Mohindra Fasteners Limited Unlisted Shares Annual Reports

Mohindra Fasteners Limited Unlisted Shares

Mohindra Fasteners Limited will convene its 29th Annual General Meeting (AGM) on Friday, September 22nd, 2023 at 11:30 AM via video conferencing or other audio-visual means. **Board of Directors** The board consists of: * Deepak Arneja (Chairman cum Managing Director & CEO) * Ravinder Mohan Juneja (Managing Director) * Ranbir Singh Narang (Non-Executive Director) * Vinod Kumar (Non-Executive & Independent Director) * Ved Prakash Chaudhry (Non-Executive & Independent Director) * Shamoli Thakur (Non-Executive & Independent Director) Key management also includes Sunil Mishra (Chief Financial Officer) and Nidhi Pathak (Company Secretary & Compliance Officer). **Corporate Information** Key officers include Sudhir Arneja and Anurag Arneja (Directors - Operations), and Dheeraj Juneja (General Manager - SCM). The statutory auditor is B. L. Khandelwal & Co, and the secretarial auditor is Anand Nimesh & Associates. The cost auditor is Sanjay Kumar Garg & Associates. The registrar and share transfer agent is Skyline Financial Services Private Limited. The company's banker is The Karnataka Bank Limited. The registered office is located at 304, Gupta Arcade, Inder Enclave, Delhi - Rohtak Road, New Delhi - 110087, and the corporate office is at 301 - 304, Vardhman Plaza, Inder Enclave, Paschim Vihar, Delhi - Rohtak Road, New Delhi - 110087. The manufacturing units are in Haryana, specifically Rohtak and Kharawar. Plant IV discontinued operations effective January 1, 2023. **Chairman's Message and Company Performance** Deepak Arneja (Chairman) reported that the company performed well in a volatile global environment. FY 2023 revenues were ₹17,590.88 lakhs, a 26% increase. Key growth drivers included new customer acquisitions and strengthened client relationships in both exports and domestic verticals. The order book is robust and diversified, indicating strong demand. He notes India's economic growth stronger than peer nations despite the global slowdown, attributing it to domestic consumption and reduced reliance on global demand. He acknowledges improved container availability and freight rates for exports, but anticipates slower demand due to inflation and the Ukraine war. He also mentions MFL's participation in the 9th Fastener Fair Global. The company's net profit was ₹1,529.08 lakhs, a 22.85% increase. Revenue from operations totaled ₹17,210.96 lakhs, a 25.80% increase. Export sales were ₹12,761.61 lakhs (24.87% increase), and domestic sales were ₹3,851.83 lakhs (28.43% increase). The EBITDA was ₹2,650.47 lakhs, a 32.83% increase. Earnings per share (EPS) were ₹25.95 compared to ₹23.00 in the previous year. The company's Plant III at IMT Rohtak is nearing maximum capacity, with operations commencing in October 2022. Operations at Plant IV ceased in December 2022. The joint venture KK Mohindra Fastenings Private Limited (KKM) with Keller & Kalmbach GmbH has commenced operations at lower scale. An interim dividend of INR 4.50 (45%) has been declared for FY 2022-2023. **Key AGM Agenda Items** The AGM will address the following ordinary and special business items: * Adoption of Standalone and Consolidated Audited Financial Statements for FY ended March 31, 2023. * Confirmation of the interim dividend of Rs. 4.50 per equity share. * Re-appointment of Mr. Ranbir Singh Narang, who retires by rotation. * Ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2024. * Approval of the Re-appointment of Mrs. Shamoli Thakur as a Non-Executive Independent Director for a second term of 5 years (August 3, 2023 - August 2, 2028). * Corporate members are required to send a duly certified copy of the board resolution / power of attorney to the Scrutinizer at vdnext1711@gmail.com for voting purposes. *Physical folios of those shareholders who have not submitted required KYC documents will be frozen by the RTA after October 1, 2023. *Pursuant to IEPF rules, dividends unclaimed for seven consecutive years or more are liable to be transferred to the Investor Education and Protection Fund. *The company has transferred 39201 equity shares during the financial year 2022-2023 to the IEPF Authority. *Members who wish to inspect the Register of Directors, Key Managerial Personnel, and related documents may send an email to csnidhipathak@mohindra.asia. **Director's Report Highlights** The director's report provides further detail on several key aspects: * **Financial Performance:** Standalone revenue from operations was ₹17210.96 Lakhs, and profit before tax was ₹2027.73 Lakhs. * **Operations:** The company operates in two geographical verticals: Domestic (23% of revenue) and Exports (77% of revenue). * **New Initiatives:** The company's Plant III at IMT Rohtak is moving towards maximum capacity, and the joint venture company, KK Mohindra Fastenings Private Limited, has commenced operations. * **Dividend:** An interim dividend of Rs. 4.50 per share has been declared for FY 2022-23. * **Reserves:** No amount will be transferred to the General Reserve. * **Quality:** MFL's operations conform to EN ISO 9001:2015 and IATF 16949:2016 Certifications. * **Capital:** There has been no change in Authorised Share Capital of the Company. * **Directors:** Mrs. Shamoli Thakur has been re-appointed as a Non-Executive Independent Director, and Mr. Ranbir Singh Narang is liable to retire by rotation. * **Employee Details**: There were 365 permanent employees as of March 31, 2023. It also contains extensive details on risk management, internal controls, corporate governance, auditor information, declarations of independence from directors, and other disclosures as required by various regulations and acts.

