Mohan Meakin Limited Unlisted Shares

Annual Report Summary

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.