Manugraph India : CG Report 31032024

Scrip code	General information about company
	505324
NSE Symbol		MANUGRAPH
MSEI Symbol		N.A.
ISIN		INE867A01022
Name of the entity		MANUGRAPH INDIA LIMITED
Date of start of financial year		1-Apr-23
Date of end of financial year		31-Mar-24
Reporting Quarter		Yearly
Date of Report		31-Mar-24
Risk management committee		Not Applicable
Market Capitalisation as per immediate previous Financial Year	Any other

1 Name of Listed Entity

: Manugraph India Limited

2

Quarter ending

: March 31, 2024

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

-

Wether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Disqualification of Directors under section 164 of the Companies Act,

Yes

2013

Title

Name of the Director

PAN

DIN

Category (Chairperson /

Date of Birth

Whether the

Start Date of

End Date of

Details of

Current

Whether

Date of

Initial Date of

Date of Re-

Date of

Tenure

No of

No of

Number of

No of post of

(Mr. /

Executive / Non-Executive /

director is

disqualificati

disqualificati

disqualificati

status

special

passing

Appointment

Appointment

cessation

of

Directorship in

Independent

memberships in

Chairperson in Audit/

Ms.)

independent / Nominee) &

disqualified?

on

on

on

resolution

special

in the current

director

listed entities

Directorship in

Audit/ Stakeholder

Stakeholder Committee

passed?

resolution

term

(in

including this

listed entities

Committee(s)

held in listed entities

[Refer Reg.

months)

listed entity

including this

including this listed

including this listed

17(1A) of

(Refer

listed entity

entity (Refer

entity (Refer Regulation

Listing

Regulation

(Refer

Regulation 26(1) of

26(1) of Listing

Regulations]

17A of Listing

Regulation

Listing Regulations)

Regulations)

Regulations)

17A(1) of Listing

31-Jul-59

No

Active

NA

-

11-Aug-89

1-Apr-22

-

Regulations

Mr.

Sanjay S. Shah

AAIPS0615D

00248592

Executive Director, Chairman

N.A.

1

0

1

0

related to Promoter, CEO-MD

Mr.

Pradeep S. Shah

AAHPS6793D

00248692

Executive Director; MD

13-Dec-60

No

Active

NA

-

11-Aug-89

1-Apr-22

-

N.A.

1

0

0

0

Mrs.

Basheera J. Indorewala

AAIPI8418G

07294515

Non Executive - Independent

15-Feb-84

No

Active

NA

-

7-Feb-18

7-Feb-23

-

70

1

1

2

0

Mr.

Shailesh B. Shirguppi

AJWPS1459A

08770042

Executive Director; WTD

9-Aug-67

No

Active

NA

-

1-Jul-20

1-Jul-23

-

N.A.

1

0

0

0

Mrs.

Madhavi Kilachand

AACPK3750D

00296504

Non Executive - Independent

16-Sep-61

No

Active

NA

-

28-Jun-21

28-Jun-21

-

33

1

1

0

0

Mr.

K N Padmanabhan

AOWPP5754Q

10040838

Non Executive - Independent

9-Jun-57

No

Active

NA

-

2-Mar-23

2-Mar-23

-

13

1

1

2

2

1. Composition of Committees

1 Audit Committee

Whether Audit Committee has a regular Chairperson	Yes
DIN	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
10040838	Mr. K N Padmanabhan	Non Exective - Independent Director	Chairman	2-Mar-23
00368177	Mr. Nimish Vakil	Non Exective - Independent Director	Member	2-Mar-23
07294515	Mrs. Basheera Indorewala	Non Exective - Independent Director	Member	26-May-22

2 Nomination & Remuneration Committee

	Whether Nomination & Remuneration Committee has a regular Chairperson	Yes
	DIN	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
	10040838	Mr. K N Padmanabhan	Non Exective - Independent Director	Chairman	2-Mar-23
	00368177	Mr. Nimish Vakil	Non Exective - Independent Director	Member	2-Mar-23
	07294515	Mrs. Basheera Indorewala	Non Exective - Independent Director	Member	2-Mar-23
3 Risk Management Committee (if applicable)		Not Applicable

4 Stakeholders Relationship Committee

Whether Stakeholders Relationship Committee has a regular Chairperson	Yes
DIN	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
10040838	Mr. K N Padmanabhan	Non Exective - Independent Director	Chairman	2-Mar-23
00248592	Mr. Sanjay S. Shah	Executive Director	Member	16-Feb-96
07294515	Mrs. Basheera J. Indorewala	Non Exective - Independent Director	Member	13-Aug-18

