Manugraph India : CG Report 31032024

About this update from Manugraph India Limited

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 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 Related Party Transactions Whether prior approval of audit committee obtained Subject 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 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 pdf http://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 investor Contact information grievances 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 investors Schedule of simultaneously analyst or institutional with submission investor to meet stock and exchange presentations 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 regulation Disclosure 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) 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 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 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 All ffirmati (or ns name loans called) other or securities form of indirectly debt), connection guarantees, with comfort any loan(s) letters (or (by other whatever form 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

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