Manugraph India : MIL AGM Notice 2024

is hereby given that the Fifty Second Annual General Meeting of the Members of the Company

willNOTICEbe held onthrough Video Conferencing (" ")/ Other

Audio Visual MeansFriday,(" September") (hereinafter27, 2024referredat 12.30topas.m"electronic. AGM"/ "e-AGM"), to VCtransact the following businesses. OAVM

1ORDINARY. To considerBUSINESSES:and adopt (a) the audited financial statement of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon; and in this regard, pass the following resolution(s) as an

the audited financial statementOrdi aryof theR solution(s):Company for the financial year ended March"RESOLVED31, 2024,THATthe reports of the Board of Directors and Auditors thereon be and are hereby considered and adopted."

2. To appoint a Director in place of Mr. Shailesh B. Shirguppi (DIN: 08770042), who retires by rotation and being eligible, offers himself for re-appointment and in this regard, to pass the following resolution as an

Mr. ShaileshOrdinaryB. ResolShirguppition:(DIN: 08770042) who retires by rotation at this meeting"RESOLVEDand beingTHATeligible 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:

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

Special" Resolution(s):pursuant to the provisions of Section 197, Schedule V of the Companies Act, 2013RESOLVEDread withTHATthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutes/ rules/regulations, if any, (including any statutory modification(s), amendment or re-enactment(s) thereof for the time being in force), and/or subject to the approval of the shareholders and/or the Central Government as may be applicable, approval of the Board 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, 2025, not liable to retire by rotation, on the following terms of remuneration:

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"apart from the aforesaid remuneration, Mr. Sanjay S. Shah, ChairmanRESOLVED& ManagingFURTHERDirectorTHAT 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."

"Mr. Sanjay S. Shah will also be entitled for the reimbursement of

actualRESOLVEDentertainment,FURTHER travelling,THAT 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."

"in the event of no profits / inadequacy of profits, Mr. Sanjay S. Shah, ChairmanRESOLVED& ManagingFURTHERDirectorTHAT shall be paid above remuneration as minimum remuneration."

"Mr. Sanjay S. Shah, Chairman & Managing Director shall, in addition toRESOLVEDthe aboveFURTHERmentionedTHATsalary & 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, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable statutes / rules / regulations, if any, including any statutory amendment, modification from time to time."

"in the event of any re-enactment or recodification of the Companies Act,RESOLVED2013 andFURTHERthe Rules THATmade 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."

"the Board of Directors of the Company be and is hereby authorized toRESOLVEDdo all suchFURTHERacts, deeds,THATmatters 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."

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Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable statutes / rules / regulations, if any, including any statutory amendment, modification from time to time."

"in the event of any re-enactment or recodification of the Companies Act,RESOLVED2013 andFURTHERthe Rules THATmade 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."

"the Board of Directors of the Company be and is hereby authorized toRESOLVEDdo all suchFURTHERacts, deeds,THATmatters 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 an Ordinary Resolution(s):subject to applicable provisions of Securities and Exchange Board of India (Listing"RESOLVEDObligationsTHAT and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 including rules / regulations made thereunder, other applicable laws, / statutory provisions including any modifications / amendments / re-enactments, and any circulars issued in this regard, subject to such other consents, permissions, approvals as may be required in this behalf, the Company's Policy on Related Party Transactions and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to avail / continue to avail unsecured inter-corporate loans from promoters of the Company including Multigraph Machinery Company Private Limited, upto Rs. 14,00,00,000/- (Rupees Fourteen Crores only), (including the inter corporate loan already availed by the Company) in such tranches and at such interest rate, not lower than the yield rate on government securities and on such other terms and conditions as the Board of Directors of the Company (which term shall deem to include any committee thereof or director(s) or official(s) of the Company for the time being authorized by the Board to exercise the powers conferred on the Board by this Resolution) may deem fit, in compliance with any requirements of applicable law, notwithstanding that such transactions (including existing contracts / arrangements / transactions) may exceed 10% of the annual consolidated turnover of the Company in any

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financial year or such other threshold limits as may be specified by the Act or SEBI Listing Regulations from time to time."the Board be and is hereby authorized to do and perform all such acts,"RESOLVEDdeeds, mattersFURTHERandTHATthings, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals, if any, from the Banks/Financial Institutions/NBFCs; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution."

