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Mohini Health & Hygiene Ltd.

BSE: 532585 Sector: Industrials
NSE: MHHL ISIN Code: INE450S01011
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Mohini Health & Hygiene Ltd. (MHHL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 10thAnnual Report of the Company on thebusiness and operations together with the Company's audited financial statements and theauditors' report thereon for the financial year ended March 31 2019. The financialhighlights for the year are given below:

1. FINANCIAL RESULTS

The financial performance prospects financial summary or highlights are as follows:

(Rs. In Lakhs)

STANDALONE CONSOLIDATED
PARTICULARS Year Ended 31 March 2019 Year Ended 31 March 2018 Year Ended 31 March 2019 Year Ended 31 March 2018
Revenue from operation & other income 12732.05 14915.76 14791.58 17050.09
Expenses (including depreciation & amortization expenses) 11700.56 14185.35 13792.71 16328.56
Profit before exceptional & extraordinary items and tax 1031.49 730.41 998.86 721.52
Profit/(Loss) before tax 1031.49 730.41 998.86 721.52
Tax Expenses: Current Tax
Deferred Tax 212.35 123.00 212.35 123.00
52.46 94.51 54.23 96.39
Profit(Loss) from the period from continuing Operations 766.68 512.90 732.28 502.12
Profit / (Loss) for the Period 766.68 512.90 732.28 502.12

During the year under review there has been decrease of 14.640% in the revenue of theCompany (decreased to Rs.12732.05 Lakhs from Rs. 14915.76 Lakhs in the previous year). Theoverall expense of the Company has also decreased from 14185.35 Lakhs to 11700.56 Lakhs.Whereas the EBITDA of the Company has increased to Rs.2069.30 Lakhs from Rs 1860.77 Lakhsindicating increase in business operating margins. Profit after taxes have increased asagainst last year's earnings due to decrease in operating expenses and finance cost.

2. State of Company's affairs & future outlook:

Our Company is engaged in manufacturing and export of absorbent cotton medicalconsumable products and cotton waste recycling.

Our manufacturing facility is well equipped with required facilities includingmachinery like effluent treatment plant in-house testing laboratory weight scale andforklift.

3. Change in nature of business if any

During the year under review there has been no change in nature of Business.

4. Changes in Share Capital

There was no change in the Share Capital of the company during the year.

At present the Company has only one class of shares Equity shares of Rs. 10 each. Thepaid up share capital of the company is Rs.

182359000/ - divided in to 18235900equity shares of Rs. 10 each.

IPO Fund utilisation:

The Company has raised funds for the repayment/payment of certain Unsecured

Borrowings availed by our Company to meet the working capital requirement and GeneralCorporate Purposes. As the Company has raised funds in the month of February 2018 duringthe year 2018-19 these funds were fully utilized for the said purpose only.

5. Amounts transferred to reserves

During the year under review MAT Credit Entitlement of Rs. 4664554 has beentransferred to the general reserves.

6. Dividend

The Company intends to invest in future opportunities and therefore your Directors didnot recommend any dividend for the year under review.

7. Deposits

Details relating to deposits covered under Chapter V of the Act are as follows:-

Unsecured loans accepted During the year NIL NIL
Remain unpaid or unclaimed as at the end or the year NIL
Where there has been any default in repayment of deposits or payment of interest thereon during the year If so then no. of Cases and total amount involved NIL
i. At the beginning of the year;
ii. Maximum during the year;
iii. At the end of the year.
Details of deposits which are not in compliance with the requirement of Chapter V of the Act. (Unsecured loan from others and members: no fresh unsecured loan accepted during the year.) NIL

8. Material Changes between the end of financial year and the date of the Board report

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the company to whichthefinancial statement relate and the date of the report.

9. Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act 2013 (“the Act”) donot apply as there was no dividend declared and paid last year.

10.Subsidiary Company

The Company has 97% control in Vedant Kotton Private Limited.In accordance with thefirst proviso of Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 the balance sheet of the subsidiary company have notbeen attached to the Annual Report. A separate statement containing the salient featuresof financial statements of the subsidiaries in Form AOC-1 is annexed as Annexure I.

Further the Annual Accounts of the subsidiary company and the related detailedinformation will be made available to the shareholders of the holding and subsidiarycompany seeking such information at any point of time and the Annual Accounts of thesubsidiary company will also be kept for inspection by any member in the head office ofthe holding company and of the subsidiary company concerned. The Company will furnish ahard copy of details of accounts of subsidiary to any shareholder on demand. Further theannual accounts for the financial year 2018-19 of its subsidiary company are available onthe website of the company i.e. www.mohinihealthandhygiene.com.

