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Notes to Accounts of Manugraph India Ltd.

Mar 31, 2015

A. BACKGROUND

Manugraph India Ltd, was established in the year 1972. The company is the largest manufacturer of single width web-offset printing presses in India and has a significant share of the world market for its products. The manufacturing facilities are located at Kolhapur in India and through its wholly owned subsidiary in Millersburg - USA. The company has its in-house R&D facilities with a combined strength of over 50 engineers at both locations. The Indian R&D facilities are recognized by Department of Scientific and Industrial Research - Ministry of Science and Technology, Government of India.

b. The Company has only one class of shares issued and paid-up capital referred to as equity shares having a par value ofRs. 2 per share. Each holder of equity shares is entitled to one vote per share.

c. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after payment of all external liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

d. The General Reserve has been created in accordance with the requirements of the erstwhile Companies (Transfer of Profit to Reserve) Rules, 1975

Valuation methodology

i Raw Material, Components and Stores and spares :

Raw materials and components, stores are stated at and Spares lower of cost and net realisable value.

ii Consumable Tools :

Consumable tools are stated at cost or below cost.

iii Work-in-progress and manufactured components :

Work-in-progress and manufactured are valued at components lower of cost and net realisable value.

iv Finished Goods including stock-in-trade :

Finished products are valued at lower of cost and net realisable value

Excise duty is included in the value of finished products inventory.

a. The Company had introduced a Voluntary Retirement Scheme, 2013 in the previous year which was accepted by various employees. The cost in connection therewith of Rs. 1,079.12 lakhs has been shown as an exceptional item. (refer note 38 )

b. During the year Managerial Remuneration paid is Rs. 214.80 lakhs which is in excess of the limits of Section 198 of the Companies Act, 1956 by Rs. 98.39 lakhs as the appointment was under the said Act. The Company has made an application to the Central Government for approval of the excess remuneration which is pending as of the Balance Sheet date. No adjustments are made in these accounts pending approval for Rs. 98.39 lakhs of excess remuneration to directors. The Managerial Remuneration paid in the previous year Rs. 202.89 lakhs in accordance with the approval of the members in general meeting dated 1st August 2013 was in excess of the limits specified by Section 198 of the Companies Act, 1956 by an amount of Rs. 89.61 lakhs for which the Company has received approval from Central Government.

In accordance with the provisions of Schedule II to the Companies Act, 2013, effective from 1st April , 2014, the Company has revised the useful life of its fixed assets. As a consequence of such revision, the charge for depreciation is lower than the previously applied rates by Rs. 294.98 lakhs for the year ended March 2015. For assets that have completed the useful lives as a consequence of the aforesaid revision, the carrying value as on 1st April, 2014 of Rs. 168.01 lakhs has been charged to the opening balance of the Surplus in Profit and Loss Account. Deferred Tax effect thereon of Rs. 54.51 lakhs Is also adjusted in the opening balance of Surplus in Profit and Loss Account.

2. Remittances in foreign currency for dividend:

The company has remitted during the year dividend in foreign currency to non-resident shareholders. The particulars of dividend paid during the year are as under :

3. Disclosure as required by Accounting Standard - AS 18 "Related Parties" of Rule 7 of The Companies (Accounts) Rules 2014.

I Relationships:

Subsidiaries

Constrad Agencies (Bombay) Private Limited

Manugraph Americas, Inc. USA.

Key Management Personnel

Mr. Sanjay S. Shah - Vice Chairman and Managing Director

Mr. Pradeep S. Shah - Managing Director

Mr. B B Nandgave - Whole Time Director (Works)

Relatives of key management personnel

Mr. Sanat M. Shah

Mrs. Sudha S. Shah

Mr. Kushal Shah (upto 30.11.2013)

Entities where Key Management Personnel exercise significant influence

Multigraph Machinery Company Limited

Manubhai Sons and Company Mercongraphic FZC,

Multigraph Machinery Kenya Limited

4. Contingent liabilities and commitments

Particulars 2014-15 2013-14

i. Contingent liabilities

(a) Claims against the company not acknowledged as debt; 36.10 21.31

(b) Guarantees; On account of guarantees executed by the company's bankers: 6.79 8.29 On account of the guarantee given by the Company bankers for the value of USD 4.25 million (PY USD 4.25 million) in favour of subsidiary's banker for credit facilities availed by the subsidiary Manugraph Americas Inc. from them 2,660.11 2,554.24

(c) Other money for which the company is contingently liable Income-tax, sales tax, customs duty, excise duty and service tax demands against which the company has preferred appeals/ made representation 874.31 1,027.95

