Mohan Meakin Ltd.
|BSE: 590039||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE136D01018|
|BSE 05:30 | 01 Jan||Mohan Meakin Ltd|
|NSE 05:30 | 01 Jan||Mohan Meakin Ltd|
|BSE: 590039||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE136D01018|
|BSE 05:30 | 01 Jan||Mohan Meakin Ltd|
|NSE 05:30 | 01 Jan||Mohan Meakin Ltd|
TO THE MEMBERS :
The Directors present their 85th Annual Report on the business andoperations of the Company with the Audited Financial Statements for the year ended 31stMarch 2019 together with the Report of Auditors M/s. Haribhakti & Co. LLP.
(STANDALONE & CONSOLIDATED)
The total net revenue after adjusting excise duty from operations and other income ofthe Company registered an increase from Rs. 66035.93 lacs last year to Rs.95413 lacs.The profit during the year amounted to Rs.5132 lacs which is quite satisfactory in theface of stiff competition in the trade. The Company is taking all necessary steps toachieve higher Sales and it is expected that the measures being taken will bring thedesired results barring unforeseen circumstances.
In order to meet the challenge of tough competition in the trade the Company installeda canning Unit for Beer at its Mohan Nagar (Ghaziabad) Branch and requires additionalfunds for working capital to upgrade its Plant and Machinery which the Company has beendoing in phases to improve the brewing and distillation technology for the growth ofbusiness and as such the Directors did not recommend Dividend for the year ended31.03.2019.
RE-APPOINTMENT OF DIRECTOR:
In terms of the Articles of Association of the Company and in accordance with theprovisions of Companies Act 2013 Shri Vinay Mohan Director (DIN No.00197994) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. We recommend his re-appointment as his advice from time to time isbeneficial to the Company.
RE-APPOINTMENT OF INDEPENDENT DIRECTORS:
Shri L.K. Malhotra M. Nandagopal and Yash Kumar Sehgal Directors of the Company wereappointed as Independent Director at the Eightieth (80th) Annual GeneralMeeting of the Company from the conclusion of the said AGM for a period of 5 years i.e.upto the conclusion of 85th AGM of the Company. Based on the recommendation ofthe Nomination and Remuneration Committee their reappointment for a second term of fiveyears is proposed at the ensuing AGM for the approval of the Members by way of SpecialResolution Pursuant to the Provisions of Section 149 of the Companies Act ("theAct") the Independent Directors have submitted declarations that each of them meetthe criteria of independence as provided in Section 149(6) of the Act and the Rules framedthereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as Independent Directors of theCompany.
During the year under review the non-Executive Directors of the Company had nopecuniary relationship or transaction with the Company other than Sitting Fee Commissionand re-imbursement of expenses incurred by them for the purpose of attending Meetings ofthe Board/Committees of the Company.
In the opinion of the Board all these Independent Directors fulfil the conditionsspecified in the Act and Rules made thereunder for their appointment as IndependentDirectors of the Company and they are independent of the management of the Company. Inview of their qualifications knowledge and experience their re-appointment asIndependent Directors will be beneficial in the interest of the Company.
CHANGES IN KEY MANAGERIAL PERSONNEL.
There is no change in the Key Managerial Personnel during the year under Report.
BOARD PERFORMANCE EVALUATION:
The Company has devised a Performance Evaluation Framework and Policy which sets amechanism for the evaluation of the Board Board Committees and Directors. PerformanceEvaluation of the Board Committees and Directors was carried out through an evaluationmechanism in terms of the aforesaid Performance Evaluation Framework and Policy.
The Performance evaluation of each individual Director the Board and Committees wascarried out through deliberations. The said performance evaluation was done based on theparameters stated in the templates designed under the aforesaid Framework and after takinginto consideration the guidance note issued by the Securities and Exchange Board of Indiaon January 5 2017.
