cost Accountant, Pune, for Cost Audit for the year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2013, and of the profit of the Company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

Information pursuant to Section 217( 1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure B to this report.

ACKNOWLEDGEMENTS

The Directors would like to thank the employee unions, shareholders, customers, suppliers, bankers, financial institutions, all other business associates and various departments of Central Government and State Government for the continuous support given by them to the company and their confidence in its management.

For and on behalf of the Board

S. M. SHAH Chairman

Mumbai

Dated 29th May, 2013

Mar 31, 2012

The Directors have pleasure in presenting the fortieth Annual Report and audited accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Particulars April to March April to March

2011-2012 2010-2011

(Rs. in Lakhs) (Rs. in Lakhs)

Profit for the year 6,294.48 4,272.89

Less: Depreciation 1,107.65 1.024.06

Profit before exceptional item 5,186.83 3,248.83

Less: Exceptional item 6,000.00 -

Profit before tax (813.17) 3,248.83

Less: Tax 1,567.11 1,01 1.09

Profit after tax (2,380.28) 2,237.74

Add. Balance in profit and loss account 4,685.23 3.277 73

2,304.95 5.515.47

Add: Amount transferred from general reserve 10,000.00 -

12,304.95 5,515.47

Less: APPROPRIATIONS

Proposed dividend 760.38 456.23

Tax on proposed dividend 123.35 74.01

Transfer to general reserve 400.00 300 00

Closing balance 11,021.22 4,685.23

DIVIDEND

Your Directors recommend dividend of Rs. 2.50 per equity share of Rs. 2/- each (Previous year Rs. 1.50 per share of Rs. 2/- eachj subject to the approval of the members at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year, the company has not accepted / renewed any deposits. The balance in the fixed deposit account as on 31 st March, 2012 was Nil.

INSURANCE

The buildings, plant and machinery, stock-in-trade, standing charges and loss of profits have been adequately and appropriately insured.

CAPITAL EXPENDITURE

Your company incurred Rs. 339.05 lakhs towards capital expenditure consisting of buildings, plant and machinery and other fixed assets during the year under review, which will continue in the current year 2012-13 to improve, enhance and modernise both the plants.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries are annexed to this report.

SUBSIDIARY COMPANIES

The performance of the American subsidiary company - Manugraph DGM Inc. has been satisfactory during this financial year with a healthy revenue growth and operational profit. Investment made in this company was tested for Impairment during the year. A detailed valuation exercise was carried out by consultants, and based on the same, an amount of Rs. 60 crores has been provided as impairment in the accounts, to comply with mandatory accounting standard AS-13.

During the year under review, Manugraph Kenya Limited ceased to be a subsidiary of the company with effect from 30th March, 2012 due to sale of shares of Manugraph Kenya Limited by the company.

In terms of the General Circular No. 2/201 1 dated February 8, 201 1 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching Balance Sheets / Annual Accounts of Subsidiary companies subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies viz. Construed Agencies (Bombay) Pvt. Ltd. and Manugraph DGM Inc., for the year ended 31st March, 2012 and Manugraph Kenya Ltd. upto 30th March, 2012 are not attached to the Balance Sheet of the Company as the Company has fulfilled the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 30th May, 2012 consented for not attaching the balance sheet(s) of the concerned subsidiary companies;

(ii) The Company has presented in its Annual Report, the consolidated financial statements of Company and subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the Annual Report the following information in aggregate for each subsidiary company,

(a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) Details of Investment (except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation and (j) Proposed dividend;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the company and subsidiary companies seeking such information at any point of time:

(a) Constrad Agencies (Bombay) Pvt. Ltd.,

(b) Manugraph DGM Inc.;

(c) Manugraph Kenya Ltd. (up to 30-3-2012)

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Registered Office of the company and of the subsidiary companies concerned and the company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

(vii) The company as well as subsidiary companies shall regularly file such data to the various regulatory and Government authorities as may be required by them;

(viii) The company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary company along with the exchange rate as on closing day of the financial year;

CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of conducting its business with due compliance of laws, rules and regulations. The sound internal control and efficient management information systems, which play a pivotal role in corporate governance, are in place in your company.

