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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 11 thAnnual Reporton the business and operations of the Company together with the Company's auditedfinancial statements and the auditors' report thereon for the financial year ended March312020. The financial highlights for the year are given below:

1. FINANCIAL RESULTS

The financial performance prospects financial summary or highlightsare as follows:

(Rs. In Lakhs)

PARTICULARS Year Ended 31st March 2020 Year Ended 31st March 2019 Year Ended 31st March 2020 Year Ended 31st March 2019
Revenue from operation & other income 13400.05 12732.05 13588.80 14791.58
Expenses (including depreciation & amortization expenses) 12629.99 11700.56 12816.47 13792.73
Profit before exceptional & extraordinary items and tax 770.06 1031.49 772.33 998.85
Profit/(Loss) before tax 770.06 1031.49 772.33 998.85
Tax Expenses: Current Tax 128.54 212.35 128.89 212.35
• Current Tax
• Deferred Tax (9.53) 52.46 (29.01) 54.23
• Tax Related to Previous Year 19.63 - 19.63 -
Profit(Loss) from the period from continuing Operations 631.43 766.69 652.82 732.27
Profit / (Loss) for the Period 631.43 766.69 652.82 732.27

During the year under review there has been an increase of 5.25% inthe revenue of the Company (increased to Rs.13400.05 Lakhs from Rs. 12732.05 Lakhs inthe previous year). The overall expense of the Company have also surged by 7.94%(increased from Rs 11700.56 Lakhs to Rs 12629.99 Lakhs). Profit after taxes havedecreased as against last year's earnings due to increase in expenses.

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

Our Company is engaged in manufacturing and export of absorbent cottonmedical consumable products and cotton waste recycling. Our manufacturing facility is wellequipped with required facilities including machinery like effluent treatment plantin-house testing laboratory weight scale and forklift. During the year under review theCompany forays into manufacturing of Anti-Virus Kit containing protective goggleisolation gown shoe covers face shield gloves face mask and adult diapers to coverfull body and to help the country fight against this pandemic and restrict the damage fromthe 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 the Company.

4. Changes in Share Capital

There was no change in the Share Capital of the Company during theyear.

At present the Company has only one class of shares- Equity shares ofRs. 10/- each. The paid up share capital of the Company is Rs. 182359000/- divided into18235900 equity shares of Rs. 10/- each.

5. Amounts transferred to reserves

During the year under review MAT Credit Entitlement of Rs. -1963907has been transferred to the General Reserves.

6. Dividend

The Company intends to invest in future opportunities and thereforeyour Directors did not recommend any dividend for the year under review.

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

The Company has incorporated a new Subsidiary Company i.e. MohiniHygiene Care Products Private Limited on June 15 2020 and holds 51% investment in theMohini Hygiene Care Products Private Limited amounting to Rs. 510000 other than this;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.

8. Transfer of unclaimed dividend to investor education and protectionfund

The provisions of Section 125(2) of the Companies Act 2013 do notapply as no dividend was declared and paid last year

9. Subsidiary Company

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

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companyww.mohinihealthandhygiene.com. Further as per fourth proviso of the said section auditedannual accounts of its Subsidiary Company have also been placed on the website of theCompany. 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. Extract of the annual return in form MGT-9

The extract of Annual Return required under Sections 92(3) &134(3)(a) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is annexed here with as 'Annexure II' and has beenuploaded on the Company's website. The web-link for the same ishttps://www.mohinihealthandhygiene.com/ann ual_reports.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 6 (Six)timeson May 3 2019 June 1 2019 August 30 2019 November 11

2019 December 18 2019 and March 20

2020. The provisions of Companies Act 2013 Secretarial Standard 1 andthe Listing Regulations were adhered to while considering the time gap between twomeetings.

12. Audit Committee

The Audit Committee comprises of Mr. Ramesh Chandra Jain as Chairmanand Mr. Mukesh Vyas

Mr. Sarvapriya Bansal and Mr. Siddharth Jain as members. Mr. SiddharthJain was appointed as member of the Audit Committee with effect from May 18 2020. Duringthe year under review the Committee met 5 (Five) times.

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

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. RameshChandra Jain as Chairman and Mr. Mukesh Vyasand Mrs. Parul Agarwal as members. During theyear under review the Committee met 1 (One) time. The terms of reference of the Committeeare in accordance with the provisions of Section 178 of the Companies Act 2013 and Rulesmade thereunder.