INDEPENDENT DIRECTORS' MEETING:
One Meeting of the Independent Directors was held on 14th November 2018without the presence of the Executive Directors or management personnel. At theIndependent Directors Meeting held on 14th November 2018 the IndependentDirectors carried out performance evaluation of Non-Independent Directors and the Board ofDirectors as a whole performance of Chairman of the Company the quality content andtimelines of flow of information between the Management and the Board based on thePerformance Evaluation framework of the Company. All the Independent Directors werepresent at the aforesaid Meeting.
FAMILIRIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has in place a Familiarization Program for Independent Directors to provideinsights into the Company's business to enable them contribute significantly to itssuccess. The Executive Directors and Senior Management makes presentations periodically tofamiliarize the Independent Directors with the strategy operations and functions of theCompany.
The Shareholders of the Company at the 84th Annual General Meeting of theCompany held on 26th September 2018 had appointed M/s. Haribhakti & Co. LLPChartered Accountants New Delhi (Firm Regn. No.103523W/ W100048) as Statutory Auditors ofthe Company for a term of one year holding office from the conclusion of 84th AnnualGeneral Meeting until the conclusion of 85th Annual General Meeting of theCompany to be held in the calendar year 2019. The Board of Directors based on therecommendation of Audit Committee and subject to the approval of the Shareholders at theensuing 85th Annual General Meeting of the Company has proposed to reappointM/s. Haribhakti & Co. LLP Chartered Accountants New Delhi (firm Regn.No.103523W/W100048) as Statutory Auditors of the Company for a period of 3 years i.e. fromthe conclusion of 85th Annual General Meeting till the conclusion of 88thAnnual General Meeting to be held in the Calendar year 2022 to conduct the audit ofaccounts of the Company at a remuneration to be determined by the Board of Directors plusapplicable taxes + out of pocket expenses as may be incurred by them during the course ofthe Audit. The Company has received a written consent and a Certificate from M/s.Haribhakti & Co. LLP Chartered Accountants to the effect that their re-appointmentif made would be in accordance with the provisions of Section 139 and that they satisfythe criteria provided in Section 141 of the Companies Act 2013 read with Rules framedthereunder.
M/s Saxena & Saxena Chartered Accountants New Delhi (having RegistrationNo.006103N) be and are hereby reappointed as Branch Auditor of the accounts of theCompany's Lucknow Branch to hold office from the conclusion of 85th AnnualGeneral Meeting (AGM) till the conclusion of the 86th Annual General Meeting ofthe Company to be held in the year 2020 at a remuneration of Rs.40000/- (Forty thousandonly) plus applicable taxes + out of pocket expenses as may be incurred by them during thecourse of the Audit.
Accordingly the Board of Directors based on recommendation of the Audit Committee andsubject to the approval of the Shareholders at the ensuing 85th Annual GeneralMeeting has proposed to re-appoint M/s. Saxena & Saxena Chartered Accountants NewDelhi (firm Regn.No.006103N) as Branch Auditor of the Company for audit of accounts ofCompany's Lucknow Branch for a term of one year from the conclusion of 85thAnnual General Meeting till the conclusion of 86th AGM to be held in theCalendar year 2020.
The Company has also received a written consent and a Certificate from M/s. Saxena& Saxena Chartered Accountants to the effect that their appointment if made would bein accordance with the provisions of Section 139 and that they satisfy the criteriaprovided in section 141 of the Companies Act 2013 read with Rules framed thereunder. TheNotes to the financial statements referred to in the Auditors' Report issued by M/s.Haribhakti & Co. LLP Chartered Accountants for the financial year ended 31st March2019 are self explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark or disclaimer. TheAuditors have expressed un-modified opinion.
Shri Ashutosh Kumar Pandey Prop. M/s. AKP & Associates as Practising CompanySecretary was appointed to conduct the Secretarial Audit for the financial year 2018-19 asrequired under Section 204 of the Companies Act 2013 and Rules framed thereunder. TheSecretarial Audit Report for the financial year 2018-19 forms part of the Annual Report asAnnexure-1 to the Board's Report.