Mohindra Fasteners Limited Unlisted Shares

MFL, Mohindra Fasteners Limited, will hold its 28th Annual General Meeting on Wednesday, September 28th, 2022, at 11:30 AM through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). **Board of Directors:** * The Board includes Mr. Deepak Arneja (Chairman Cum Managing Director & CEO), Mr. Ravinder Mohan Juneja (Managing Director), Mr. Ranbir Singh Narang (Non - Executive Director, appointed w.e.f. 13/08/2022), Mr. Vinod Kumar (Non - Executive & Independent Director), Mr. Ved Prakash Chaudhry (Non - Executive & Independent Director), Mrs. Shamoli Thakur (Non - Executive & Independent Director), Mr. Sunil Mishra (Chief Financial Officer), and Ms. Nidhi Pathak (Company Secretary & Compliance Officer). Mr. Gagandeep Singh Narang resigned w.e.f. 01/08/2022. **Corporate Information:** * Directors: Mr. Sudhir Arneja and Mr. Anurag Arneja (Operations). * General Managers: Mr. Dheeraj Juneja (SCM) and Mr. Prateek Arneja (Sales & Marketing). * Auditors: M/s B. L. Khandelwal & Co (Statutory Auditor), M/s Anand Nimesh & Associates (Secretarial Auditor), and M/s Sanjay Kumar Garg & Associates (Cost Auditor). * Registrar & Share Transfer Agent: Skyline Financial Services Private Limited. * Banker: The Karnataka Bank Limited. * Work Places include Registered and Corporate offices, as well as four Manufacturing Units located on Delhi-Rohtak Road, Haryana. **Chairman’s Message:** * The Financial Year 2021-2022 began with the Coronavirus pandemic, peaking in the first quarter. MFL ensured timely support to employees and communities. The company achieved the highest turnover and profitability levels since its inception. * The company weathered the pandemic by embracing a new operating model, focusing on exports. * MFL's net profit was Rs. 1244.70 lakhs for the year 2022, compared to Rs. 1038.06 lakhs in 2021 (a growth of about 20%). Total revenue was Rs. 136,80.67 lakhs in 2022, against Rs. 108,38.54 lakhs in 2021 (over 25% growth). * Export sales were Rs. 10219.61 lakhs in 2022, compared to Rs. 7385.48 lakhs in 2021 (over 38% growth). * EBITDA for the year ended March 31, 2022, was Rs. 1920.84 lakhs, against Rs. 1764.18 lakhs in 2021 (over 8% growth). * Earnings per share (EPS) was Rs. 23.00 in 2022, compared to Rs. 19.38 in the previous year. * The company's green field project at IMT Rohtak, Haryana is progressing with trial runs planned for September 2022. Business operations in the new Plant III will start tentatively by October of this year. * An interim dividend of ₹4 (40%) for the financial year 2021-22 was declared. * ICRA Limited has issued ‘[ICRA] BBB(Stable)’ rating for the company's Long Term Bank facilities, and ‘[ICRA] A3+’ for Short Term Bank facilities. **Notice of Annual General Meeting - Ordinary Business:** * Receive, consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2022. * Confirm the payment of an Interim Dividend aggregating to Rs. 4.00 per equity share for the financial year ended March 31, 2022. * Appoint a Director in place of Mr. Ravinder Mohan Juneja, who retires by rotation and being eligible, offers himself for re-appointment. * Approve the re-appointment of M/s B. L. Khandelwal & Co., New Delhi as Statutory Auditors of the Company. **Special Business:** * Ratify the remuneration payable to the Cost Auditor for the financial year ending 31st March, 2023. * Appoint Mr. Ranbir Singh Narang (DIN: 00250927) as a Non-Executive & Non-Independent Director of the Company. * Approve the remuneration payable to Mr. Sudhir Arneja (Director-Operations) holding an office or place of profit in the Company. * Approve the remuneration payable to Mr. Dheeraj Juneja (General Manager - SCM) holding an office or place of profit in the Company. The maximum remuneration for both Mr. Arneja and Mr. Juneja is 40 Lakhs/- per annum. **Other Key Information:** * The register of members and share transfer books will be closed from Thursday, September 22, 2022, to Wednesday, September 28, 2022, inclusive. * Dividends not claimed for seven consecutive years are liable to be transferred to the Investor Education and Protection Fund (IEPF). * The remote