On account of undertakings given by the company in favour of Customs Authority: 870.00 870.00

Total 4,447.31 4,48179

ii. Commitments

(a) Unexpired letter of credit opened by Bank 141.08 -

(b) Estimated amount of contracts remaining to be executed on capital account and not provided for; 0.56 1.40

(c) Uncalled liability on shares and other investments partly paid - -

(d) Other commitments (specify nature). - -

Total 141.64 1.40

5. In the opinion of the Board of Directors, all the assets other than fixed assets and non current investments have value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

6. Exceptional item of previous year represents the payments towards the Voluntary Retirement Scheme, 2013 introduced by the Company and opted by the employees during the year of Rs. 1,079.12 lakhs. The deferred tax effect thereon of Rs. 280.10 lakhs has been included as part of deferred tax under Tax Expense.

7. Previous year figures are regrouped and re-arranged wherever necessary with those of the current year to make them comparable.

8. Disclosure as required by Accounting Standard - AS 17 "Segment Reporting" of the Companies (Accounting Standards) Rules 2006.

In accordance with AS-17 "Segment Reporting", the Company has only one reportable primary business segment i.e.Engineering. However, the Company has secondary geographical segment which is disclosed in Consolidated Financial Statements as per AS-17.

9. Explanatory notes 1 to 41 form an integral part of the Balance Sheet and Statement of Profit and Loss and are duly authenticated.


Mar 31, 2014

BACKGROUND

Manugraph India Ltd, was established in the year 1972. The company is the largest manufacturer of single width web- offset printing presses in India and has a significant share of the world market for its products. The manufacturing facilities are located at Kolhapur in India and through its wholly owned subsidiary in Millersburg - USA. The company has its in-house R&D facilities with a combined strength of over 50 engineers at both locations. The Indian R&D facilities are recognized by Department of Scientific and Industrial Research - Ministry of Science and Technology, Government of India.

1. Contingent liabilities and commitments

2013-14 2012-13 Description (Rs. in lakhs) (Rs. in lakhs)

I. Contingent liabilities

(a) Claims against the company not acknowledged as debt; 21.31 37.12

(b) Guarantees;

On account of guarantees executed by the company''s bankers: 8.29 8.29

On account of the guarantee given by the Company bankers for the value of USD 4.25 million (PY USD 4.25 million) in favour of subsidiary''s banker for credit facilities availed by the subsidiary Manugraph Americas Inc. from them 2,554.24 2,31155

(c) Other money for which the company is contingently liable Income-tax, sales tax, customs duty, excise duty and service tax demands against which the company has preferred appeals / made representation 1,027.95 806.33

On account of undertakings given by the company in favour of Customs Authority: 870.00 1,005.00

Total 4,481.79 4,168.29

II. Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for; 1.40 25.87

(b) Uncalled liability on shares and other investments partly paid - -

(c) Other commitments (specify nature). - -

Total 1.40 25.87

2. In the opinion of the Board of Directors, all the assets other than fixed assets and non current investments have value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

3. Exceptional item represents the payments towards the Voluntary Retirement Scheme, 2013 introduced by the Company and opted by the employees during the year of Rs. 1,079.12 lacs. The deferred tax effect thereon of Rs. 280.10 lacs has been included as part of deferred tax under Tax Expense.

4. Previous year figures are regrouped and re-arranged wherever necessary with those of the current year to make them comparable.

5. Segment Reporting as required by AS - 17 The operation of the company represents one primary segment of activity relating to "Production of Printing Machines" and the entire production operations are located in India and therefore there are no separate reportable segments as per AS -17 ''Segment Reporting''.

6. Explanatory notes 1 to 42 form an integral part of the Balance Sheet and Statement of Profit and Loss and are duly authenticated.


Mar 31, 2013

BACKGROUND

Manugraph India Ltd, was established in the year 1972. The company is the largest manufacturer of single width web- offset printing presses in India and has a significant share of the world market for its products. The manufacturing facilities are located at Kolhapur in India and through its wholly owned subsidiary in Millersburg - USA. The company has its in-house R&D facilities with a combined strength of over 50 engineers at both locations. The Indian R&D facilities are recognized by Department of Scientific and Industrial Research - Ministry of Science and Technology, Government of India.

1. Disclosure as required by Accounting Standard - AS 18 "Related Parties" of the Companies (Accounting Standards) Rules, 2006

I. Relationships: Subsidiaries

Constrad Agencies (Bombay) Private Limited

Manugraph Kenya Limited (upto 30.03.2012)

Manugraph Americas, Inc. USA. (formerly known as Manugraph DGM, Inc)

Entities where significant influence exists

Multigraph Machinery Company Limited Manubhai Sons and Company Mercongraphic FZC, Multigraph Machinery Kenya Ltd.