"all actions taken by the Board in connection with any matter referredRESOLVEDto orFURTHERcontemplatedTHATin this Resolution, be and is hereby approved, ratified and confirmed in all respects."

6. To consider, and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution(s):pursuant to the provisions of Section 148 and other applicable provisions, if any,"RESOLVEDof the CompaniesTHAT 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, 2025, be paid the remuneration of Rs. 1,25,000/- (Rupees One Lakh and Twenty Five Thousand only) per annum."

the Board of Directors of the Company be and is hereby authorised to"RESOLVEDdo all acts FURTHERand take allTHATsuch steps as may be necessary, proper or expedient to give effect to this resolution."

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decided to include Item Nos. 3, 4, 5 and 6 as given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.

6. In terms of the provisions of Section 152 of the Act, Mr. Shailesh B. Shirguppi (DIN: 08770042) retires by rotation at this AGM. Nomination & Remuneration Committee (N&RC or NRC) and Board of Directors of the Company commend his re-appointment. Mr. Shailesh b. Shirguppi is interested in the ordinary resolution set out at item no. 2 of the notice with regard to his re- appointment. The other relatives of Mr. Shailesh B. Shirguppi may be deemed to be interested in the resolution set out at Item Nos. 2 of the Notice, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item No. 2 of the Notice.

7. Details of Directors retiring by rotation / seeking appointment / re-appointment at this Meeting are provided in the "Annexure" to the Notice. Requisite declarations have been received from the Directors seeking appointment/reappointment.

8. In compliance with the MCA Circulars and SEBI Circular dated October 7, 2023, Notice of the AGM along with the Annual Report for the financial year 2023-24 is being sent only through electronic mode to those Members whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Members may note that the Notice and Annual Report for the financial year 2023-24 will also be available on the Company's website at www.manugraph.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com, respectively, on the website of Company's Registrar and Transfer Agent, www.linkintime.co.in, and on the website of NSDL at www.evoting.nsdl.com. Physical copy of the Notice of the AGM along with Annual Report for the financial year 2023-24 shall be sent to those Members who request for the same.

9. Members who have not registered their e-mail addresses so far, are requested to register their e- mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically. In case of members holding shares in physical mode are requested to register / update their email id by writing to the Company at [email protected]providing their folio no. and scanned self-attested copy of PAN card. In case of members holding shares in demat mode, members are requested to register / update their email id with the relevant depository participant.

10. The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting and shall be kept opened throughout the proceedings of the meeting. The members can join the AGM by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large shareholders (shareholders holding 2% or more shareholding), Promoter/ Promoter Group,

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Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

11. Members, who would like to express their views or ask questions / queries during the 52nd AGM with regard to the Financial Statements or any other agenda item to be placed at the 52nd AGM, need to register themselves as a speaker Shareholder by sending their written requests from their registered e-mail address mentioning their name, DP ID and Client ID number/ folio number and mobile number, at Company's investor desk at [email protected]. The speaker registration can be done between September 5, 2024 to September 13, 2024. The speaker registration will close by 2.00 p.m. (IST) on September 13, 2024.

12. Only those Members who have registered themselves as a speaker will be allowed to ask questions during the 52nd AGM, depending upon the availability of time. The Company reserves the right to restrict the number of speakers and time allotted to speak, as appropriate for smooth conduct of the 52nd AGM.

13. Corporate / Institutional members intending their authorised representatives to attend the AGM, are requested to send to the Company scanned copies of the Board Resolution/Letter of Authorisation / Power of Attorney authorising their representative to attend and vote at this AGM through electronic means, through their registered email addresses to the e-voting service

provider viz.and/or to the Scrutinizer viz. M/s. Aashish Bhatt & Associates, Practicing Companyevoting@nsdlSecretary.co.in (Firm Regn. No. 7023) on their email address i.e. [email protected].

14. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period commences on Monday, September 23, 2024 (9.00 a.m.) and ends on Thursday, September 26, 2024 (5.00 p.m.). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, September 20, 2024 i.e. cut-off date, may cast their vote electronically. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

15. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

The Board of Directors has appointed Mr. Aashish K. Bhatt (Membership No. 19639 and CP No.

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