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Mohini Health & Hygiene Ltd.

BSE: 532585 Sector: Industrials
NSE: MHHL ISIN Code: INE450S01011
BSE 05:30 | 01 Jan Mohini Health & Hygiene Ltd
NSE 00:00 | 01 Dec 53.90 -0.10
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Mohini Health & Hygiene Ltd. (MHHL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 12thAnnual Report on the businessand operations of the Company together with the Company's audited financial statements andthe auditors' report thereon for the financial year ended March 31 2021. 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)

PARTICULARS STANDALONE CONSOLIDATED
Year Ended 31st March 2021 Year Ended 31st March 2020 Year Ended 31st March 2021 Year Ended 31st March 2020
Revenue from operation and other income 13561.12 13400.05 13794.65 13588.80
Expenses (including depreciation & amortization expenses) 12808.01 12629.99 12966.33 12816.47
Profit before exceptional and extraordinary items and tax 753.11 770.06 828.32 772.33
Profit/(Loss) before tax 753.11 770.06 828.32 772.33
• Tax Expenses :
• Current Tax 125.71 128.54 145.14 128.89
• Deferred Tax 62.91 (9.53) 65.20 (29.01)
• Tax Related to Previous Year - 19.63 0 19.63
Profit from the period from continuing Operations 564.49 631.43 617.98 652.82
Minority share in Post Acquisition Profit /loss - - 26.16 -
Profit for the Period 564.49 631.43 591.82 652.82

During the year under review there has been an increase of 1.20% in the revenue of theCompany (increased to Rs. 13561.12 Lakhs from Rs. 13400.05 Lakhs in the previous year).The overall expense of the Company has also surged by 1.39% (increased from 12629.99Lakhs to 12808.01Lakhs). Profit after tax decreased as against last year's earnings due toincrease in expenses

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

Our Company is engaged in manufacturing and export of Surgical Absorbent &Bleached Cotton Surgical & Hygiene Products Like Absorbent Cotton Wool SurgicalCotton Ear Buds Cotton Ball Cotton Make up pads N95 Mask Surgical Mask and otherMedical Consumables.

Our manufacturing facility is well equipped with required facilities includingmachinery like effluent treatment plant in-house testing laboratory weight scale andforklift. The company has focus on efficient products with effective services and qualitystandards are of utmost importance. We are continuously striving to grow by expanding themarket base by introducing the best quality Surgical & Hygiene Products and bysetting up high standards for the industry. This will not only uplift consumersatisfaction level to a next level but will also give a quality product in the market atcompetitive rates along in addition to prompt services. It currently exports to AsianEuropean South American and African markets. Company is planning to launch more than 100products in surgical and consumable range. Now it has also developed its footprints inIndian Market and Online market.

During this pandemic the company has come out with the virus protective series whichinclude Anti-Virus Kit containing protective goggle isolation gown shoe covers faceshield gloves face mask and adult diapers to cover full body and to help the countryfight against this pandemic and restrict the damage from the deadly virus.

3. Change in nature of business if any

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

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.The paid up share capital of the Company is Rs. 182359000/- divided into18235900equity shares of Rs. 10/- each.

Credit Rating Issued By India Ratings & amp; Research (ind-ra) Are As Under:

Facilities Amount(Rs. in millions) Credit Rating
Existing Revised
Long-term/Issuer Rating - IND BBB' on Rating Watch Negative (RWN) IND BB+
Long-term/Short- term/ Fund-Based Limits 300 IND BBB/RWN/IND A3+/RWN IND BB+/Stable/ IND A4+
Long-term/Term Loan 200 IND BBB/RWN IND BB+/Stable
Long-term/Proposed fund-based limit 96.4 Provisional IND BBB/RWN IND BB+/ Stable

5. Amounts transferred to reserves

During the year under review MAT Credit Entitlement of Rs. -5208976 and Profit ofRs. 56449312 has been transferred 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. Material Changes between the end of financial year and the date of the Board report

On 24th May 2021 there is a fire outbreak in the plant located at our registeredoffice at Plot No 109 Sector 3 Industrial Area Pithampur. The plant was closed for morethan two months and the company has again started the production with limited means duringthe first week of August. Other than this there are no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear of the company to which the financial statement relate & the date of the report.

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

The provisions of Section 125(2) of the Companies Act 2013 do not apply as no dividendwas declared and paid last year.