11.Extract of the annual return in form MGT-9

Pursuant to section 134(3) (a) and 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in Form No. MGT-9 has been annexed as “Annexure II” forming part of theBoard Report.

12.Number of meeting of the Board

The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company and itssubsidiaries. Additional meetings were held depending upon the requirements of theCompany. During the year under review the Board of Directors met 10(TEN) times and theBoard Meetings were held on the following dates:

20th day of April 2018 25thday of May 201826th day of May 2018;17th day ofAugust 2018; 27th day of October 2018 02nd November 2018 14th November 2018 17thDecember 2018 12th March 2019 28th March2019”

13. Audit Committee

The Audit Committee is constituted in terms of the provisions of Section 177 of the Actread with Companies (Meetings of Board and its Powers) Rules 2014 and ListingRegulations.

Due to resignation of Mr. Gajendra Singh Narang Audit committee is reconstituted.

Composition of the Audit Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Mukesh Vyas Mr. Sarvapriya Bansal
Chairman & Member Member Member

During the year under review the Committee met 4 (Four) times.

The terms of reference of the Committee are in accordance with that specified in theprovision of Section 177 of the Companies Act 2013.

14. Nomination and Remuneration Committee

The Company has formulated Nomination and Remuneration Committee in terms of Section178 of the Act read with Companies (Meetings of Board and its Powers) Rules 2014 andListing Regulations comprising three non-executive directors.

Due to resignation of Mr. Gajendra Singh Narang Nomination and Remuneration Committeeis reconstituted.

Composition of the Committee is as follows:

Mr. Ramesh Chandra Jain Mr. Mukesh Vyas Mrs. Parul Agarwal
Chairman & Member Member Member

During the year the Nomination and Remuneration Committee met once.

15. Policy on Directors' Appointment and Remuneration and Other Details

In terms of the provisions of Section 178(3) of the Act the Nomination andRemuneration

Committee (NRC) is responsible for formulating the criteria for determiningqualification positive attributes and independence of a Director. The NRC is alsoresponsible for recommending to the Board a policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees. The Board has on therecommendation of the NRC approved and adopted a policy for selection and appointment ofDirectors Senior Management Personnel and their remuneration. The said policy isavailable on the Company's website athttps://mohinihealthandhygiene.com/policies.php

16. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 the Board ofDirectors had constituted Stakeholders Relationship Committee comprising of the followingDirectors as its members with the primary duty to look into redressal of investors'complaints like transfer of shares non-receipt of annual report and other investorrelated matters.

Mrs. Parul Agarwal Mr. Avnish Sarvapriya Bansal Mr. Sarvapriya Bansal
Chairman & Member Member Member

During the year Stakeholders Relationship Committee has met Three times.

17. Corporate Social Responsibility (CSR)

17. 1 Corporate Social Responsibility (CSR) Committee

In accordance with the provision of Section 135 of the Act and Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has constituted a Corporate SocialResponsibility Committee. The Committee constituted by the Company has met two timesduring the Financial Year 2018-19.

Due to resignation of Mr. Gajendra Singh Narang Corporate Social ResponsibilityCommittee is reconstituted.

Composition of the Committee is as follows:

Mr. Sarvapriya Bansal Mr. Avnish Sarvapriya Bansal Mr. Mukesh Vyas
Chairman & Member Member Member

The Board has also framed its Corporate Social Responsibility Policy to provide benefitto the weaker section of the Society.

17.2 Details of Policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives

On recommendation of Corporate Social Responsibility Committee Board has formulatedCorporate Social Responsibility Policy and adopted the same.The Report on CSR activitiesas required under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as “Annexure III”and forms an integral part of this Report.

18. Directors Responsibility Statement

As required under Section 134 (5) of the Companies Act 2013 the Board of Directorshereby confirm:-

(I) That in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied themconsistently & made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of the affairs of the Company at the end of theFinancial Year and of the profit of the Company for that Financial Year;

(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. Declaration by Independent Directors as required under Section 149(7) of theCompanies Act 2013

Mr. Gajendra Singh Narang Mr. Ramesh Chandra Jain Mr. Siddharth Jain Mrs. KiranPatidar & Mr. Mukesh Vyas being the Independent Directors of the Company have giventheir statement of declaration under Section 149(7) of the Companies Act 2013 (“theAct”) that they meet the criteria of independence as provided in Section 149(6) ofthe Act and their Declarations have been taken on record.