Key Management Personnel

Mr. Sanjay S. Shah — Vice Chairman and Managing Director

Mr. Pradeep S. Shah — Managing Director

Mr S.M Mordekar — Whole-time Director (Works) upto 08.01.2013

Mr. B B Nandgave — Whole-time Director (Works) w.e.f 10.12.2012

Relatives of Key Management Personnel

Mr. Sanat M. Shah Mrs. Sudha S. Shah Mr. Kushal Shah

2. In the opinion of the Board of Directors, all the assets other than fixed assets and non current investments have value on realisation in the ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

3. Confirmations from some of the creditors were not received by the company and therefore their balances are as per books of account only.

4. Previous year figures are regrouped and re-arranged wherever necessary with those of the current year to make them comparable

5. Segment Reporting as requried by AS-17

The operation of the company represents one primary segment of activity relating to "Production of Printing Machines" and the entire production operations are located in India and therefore there are no separate reportable segments as per AS-17 ''Segment Reporting''.

6. Explanatory notes I to 41 form an integral part of the Balance Sheet and Statement of Profit and Loss and are duly authenticated.


Mar 31, 2012

A) The Company has not issued any bonus shares during the last five years.

b) Details of Shareholding in excess of 5%

c) The Company has only one class of shares issued and paid-up capital referred to as equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share.

a) The General Reserve has been created in accordance with the requirements of the Companies (Transfer of Profits to Reserve) Rules, 1975.

b) The company had been transferring voluntarily from its profit and loss account to general reserve amounts in excess of the minimum amount required to be transferred under the provisions of Companies (Transfer of Profits to Reserves) Rules, 1975. As on 31st March, 2011 surplus amount voluntarily transferred to general reserves aggregate approximately Rs. 15,000 lakhs. In accordance with the opinion of a learned counsel who opined that the surplus amount voluntarily transferred to general reserves is not a compulsory reserve and would form part of the free reserves of the company and with a view to have sufficient balance in the profit and loss account, the company has transferred back from its general reserve to profit and loss account an amount of Rs. 10,000 lakhs.

a) Secured loan from Export-import Bank of India : Term loans under production equipment finance programme.

Secured by first charge by way of hypothecation of moveable fixed assets, present and future and mortgage of land and other immoveable properties, present and future of the company.

b) Unclaimed dividends : There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

The company provides gratuity to all employees. The benefit is in the form of lumpsum payments to vested employees on resignation, retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic salary and dearness allowance for each completed year of service. Vesting occurs upon completion of five years of service. The company makes annual contributions to fund administered by trustees and managed by Life Insurance Corporation of India, for amounts notified by it. The gratuity benefit is a defined benefit plan.

16 years National Savings Certificates - VIII Issue of the face value of Rs. 10,000 (previous year: Rs. 52,500) have been deposited with the sales-tax authorities and a customer.

ii The investment in Manugraph DGM Inc. includes 116,698 equity shares which have been pledged with the bankers for credit facilities availed by the subsidiary Manugraph DGM Inc.

iii The Company has assessed the impairment in the value of investment in its wholly owned subsidiary Manugraph DGM Inc. on account of the continuing slow down in US and other Western Economies. The impairment in the value of the equity investment was assessed by an independent valuer and based on the assessment carried out by the said valuer, the company has made a provision for impairment of its investment in Manugraph DGM Inc. being the diminution in its value other than temporary of Rs. 6,000 lakhs. The Company has disclosed the same as an exceptional item considering the incidence of the provision.

iv During the year the Company has sold its entire stake in Manugraph Kenya Limited, Nairobi

v The Company has converted its Long Term Loan aggregating to Rs. 3,869.23 lakhs to its wholly owned subsidiary company M/s Manugraph DGM Inc. into 100000 2% Preferred Stock with no par value during the year for an aggregate paid-up value of USD 7.85 million. The preferred stock are issued on non-cumulative basis and are redeemable at par at anytime after three years. The preferred stock are convertible to equity at anytime at the option of the holder.

The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock as adjusted on account of excesses and shortages as ascertained on physical count and write off of obsolete and unserviceable components.

1 Disclosure as required by Accounting Standard - AS 18 "Related Parties" issued by the Institute of Chartered Accountants of India

I Relationships:

Subsidiaries

Constrad Agencies (Bombay) Private Limited

Manugraph Kenya Limited (upto 30.03.2012)

Manugraph DGM Inc. USA.

