Mohan Meakin Limited Unlisted Shares

Annual Report Summary

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.