e-voting period begins on Friday 23rd September, 2022 at 09:00 A.M. and ends on Tuesday 27th September, 2022 at 05:00 P.M. **Management Discussion and Analysis:** * Domestic sales decreased by 7% to Rs. 2999.25 lakhs. * The green field project at IMT Rohtak, Haryana, is progressing well and the business operations & activities in the new Plant III would tentatively start by October of this year. * A joint venture, KK Mohindra Fastenings Pvt. Ltd., was formed in November 2021 with Keller & Kalmbach Holding GmbH & Co. KG. * The Company transferred 2000 shares during the financial year 2021-22 to the IEPF Authority. * MFL's operations conform to EN ISO 9001:2015 and IATF 16949:2016 Certifications. * The metallurgical Laboratory is certified as per ISO 17025:2017 norms. * Mr. Gagandeep Singh Narang resigned as Non-Executive Director with effect from 01/08/2022. * The Company has appointed Mr. Anand Kumar Singh as Scrutiniser. * ICRA Limited had issued ‘[ICRA] BBB(stable)’ rating for the Rs. 19.00 Crores long term debt facilities, and ‘[ICRA] A3+’ for the Rs. 20.00 Crores short-term debt. * The Company is listed at Metropolitan Stock Exchange of India Limited (MSEI). * The top three customers accounted for 40% of revenue. * The number of permanent employees on the pay rolls were 328 as on 31st March, 2022. **Directors’ Report - Joint Venture:** *KK Mohindra Fastenings Pvt. Ltd. has not yet commenced operations.

Mohindra Fasteners Limited Unlisted Shares

Mohindra Fasteners Limited's (MFL) 27th Annual General Meeting will be held on Thursday, September 23rd, 2021, at 11:30 A.M. via Video Conferencing (VC) / Other Audio Visual Means (OAVM). **Ordinary Business:** 1. **Financial Statement Adoption:** The Audited Financial Statements for the year ended March 31st, 2021, including the Auditor's Report and the Board of Directors' Report, will be approved and adopted. 2. **Dividend Approval:** A final dividend of Rs. 3.00 per Equity Share (30%) on fully paid-up equity shares will be approved and declared. 3. **Director Re-appointment:** Mr. Gagandeep Singh Narang (DIN: 00179636), who retires by rotation, will be re-appointed as a Director. **Special Business:** 4. **Cost Auditor Remuneration:** The remuneration of Rs. 35,000/- (Rupees Thirty Five Thousand Only), plus reimbursement of expenses, payable to Mr. Sanjay Kumar Garg, Cost Auditor, will be ratified. 5. **Independent Director Re-appointment:** Mr. Ved Prakash Chaudhry (DIN: 07572208) will be re-appointed as a Non-Executive Independent Director for a second term of five years, with effect from September 30, 2021 to September 29, 2026. Approval will be sought to continue his directorship beyond the age of 75. **Other Key Points from the Notice:** * Due to the Coronavirus pandemic, the meeting will be held through VC/OAVM, without the physical presence of Members. * Proxy appointments are not available for the AGM. * Corporate members must provide a board resolution / power of attorney for representatives to vote. * Members can join the AGM in VC/OAVM mode 15 minutes before and after the scheduled time. * An Explanatory Statement pursuant to Section 102(1) and related details under relevant regulations are annexed to the notice, pertaining to director re-appointment. * Attendance through VC/OAVM will be counted for quorum. * Members are requested to register their email address, Permanent Account Number(PAN) and mobile numbers. * Shares in demat form may get their e-mail, PAN and mobile number updated through their Depository Participant. * Members who have not registered their E-mail address may temporarily register with RTA at http://www.skylinerta.com/EmailReg.php. * Members holding shares in physical form are requested to notify any change in their address / bank mandate, or particulars of their bank account. * The Securities and Exchange Board of India had mandated that any requests for effecting transfer of securities, shall not be processed unless the securities are held in the dematerialized form with a depository. The Company's ISIN is: INE705H01011. * Thursday 16th September, 2021 is fixed as the 'Record Date' for determining entitlement