Entities where significant influence exists

Multigraph Machinery Company Limited

Manubhai Sons and Company

Mercongraphic FZC, (w.e.f. 02.11.2010)

Key Management Personnel

Mr. Sanjay S. Shah - Vice Chairman and Managing Director

Mr. Pradeep S.Shah - Managing Director

Mr. S. M. Mordekar-Whole-time Director

Relatives of key management personnel

Mr. Sanat M. Shah - Father of Messers Sanjay Shah and Pradeep Shah

Mrs.Sudha S. Shah - Mother of Messers Sanjay Shah and Pradeep Shah

Mr.Kushal Shah - - Son of Mr. Sanjay Shah

II The Related party transactions are detailed as required by AS-18 in the attached statement 1

2 Contingent Liabilities and Commitments

Description 2011-12 2010-11

(Rs. In lakhs) (Rs. In lakhs)

i Contingent liabilities

(a) Claims against the company not acknowledged as debt; 102.76 102.40

(b) Guarantees;

On account of guarantees executed by the company's bankers: 1,084.99 1,152.19 On account of the guarantee given by the company in respect of credit facilities availed by its subsidiary Manugraph DGM, Inc. from their bankers. Undertaking in the form of Support Agreement in favour of subsidiary's bankers and Bank guarantee for the value of USD 4.25 million (PY USD 5 million ) 2,659.46 2,556.21

(c) Other money for which the company is contingently liable

Income-tax, sales tax, customs duty, excise duty and service tax demands against which the company has preferred appeals / made

representation 107.45 66.94

On account of undertakings given by the company in favour of Customs

Authority. 1,240.00 2.175.70

TOTAL 5,194.66 6,053.44

ii Commitments

(a) Estimated amount of contracts remaining to be executed on capital account and not provided

for; 21.94 8.48

(b) Uncalled liability on shares and

other investments partly paid - -

(c) Other commitments (specify nature). - -

TOTAL 21.94 8.48

3 In the opinion of the Board, the current assets, loans and advances are approximately at the value stated, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

4 Confirmations from some of the creditors were not received by the company and therefore their balances are as per books of account only.

5 Prior year Comparatives

Hitherto, up to the year ended March 31, 201 1, the Company was preparing the financial statements as per the pre-revised Schedule VI to the Companies Act, 1956. During the year ended March 31, 2012, the Revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified the published previous year figures to conform to the norms of the Revised Schedule VI. The adoption of the revised Schedule VI does not impact recognition and measurement principles followed for preparation of the financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of Balance Sheet.

6 Segment Reporting as required by AS - 17

The operation of the company represents wholly one segment of activity relating to production of printing machines and the entire production operations are located in India as per AS -17 'Segment Reporting'. Accordingly all earnings, assets and liabilities relate to this activity only.

7 Figures have been rounded off to the nearest thousand and shown in rupees lakhs

8 Explanatory notes 1 to 42 form an integral part of the Balance Sheet and Profit and Loss Account and are duly authenticated.


Mar 31, 2011

2010-2011 2009-2010 (Rs. in lakhs) (Rs. in lakhs)

1. Contingent Liabilities

(i) Claims against the company not acknowledged as debts: 102.40 63.32

(ii) income-tax, sales tax, customs duty, excise duty and service tax demands 66.94 55.21 against which the company has preferred appeal/ made representation

Unexpired letters of credit opened by banks amount to: - 214.58

iv> On account of guarantees executed by the company's bankers: 1152.19 3398.55

ivi On account of undertakings given by the company in favour of Customs 2175.70 3504.20

Authority:

ii On account of the guarantee given by the company in respect of credit facilities availed by its subsidiary Manugraph DGM, Inc. from their bankers :

Undertaking in the form of Support Agreement in favour of subsidiary's bankers 2556.21 3266.67 and Bank guarantee for the value of USD 5 million.

2. In the opinion of the Board, the current assets, loans and advances are approximately at the value stated, if realised in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3. Confirmations from some of the creditors were not received by the company and therefore their balances are as per books of account only.

4. The company has during the year obtained waiver from payment of deferred payment liability of Rs. 315.81 lakhs due towards balance consideration payable for purchase of shares of subsidiary Manugraph DGM Inc. The company has adjusted the said amount against the value,
5. The operation of the company represents wholly one segment of activity relating to production of printing machines and the entire production operations are located in India as per AS -17 Segment Reporting'. Accordingly all earnings, assets and liabilities relate to this activity only.

