Mohan Meakin Limited Unlisted Shares Annual Reports

Mohan Meakin Limited Unlisted Shares

Mohan Meakin Limited Estd. 1855 - 90th Annual Report 2023-2024 Summary: **Overview:** The report presents the 90th Annual Report of Mohan Meakin Limited, covering the business and operations for the financial year ending 31st March 2024. The company is committed to enhancing stakeholder value, focusing on facility upkeep, manufacturing, and cost optimization. **Financial Performance:** The company achieved a total income of Rs. 1,94,177.46 lacs, a 9.17% increase compared to Rs. 1,77,858.07 lacs in the previous year. Profit after tax reached Rs. 8470.00 lacs, up from Rs. 6839.50 lacs in the prior year. The Board of Directors recommends a final dividend of Rs. 1/- per share. **Reserves and Share Capital:** No amount is proposed to be transferred to reserves. There was no change in the share capital of the company during the year. **Board of Directors and Key Managerial Personnel:** As of March 31, 2024, the Board consisted of eight members. Mr. Yash Kumar Sehgal and Mr. Masilamani Nandagopal ceased to be Non-Executive-Independent Directors as of September 28, 2024. Mr. Kalpataru Tripathy and Mr. Ramesh Rama Narang were appointed as Non-Executive-Independent Directors. Shri Hemant Mohan was re-appointed as Managing Director for another five years. **Independent Directors:** The Board has an adequate number of independent directors. Criteria for selection and appointment include skills, expertise, qualifications, and domain knowledge. **Board Meetings and Evaluation:** The Board met four times during the year. A Performance Evaluation Framework is in place. **Auditors:** M/s. Haribhakti & Co., LLP, Chartered Accountants, serve as the Statutory Auditors. M/s Saxena & Saxena, Chartered Accountants, appointed as Branch Auditor for Lucknow. M/s AKP & Associates re-appointed as Secretarial Auditor. **Compliance and Reporting:** The Board confirms compliance with the code of conduct. The company ensures service of notices and reports to members through electronic mode (Go Green Initiative). Directors Responsibility Statement is included. There were no qualifications, reservations, adverse remarks, or disclaimers in the audit reports. * No instances of fraud were reported by auditors. **Related Party Transactions:** All related party transactions are placed before the Audit Committee for approval and conducted at arm's length and in the ordinary course of business. **Deposits and Investor Protection:** The company did not accept any deposits from the public. Unpaid or unclaimed amounts have been transferred to the Investor Education and Protection Fund. **Corporate Social Responsibility (CSR):** The Company spent Rs. 140.00 lacs on CSR activities against a requirement of Rs. 138.69 lacs. CSR activities are primarily in healthcare, carried out through the Narinder Mohan Foundation. **Internal Control System:** An adequate internal control system is in place. A Vigil Mechanism has been established. **Human Resource:** Employee relations remained cordial. **Listing:** The company's shares are listed on the Calcutta Stock Exchange. **Management Discussion and Analysis (MD&A):** Economic outlook for India is positive. The company is channeling efforts into customer development and aims for customer excellence. The company recognizes regulatory risks and commodity cost inflation as concerns. Opportunities include demographics and rising disposable incomes. Key performance indicators such as Revenue from Operations increased to 192992.27, however, some sectors like Beer segment registered a decline. **Corporate Governance:** The Company is committed to sound corporate governance practices. **Risk Management:** The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. **Secretarial Audit Report (Annexure I):** Conducted by M/s AKP & Associates. The report provides an opinion that the Company has complied with statutory provisions, including The Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, The Depositories Act, 1996, and Foreign Exchange Management Act, 1999, among others. The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The auditor has placed several qualifications related to internal systems and controls, reliance on management explanations, and the need for corrective measures, especially where Directors are interested parties being Common Director. **Form AOC – 2 (Annexure II):** Disclosures of particulars of contracts and arrangements entered into by the Company with related parties. Transactions with Mohan Zupack Ltd., Mohan Rocky Springwater Breweries Pvt. Ltd., Trade Links Private Limited and National Cereals Products Ltd are listed, showing the nature, duration and salient terms of the agreements. **Annexure-III:** Disclosure as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 **Annexure V:** Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo **Annexure VI:** Annual Report on Corporate Social Responsibility (CSR) Activities **Cautionary Statement:** The report contains forward-looking statements, which are subject to risks and uncertainties.

