Merino Industries Limited Unlisted Shares Annual Reports

Merino Industries Limited Unlisted Shares

Evolving transformation: Annual Report 2023-24 **Financial Highlights:** * The company's revenue from operations increased to ₹2,25,182.73 Lakhs in FY 2023-24, compared to ₹2,17,550.23 Lakhs in the previous year. * Profit before tax decreased to ₹16,347.95 Lakhs from ₹17,410.05 Lakhs in the previous year. * Net profit after taxes was ₹12,153.70 Lakhs, compared to ₹11,764.51 Lakhs in the previous year. * Directors recommended a dividend of 50% (₹5/- per equity share) for declaration on August 07th, 2024, subject to shareholders' approval at the 59th Annual General Meeting. **State of Company's Affairs, Segment-Wise Performance, and Future Outlook:** * Merino Industries operates in three main segments: Laminates, Potato Flakes, and Panel Products & Furniture. The laminates segment is the most dominant in terms of profit and revenue. * The Directors and Management expect steady growth and progressive results in the coming years. **Dividend and Reserves:** * As of March 31st, 2024, ₹14,364.76 Lakhs has been standing to the credit of the general reserve. * Unclaimed and unpaid interim dividend amounting to ₹4,48,185.50 relating to FY 2016-2017 was transferred to the Investor Education and Protection Fund on September 15, 2023. **Share Capital:** * The paid-up equity share capital as of March 31st, 2024, stood at ₹1,127.94 Lakh. * The Company did not issue shares with differential voting rights or grant stock options/sweat equity during the year. **Subsidiary, Associate, or Joint Ventures:** * There were no subsidiary, associate, or joint venture companies as of March 31st, 2024. **Significant and Material Orders Passed by the Regulators:** * No significant or material orders were passed by regulators, courts, or tribunals impacting the company's going concern status and operations. **Material Changes and Commitments:** * No material changes or commitments affecting the company's financial position occurred between the end of the financial year and the date of the report. **Annual Return:** * The annual return is available at https://www.merinoindia.com/downloads.php. **Number of Board Meetings:** * Four Board of Directors meetings were held during the year. Details of meeting dates and director attendance are provided. * Independent directors conducted one meeting among themselves on March 26, 2024, to evaluate the board's and directors' performance. **Loans, Guarantees, and Investments:** * Corporate guarantees of ₹50,00,00,000 were provided to KBGB Agritech Private Limited, covered under Section 185 of the Companies Act, 2013. * Loans or investments made were within prescribed limits under Section 186 of the Companies Act, 2013. **Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:** * Information is furnished in Annexure 1, attached to the report. **Risk Management System:** * The company manages business risk as an integral part of its operating agenda. The company reviews risks periodically and has a framework for mitigation and reporting. * A formal Risk Management Committee is not mandated, but risk mitigation is continuously engaged in. **Directors and Key Managerial Personnel:** * Re-appointment of Shri Madhusudan Lohia, Shri Bikash Lohia, and Shri Nripen Kumar Dugar as Directors is subject to shareholder approval on June 18th, 2024. * Executive Chairman Shri Rup Chand Lohia has been designated as Chairman Emeritus, and Managing Director Shri Prakash Lohia has been designated as Chairman cum Managing Director, effective June 18th, 2024. * The Board accepted the resignation of Shri Anurag Lohia as Whole Time Director on November 30th, 2023. **Adequacy of Internal Financial Controls:** * The Company maintains an appropriate system of internal financial controls. It has developed Entity Level Controls and Process Level Controls framework. **Deposits:** * The Company has neither accepted nor renewed any deposits during the year. **Declaration by Independent Directors:** * Prabal Kumar Sarkar and Bama Prasad Mukhopadhyay, Independent Directors, submitted declarations of their independence, fulfilling requirements under Section 149(6) of the Act. **Auditors and Auditor's Report:** * M/s Walker Chandiok & Co LLP was appointed as the Statutory Auditor of the Company at the 57th AGM. * The Auditors' Report does not contain any qualification, reservation or adverse remark. * No frauds were reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act. **Secretarial Auditor:** * M/s. D. K. Chawla & Co. was appointed to conduct the secretarial audit. The secretarial