20. Auditors

20.1 Statutory Auditor

M/s. N. K. Dafria & Co. has completed their tenure in the Company. As communicatedsome other auditor needs to be appointed. Therefore the board has recommended the membersfor the appointment of M/s Nishi Agrawal & Co.Chartered Accountants for a term of 5years at the ensuing Annual General Meeting of the Company will be held on 30thSeptember 2019. They have confirmed their eligibility under Section 141(3)(g) of theCompanies Act 2013 and the Rules framed hereunder.

The Board has duly reviewed the Statutory Audit Report on the Accounts. The notesforming part of the accounts referred to in the Auditors Report of the Company areself-explanatory and do not call for any further explanation. The auditors have notreported any fraud under section 143(12) to the Central Government.

20.2 Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Ms. Neelam Binjwa Practicing Company Secretary to conduct Secretarial Auditfor the financial year 2018-19. The Secretarial Audit Report for the financial year endedMarch 31 2019 is annexed herewith marked as “Annexure IV” to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

The Board in its meeting held on 30.08.2019 has appointed Ms. Neelam Binjwa PracticingCompany Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit forthe financial year 2019-20.

20.3 Cost Auditors

The Central Government has not mandated maintenance of cost records under sub section(1) of section 148 of the Act for the nature of industry in which the Company is doingbusiness. Hence appointment of cost auditor is also not applicable to the company.

20.4 Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules madethere under the Company has reappointed Mr. Pramod Mehta Chartered Accountant as anInternal Auditor of the Company to conduct Internal Audit of records and documents of theCompany for the financial year 2019-20.

21. Particulars of loans guarantees or investments under section 186

During the year under review the Company has not advanced any fresh loan given anyguarantee or made any investment falling under section 186 of the act.

22. Particulars of contracts or arrangements with related parties referred to insubsection (1) of section 188 in the form AOC-2

In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade there under the transactions entered into with related parties are in the ordinarycourse of business and on an arm's length basis the details of which are included in thenotes forming part of the financial statements. There are no material contracts orarrangement or transactions during the year. Accordingly information in Form AOC-2 isnot annexed.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttps://mohinihealthandhygiene.com/policies. php

Suitable disclosures as required under AS-18 have been made in the Note No 26 to thefinancial statements.

23. Conservation of energy technology absorption foreign exchange earnings and outgo

The information on conservation of energy technology absorption and 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 V.

24. Risk management policy of the Company

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

25. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committees.

26. Details of Directors and Key Managerial Personnel

The Board of Directors comprises of seven directors out of which one is ExecutiveChairman one is Executive Managing Director one is Non- Executive Director and remainingfour are Non-Executive Independent Directors. As on date of this report Board ofDirectorsand Key Managerial Personnel (KMP) of the Company was as follows:

Name Designation Date of Appointment
Mr. Sarvapriya Bansal Executive Whole Time Director 24/06/2009
Mr. Avnish Sarvapriya Bansal Executive Managing Director 24/06/2009
Mrs. Parul Bansal Non- Executive Director 31/01/2017
Mr. Ramesh Chandra Jain Non-Executive Independent Director 26/10/2017
Mr. Siddharth Jain Additional Non-Executive Independent Director 30/08/2019
Dr. Kiran Patidar Additional Non-Executive Independent Director 30/08/2019
Dr. Mukesh Vyas Additional Non-Executive Independent Director 30/08/2019
Mrs. Mukta Agrawal Chief Financial Officer 23/01/2017
Mrs. Arnika Jain Company Secretary 28/03/2019

In accordance with Articles of Association of the Company and the Companies Act 2013one-third of the total Directors other than Independent Directors of the Company retireby rotation at every Annual General Meeting and accordingly Mrs. Parul Bansal (DIN:06856466) shall retire by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for reappointment. The Directors have recommended-appointment ofMrs. Parul Bansal.

Mr. Gajendra Singh Narang Resigned from the post of Director as on 30th August 2019and Mr. Siddhath Jain Mr Mukesh Vyas and Mrs. Kiran Patidar is appointed as anadditional Non- Executive Independent Director

During the year Ms.Shweta Bhamre resigned from the post of Company Secretary w.e.f.28th March 2019 and Mrs. Arnika Jain was appointed as Company Secretary w.e.f. 28thMarch2019.

27. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

During the year under review there has not been any significant and material orderpassed by the regulators courts or tribunals impacting the going concern status andcompany's operations in future.

28. Internal Financial Control

Your Company has well defined and adequate internal controls and procedurescommensurate with its size and nature of its operations. During the year the Company gotits internal controls over financial reporting and risk management process evaluated byindependent Consultants. Besides the Company has an Audit Committee comprising Non-Executive Directors which monitors systems control financial management and operationsof the Company.

29. Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013

30. Disclosure on establishment of a Vigil Mechanism

The Company has established a vigil mechanism also called the Whistle Blower Policywhich is adopted by the Board for Directors and employees to report concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. It provides for adequate safeguards against victimization ofpersons who use such mechanism and makes provision for direct access to the Chairman ofthe Audit Committee in appropriate or exceptional cases. Confidentiality of Whistle Blowershall be maintained to the greatest extent possible.

31. Particulars of employees

There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Disclosurepertaining to remuneration as required under section 197(12) of the Companies Act 2013read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016are as per Annexure VI

32. Corporate Governance

Since the Company's securities are listed on Emerge SME Platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015the compliance with the corporate governance provisions as specified in regulations17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V shall not apply. Hence CorporateGovernance does not form part of this report.

33. Management Discussion And Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 312019 is annexed as Annexure VII to the Report.

34. Listing

The company is a professionally managed Listed Company having its Shares listed onEmerge Platform of National Stock Exchange of India Limited (NSE). The Exchange havenationwide trading terminal and therefore Shareholders/Investors are not facing anydifficulty in trading the shares of the Company from any part of the country. The Companyhas paid the Annual Listing Fees to NSE and Annual Custody Fees to NSDL and CDSL.

35. Fraud Reporting

During the year there is no fraud which has been reported to the Audit Committee /Board.

36. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2)(f) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2019.

37. Other statutory disclosures and information

37.1. The company has not allotted any shares with differential rights during the year;hence there is nothing to disclose under provisions of Section 43 of the Act read withRule 4(4) of the Companies (Share Capital and Debenture) Rule 2014.

37.2. The company has not allotted any sweat equity shares during the year hence therehas not been anything to disclosure under provisions of section 54(1)(d) of the Act readwith Rule 8(13) of the Companies (Share Capital and Debenture) Rule 2014.

37.3. The company has not made any further issue of share capitalto employees under ascheme of employees' stock option during the year hence there has not been anything todisclosure under provisions of section 62(1)(b) of the Act read with Rule 12(2) of theCompanies (Share Capital and Debenture) Rule 2014

37.4. The company has not giving any loan pursuant to provisions of section 67 of theact to its employees for purchase of its own shares hence there has not been anything todisclose under provisions of section 67(3) of the Act read with 16(4) of the Companies(Share Capital and Debentures) Rules 2014.

37.5. With reference to the financial statement the internal financial control of thecompany is adequate.

37.6. Your Company has always believed in providing a safe and harassment freeworkplace for every individual working in company's premises through various interventionsand practices. The Company always endeavors to create and provide an environment that isfree from discrimination and harassment including sexual harassment and for this purposethe company has in place a robust policy aiming to obtain the complaints investigate andprevent any kind of harassment of employees at all levels. For the current financial yearend no complaint was received to the company.

37.7. Your Company has constituted Internal Committees (IC) to investigate and inquireinto sexual harassment complaints. During the year no complaint with allegations ofsexual harassment was filed with the Company.

38. Acknowledgment

The Directors thank all the shareholders customers dealers suppliers bankersfinancial institutions and all the other business associates for their continued supportto the Company and the confidence reposed in its Management. The Directors also thank theGovernment authorities for their understanding and cooperation. The Directors wish torecord their sincere appreciation of the significant contribution made by the employees ofthe Company at all levels to its profitable and successful operations.

For & on behalf of the Board of Directors of Mohini Health & Hygiene Ltd.

Sd/- Sd/-
Mr. Sarvapriya Bansal Mr. Avnish Sarvapriya Bansal
DIRECTOR MANAGING DIRECTOR
DIN: 02540139 DIN: 02666814

Date: 30th August 2019

Place: Pithampur (M.P.)