Manugraph India : MIL AGM Notice 29092021

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49th Annual Report 2020-2021

MANUGRAPH INDIA LIMITED

(CIN: L29290MH1972PLC015772)

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

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

Website: www.manugraph.com

NOTICE

NOTICE is hereby given that the Forty Ninth Annual General Meeting of the Members of the Company will be held on Wednesday, September 29, 2021 at 3.00 p.m. through video conferencing ("VC")/ other audio visual means ("OAVM") (hereinafter referred to as "electronic AGM"/ "e-AGM"), to transact the following businesses:

ORDINARY BUSINESSES:

1. To consider and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the report of the Auditors thereon and in this regard, pass the following resolution(s) as an Ordinary Resolution(s):
2. 1. "RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2021, the reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted."
   2. "RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Auditors thereon be and are hereby considered and adopted."
3. To appoint a Director in place of Mr. Sanjay S. Shah (DIN: 00248592), who retires by rotation and being eligible, offers himself for re-appointment and in this regard, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Sanjay S. Shah (DIN: 00248592) who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESSES:

1. To consider, and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution(s):
   "RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association, approvals and recommendations of the Nomination and Remuneration Committee of the Board and that of the Board, Ms. Madhavi Kilachand (DIN: 00296504), who was appointed as an Additional and Independent Director by the Board of Directors at their meeting held on June 28, 2021 with immediate effect and who holds office as an Independent Director up to this AGM and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature for the office of Director, being eligible, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years from the date of her appointment."
   "RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. To consider, and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution(s):
   "RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, Schedule V of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable rules, if any, pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company, and pursuant to the recommendations of the Nomination & Remuneration Committee of the Board and that of the Board and/or such other approvals, permissions and sanctions as may be required, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Sanjay S. Shah (DIN: 00248592) as the Chairman & Managing Director, not liable to retire by rotation, for a period of three years commencing from April 1, 2022 on the following terms of remuneration:

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AGM Notice

Head	Per month	Per Annum
Basic Salary	Rs. 550,000/-	Rs. 6,600,000/-
HRA (60% of Basic)	Rs. 330,000/-	Rs. 3,960,000/-
Perquisites (20% of Basic)	Rs. 110,000/-	Rs. 1,320,000/-
Other Benefits as per Company's HR Policy	To be valued as per Income Tax Rules

"RESOLVED FURTHER THAT apart from the aforesaid remuneration, Mr. Sanjay S. Shah, Chairman & Managing Director shall also be eligible for Provident Fund, Superannuation Fund, Gratuity Scheme, Annuity Scheme, Leave, Leave Encashment in accordance with the Company's Schemes & Rules as may be applicable from time to time."

"RESOLVED FURTHER THAT Mr. Sanjay S. Shah will also be entitled for the reimbursement of actual entertainment, travelling, boarding and lodging expenses, in connection with the Company's business and such other benefits/amenities and other privileges, as in force from time-to-time."

"RESOLVED FURTHER THAT in the event of no profits / inadequacy of profits, Mr. Sanjay S. Shah, Chairman & Managing Director shall be paid above remuneration as minimum remuneration."

"RESOLVED FURTHER THAT Mr. Sanjay S. Shah, Chairman & Managing Director shall, in addition to the above mentioned salary & perquisites, be paid commission on the annual net profits (whenever applicable) at such rate as may be fixed by the Board of Directors of the Company upon recommendation of the Nomination & Remuneration Committee of the Board and/or in accordance with the Remuneration Policy of the Company and subject to the overall ceiling laid down under the Companies Act, 2013, Schedule V of the Companies Act, 2013 with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any other applicable rules, if any, including any Statutory Amendment, modification from time to time."

"RESOLVED FURTHER THAT in the event of any re-enactment or recodification of the Companies Act, 2013 and the Rules made thereunder or the Income Tax Act, 1961 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, or amendments thereto, the foregoing shall continue to remain in force and the reference to various provisions of the Companies Act, 2013 or the Income Tax Act, 1961 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be deemed to be substituted by the corresponding provisions of the new Act, or the amendments thereto or the Rules and Regulations, notifications issued thereunder."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable for giving effect to the foregoing resolution, and to settle any question, or doubt that may arise in relation thereto."