audit report is included as Annexure 2. **Cost Auditors:** * M/s Rajendra Singh Bhati & Co. Cost Accountants, as Cost Auditors for the financial year 2024-25 approved by the board. * The remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the ensuing AGM. **Corporate Social Responsibility:** * CSR activities are categorized into Educational & Empowerment Programme, Healthcare & Holistic Living Programme, and Activities under National Mission Programme. * The Corporate Social Responsibility (CSR) Committee was re-constituted as per the provisions of Section 135 of the Companies Act, 2013. * The CSR Policy and CSR activities undertaken by the company are based on approved CSR policy. * The CSR Committee has conducted one meeting during the year. * The Company carried out CSR activities and spent the requisite amount as required by law through group-managed registered trusts. **Audit Committee:** * The Company has an Audit Committee at the Board level. As of March 31st, 2024, the Audit Committee comprised Shri Prabal Kumar Sarkar (Chairman), Shri Bama Prasad Mukhopadhyay, and Shri Prasan Lohia. **Nomination and Remuneration Committee:** * The Company has a Nomination and Remuneration Committee in accordance with Section 178 of the Act. As of March 31st, 2024, the Committee comprised Shri K T Prasad (Chairman), Shri Prabal Kumar Sarkar, and Shri Bama Prasad Mukhopadhyay. **Stakeholders Relationship Committee:** * The Company has a Stakeholders Relationship Committee to oversee transfer of securities and resolve grievances. As of March 31st, 2024, the Committee comprised Shri Bama Prasad Mukhopadhyay (Chairman) and Shri Prasan Lohia. **Vigil Mechanism:** * The Company has a vigil mechanism to provide safeguards against victimization of persons who use the mechanism. **Contracts and Arrangements with Related Parties:** * Contracts/arrangements/transactions with related parties were in the ordinary course of business and on an arm's length basis. **Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:** * The Company has a policy on Prevention of Sexual Harassment at the workplace. No complaints were received during the year. **Particulars of Employees and Related Disclosures:** * Disclosures pertaining to Remuneration and other details of employees exceeding the limits is furnished in Annexure 4. **Details of Application Made or Any Proceeding Pending under the Insolvency and Bankruptcy Code, 2016:** * NIL. **Details of Difference Between Amount of the Valuation Done at the Time of One Time Settlement and the Valuation Done While Taking Loan:** * NIL. **Compliance with Secretarial Standards:** * The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. **Directors' Responsibility Statement:** * A Directors' Responsibility Statement is provided, affirming responsibility for the preparation and presentation of true and fair financial statements, maintenance of adequate accounting records, and compliance with applicable laws. **Appreciation:** * The Board acknowledges the support and co-operation received from all its stakeholders. * Merino signifies excellence and reliability of products and services in Indian and overseas markets. * The Directors wish to place on record their appreciation to the Company's Shareholders, Business Associates, Bankers, Financial Institution and all Government Authorities for their co-operation and support. They sincerely acknowledge the significant contributions made by all the employees of the Company. **Annexure-1 Details:** * The annexure details conservation of energy & water, technology absorption for the FY 2023-24, as follows: energy stewardship, water stewardship, capital investment, and technology absorption

Merino Industries Limited Unlisted Shares

The following is a detailed summary of the Merino Industries Limited Annual Report for 2022-23. **Corporate Overview:** Merino Group, established in 1965, is a leading Indian manufacturer and marketer of interior solutions, emphasizing quality, innovation, and diversification. Headquartered in Kolkata, the company exports its products to 81 countries. The company's philosophy centers on global competence, universal well-being, and fair practices. Their product range includes laminates (HPL, Compact, Special, Performance), panels (Meister, Awan Door), worktops, MRS products, solid surfaces, luxury vinyl tiles, plywood, blockboards, and door solutions, catering to various sectors. Merino boasts 5 state-of-the-art manufacturing facilities, and 30 Merino Experience Centres across India and internationally. **Financial Highlights (FY 2022-23):** * Revenue grew by 24.77% to ₹2,17,550.23 Lakhs. * EBITDA increased by 7.35% to ₹26,962.49 Lakhs. * Profit After Tax (PAT) increased by 10.44% to ₹11,764.51 Lakhs. * Exports grew by 20.07% to ₹64,071.74 Lakhs. * The Group's contribution to the exchequer stood at ₹653.60 Crores. * Contribution to CSR was ₹288 Lakhs. **Operational Highlights:** * Capacity utilization in decorative laminate was 85.79%. * The new manufacturing facility in Halol, Gujarat is under construction, projected to produce 2,70,000 CBM of Particle Board & MFC and 2,70,000 CBM of furniture annually. It will employ over 700 people and procure 3,30,000 tonnes of timber annually. **Product Range & Innovation:** Merino offers a wide array of products, including HPL, Compact Surfaces, Panels, Exterior Grade Compacts, Worktop solutions, Solid Surfaces, Luxury Vinyl Tiles, Plywood, Blockboards, and door solutions. They are implementing SAP to improve operations and enable data-driven decisions. Merino has launched over 30 designs in its Contemporary Arts Collections and expanded its portfolio with 30+ designs in other ranges. The company has also obtained CE certification for its entire range of HPL and Compact products. **Geographic Presence & Market:** The company has a presence in 81 countries, with domestic revenues of ₹1,53,478.49 Lakhs and export revenues of ₹64,071.74 Lakhs. **Engagement Platforms:** The company aims to provide an enriching customer experience through Merino Experience Centres (MECs), digital tools like the Merino Visualiser, and Building Information Modeling (BIM) material library. **Chairman's Message:** Chairman Rup Chand Lohia notes India's impressive economic strides, its position as the fifth largest global economy. **Key Performance Indicators:** The report shows that key performance indicators were generally positive, with increases in revenue, EBITDA, and profit after tax. The company has a low debt-equity ratio and positive return on capital employed (ROCE). **Operating Context & Growth Drivers:** The company notes that it is adapting to a dynamic world by monitoring market trends. Key growth drivers include growing construction demand, increasing disposable income, a growing Indian population, increasing urbanization, surging real estate demand, technological advancements, and government initiatives. **Business Model:** Merino's business model delivers long-term value through financial, intellectual, manufactured, natural, and human capital. It aligns with its vision to co-create a sustainable future, focusing on financial performance, manufactured capital, human capital, intellectual capital, natural capital, and social and relationship capital. **Sustainability Initiatives:** Merino is committed to resource optimization, water recycling, and reducing its ecological footprint. They aim to increase the proportion of renewable energy and are implementing technologies to minimize their carbon footprint, achieving 72% of energy needs from renewable sources. The "Nirmal" programme promotes sustainable actions and outcomes, striving for balance between economic, environmental, and social performance. **Environment:** Merino focuses on preserving natural resources, reducing carbon footprint, and increasing the percentage of renewable energy in its mix. 84% of heat energy requirement of all manufacturing units is catered by biomass and process wastes. **Water:** Merino aims for water neutrality through the 5R approach (Reduce, Recycle, Reuse, Replenish, and Restore), recycling 72,000 KL+ of water annually. **Air:** Merino strives for low emissions and improved air quality, implementing wet scrubbers, electrostatic precipitators, and bag filters in its lamination plants. **Soil:** Merino promotes organic manures and afforestation and has produced 295 MT+ of bio-compost/manure in FY 2022-23. It supports farmers engaged in agroforestry and implements agroforestry practices. **Waste Management:** Merino follows circular economy principles, converting waste into useful gases and compost. **Social Responsibility:** The company aims to build a future-ready workforce, investing ~30,000 person-hours in training, fostering continuous feedback, and offering career progression opportunities. The company also fosters community well-being through healthcare and education initiatives, including Sri Hara Kasturi Memorial Trust which is providing healthcare and education to several people **Governance:** Merino emphasizes strong governance, transparency, and accountability across its operations. **Auditor's Report:** The Independent Auditor's Report indicates an unmodified opinion on the financial statements.

