5th annual report (2015-16) - manpasand beverages...
TRANSCRIPT
th5 Annual Report (2015-16)th5 Annual Report (2015-16)th5 Annual Report (2015-16)
Performance of the Company
Net Sales ( In lacs)
11-12 12-13 13-14 14-15 15-16
8,572
24,024
29,430
35,974
55,670
0
10,000
20,000
30,000
40,000
50,000
60,000
Shareholder's Fund ( In lacs)
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
11-12 12-13 13-14 14-15 15-16
5,053 7,251 9,261
19,091
60,156
Debt - Equity Ratio
11-12 12-13 13-14 14-15 15-16
0.66
0.780.82
0.62
0.00
0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
Profit After Tax ( In Lacs)
11-12 12-13 13-14 14-15 15-160
1,000
2,000
3,000
4,000
5,000
6,000
609
2,2372,049
2,994
5,056
Profit Before Tax ( In Lacs)
682
2,459 2,314
3,334
5,674
11-12 12-13 13-14 14-15 15-160
1,000
2,000
3,000
4,000
5,000
6,000
EBIDTA ( In lacs)
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
11-12 12-13 13-14 14-15 15-16
1,407
3,8914,569
6,415
11,047
` `
` `
`
REGISTERED OFFICE
E-62, Manjusar G.I.D.C, Savli Road,
Vadodara - 391775. Gujarat.
Tel. No. 02667-290290 / 91
Email ID:- [email protected]
Website:- www.manpasand.co.in
CIN:- L15549GJ2010PLC063283
FACTORIES
l E-93-94, Manjusar G.I.D.C., Savli Road,
Vadodara-391775, Gujarat.
l A/8, Agropark, Karkhiyaon, Varanasi, Uttar
Pradesh.
l Charba, Vikas Nagar, Dehradun, Uttrakhand.
l Survey Number 1768 - 1774/1, Manjusar
Village, Savli, Vadodara, Gujarat.
l Plot No. 122-125, Sector – II, SAHA Industrial
Es tate , Ambala , Haryana. (Under
Construction)
REGISTRAR & SHARE TRANSFER AGENT
Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot No. 31 & 32,
Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500 032
Telephone: +91-40-67162222
Fax: +91-40-23001153
Email: [email protected]
Website: www.karvycomputershare.comToll - Free No.: 1800-3454-001
BOARD OF DIRECTORS
Mr. Dhirendra Singh Chairman & Managing Director
Mr. Abhishek Singh Whole Time Director
Mr. Dharmendra Singh Whole Time Director
Ceased w.e.f. 31.05.2016
Mr. Vishal Sood Nominee Director
Mr. Bharat Vyas Independent Director
Mr. Chirag Doshi Independent Director
Ms. Bharti Naik Independent Director
Mr. Milind Babar Independent Director
Mr. Sitansh Magia Independent Director
Ceased w.e.f. 31.05.2016
Mr. Dhruv Agrawal Director
CHIEF FINANCIAL OFFICER
Paresh Thakkar
COMPANY SECRETARY
Bhavesh Jingar
AUDITORS
M/s. Deloitte Haskins & Sells, Vadodara
BANKERS
Union Bank of India
Bank of Baroda
ICICI Bank
01
03
Calendar Year Details
1997 Incorporated proprietorship in the name Manpasand Agro Food
1997 Launched fruit drinks brand 'SIP’
2005 Commissioned manufacturing plant at Vadodara
2007 Commissioned an additional line to produce tetra pak fruit drinks
2010 The proprietorship Manpasand Agro Food got converted into a partnership firm under the name
'Manpasand Agro Food’
2010 Increased installed capacity at the manufacturing plant at Vadodara
2010-2011 Company acquired the business and operation from the proprietorship of the Promoter
2011 Conversion from a public limited company to a private limited company named 'Manpasand
Beverages Private Limited’
2011 Raised capital by way of allotment of 1,000 Equity Shares and 899,000 CCPS to SPIL
2011 Set-up a new manufacturing plant at Varanasi
2011 Inducted Mr. B.M. Vyas, Ex-Managing Director of Gujarat Cooperative Milk Marketing Federation,
the dairy company selling the 'Amul' brand, as an independent Director on the Board
2012 & 2013 Increased the total installed capacity at the manufacturing plants at Vadodara and Varanasi
2013 Super star Sunny Deol singed as the brand ambassador for 'Mango Sip’
2014 Olympic medalist Mary Kom signed as the brand ambassador for 'Manpasand Oral
Rehydrating Salts’
2014 Raised capital by way of allotment of 218,600 CCPS to SPIL
2014 Launched new brands 'Fruits up', 'Manpasand Oral Rehydrating Salts’ and 'Pure Sip'
2014 Acquired the facility at Dehradun and consequently expanded owned capacity
2014 Raised capital by allotment of 112,500 Equity Shares to Aditya Birla Trustee Company Private
Limited (held on behalf of Aditya Birla Private Equity Trust A/c Aditya Birla Private Equity - Sunrise
Fund)
