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Directors Report of Manugraph India Ltd.

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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