Merino Industries Limited Unlisted Shares

Annual Report of Merino Industries Limited for the financial year 2021-22 Summary: The report highlights the company's performance and operations, presenting the directors' report along with audited financial statements. Financial Highlights: The company's total revenue reached 1,79,624.27 Lakh, a notable increase from the previous year's 1,33,885.81 Lakh. Profit before tax stood at 17,507.90 Lakh. Net profit after taxes amounted to 13,222.49 Lakh compared to 13,185.83 Lakh in the previous year. The board recommended a dividend of 90% or ₹9 per equity share. ₹1322.25 Lakh was transferred to the general reserve. COVID-19 Impact: The COVID-19 pandemic continued to disrupt the world. The company enforced social distancing and business continuity plans to ensure employee safety and continued operations. Dividend and Reserves: Directors declared a dividend of 90% or ₹9 per share, subject to shareholder approval. ₹1322.25 Lakh was transferred to the general reserve. Other Key Points: Unclaimed dividend of ₹2,06,035 from 2014-2015 was transferred to the Investor Education and Protection Fund. The paid-up equity share capital was ₹1127.94 Lakh. There were no changes in the company's subsidiaries, associates, or joint ventures. Guarantees of ₹10,00,00,000 were provided. There were no material changes affecting the financial position of the company. Statutory Reports: The Board of Directors evaluated the performance of the board and directors on December 24, 2021. Independent directors have given declarations of independence. Directors and Personnel: The board approved the re-appointment of Shri Prakash Lohia as Managing Director (from March 1, 2023) and Shri Prasan Lohia (from October 1, 2022) and Miss Ruchira Lohia (from April 1, 2023) as Whole Time Directors, subject to shareholder approval. Shri Kooretti Titu Prasad was appointed as a Non-Executive Additional Director. Shri Manoj Lohia, Shri Deepak Lohia and Shri Anurag Lohia are liable to retire by rotation and offer themselves for re-appointment. Bala Ji was appointed as Company Secretary on July 9, 2021. Auditors: M/s. Singhi & Company's term as Statutory Auditors will conclude. M/s Walker Chandiok & Co., LLP is recommended as the new statutory auditor for five years, subject to shareholder approval. M/s Rajendra Singh Bhati & Co. are appointed as Cost Auditors. Committees: The Company has a Corporate Social Responsibility (CSR) Committee, an Audit Committee, a Nomination and Remuneration Committee, and a Stakeholders Relationship Committee. Risk Management: The company has a risk management system with processes and structure. Internal financial controls are monitored continuously. Other Disclosures: Information on conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure 1. The secretarial audit report is included as Annexure 2. The annual report on CSR is included as Annexure 3. Disclosures of Remuneration are included as Annexure 4. Annexure-1 - Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: A. Conservation of Energy: Hapur: The Company incorporated a 111 TR Air cooled chiller, replaced inefficient motors with IE3 motors, and installed a 32000 CMH wet scrubber. Incinerator with heat recovery system to be incorporated. Rohad: Implemented automation for Heating Cooling System and installed Oxygen Analyzer. Dahej: The company installed 98000 CMH wet scrubber and IE3 motor for chemical plant. Hosur: Peel Cutting Blade assembly replaced. B. Utilisation of Alternate Energy Sources: Hapur: 79% electrical energy required is from renewable green energy source. Rohad: Hot water Generator and Thermic Fluid Heater are operating on Biofuel. C. Capital investment on energy conservation equipment: Hapur: Capital investment of ₹11.46 lacs was made for replacing motors. D. Technology Absorption: Hapur: Developed process to biocompost Agricultural waste producing Manure and Biogas. Rohad: Edge Banding manufacturing machine has been installed and commissioned first time in the group. E. Foreign Exchange Earnings and Outgo: The Company had Foreign Exchange earnings (CIF Value of exports) of ₹51,535.30 Lakh. The CIF Value of Imports for Raw Materials, Components & Spare Parts, Capital Goods, Trading Items (acrylic solid surface), and Trading Item (PVC F TILES) was ₹41,784.45 