We are pleased to inform you that your company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement. A certificate of compliance from the statutory auditors together with a report on corporate governance forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and company's articles of association, Mr. Amit N. Dalai and Mr. Perses M. Bilimoria retire by rotation and are eligible for re-appointment. The Board recommends their re-appointment.

Mr. Harshad H. Vasa resigned as Director of the Company w.e.f. 9th November, 2011.

The Board places on record its deep sense of appreciation for the invaluable contribution made by Mr. Harshad H. Vasa for professional advice and support to the Company during his tenure as Director of the Company.

Mr. Jai Shishir Diwanji was appointed as an additional Director w.e.f. 30th May, 2012.

Brief profiles of Mr. Amit IM. Dolly, Mr. Perses M. Bilimoria and Mr. Jai Shishir Diwanji proposed to be re-appointed / appointed as Directors of the Company are given in Annexure A to the notice convening the ensuing Annual General Meeting.

AUDITORS

Messrs Natvarlal Vepari & Co., Chartered Accountants, Mumbai, Firm Registration No. 106971W, the auditors of the company will retire from the office of the auditors at the forthcoming Annual General Meeting and being eligible offer themselves, for re-appointment. The board recommends their re-appointment.

COST AUDITORS

Pursuant to the requirements of Ministry of Corporate Affairs (MCA), New Delhi, the Board of Directors, subject to the approval of MCA, has appointed Mr. V. V. Deodhar, Cost Accountant, Mumbai, for Cost Audit for the year 2012-13.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief;

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2012, and of the profit of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

Information pursuant to section 217( l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure B to this report.

ACKNOWLEDGEMENTS

The directors would like to thank the employee unions, shareholders, customers, suppliers, bankers, financial institutions, all other business associates and various departments of Central Government and State Government for the continuous support given by them to the company and their confidence in its management.

For and on behalf of the Board

Mumbai S. M. SHAH

Dated 30th May, 2012 CHAIRMAN

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the thirty - ninth Annual Report and audited accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Particulars April to March 2010 - 2011 April to March 2009 - 2010 (Rs. in Lakhs) (Rs. in Lakhs)

Profit for the year 4,275.09 2,725.53

Less: Depreciation 1,024.06 783.46

Profit before tax 3,251.03 1,942.07

Less: Provision for Taxation

Current tax 983.00 591.52

Deferred tax 27.74 17.62

1,010.74 609.14

Provision for wealth tax 2.20 2.66

1,012.94 611.80

Profit after tax 2,238.09 1,330.27

Less: Income-tax pertaining to previous year 0.35 38.40

2,237.74 1,291.87

Add: Balance brought forward from previous year 3,277.73 3,540.52 AMOUNT AVAILABLE FOR APPROPRIATION

5,515.47 4,832.39 APPROPRIATIONS

Proposed dividend 456.23 304.15

Tax on proposed dividend 74.01 50.51

General reserve 300.00 1,200.00

Balance carried to balance sheet 4,685.23 3,277.73

5,515.47 4,832.39

DIVIDEND

Your Directors recommend dividend of Rs. 1.50 per equity share of Rs. 2/- each (Previous year Re. 1/- per share of Rs. 2/- each) subject to the approval of the members at the ensuing Annual General Meeting.

FIXED DEPOSITS

During the year, the company has not accepted/renewed any deposits. The balance in the fixed deposit account as on 31st March, 2011 was Nil.

INSURANCE

The buildings, plant and machinery, stock-in-trade, standing charges and loss of profits have been adequately and appropriately insured.

CAPITAL EXPENDITURE

Your company incurred Rs. 1,045.55 lakhs towards capital expenditure consisting of buildings, plant and machinery and other fixed assets during the year under review, which will continue in the current year 2011-12 to improve, enhance and modernise both the plants.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS - 21, prescribed by the Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries are annexed to this report.