9. Subsidiary Company

A statement containing the salient features of the financial statements of subsidiary /associates / joint venture companies as per Section 129(3) of the Companies Act 2013 inForm AOC-1 is annexed as'Annexure I'.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Companywww.mohinihealthandhygiene.com. Further as per fourth proviso of the said sectionaudited annual accounts of its Subsidiary Company have also been placed on the website ofthe Company. Shareholders interested in obtaining a physical copy of the audited annualaccounts of the Subsidiary Companies may write to the Company Secretary requesting for thesame.

10. Annual Return

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://www.mohinihealthandhygiene.com/annual_ return.php

11. Board Meetings

The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company and itssubsidiaries. The notice of Board Meeting is given well in advance to all the Directors.Usually meetings of the Board are held in Pithampur. The Agenda for the Board Meetingsinclude detailed notes on the items to be discussed at the meeting to enable the Directorsto take an informed decision.

During the year under review the Board of Directors met 7 (Seven) times on May 182020 June 29 2020 July 29 2020 August 24 2020 November 6 2020 February 26 2021and March 23 2021. The provisions of Companies Act 2013 Secretarial Standard 1 and theListing Regulations were adhered to while considering the time gap between two meetings.

12. Audit Committee

The Audit Committee comprises of Mr. Mukesh Vyas as a chairman Mr. Sarvapriya Bansaland Mr. Siddharth Jain as members. Mr. Siddharth Jain was appointed as member of the AuditCommittee with effect from May 18 2020. During the year under review the Committee met 5(Five) times.

The terms of reference of the Committee are in accordance with the provisions ofSection 177 of the Companies Act 2013 and the Rules made thereunder.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Mukesh Vyas as a Chairmanand Mr. Siddharth Jain and Mrs. Parul Agarwal as members. During the year under reviewthe Committee met 4 (Four) time.

The terms of reference of the Committee are in accordance with the provisions ofSection 178 of the Companies Act 2013 and Rules made there under.

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

In compliance with the requirements of Section 178 (3) of the Companies Act 2013 andRegulation 19 of the Listing Regulations 2015 the Company has laid down a Nomination andRemuneration Policy which has been uploaded on the Company's website. The web-link asrequired under the Companies Act 2013 is as under:

https://mohinihealthandhygiene.com/policies.php The salient features of the NRC Policyareas under:

1. Setting out the objectives of the Policy

2. Definitions for the purposes of the Policy

3. Policy for appointment and removal of Director KMP and Senior Management

4. Policy relating to the Remuneration for the Managerial Personnel KMP SeniorManagement Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

15. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mrs. Parul Agarwal as Chairpersonand Mr. Avnish Bansal and Mr. Saravapriya Bansal as members. During the year under reviewthe Committee met 2 (Two) times.

The terms of reference of the Committee are in accordance with the provisions ofSection 178 of the Companies Act 2013 and Rules made there under.

16. Corporate Social Responsibility (CSR)

16.1 Corporate Social Responsibility (CSR) Committee

The Corporate Social Relationship Committee consists of Mr. Saravapriya Bansal asChairman and Mr. Avnish Bansal and Mr. Mukesh Vyas as members. During the year underreview the Committee met 1 (One) time.

The terms of reference of the Committee are in accordance with the provisions ofSection 135 of the Companies Act 2013 and Rules made there under.

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

In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy to provide benefit to the weaker section of the Society. Thereport on CSR activities carried out during the financial year ended 31st March 2021 inthe form as prescribed under Rule 9 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed herewith as 'Annexure II'

17. Directors Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act 2013 the Board ofDirectors hereby confirm that:-

i. In the preparation of the Annual Accounts for the financial year ended March 312021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

ii. The Directors have selected such accounting policies as listed in financialstatements and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of the affairs ofthe Company at the end of the financial year as on March 31 2021 and of the profit of theCompany for that period;

iii. The Directors have 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. The Directors have prepared the Annual Accounts on a going-concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

.18. Declaration of Independence

Mr.Mukesh Vyas Mr. Siddharth Jain Mr. Ramesh Chandra Jain and Mrs. Kiran Patidar areIndependent Directors of the Company. The Company has received declarations /confirmations from all the Independent Directors of the Company as required under Section149(7) of the Companies Act 2013 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014. Mr. Ramesh Chandra Jain has resigned from thepost of independent director with effect from 6th November 2020.