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

In compliance with the requirements of Section 178 (3) of the CompaniesAct 2013 and Regulation 19 of the Listing Regulations 2015 the Company has laid down aNomination and Remuneration Policy which has beenuploaded on the Company's website. Theweb-link as required under the Companies Act 2013 is asunder:https://mohinihealthandhygiene.com/p olicies.php

The salient features of the NRC Policy are as 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 SeniorManagement

4. Policy relating to the Remuneration for the Managerial PersonnelKMP Senior Management Personnel & other employees

5. Remuneration to Non-Executive / Independent Director

15. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mrs. Parul Agarwalas Chairperson and Mr. Avnish Bansal and Mr. Saravapriya Bansal as members. During theyear under review the Committee met 3 (Three) times.

The terms of reference of the Committee are in accordance with theprovisions of Section 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 consist of Mr. SaravapriyaBansal as Chairman and Mr. Avnish Bansal and Mr. Mukesh Vyas as members. During the yearunder review the Committee met 1 (One) time.

The terms of reference of the Committee are in accordance with theprovisions of Section 135 of the Companies Act 2013 and Rules made thereunder

16.2 Details of Policy developed and implemented by the Company on itsCorporate Social Responsibility initiatives

In compliance with requirements of Section 135 of the Companies Act2013 the Company has laid down a CSR Policy to provide benefit to the weaker section ofthe Society. The report on CSR activities carried out during the financial year ended 31stMarch 2020 in the formas prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as 'Annexure IN'

17. Directors Responsibility Statement

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

I. I n the preparation of the Annual Accounts for the financial yearended March 31 2020 the applicable accounting standards had been followed along withproper explanation relating to material departures;

II. The Directors have selected such accounting policies as listed infinancial statements and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of the affairsof the Company at the end of the financial year as on March 312020 and of the profit ofthe Company for that period;

III. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

IV The Directors have prepared the Annual Accounts on a going-concernbasis;

V. The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

VI. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. Declarationof Independence

Mr. Mukesh Vyas Mr. Siddharth Jain Mr. Ramesh Chandra Jain and Mrs.Kiran Patidar are Independent Directors of the Company.The Company has receiveddeclarations/ confirmations from all the Independent Directors of the Company as requiredunder Section 149(7) of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014.

19. Auditors

19. 1 Statutory Auditor

M/s. Nishi Agrawal & Co. Chartered Accountants was appointed asStatutory Auditor of the Company at the Annual General Meeting held on September 30 2019for the term of five consecutive years.

The report given by the Auditor on the financial statements of theCompany is part of this report. There has been no qualification reservation adverseremark or disclaimer given by the Auditor in their report. During the year under reviewthe Auditor had not reported any matter under Section 143 (12) of the Companies Act 2013

19. 2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard in its meeting held on August 30 2019 has appointed Ms. Neelam Binjwa PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended March 312020 is annexed herewith marked as 'Annexure IV' to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

19. 3 Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013and the Companies (Accounts) Rules 2014 the Board in its meeting held on August 30 2019has reappointed Mr. Pramod Mehta Chartered Accountant as an Internal Auditor of theCompany to conduct Internal Audit of records and documents of the Company for thefinancial year 2019-20.

20. Loans guarantees or investments

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

21. Related Party Transactions

Related party transactions that were entered into during the financialyear were on arm's length basis and were in ordinary course of business. There are nomaterially significant related party transactions made by the Company which may havepotential conflict with the interest of the Company.

There are no material related party transactions which are not inordinary course of business or which are not on arm's length basis and hence there is noinformation to be provided as requiredunder Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014.

The Board has approved a policy for related party transactions whichhas been uploaded on the Company's website. The web-link as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is as under:

https://mohinihealthandhygiene.com/policies. php

Suitable disclosures as required under AS-18 have been made in the NoteNo 26 of the financial statements.

22. Employee Stock Purchase Scheme

The Company has recommended Mohini Employee Stock Purchase Scheme 2020which is proposed to be implemented through the Employees 'Welfare Trust in line with theprovisions of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014. Necessary resolutions for approval ofthe members are being placed atthe ensuing Annual General Meeting.

23. Conservation of energy technology absorption foreign exchangeearnings and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is annexed herewith as 'AnnexureV'.

24. Risk management policy of the Company

The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. These are discussed at the meetings of the Audit Committee and the Boardof Directors of the Company.

25. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 th e Boa rd h a sca rri ed ou t a n a n n u a l performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Relationship Committees.

26. Board of Directors and Key Managerial Personnel

During the year Mr. Gajendra Singh Narang resigned and ceased to bean Independent Director of your Company w.e.f. August 30 2019. The Board placed on recordits sincere appreciation for the services rendered by him during his tenure as anIndependent Director of the Company.