The Secretarial Audit Report does not contain any qualifiation reservation or adverseremark.
The Board has appointed Shri Ashutosh Kumar Pandey Prop. M/s. AKP & AssociatesPractising Company Secretary to carry out the Secretarial Audit of the Company for thefinancial year 2019-20.
CONSOLIDATED FINANCIAL STATEMENT IN RESPECT OF THE SUBSIDIARIES ASSOCIATE COMPANY ANDJOINT VENTURES.
There is no subsidiary Company of Mohan Meakin Limited but in view of the extendeddefinition as provided under section 129(3) of the Companies Act 2013 a separatestatement containing the salient features of the financial statement of the AssociateCompanies are annexed in the prescribed format "AOC-1' - Annexure-II.
RELATED PARTY TRANSACTIONS:
Section 188 of the Companies Act 2013 prescribes that no Company shall enter intoAgreements/Arrangements/ Contracts with related party unless the consent of the Board ofDirectors is given in Resolution at the Meeting of the Board. The Company has entered intoAgreements/ Arrangements/Contracts with related parties and the Board has thoroughlyexamined and found that these Agreements/ Contracts are in ordinary course of business andon arm's length basis however the Board thinks it fit to place all theAgreements/Arrangements/Contracts where the Directors are interested being common Directoror otherwise with these related parties before the Shareholders.
Although according to Board of Directors these transactions were entered into by theCompany in its ordinary course of business much earlier before the Companies Act 2013came into force yet out of abundant caution these are placed before the shareholders byway of Ordinary Resolutions as prescribed under the Companies Act 2013 and Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The partieswith whom the Company has entered into Agreements/ Arrangements/Contracts for a term ofone year from 1.4.2019 to 31.3.2020 are as under :-
1. M/s. Mohan Breweries & Distilleries Ltd. Chennai
2. " Mohan Rocky Springwater Breweries Ltd. Mumbai
3. " Mohan Zupack Ltd. New Delhi
4. " Trade Links (P) Ltd. New Delhi
5. " John Oakey & Mohan Ltd. Delhi
6. " National Cereals Products Ltd. Solan Brewery
7. " Lease Deed entered into by the Company with Shri Vinay Mohan Director of theCompany for taking on rent the Leased premises.
Most of the Agreements/Arrangements/Contracts are continuing since long time with theparties to give bottling rights of different brands of Beer/Whisky at different stationslike Chennai Mumbai so that the Company's products are available throughout the Countrywherever possible otherwise the Company's production/sales would be affected whichultimately would affect its profitability. It is economically unviable for the Company todispatch its goods to these stations from its own manufacturing centers which are based inthe North. With these arrangements the Company is getting handsome amount by way ofRoyalty/Commission every year. As regards Lease Deed entered into by the Company withShri Vinay Mohan Director of the Company has taken on rent his premises for the residenceand office of the Managing Director of the Company at New Delhi. The Managing Directoras per terms and conditions of his appointment is entitled to Rent Free accommodationfor which the premises aforesaid has been taken on rent by the Company.
The Board and Audit Committee are of the view that these are in the ordinary course ofbusiness and are at arm's length and these Agreements/Arrangements/Contracts shouldcontinue. The transactions are of repetitive nature. Relative party disclosure asstipulated in Schedule V-A(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable
Disclosure of particulars in the prescribed Form of Contracts/Arrangement entered intoby the Company with related parties referred to in Section 188(2) of the Companies Act2013 is annexed as per Annexure-III. All related party transactions are placed on aquarterly basis before the Audit Committee for approval and before the Board forconsideration and noting .
The Policy on related party transactions as approved by the Board is uploaded on theCompany's website www.mohanmeakin.com.
DEPOSITS FROM PUBLIC:
During the financial year under review the Company has not accepted any deposits frompublic. However the amount of interest remaining unpaid on the deposits has already beendeposited in the Investor Education and Protection Fund as per provisions of Section 205A& 205C of the Companies Act 1956.