19. Auditors

19.1 Statutory Auditor

The Members of the Company had at their 10th AGM held on September 30 2019 appointedM/s. Nishi Agrawal & Co. Chartered Accountants (FRN: 014983C) as the StatutoryAuditor of the Company to hold office for a term of five years commencing from theconclusion of the 10th AGM up to the conclusion of 15th AGM of the Company to be held inthe year 2024. M/s. Nishi Agrawal & Co. Chartered Accountants (FRN: 014983C) hadresigned from the post of Statutory Auditor of the Company w.e.f. August 26 2021.However in compliance with SEBI Circular „CIR/CFD/CMD1/114/2019 dated October 182019 they conducted the Audit for the half year and year ended March 31 2021 and issuedreport thereon. To fill the casual vacancy caused due to resignation of StatutoryAuditors the Board of Directors on recommendation of Audit Committee subject to theapproval of the Members appointed Mahesh C. Solanki & Co. (FRN: 006228C) CharteredAccountants Indore as Statutory Auditors of the Company for the term of five yearscommencing from 12th Annual General Meeting upto the conclusion of 17th Annual generalMeeting by passing a Board Resolution on August 26 2021.

It is also proposed by the Board to appoint Mahesh C. Solanki & Co. (FRN: 006228C)as Statutory Auditors at the ensuing AGM for five consecutive years as per Section 139 and142 of the Companies Act 2013.

19.2 Secretarial Auditor

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 in itsmeeting held on August 24 2020 has appointed Ms. Neelam Binjwa Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31 2021 is annexedherewith marked as 'Annexure III' to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

19.3 Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board in its meeting held on August 24 2020 has reappointedMr. Pramod Mehta Chartered Accountant as an Internal Auditor of the Company to conductInternal Audit of records and documents of the Company for the financial year 2020-21.

20. Loans guarantees or investments

The Company has made an investment of Rs. 510000 to incorporate a new SubsidiaryCompany i.e. Mohini Hygiene Care Products Private Limited on June 15 2020 and holds 51%investment in the Mohini Hygiene Care Products Private Limited.

21. Related Party Transactions

Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.

The Board has approved a policy for related party transactions which has been uploadedon the Company's website. The web-link as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is as under:https://mohinihealthandhygiene.com/policies.php

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

22. Employee Stock Purchase Scheme

On 29th September 2020 pursuant to the approval by the shareholders in the AnnualGeneral Meeting the Board was authorized to introduce offer issue and provideshare-based incentives to eligible employees of the Company and its subsidiaries under"Mohini Employee Stock Purchase Scheme 2020" through Mohini Employee WelfareTrust . 'The Board' which includes the term Nomination and Remuneration Committee(Compensation Committee under the SEBI SBEB Regulations) of the Company inter aliaadministers and monitors the Schemes of the Company. During the year under review nooption was granted by the Company. Disclosure pursuant to the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 for the year ended March31 2021 is available at the website of the Company at

https://www.mohinihealthandhygiene.com/annual_ reports.php. During the year underreview "no stock options were exercised under the terms of the "Mohini EmployeeStock Purchase Scheme 2020" The certificate from the Statutory Auditors of theCompany stating that the Schemes have been implemented in accordance with the SEBIRegulations would be placed at the ensuing Annual General Meeting for inspection bymembers.

The Company has not made any provision of money for purchase of or subscription forits own shares or of its holding Company during the financial year.

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 Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure IV'.

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 StakeholdersRelationship Committees.

26. Board of Directors and Key Managerial Personnel Directors Appointment &Cessation

During the year Mr. Ramesh Chandra Jain resigned and ceased to be an IndependentDirector of your Company w.e.f. November 6 2020. The Board placed on record its sincereappreciation for the services rendered by him during his tenure as an Independent Directorof the Company.

Key Managerial Personnel Appointment & Cessation

Ms Mukta Agrawal has resigned from the post of CFO w.e.f November 6 2020 and Mr.Yogesh Vijaywargiya is appointed as CFO w.e.f. 30th June 2021. Board recommends the re-appointment of Mr. Avnish Bansal as Managing Director of the Company subject toshareholders' approval in the ensuing Annual General Meeting whose tenure is going toexpire on January 22 2022. The re appointment will be effective from January 23 2022subject to shareholders' approval.

Directors Liable to Retire by Rotation and Being Eligible Offer themselves forRe-Appointment

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 Mr. Avnish Bansal(DIN:02666814) Managing Director shall retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for reappointment.

