Merino Industries Limited Unlisted Shares

Annual Report Summary

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.