Mohan Meakin Limited Unlisted Shares

Mohan Meakin Limited, established in 1855 and listed on the Calcutta Stock Exchange, presents its 89th Annual Report for 2022-2023. **Financial Performance:** The company saw a 28.94% increase in total net revenue from operations and other income, rising from Rs. 1,37,937.50 lacs to Rs. 1,77,858.07 lacs. Profit after tax reached Rs. 6839.50 lacs. The Board has proposed a final dividend of Rs. 1/- per share (20%) subject to shareholder approval. The company did not transfer any amount to reserves. **Board of Directors and Key Personnel:** The Board consists of eight members, including one executive director, four non-executive and non-independent directors (including one woman director), and three independent directors. Yash Kumar Sehgal serves as Chairman, and Hemant Mohan is the Managing Director. Rajesh Kedia is the Chief Financial Officer, and Minas Kumar is the Company Secretary, appointed following the death of previous Company Secretary H. N. Handa. Vinay Mohan and Manish Malik are proposed for re-appointment. Murugan Navamani resigned effective November 11, 2022. **Corporate Governance and Compliance:** The company has a Performance Evaluation Framework for the Board, its committees, and individual directors. An Independent Directors' meeting was held on November 14, 2022. The company also has a Familiarization Program for Independent Directors. Statutory Auditors M/s. Haribhakti & Co., LLP will serve until the 93rd Annual General Meeting in 2027. The branch auditor is M/s Saxena & Saxena. M/s AKP & Associates is the Secretarial Auditor. The company affirms that the remuneration paid to the Directors aligns with the Remuneration Policy and Section 178 (3) of the Act. **Related Party Transactions:** All related party transactions are placed before the Audit Committee for approval and occur at arm's length. Details of agreements with related parties such as Mohan Breweries & Distilleries Ltd., Mohan Rocky Springwater Breweries Ltd., Mohan Zupack Ltd., Trade Links (P) Ltd., National Cereals Products Ltd. and Shri Vinay Mohan are disclosed, including Lease Agreements, Manufacturing Agreements, and Authorised Selling Agency Agreements. All related party transactions are placed on a quarterly basis before the Audit Committee for approval and before the Board for consideration and noting. **Other Key Disclosures:** * The company has zero tolerance for sexual harassment at the workplace and has adopted a policy accordingly. No complaints were received. * The Annual Return for 2022-2023 is available on the company's website. * The company has followed applicable Secretarial Standards, i.e., SS-1 and SS-2. * A report on Corporate Governance and Management's Discussion and Analysis Reports are presented in a separate section. * The Independent Directors have submitted declarations confirming their independence. * All requisite board committees are in place with a majority of independent directors. * A Vigil Mechanism is established for reporting genuine concerns. * The company maintains adequate insurance coverage. * The disclosure as per rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being attached separately. * Information on energy conservation, technology absorption, and foreign exchange earnings & outgo is included. * Details of CSR activities are annexed to the report. * No material or significant orders were passed by regulators or courts impacting the company's operations. * Employee relations remain cordial. * Shares are listed on the Calcutta Stock Exchange. * Directors and Senior Managers have affirmed compliance with the code of conduct. * The company complies with the Go Green Initiative, using electronic mode for document delivery. **CSR Activities:** The company had a sum of Rs. 105.50 lacs for spending on Corporate Social Responsibility activities for the year 2022-2023 and spent Rs. 108.21 lakh. Key areas of focus include health care, with contributions made to the Narinder Mohan Foundation. **Management Discussion and Analysis:** Mohan Meakin Limited is a Public Limited Company with its registered office at Solan Brewery in Himachal Pradesh. The company is taking steps to achieve higher sales and expects desired results barring market uncertainty. The Indian liquor industry experiences growth, but also faces challenges like state restrictions and rising petroleum prices. The Company manufactures beer and IMFS brands and Non-Alcoholic items. They have also introduced a premium single malt whisky. Products are exported to 18 countries. The company is exploring collaboration, technical know-how, and bottling arrangements in various other States. The Company is improving customer service through efforts in customer development, product delivery, service innovation, and a trained sales force. **Risks and Concerns:** The company faces risks including regulatory restrictions (state taxes), manufacturing processes, marketing, advertising, distribution, and dependence on state governments for price increases. They also face concerns over commodity cost inflation and potential prohibition in certain states. **Opportunities:** Renovation and revamping of key brands have strengthened the company's position. **Internal Controls:** The Company has proper internal control procedures. The top management and the Audit Committee review internal audit findings. **Financial Ratios** The current ratio increased 9% due to an increased number of current assets, debt service coverage ratio increased by 89% due to improved EBIT, trade payables turnover ratio increased by 38% due to increased trade payables, profit ratio increased by 3%, ROCE increased by 4% but return on investment decreased 39%. **Auditor's Report:** The auditor's report, issued by M/s. Haribhakti & Co., LLP, is unqualified. The report is signed by Yash Kumar Sehgal, Chairman.

