Mohindra Fasteners Limited Unlisted Shares

Annual Report Summary

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.