Merino Industries Limited Unlisted Shares

Annual Report Summary

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