Mohan Meakin Limited Unlisted Shares

Mohan Meakin Limited Estd. 1855 - 88th Annual Report Summary (2021-2022) This is a comprehensive summary of the 88th Annual Report of Mohan Meakin Limited Estd. 1855, covering the fiscal year 2021-2022. The report provides an overview of the company's performance, financial highlights, and adherence to corporate governance standards. **Board of Directors and Key Personnel:** The Board comprised nine members as of March 31, 2022, including one Executive Director, four Non-Executive and Non-Independent Directors, and four Independent Directors. Shri Yash Kumar Sehgal is the Chairman and Independent Director. Shri Hemant Mohan is the Managing Director. Rajesh Kedia was elevated to Chief Financial Officer. Minas Kumar was elevated to Company Secretary after the demise of H.N. Handa. Mrs. Shalini Mohan and Shri Sanjeev Arya are retiring by rotation and are recommended for reappointment. Lalit Kumar Malhotra resigned as Independent Director. **Financial Performance:** * The company's net revenue increased from Rs. 1,10,187 lacs to Rs. 1,37,937 lacs compared to the previous year. * Profit before tax was Rs 6897 lacs. * The company did not propose transferring any amount to reserves. No changes to share capital occurred during the year. **Impact of COVID-19:** The report acknowledges the supply chain disruptions and market conditions caused by the COVID-19 pandemic but notes a limited impact in India due to the government's vaccination program. **Dividend:** The Board decided to put the matter of dividend on hold for the time being. **Board Meetings:** The Board met four times during the year. **Auditors:** * M/s. Haribhakti & Co., LLP, Chartered Accountants, are the Statutory Auditors and will be completing their first term of 5 years. They are proposed to be re-appointed for a second term of 5 years. * M/s Saxena & Saxena, Chartered Accountants, are proposed to be re-appointed as Branch Auditor of the Company's Lucknow Branch. **Corporate Governance and Compliance:** * The company has a Performance Evaluation Framework and policy for evaluating the Board, its committees, and individual directors. * A meeting of Independent Directors was held on 13.11.2021. * The company has in place a Familiarization Program for Independent Directors. * The company has a Vigil Mechanism policy for directors and employees to report genuine concerns. * The company has adequate insurance coverage for its assets. * Shri Ashutosh Kumar Pandey, Practicing Company Secretary, conducted the Secretarial Audit for 2021-2022. The report does not contain any qualification, reservation, or adverse remark or disclaimer. He has been reappointed for the next financial year. * There were no instances of fraud reported by the auditors. * The company confirms adherence to applicable Secretarial Standards (SS-1 and SS-2). * There is a declaration by Independent Directors confirming their integrity, expertise, and independence. **Related Party Transactions:** * The company has entered into Agreements/Arrangements/Contracts with related parties, which the Board believes are in the ordinary course of business and at arm's length. Key related parties include Mohan Breweries & Distilleries Ltd., Mohan Rocky Springwater Breweries Ltd., Mohan Zupack Ltd., Trade Links (P) Ltd., John Oakey & Mohan Ltd., Mohan Closures Ltd., and National Cereals Products Ltd. * All related party transactions are placed on a quarterly basis before the Audit Committee and the Board. **Deposits from Public:** The Company has not accepted any deposits from the public. **CSR Activities:** * The company had a sum of Rs.89.51 lacs for spending on Corporate Social Responsibility activities for the year 2021-2022. The Company spent an amount of Rs.97.55 lakh. * CSR activities are carried out through "Narinder Mohan Foundation a Public Charitable Trust” * The CSR Committee comprises of 3 Directors - two Independent Directors and one Non-independent Director. **Other Key Points:** * The company's shares are listed on the Calcutta Stock Exchange. * The Directors have affirmed compliance with the code of conduct. * The company has taken a "Green Initiative" by promoting paperless compliances. * The Board provides a Directors Responsibility Statement regarding the financial statements' preparation and accuracy. * The Company is taking steps to conserve energy, absorb technology, increase exports, and implement Corporate Social Responsibility. * The Board acknowledges the committed services of the employees and expresses appreciation for the support received from banks, government authorities, and stakeholders. **Human Resources:** The company emphasizes enriching the quality of life of its employees, developing their potential, and maximizing their productivity.