of members for final dividend. * The Register of Members and Share Transfer Books will remain closed from Friday 17th September, 2021 to Thursday 23rd September, 2021 for the AGM. * Dividends unclaimed for seven consecutive years will be transferred to the Investor Education and Protection Fund (“IEPF”). The Company has duly transferred 4500 equity shares during the financial year 2020-2021 to the IEPF Authority. * The Annual Report will be sent electronically. It will also be available on the Company's website (www.mohindra.asia) and the stock exchange websites. * Members may send queries regarding financial statements 48hrs before the date of the AGM to csnidhipathak@mohindra.asia. * The way to vote electronically on NSDL e-Voting system consists of “Two Steps”. Step 1: Access to NSDL e-Voting system, and Step 2: Cast vote electronically and join General Meeting on NSDL e-Voting system. * Institutional shareholders must send scanned copies of Board Resolutions with authorized signatories' signatures to vdnext1711@gmail.com. * Process for shareholders who have not registered e mail ids are provided. * Members will be able to ask questions during the AGM by sending the questions to csnidhipathak@mohindra.asia. * The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity share capital of the company as on the cut-off date, September 16, 2021 (Thursday). **Details of Directors seeking appointment/re-appointment:** * **Mr. Gagandeep Singh Narang:** Holds a B.Com and BBA, Diploma in Financial Management, and has more than 15 years of experience in Real Estate. Holds directorships at multiple companies. * **Mr. Ved Prakash Chaudhry:** Postgraduate in MSC and LLB with 32 years of banking experience as Senior Manager in Karnataka Bank. Holds 100 shares in the Company. **Directors’ Report:** * The Company’s vision is focused on customer satisfaction and uncompromising integrity. * The Green Field Project at IMT Rohtak, Haryana is now projected to be completed by January/ February, 2022 & the commercial production is likely to be taken up in February/March, 2022. * The Board had earlier during the year, declared an interim dividend of Rs. 2.00 per share (20%) absorbed a sum of Rs. 107.14 Lakhs and the same was paid to the shareholders on March 1, 2021. Further, the Board recommended a final dividend of Rs. 3.00/- per equity share. * The Company's operations are conforming to EN ISO 9001:2015 and IATF 16949:2016 Certifications. * During the year, there were no change in the composition of Key Managerial Personnel. **Details of financial results as under (Rs. In Lacs):** * Revenue From Operations: 10601.63 * Other Income: 236.91 * Total Income/Revenue: 10838.54 * Total Expenses: 9458.01 * Profit before Interest, Depreciation & Tax: 1764.18 * Finance Charges: 64.37 * Depreciation and Amortization expenses: 319.28 * Net Profit/(Loss) for the Year after Tax: 1038.06 The report provides extensive detail on corporate governance practices, board and committee information, risk management, auditor information, CSR activities, safety and environmental measures, and detailed analysis of financials, complete with various ratios and key data points. **Details from the Chairman’s Message:** * The Chairman expressed gratitude to those who served and those lost during the pandemic, and urged safety and vaccinations. * The year began with uncertainty. * The manufacturing units were allowed to work with 50% manpower from 23rd April 2021. * The Company weathered the pandemic well. * The company swiftly returned to a sharp growth trajectory over the next nine months, with an expanded market share in Exports. * The Company earned a higher net profit of Rs. 1038.06 lakhs for the year 2021. * The export sales for the year ended March 31, 2021 was higher at Rs. 7385.48 lakhs. * EBITDA for the year ended March 31, 2021 was at Rs. 1764.18 lakhs. * Earnings per share(EPS) for the year ended March 31, 2021 was higher at Rs. 19.38. * The construction activities are likely to be completed by December 2021/January 2022. * The Board of Directors have recommended a final dividend of ₹3 (30%) for the financial year 2020-21.