5 Corporate Social Responsibility Committee

Not Applicable

III. Meeting of Board of Directors

Date(s) of Meeting (if any) in

Date(s) of Meeting (if

Maximum gap between

Notes for not providing

Whether

Total Number of

Number of Directors

No. of Independent

the previous quarter

any) in the relevant

any two consecutive

Date

requirement of

Directors as on

present* (All directors

Directors attending the

quarter

meetings

Quorum met

date of the

including Independent

meeting*

(in number of days)

(Yes/No)

meeting

Director)

9-Nov-23

Yes

7

6

3

IV. Meeting of Committees

12-Feb-24

94

Yes

7

6

3

Name of Committee

Date(s) of meeting of the

Date(s) of meeting of the

Maximum gap between

Name of other

Reson for not

Whether requirement of

Total Number of

Number of Directors

committee in the relevant

committee in the

any two consecutive

committee

providing date

Quorum met (Yes/No)

Directors in the

Present (All Directors

quarter

previous quarter

meetings

Committee as on date of

including Independent

(in number of days)

the meeting

Director)

Audit Committee

9-Nov-23

Yes

3

2

Audit Committee

12-Feb-24

94

Yes

3

2

Stakeholders Relationship

9-Nov-23

Yes

3

2

Committee

Committee

12-Feb-24

94

Yes

3

2

Stakeholders Relationship

Annexure I

1. Related Party Transactions

Whether prior approval of audit committee obtainedSubject

Whether shareholder approval obtained for material RPT

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee

VI. Affirmations

Compliance status (Yes/No/NA) refer note below

Yes

1. A Yes

1 The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2	The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
a.	Audit Committee
b.	Nomination & Remuneration Committee
c.	Stakeholders Relationship Committee
d.	Risk Management Committee (applicable to the top 1000 listed entities)
3	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements)
4	Regulations, 2015.
The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure
	Requirements) Regulations, 2015.

5 This report and/or the report submitted in the previous quarter has been placed before Board of Directors.

	Annexure I
Subject	Compliance Status
Name of the Sigatory	Mihir V Mehta
Designation	Company Secretary &
	Compliance Officer

Yes

Yes

Yes

Yes

Not applicable

Yes

Yes

Yes

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I	Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status	If status is "No"	Web address
		(Yes/No/NA)	details of non-
			compliance may
			be given here.
1	Details of business	Yes		http://manugraph.com/our_product.html
2	Terms and conditions of appointment of independent directors	Yes		pdfhttp://manugraph.com/Files/MIL_Terms_of_Appointment_Independent_Directors.
3	Composition of various committees of board of directors	Yes		http://www.manugraph.com/Files/MIL_Board_Committees_02032023.pdf
4	Code of conduct of board of directors and senior management personnel	Yes		http://manugraph.com/MIL_Code_of_Conduct.pdf
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		http://manugraph.com/Files/MIL_Vigil_Mechanism_Policy_2021_F.pdf
6	Criteria of making payments to non-executive directors	Yes		http://manugraph.com/Files/Policy_on_Appointment_&_Evaluation_Final.pdf
7	Policy on dealing with related party transactions	Yes		http://manugraph.com/Files/Related_Party_Transactions_Policy_2019_F.pdf
8	Policy for determining 'material' subsidiaries	NA
9	Details of familiarization programmes imparted to independent directors	Yes		http://manugraph.com/Files/MIL_Familirisation_Program_ID_F.pdf
10	Email address for grievance redressal and other relevant details	Yes		http://manugraph.com/investor_relations.html
11	investorContact informationgrievances of the designated officials of the listed entity who are responsible for assisting and handling	Yes		http://manugraph.com/investor_relations.html
12	Financial results	Yes		http://www.manugraph.com/FinancialResult/MIL_UFR_31122023.pdf
13	Shareholding pattern	Yes		http://www.manugraph.com/Files/MIL_SHP_505324_31032024.pdf
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	investorsSchedule ofsimultaneouslyanalyst or institutionalwith submissioninvestortomeetstockandexchangepresentations made by the listed entity to analysts or institutional	NA
15.2	Audio or video recordings and transcripts of post earnings/quarterly calls	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		http://www.manugraph.com/Files/MIL_NP_UFR_Sakal_14022024.pdf
18	Credit rating or revision in credit rating obtained	NA
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Secretarial Compliance Report	Yes		http://www.manugraph.com/Files/MIL_ASCR_31032023.pdf
21	Materiality Policy as per Regulation 30 (4)	Yes		http://manugraph.com/Files/MIL_Policy_for_determination_of_materiality_F.pdf
22	regulationDisclosure 30(5)of contact details of KMP who are authorized for the purpose of determining materiality as required under	Yes		http://manugraph.com/Files/MIL_Policy_for_determination_of_materiality_F.pdf
23	Disclosures under regulation 30(8)	Yes		http://www.manugraph.com/frmFinancialReport.aspx?ID=3
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	NA
26	Annual return as provided under section 92 of the Companies Act, 2013	Yes		http://www.manugraph.com/Files/Form_MGT_7_MIL_2022-23_F_SS.pdf