Transfer of Amounts to Investor Education and Protection Fund:
Complying with the provisions of Sections 124 and 125 of the Companies Act 2013amounts remaining unpaid or unclaimed for a period of seven years have already beentransferred by the Company to the Investor Education and Protection Fund and as suchthere is no amount now lying in the Books of Accounts of the Company.
Corporate Social Responsibility Committee:
As prescribed under Section 135 of the Companies Act 2013 all Companies having networth of Rs.500 crore or more or turnover of Rs.1000 crore or more or a net profit ofRs.5 crore or more during any financial year are required to constitute a Corporate SocialResponsibility (CSR) Committee of the Board of Directors comprising three or moreDirectors at least one of whom should be an Independent Director and such Company shallspend in any financial year at least 2% of the average net profits of the Company's threeimmediately preceding financial years towards Corporate Social Responsibility activities.
The Company constituted the Corporate Social Responsibility Committee comprising of 3Non-Executive Directors 2 Independent Directors and one Non-Independent Director asrequired under Section 135 of the Companies Act 2013.
On the basis of the above criteria the Company had a sum of Rs.12.49 lacs for spendingon Corporate Social Responsibility activities for the year 2018-19. The Company has spenttotal amount of Rs.24 lacs during the year (which includes an amount of Rs.11 lacs relatedto financial year 2017-2018). The Annual Report on CSR activities in the prescribed Formatis at Annexure-VII to this Report.
BUSINESS RESPONSIBILITY REPORT:
Regulation 34 (2)(f) of the Securities & Exchange Board of India (ListingObligations and disclosures Requirements) Regulations 2015 mandated inclusion of theBusiness Responsibility Report (BRR) as part of the Annual Report for listed entities.However as the Company does not fall under the ambit of said Regulation of SEBI theBusiness Responsibility Report is not required ; hence not being placed.
WEBSITE ARCHIVAL POLICY.
As mandated under Regulation 30 of the SEBI (LO & DR) Obligations the Company hasframed an Archival Policy for archival disclosure of events or information made to StockExchanges and placed on the Company's Website.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 the ratio ofthe remuneration of each Director to the median Employees' Remuneration is annexedherewith as Annexure-V to this Report.
The information required pursuant to Section 197(12) of the Act read with Rule 5(2) ofthe Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the company forms part of this Report. However as per theprovision of Sections 134 and 136 of the Act the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the Members at Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. Any member interested in obtaining a copy of such statement maywrite to the Company Secretary at the Company's Registered Office.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
Your Company has zero tolerance for sexual harassment at its workplace and has adopteda policy on Prevention Prohibition and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Workmen at Workplace (Prevention andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace. During the year under report the Company has notreceived any complaint from any Women employee.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-V andforms part of this Report.
CASH FLOW STATEMENT:
Cash Flow Statement for the year 2018-2019 is attached to the Balance Sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO.
The information on conservation of energy technology absorption foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure"VI".
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section 134(3)(c)of theCompanies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any ;
b. that such accounting policies as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2019 and of the profit of theCompany to the year ended on that date.
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. that the annual financial statements have been prepared on a goingconcern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively as defined and approved under theAct.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
CORPORATE GOVERNANCE & MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Corporate Governance & Management's Discussion and Analysis Reports for the yearunder review as stipulated under Schedule V-C (Regulation 34(3) and 53(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate Section forming part of the Annual Report.
Compliance Certificate of Practising Company Secretary regarding compliance of theconditions of Corporate Governance as stipulated in Schedule V(E) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed and forms a part ofthe Annual Report.
Management Employees relations throughout the year have been very cordial as hasbeen the case for the last many years. The continuous healthy relationship is due tofar-sighted policy of your Managing Director Shri Hemant Mohan. Your Directors wish toplace on record their deep sense of appreciation for the devoted services of theExecutives Staff and Workers of the Company for its success. The Board also acknowledgesthe support given by Banks Business Associates Customers and Government authorities.