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

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, Schedule V of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable rules, if any, pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company, and pursuant to the recommendations of the Nomination & Remuneration Committee of the Board and that of the Board and/or such other approvals, permissions and sanctions as may be required, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Pradeep S. Shah (DIN: 00248692) as the Vice Chairman & Managing Director, not liable to retire by rotation, for a period of three years commencing from April 1, 2022 on the following terms of remuneration:

Head	Per month	Per Annum
Basic Salary	Rs. 550,000/-	Rs. 6,600,000/-
HRA (60% of Basic)	Rs. 330,000/-	Rs. 3,960,000/-
Perquisites (20% of Basic)	Rs. 110,000/-	Rs. 1,320,000/-
Other Benefits as per Company's HR Policy	To be valued as per Income Tax Rules

"RESOLVED FURTHER THAT apart from the aforesaid remuneration, Mr. Pradeep S. Shah, Vice Chairman & Managing Director shall also be eligible for Provident Fund, Superannuation Fund, Gratuity Scheme, Annuity Scheme, Leave, Leave Encashment in accordance with the Company's Schemes & Rules as may be applicable from time to time."

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49th Annual Report 2020-2021

"RESOLVED FURTHERTHAT Mr. Pradeep S. Shah,Vice Chairman & Managing Director will also be entitled for the reimbursement of actual entertainment, travelling, boarding and lodging expenses, in connection with the Company's business and such other benefits/amenities and other privileges, as in force from time-to-time."

"RESOLVED FURTHER THAT in the event of no profits / inadequacy of profits, Mr. Pradeep S. Shah, Vice Chairman & Managing Director shall be paid above remuneration as minimum remuneration."

"RESOLVED FURTHER THAT Mr. Pradeep S. Shah, Vice Chairman & Managing Director shall, in addition to the above mentioned salary & perquisites, be paid commission on the annual net profits (whenever applicable) at such rate as may be fixed by the Board of Directors of the Company upon recommendation of the Nomination & Remuneration Committee of the Board and/or in accordance with the Remuneration Policy of the Company and subject to the overall ceiling laid down under the Companies Act, 2013, Schedule V of the Companies Act, 2013 with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and any other applicable rules, if any, including any Statutory Amendment, modification from time to time."

"RESOLVED FURTHER THAT in the event of any re-enactment or recodification of the Companies Act, 2013 and the Rules made thereunder or the Income Tax Act, 1961 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, or amendments thereto, the foregoing shall continue to remain in force and the reference to various provisions of the Companies Act, 2013 or the Income Tax Act, 1961 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be deemed to be substituted by the corresponding provisions of the new Act, or the amendments thereto or the Rules and Regulations, notifications issued thereunder."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, it may consider necessary, expedient or desirable for giving effect to the foregoing resolution, and to settle any question, or doubt that may arise in relation thereto."

6. To consider, and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution(s):

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, be paid the remuneration of Rs. 1,50,000/- (Rupees One Lakh and Fifty Thousand only) per annum."

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

By Order of the Board of Directors

Mihir Mehta

Company Secretary

Registered Office:

2nd Floor, Sidhwa House, N.A. Sawant Marg,

Colaba, Mumbai - 400 005, India.

Dated: August 10, 2021

NOTES:

1. In view of the ongoing Covid-19 pandemic and pursuant to General Circular no. 20/2020 dated May 5, 2020 read with Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 02/2021 dated January 13, 2021, General Circular No. 10/2021 dated June 23, 2021 (collectively referred to as "MCA Circulars") issued by the Ministry of Corporate Affairs ('MCA') and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and circular no. SEBI/HO/ CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (SEBI) (collectively referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), MCA Circulars and SEBI Circulars, the Company has decided to hold its 49th AGM through video conferencing ("VC") or other audio visual means ("OAVM") (hereinafter referred to as "electronic means") i.e. without the

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