27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		Confirm
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		Confirm

II	Annual Confirmations
Sr	Particulars	Regulation Number	Compliance status	If status is "No" details of non-
			(Yes/No/NA)	compliance may be given here.
1	Independent director(s) have been appointed in	16(1)(b) & 25(6)	Yes
	terms of specified criteria of 'independence'
	and/or 'eligibility'
2	Board composition	17(1), 17(1A) &	Yes
		17(1C), 17(1D) &
		17(1E)
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be	18(3)	Yes
	reviewed by the audit committee
18	Composition of nomination & remuneration	19(1) & (2)	Yes
	committee
19	Quorum of Nomination and Remuneration	19(2A)	Yes
	Committee meeting
20	Meeting of Nomination and Remuneration	19(3A)	Yes
	Committee
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship	20(1), 20(2) & 20(2A)	Yes
	Committee
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management	21(1),(2),(3),(4)	NA
	committee
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee meeting	21(3B)	NA
28	Gap between the meetings of the Risk	21(3C)	NA
	Management Committee
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), &	Yes
		(8)
31	Prior or Omnibus approval of Audit Committee for	23(2), (3)	Yes
	all related party transactions
32	Approval for material related party transactions	23(4)	Yes
33	Disclosure of related party transactions on	23(9)	Yes
	consolidated basis
34	Composition of Board of Directors of unlisted	24(1)	NA
	material Subsidiary
35	Other Corporate Governance requirements with	24(2),(3),(4),(5) & (6)	NA
	respect to subsidiary of listed entity
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes

38	Appointment, Re-appointment or removal of an	25(2A)	Yes
	Independent Director through special resolution
	or the alternate mechanism
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	Yes
43	Confirmation with respect to appointment of	25(11)	Yes
	Independent Directors who resigned from the
	listed entity
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance code of conduct	26(3)	Yes
	from members of Board of Directors and Senior
	management personnel
46	Disclosure of Shareholding by Non-Executive	26(4)	Yes
	Directors
47	Policy with respect to Obligations of directors and	26(2) & 26(5)	Yes
	senior management
48	Approval of the Board and shareholders for	26(6)	NA
	compensation or profit sharing in connection with
	dealings in the securities of the listed entity
49	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2)	Yes
	Any other information to be provided - Add Notes

Name of the Sigatory	Annexure II
Mihir Mehta
Designation	Company Secretary & Compliance Officer
III Affirmations	Annexure II
Sr. No. Particulars		Compliance status
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance	(Yes/ o/NA)
NA
requirements with respect to subsidiary of Listed Entity have been complied
Name of the Sigatory	Annexure II
Mihir Mehta
Designation	Company Secretary & Compliance Officer
dditional Half yearly Disclosure	Applicable
Applicability of disclosure
Reason for Non Applicability	Textual Information(1)

1. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
   (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to

Entity	Aggregate amount	Balance outstanding
	advanced during six	at the end of six
Promoter or any other entity controlled by them	months	months
0	0
Promoter Group or any other entity controlled by	0	0
them	0	0
Directors (including relatives) or any other entity
controlled by them	0	0
KMPs or any other entity controlled by them

1. Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

Entity	Type (guarantee,	Aggregate amount of	Balance outstanding at the end
	comfort letter etc.)	issuance during six	of six months(taking into
Promoter or any other entity controlled by them	0	months	account any invocation)
0	0
Promoter Group or any other entity controlled by	0	0	0
Directors (including relatives) or any other entity	0	0	0
controlled by them	0	0	0
KMPs or any other entity controlled by them

1. Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

Entity	Type of security	Aggregate value of	Balance outstanding at the end
	(cash, shares etc.)	security provided	of six months
Promoter or any other entity controlled by them	0	during six months	0
0
Promoter Group or any other entity controlled by	0	0	0
Directors (including relatives) or any other entity	0	0	0
controlled by them	0	0	0
KMPs or any other entity controlled by them

(D) Additional Information

Allffirmati(orns

nameloanscalled)otheror securitiesform ofindirectlydebt),connectionguarantees,withcomfortany loan(s)letters(or(byotherwhateverform

of debt) given directly or by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.

Compliance Status	Company Remarks
Yes