Merino Industries Limited Unlisted Shares

Annual Report Summary

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.