6. Related parties disclosure (as identified by the management) Related party relationships

(a) Subsidiary companies

Constrad Agencies (Bombay) Private Limited Manugraph Kenya Limited Manugraph DGM Inc. USA

(b) Entities where significant influence exists

Multigraph Machinery Company Limited Manubhai Sons and Company MercongraphicFZC, (w.ef. 02.11.2010)

(c) Key management personnel

Mr. Sanjay S. Shah. Vice-Chairman and Managing Director Mr. Pradeep S. Shah, Managing Director Mr. Mohan R Harshe (Upto 15.11.2010) Mr. Arun K Puri (01,08.2010 to 01.11.2010) Mr S. M. Mordekar (w.ef. 29.10.2010)

(d). Relatives of key management personnel

Mr. Sanat M. Shah (Father of Messrs. Sanjay and Pradeep Shah)

Mrs. Sudha S. Shah (Mother of Messrs Sanjay Shah & Pradeep Shah)

Mr. Kushal Shah (Son of Mr. Sanjay S. Shah)

7. Figures of the previous year have been re-grouped and re-arranged wherever necessary to make them comparable with the figures of the current year.

8. Figures in parenthesis are in respect of the previous year.

9. Figures have been rounded off to the nearest thousand and shown in rupees lakhs.


Mar 31, 2010

1 Contingent liabilities

(i) Claims against the company not acknowledged as debts : 63.32 33.03

(ii) Income-tax, sales tax, customs duty, excise duty and service tax demands against 55.21 91.55

which the company has preferred appeals/made representations

(iii) Unexpired letters of credit opened by banks amount to : 214.58 12.51

(iv) On account of guarantees executed by the companys bankers 3398.55 8.34

(v) On account of undertakings given by the company in favour of Customs 3504.20 953.50

Authority

(vi) On account of the following guarantees given by the company in respect of credit facilities given to its subsidiary Manugraph DGM, Inc. by their bankers :

Undertaking in the form of support agreement in favour of subsidiarys 3266.67 3861.85 bankers and bank guarantee for the value of USD. 5 million

2 The current assets, loans and advances are approximately of the value stated, if realised in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3 Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) The company has amounts due to suppliers under MSMED as at 31st March, 2010. The discloure pursuant to the said Act is as under :

4 Confirmations from some of the creditors were not received by the company and therefore their balances are per books of account only.

5 Revenue expenses on research and development activities amounting to Rs. 183.23 lakhs (previous year Rs. 431.28 lakhs) as certified by the management have been debited to the profit and loss account, per past practice of the company.

6 The company provides gratuity to all employees. The benefit is in the form of lumpsum payments to vested employees on resignation, retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic salary and allowance for each completed year of service. Vesting occurs upon completion of five years of service. The company makes annual contributions to fund administered by trustees and managed by Life Insurance Corporation of India, for amounts notified by it. The gratuity benefit is a defined benefit plan.

Reconciliation of opening and closing balances of the present value of the defined benefit obligation

7 The operation of the company represents wholly one segment of activity relating to production of printing machines and the entire production operations are located in India. Accordingly all earnings, assets and liabilities relate to this activity only.

Note:

The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock as adjusted on account of excesses and shortages ascertained on physical count and write off of obsolete and unserviceable components.

Note:

The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock as adjusted on account of excesses and shortages ascertained on physical count and write off of obsolete and unserviceable components.

Note :

In giving the above information, the company has taken the view that spares and components as referred to in clause 4D(c) of part II of Schedule VI cover only such items as go directly into producti on.

8 Related parties disclosure (as identified by the management) Related party relationships

(a) Subsidiary companies Constrad Agencies (Bombay) Private Limited Manugraph Kenya Limited Manugraph DGM Inc. USA.

(b) Other related parties where control exists Multigraph Machinery Company Limited Manu Enterprises Limited Manubhai Sons and Company

(c) Key management personnel Mr. Sanjay S. Shah, Vice-Chairman and Managing Director Mr. Pradeep S. Shah, Managing Director

(d) Relatives of key management personnel Mr. Sanat M. Shah, (Father of Messrs. Sanjay and Pradeep Shah) Mrs. Ameeta S. Shah, (Spouse of Mr. Sanjay S. Shah) Mrs. Rupali P. Shah, (Spouse of Mr. Pradeep S. Shah)

9 Figures of the previous year have been regrouped to confirm with this years groupings wherever necessary.

10 Figures in parenthesis are in respect of the previous year.

11 Figures have been rounded off to the nearest thousand and shown in rupees lakhs.

 
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