SUBSIDIARY COMPANIES

In terms of the General Circular No. 2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching Balance Sheets/Annual Accounts of Subsidiary companies subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies viz. Constrad Agencies (Bombay) Pvt. Ltd., Manugraph Kenya Ltd., and Manugraph DGM Inc., for the year ended 31st March, 2011 are not attached to the Balance Sheet of the Company as the Company has fulfilled the following conditions:

(i) The Board of Directors of the Company has vide resolution dated 11th August, 2011 consented for not attaching the balance sheet(s) of the concerned subsidiary companies;

(ii) The Company has presented in its Annual Report, the consolidated financial statements of Company and subsidiaries duly audited by its statutory auditors;

(iii) The Consolidated financial statements have been prepared in strict compliance with the applicable Accounting Standards and Listing Agreement as prescribed by the Securities and Exchange Board of India;

(iv) The Company has disclosed in the Annual Report the following information in aggregate for each subsidiary Company, (a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) Details of Investment (except in case of investment in the subsidiaries) (f) Turnover (g) Profit before taxation (h) Provision for taxation (i) Profit after taxation and (j) Proposed dividend;

(v) The annual accounts and other related detailed information of the following subsidiaries shall be made available to shareholders of the company and subsidiary companies seeking such information at any point of time:

(a) Constrad Agencies (Bombay) Pvt. Ltd.,

(b) Manugraph Kenya Limited and

(c) Manugraph DGM Inc.;

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Registered Office of the company and of the subsidiary companies concerned and the company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand;

(vii) The company as well as subsidiary companies shall regularly file such data to the various regulatory and Government authorities as may be required by them;

(viii) The company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

CORPORATE GOVERNANCE

Your company is fully committed to the philosophy of conducting its business with due compliance of laws, rules and regulations. The sound internal control and efficient management information systems, which play a pivotal role in corporate governance, are in place in your company.

We are pleased to inform you that your company has complied in all material respects with the features of corporate governance as specified in the Listing Agreement. A certificate of compliance from the statutory auditors together with a report on corporate governance forms part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and company's articles of association, Mr. Harshad H. Vasa and Mr. Hiten C. Timbadia retire by rotation and are eligible for re-appointment. The Board recommends their re-appointment.

Mr. Arun Kumar Puri resigned as Whole-time Director (Works) of the Company and also from the Board of Directors of the company w.e.f. 1 st November, 2010. Mr. Mohan R. Harshe resigned as Director (Works) of the company and also from the Board of Directors of the company w.e.f. 15th November, 2010.

The Board places on record its deep sense of appreciation for the invaluable contribution made by Mr. Arun Kumar Puri and Mr. Mohan R. Harshe for professional advice and support to the Company during their tenure as Directors of the Company.

Mr. Abhay J. Mehrotra was appointed as an additional Director w.e.f. 29th October, 2010. Mr. Shubhendra M. Mordekar was appointed as an additional Director w.e.f. 29th October, 2010.

On the recommendation of Remuneration Committee, the Board of Directors, has appointed Mr. Shubhendra M. Mordekar as Whole-time Director (Works) for a period of 3 years w.e.f. 29th October, 2010 subject to the approval of the members of the company at the ensuing Annual General Meeting.

Brief profiles of Mr. Harshad H. Vasa, Mr. Hiten C. Timbadia, Mr. Abhay J. Mehrotra and Mr. Shubhendra M. Mordekar proposed to be re-appointed/appointed as Directors of the Company are given in Annexure A to the notice convening the ensuing Annual General Meeting.

AUDITORS

Messrs Natvarlal Vepari & Co., Chartered Accountants, the auditors of the company will retire from the office of the auditors at the forthcoming Annual General Meeting and being eligible offer themselves, for re-appointment. The Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that, to the best of their knowledge and belief:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2011, and of the profit of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

Information pursuant to section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure B to this report.

ACKNOWLEDGEMENTS

The directors would like to thank the employee unions, shareholders, customers, suppliers, bankers, financial institutions, all other business associates and various departments of Central Government and State Government for the continuous support given by them to the company and their confidence in its management.

For and on behalf of the Board

Mumbai S. M. SHAH

Dated 11 th August, 2011 CHAIRMAN

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