Lakh, ₹508.16 Lakh, ₹4,578.99 Lakh, ₹3,402.16 Lakh, ₹250.00 Lakh respectively. CSR Activities: The company's CSR activities included Educational & Empowerment, Healthcare & Holistic Living, and National Mission Programmes. The CSR Committee composition and CSR policy details are available online. Audit Committee: The committee monitors accounting, financial reporting, internal controls, and audit processes. Stakeholders Relationship Committee: The committee oversees security transfers and shareholder grievances. Nomination and Remuneration Committee: The committee formulates policies for remuneration of directors and key personnel. Details provided for board meetings, directors' attendance, and independent director declarations. Vigil mechanism established for reporting unethical behavior. Other points covered in the Directors’ Responsibility Statement include adherence to accounting standards, going concern basis for accounts, maintenance of accounting records, and adequate internal financial controls. The report concludes with an acknowledgement of support from stakeholders and a statement of gratitude to employees, business associates, and government authorities.

Merino Industries Limited Unlisted Shares

Annual Report of Merino Industries Limited for Financial Year 2020-21 Summary: The document is the Annual Report of Merino Industries Limited for the financial year 2020-21, detailing the company's performance, initiatives, and governance. It includes financial highlights, director's report, CSR activities, auditor's report, and other key information. **Financial Highlights:** * **Revenue:** Total revenue decreased from ₹1,49,221.98 Lakhs (FY 2019-20) to ₹1,33,885.81 Lakhs (FY 2020-21). * **Profitability:** Profit before tax increased to ₹17,692.18 Lakhs (FY 2020-21) from ₹15,916.26 Lakhs (FY 2019-20). Net profit after tax stood at ₹13,185.83 Lakhs versus ₹12,943.47 Lakhs. * **Dividend:** The directors recommended a dividend of 60% (₹6 per equity share). **State of Company's Affairs, Segment-Wise Performance and Future Outlook:** * Merino operates mainly in laminates, potato flakes, and panel products & furniture. Laminates segment is the most dominant and increase in profits is from the growth in exports and domestic sales. * The Directors and Management of your Company expect steady growth and progressive results in the coming years. **COVID-19 Pandemic:** * The pandemic has created significant global disturbance and economic slowdown. The company implemented measures to ensure employee safety and business continuity, including a shift to remote work. **Dividend and Reserves:** * The Directors have recommended a dividend of 60% (₹6 per equity share). No amount was transferred to any reserve. **Transfer of Unclaimed Dividend to Investor Education and Protection Fund:** * Unclaimed dividend amounting to ₹2,08,049 related to FY 2013-2014 was transferred to the Investor Education and Protection Fund. **Share Capital:** * The paid-up equity share capital stood at ₹1127.93 Lakh as of March 31, 2021. **Subsidiary, Associate or Joint Ventures:** * Merino Panel Products Limited was merged with Merino Industries Limited, and there are no subsidiary, associate, or joint venture companies. Group companies Merino Exports Private Limited and Merino Services Limited were also merged with your company. **Significant and Material Orders Passed by the Regulators:** * No significant or material orders were passed by regulators impacting the company's future operations. **Material Changes and Commitments:** * Merino Panel Products Limited was merged with your company. **Number of Board Meetings:** * Seven Board meetings were held during the year. **Loans, Guarantees, and Investments:** * The company has neither taken any loans, nor given any guarantees, nor made any investments covered under Section 186 of the Companies Act, 2013. **Material Changes Affecting the Financial Position:** * The merger of Merino Panel Products Limited is a material change, simplifying separate account consolidation. **Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:** * Details provided in Annexure 2, pertaining to energy conservation, technology absorption, foreign exchange earnings, and outgo. **Risk Management System:** * The risk management framework comprises risk management