Mohan Meakin Limited Unlisted Shares

Mohan Meakin Limited Estd. 1855 - 87th Annual Report 2020-2021 Summary: **Financial Performance:** The report highlights the standalone financial results for the year ended March 31, 2021. The total revenue from operations and other income increased to Rs. 110187 lacs, compared to Rs. 102778 lacs in the previous year. The profit for the year amounted to Rs. 5415 lacs. The directors do not recommend a dividend. The report expresses concern about the uncertainty due to the COVID-19 pandemic adversely affecting trade. Total comprehensive income for the year was Rs 4057.33 lacs compared to Rs 2565.98 lacs in the previous year. Retained earnings carried forward amounted to Rs 15413.71 lacs, up from Rs 11356.38 lacs. **Company Overview:** Mohan Meakin Limited is a public limited company originally established in 1855 and manufactures alcoholic and non-alcoholic beverages. The company has manufacturing centers and collaboration arrangements across India, including Solan Brewery (H.P.), Kasauli Distillery (H.P.), Mohan Nagar (Ghaziabad)(U.P.), Mohangram Bhankarpur (Punjab) and Lucknow (U.P.) Distillery. It exports its products to 21 countries, earning Rs. approximately 5848.00 Lacs in foreign exchange. The company is taking steps to increase exports. **Board of Directors and Governance:** The Board comprises a mix of Executive, Non-Executive, and Independent Directors, ensuring compliance with Corporate Governance norms. Shri L.K. Malhotra serves as the Chairman. The Board is committed to maintaining a valuable relationship and trust with all the stakeholders. There are four Board Committees in place: Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee. The board provides a detailed report on corporate governance matters within the document as per the listing obligations. It also describes its efforts for familiarization programs for independent directors. **Directors and Key Personnel:** The report notes the passing away of Sh. R.C. Jain, Director, on May 25th, 2021. The board appointed Sh. N.P. Sahni, Sh. Sanjeev Arya and Sh. Manish Malik as Additional Directors of the Company, w.e.f. 13.02.2021 and 14.08.2021 respectively. The Board also recommends the re-appointment of Sh. Vinay Mohan and Sh. N. Murugan. **Auditors:** M/s. Haribhakti & Co., LLP, Chartered Accountants, serve as the Statutory Auditors, and M/s. Saxena & Saxena as the Branch Auditor for the Lucknow Branch. The report confirms that the statutory auditors satisfy the independence criteria. Shri Ashutosh Kumar Pandey Prop. M/s. AKP & Associates is the Practicing Company Secretary for Secretarial Audit. The Auditors' Reports do not contain any qualifications, reservations, or adverse remarks. **Material Related Party Transactions:** The Company has entered into Agreements/Arrangements/Contracts with related parties, including Mohan Breweries & Distilleries Ltd., Mohan Rocky Springwater Breweries Ltd., Mohan Zupack Ltd., Trade Links (P) Ltd., John Oakey & Mohan Ltd., Mohan Closures Ltd., and National Cereals Products Ltd. These transactions primarily involve bottling rights, lease agreements, and purchase agreements and are considered to be in the ordinary course of business and at arm's length. **Corporate Social Responsibility (CSR):** The Company continues to support the disadvantaged sections of society, primarily through healthcare initiatives. A sum of Rs. 70 lacs was allocated for CSR activities for 2020-2021. The company spent Rs. 102.79 lacs (which included an unspent amount from the previous year) towards CSR through Narinder Mohan Foundation. **Other Key Points:** * The company has a zero-tolerance policy for sexual harassment. * The company has framed an Archival Policy for archival disclosure of events or information made to Stock Exchanges and placed on the Company's Website. * The Company has adequately addressed the requirements relating to sexual harassment of women at workplace. * Details of conservation of energy, technology absorption and foreign exchange earnings and outgo are provided. * The Company reports the number of employees, their remuneration, and ratios as required by the Companies Act. * Directors responsibility statement is included in the report. * Details of Corporate Governance & Management Discussion and Analysis are included in report. * The shareholding pattern as of March 31, 2021, is presented, showing both the number of shares held and the percentage of shareholding by different categories of shareholders. * The company has identified various financial risks, including market risk, credit risk, and liquidity risk, and described the company’s approach to managing these risks. * There is no subsidiary and/or Associate Company of Mohan Meakin Limited. * Key ratios, such as earnings per share, are presented and discussed in relation to the Company’s performance.