Composition of Board of Directors

The Board of Directors comprises of Six directors. Details of Board of Directors andKey Managerial Personnel (KMP) of the Company is as follows:

Name Designation
Mr. Sarvapriya Bansal Executive Director
Mr. Avnish Sarvapriya Bansal Managing Director
Mrs. Parul Agarwal Non- Executive Non-Independent Director
Mr. Siddharth Jain Non-Executive Independent Director
Mrs. Kiran Patidar Non-Executive Independent Director
Mr. Mukesh Vyas Non-Executive Independent Director
Mr. Yogesh Vijaywargiya Chief Financial Officer
Mrs. Arnika Jain Company Secretary

27. Internal Financial Control

Your Company has well defined and adequate internal controls and procedurescommensurate with its size and nature of its operations. The Company's internal controlprocedures which includes internal financial controls; ensure effective compliance withvarious policies practices and statutes keeping in view the organization's pace of growthand increasing complexity of operations. The internal auditors' team carries out extensiveaudits throughout the year and submits its reports to the Audit Committee of the Board ofDirectors.

28. Disclosure on establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 a Vigil Mechanism orWhistle Blower Policy for directors employees and other stakeholders to report genuineconcerns has been established. The same is uploaded on the website of the Company and theweb-link is https://mohinihealthandhygiene.com/policies.php

29. Particulars of employees and related disclosures

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. Disclosures pertainingto remuneration and other details as required under section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014has been appended as'Annexure V' of this Report.

30. Corporate Governance

The equity shares of the Company are listed on Emerge Platform of National StockExchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 Para C of Schedule V relating to CorporateGovernance Report shall not apply to Companies listed on SME Exchange. Hencereport onCorporate Governance does not form part of this Annual Report.

31. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis for the Financial Year ended March 312021 is annexed as 'Annexure VI' to this Report.

32. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSE with securitysymbol 'MHHL'. The Company has paid the annual listing fees to NSE and annual custody feesto NSDL & CDSL.

33. Other statutory disclosures and information

33.1. There have been no material changes /commitments affecting the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date on report;

33.2. During the year under review the Company has not accepted the deposit from thepublic under section 73 to 76 of the Companies Act 2013 and the rules made there under;

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

33.4. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 business responsibility report is not applicable to yourCompany for the financial year ending March 31 2021.

33.5. The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees;

33.6. No fraud has been reported by the Auditors to the Audit Committee or the Board;

33.7. No significant or material orders were passed by the Regulators or courts ortribunals which impact the going concern status and Company's operations in future;

33.8. There have been no instances of any revision in the Board Report or the financialstatement hence disclosure under Section 131(1) of the Companies Act 2013 is notrequired;

33.9. The Company has not paid any commission to any of its Directors and henceprovision of disclosure of commission paid to any Director as mentioned in Section 197(14)of the Companies Act 2013 is not applicable; and

33.10. The Company has not issued

(a) any shares with differential voting rights

(b) Sweat Equity shares

(c) shares under any Employee stock option scheme hence no disclosures are required tobe made as per the Companies (Share Capital & Debentures) Rules 2014;

33.11. The Central Government has not prescribed the maintenance of cost records by theCompany under Section 148(1) of the Companies Act 2013 for any of its products; and

33.12. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to redress complaints received regardingsexual harassment.

34. Details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year

35. Details of difference between amount of the Valuation done at the time of One TimeSettlement and the Valuation done while taking loans from the Banks or FinancialInstitution along with the reasons thereof .

There are no such events occurred during the period from April 01 2020 to March 312021 thus no valuation is carried out for the one-time settlement with the Banks orFinancial Institutions.

36. Acknowledgment

The Directors thank all the shareholders customers dealers suppliers bankersfinancial institutions and all other business associates for their continued support tothe Company and the confidence reposed in its Management. The Directors also thank theGovernment authorities for their understanding and co-operation. 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 AND ON BEHALF OF THE BOARD OF DIRECTORS OF MOHINI HEALTH & HYGIENE LIMITED
Sd/- Sd/-
MR. SARVAPRIYA BANSAL MR. AVNISH SARVAPRIYA BANSAL
EXECUTIVE DIRECTOR MANAGING DIRECTOR
DIN: 02540139 DIN: 02666814
DATE: AUGUST 26 2021
PLACE: PITHAMPUR (M.P.)

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