Mr. Siddharth Jain Mrs. Kiran Patidar and Mr. Mukesh Vyas wereappointed as Additional Directors on the Board of the Company at its meeting held onAugust 30 2019. Later their appointment as Independent Directors was regularized at the10th Annual General Meeting of the Company.

The Board of Directors comprises of seven directors . Details of Boardof Directorsand Key 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. Ramesh Chandra Jain Non-Executive Independent Director
Mr. Siddharth Jain Non-Executive Independent Director
Mrs. Kiran Patidar Non-Executive Independent Director
Mr. Mukesh Vyas Non-Executive Independent Director
Mrs. Mukta Agrawal Chief Financial Officer
Mrs. Arnika Jain Company Secretary

In accordance with Articles of Association of the Company and theCompanies Act 2013 one- third of the total Directors other than Independent Directorsof the Company retire by rotation at every Annual General Meeting and accordingly Mr.Sarvapriya Bansal (DIN:02540139) Executive Director shall retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.The Directors have recommended-appointment of Mr. Sarvapriya Bansal.

27. Internal Financial Control

Your Company has well defined and adequate internal controls andprocedures commensurate with its size and nature of its operations. The Company'sinternal control procedures which includes internal financial controls; ensure effectivecompliance with various policies practices and statutes keeping in view theorganization's pace of growth and increasing complexity of operations. The internalauditors' team carries out extensive audits throughout the year and submits its reports tothe Audit Committee of the Board of Directors.

28. Disclosure on establishment of a Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism or Whistle Blower Policy for directors employees andother stakeholders to report genuine concerns has been established. The same is uploadedon the website of the Company and the web-link ishttps://mohinihealthandhygiene.com/policies.php

29. Particulars of employees and related disclosures

There was no employee drawing remuneration in excess of limitsprescribed under section 197(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 pertaining to remuneration and other details as required under section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as'Annexure VI' ofthis Report.

30. Corporate Governance

The equity shares of the Company are listed on Emerge Platform ofNational Stock Exchange of India Limited (NSE).As per Regulation 15 (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Para C of Schedule Vrelating to Corporate Governance Report shall not apply to Companies listed on SMEExchange. Hencereport on Corporate 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 Yearended March 31 2020 is annexed as 'Annexure VII' to this Report.

32. Listing of Securities

The equity shares of the Company are listed on Emerge Platform of NSEwith security symbol 'MHHL'. The Company has paid the annual listing fees to NSE andannual custody fees to NSDL and CDSL.

33. Other statutory disclosures and information

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

33.2. During the year under review the Company has not accepted thedeposit from the public under section 73 to 76 of the Companies Act 2013 and the rulesmade there under;

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

33.4. Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 business responsibility report is notapplicable to your Company for the financial year ending March 312020.

33.5. The Company does not have any scheme of provision of money forthe purchase of its 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 Committeeor the Board;

33.7. No significant or material orders were passed by the Regulatorsor courts or tribunals which impact the going concern status and Company's operations infuture;

33.8. There have been no instances of any revision in the Board Reportor the financial statement hence disclosure under Section 131(1) of the Companies Act2013 is not required;

33.9. The Company has not paid any commission to any of its Directorsand hence provision of disclosure of commission paid to any Director as mentioned inSection 197(14) of the Companies Act 2013 is not applicable; and

33.10. The Company has not issued (a) any shares with differentialvoting rights (b) Sweat Equity shares (c) shares under any Employee stock option schemehence no disclosures are required to be made as per the Companies (Share Capital andDebentures) Rules 2014;

33.11. The Central Government has not prescribed the maintenance ofcost records by the Company under Section 148(1) of the Companies Act 2013 for any of itsproducts; and

33.12. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to redress complaints receivedregarding sexual harassment.

34. Acknowledgment

The Directors thank all the shareholders customers dealerssuppliers bankers financial institutions and all other business associates for theircontinued support to the Company and the confidence reposed in its Management. TheDirectors also thank the Government authorities for their understanding and co-operation.The Directors wish to record their sincere appreciation of the significant contributionmade by the employees of the Company at all levels to its profitable and successfuloperations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF MOHINI HEALTH & HYGIENE LIMITED
DATE: AUGUST 24 2020 PLACE: PITHAMPUR (M.P.) SD/- MR. SARVAPRIYA BANSAL EXECUTIVE DIRECTOR DIN:02540139 SD/- MR. AVNISH BANSAL MANAGING DIRECTOR DIN: 02666814

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