processes and structure. Project objectives, milestones, and risk library have been sketched out. **Directors and Key Managerial Personnel:** * Manoj Lohia, Deepak Lohia, and Anurag Lohia were appointed as Whole-time Directors. Prabal Kumar Sarkar was appointed as Independent Director. **Adequacy of Internal Financial Controls:** * The company maintains an appropriate system of internal financial controls, including entity-level and process-level controls. **Deposits:** * The company has neither accepted nor renewed any deposits. **Declaration by Independent Directors:** * Independent directors have submitted declarations of independence. **Auditors and Auditor's Report:** * M/s. Singhi & Company was appointed as the statutory auditors with your approval, and the report does not contain any qualification, reservation or adverse remark. **Secretarial Auditor:** * M/s. A L & Associates conducted the secretarial audit. **Cost Auditors:** * M/s Rajendra Singh Bhati & Co. Cost Accountants, have furnished a certificate regarding the cost audit. **Composite Scheme of Arrangement:** * A composite scheme of arrangement was approved by NCLT Kolkata, involving the merger of several companies including Merino Panel Products Limited, with Merino Industries. The appointed date has been set as 01.04.2019 as per the Composite Scheme of Arrangement. **Corporate Social Responsibility:** * CSR activities include educational & empowerment programs, healthcare & holistic living programs, and activities under National Mission Programs, including the Swachh Bharat Mission. * The company has a CSR policy and has spent the requisite amount as required by law through group managed registered trusts. **Audit Committee:** * The Audit Committee comprises five directors. **Nomination and Remuneration Committee:** * The Board has framed a policy related to the remuneration of directors and key managerial personnel. **Stakeholders Relationship Committee:** * The company has a Stakeholders Relationship Committee to address security transfers and grievances. **Vigil Mechanism:** * The company has a vigil mechanism established for reporting unethical behavior and fraud. **Contracts and Arrangements with Related Parties:** * All related party transactions were in the ordinary course of business and at arm's length basis. **Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:** * The company has a policy in place in line with the requirements of the Act. **Particulars of Employees and Related Disclosures:** * Disclosures pertaining to remuneration and other details of employees are in Annexure 5. **Compliance with Secretarial Standards:** * The company has complied with applicable Secretarial Standards. **Directors' Responsibility Statement:** * The Directors confirm adherence to applicable accounting standards, proper accounting policies, maintenance of adequate accounting records, and going concern basis for the financial year ended 31st March 2021. **Appreciation:** * The Board acknowledges the support received from stakeholders and regulatory authorities. **Extract of Annual Return (Form No. MGT-9):** * Details include registration information, principal business activities (decorative laminates, furniture), shareholding pattern, and promoter details. * The report also includes a summary of changes in promoters’ shareholding, a breakdown of public shareholding, and details of the company's adherence to various compliance requirements. **Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo:** * The company has focused efforts on conserving energy, technology, increasing foreign exchange earnings, and managing related expenditures, with specific initiatives undertaken at its Hapur, Rohad, Dahej, and Hosur units. **Secretarial Audit Report:** * The Secretarial Audit Report confirms compliance with various laws and regulations, proper board processes, and the successful merger of several entities with the Company. **Corporate Social Responsibility Report:** * The CSR report outlines the company's CSR policy, committee composition, projects undertaken in education, healthcare, and other areas with the necessary details. **Disclosures of Remuneration:** * Information is provided on the remuneration and related details for directors and key managerial personnel, including their shareholding.