2014 Conversion from a private limited company to a public limited company
2015 Commencement of business at Vadodara’s second manufacturing plant
2015 Company's Equity Shares got listed on BSE Limited and National Stock Exchange of India
2015 Completed successfully Public Issue of ̀ 400.00 Crs.
2016 Ambala plant project initiated
HISTORY OF THE COMPANY
Notice ....................................................................................... 04
Board's Report ............................................................................11
Independent Auditor’s Report .....................................................37
Balance Sheet .............................................................................42
Statement of Profit & Loss ..........................................................43
Cash Flow Statement ..................................................................44
Notes to Forming Part of Financial Statements ............................46
Proxy Form .................................................................................67
con
ten
tsco
nte
nts
02
03
Calendar Year Details
1997 Incorporated proprietorship in the name Manpasand Agro Food
1997 Launched fruit drinks brand 'SIP’
2005 Commissioned manufacturing plant at Vadodara
2007 Commissioned an additional line to produce tetra pak fruit drinks
2010 The proprietorship Manpasand Agro Food got converted into a partnership firm under the name
'Manpasand Agro Food’
2010 Increased installed capacity at the manufacturing plant at Vadodara
2010-2011 Company acquired the business and operation from the proprietorship of the Promoter
2011 Conversion from a public limited company to a private limited company named 'Manpasand
Beverages Private Limited’
2011 Raised capital by way of allotment of 1,000 Equity Shares and 899,000 CCPS to SPIL
2011 Set-up a new manufacturing plant at Varanasi
2011 Inducted Mr. B.M. Vyas, Ex-Managing Director of Gujarat Cooperative Milk Marketing Federation,
the dairy company selling the 'Amul' brand, as an independent Director on the Board
2012 & 2013 Increased the total installed capacity at the manufacturing plants at Vadodara and Varanasi
2013 Super star Sunny Deol singed as the brand ambassador for 'Mango Sip’
2014 Olympic medalist Mary Kom signed as the brand ambassador for 'Manpasand Oral
Rehydrating Salts’
2014 Raised capital by way of allotment of 218,600 CCPS to SPIL
2014 Launched new brands 'Fruits up', 'Manpasand Oral Rehydrating Salts’ and 'Pure Sip'
2014 Acquired the facility at Dehradun and consequently expanded owned capacity
2014 Raised capital by allotment of 112,500 Equity Shares to Aditya Birla Trustee Company Private
Limited (held on behalf of Aditya Birla Private Equity Trust A/c Aditya Birla Private Equity - Sunrise
Fund)
2014 Conversion from a private limited company to a public limited company
2015 Commencement of business at Vadodara’s second manufacturing plant
2015 Company's Equity Shares got listed on BSE Limited and National Stock Exchange of India
2015 Completed successfully Public Issue of ̀ 400.00 Crs.
2016 Ambala plant project initiated
HISTORY OF THE COMPANY
Notice ....................................................................................... 04
Board's Report ............................................................................11
Independent Auditor’s Report .....................................................37
Balance Sheet .............................................................................42
Statement of Profit & Loss ..........................................................43
Cash Flow Statement ..................................................................44
Notes to Forming Part of Financial Statements ............................46
Proxy Form .................................................................................67
con
ten
tsco
nte
nts
02
05
NOTICE
thNotice is hereby given that the Annual General Meeting of the members of Manpasand Beverages Limited is scheduled to be held on Monday, the 5
day of September, 2016 at 12.30 p.m. at 1768-1774/1, G.I.D.C., Estate, Manjusar, Savli Road, Dist. Vadodara- 391775 to transact the following business:
ORDINARY BUSINESS:
1. Adoption of Financial Statements:
st To consider and adopt the Audited Financial Statements for the year ended 31 March, 2016 and the reports of the Board of Directors and Auditors'
thereon.
2. Retire by Rotation:
To appoint a director in place of Mr. Vishal Sood (DIN: 01780814), who retires by rotation and, being eligible, offers himself for re-appointment.
3. Retire by Rotation:
To appoint a director in place of Mr. Dhruv Agrawal (DIN: 06896866), who retires by rotation and, being eligible, offers himself for re-appointment.
4. Ratification of appointment of Statutory Auditors:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to Section 139, 142 and other applicable provision, if any, of the Companies Act, 2013 and the Rules made thereunder, and thpursuant to the recommendations of the Audit Committee, and pursuant to the resolution passed by the members at the AGM held on 17 September,
2015, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara (Firm Registration No. 117364W) as the statutory auditors of
the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 be and is hereby ratified.
RESOLVED FURTHER THAT as may be determined by the Audit Committee in consultation with the statutory auditors, the Board is authorised to fix the
remuneration payable to the Auditors for the financial year ending March 31, 2017.
SPECIAL BUSINESS:
5. Revision in the remuneration of Mr. Dhirendra Singh, (DIN:- 00626056), Chairman & Managing Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013
(including statutory modification or re-enactment thereof) applicable clauses of the Articles of Association of the Company and as per the
recommendation of Nomination and Remuneration Committee, the consent of the company be and is hereby accorded for revision in the remuneration
being paid to Mr. Dhirendra Singh (DIN: 00626056) Chairman & Managing Director of the Company for his remaining tenure on the following terms and stconditions w.e.f. 01 April, 2016.
Basic Salary : ̀ 426,000/- Per Month
Allowances : ̀ 272,008/- Per Month and
Perquisites : Company's Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company's prevailing rules.
However, the total remuneration to be paid shall not exceed ̀ 1.20 Crs.p.a.
RESOLVED FURTHER THAT the above remuneration payable to Mr. Dhirendra Singh is subject to the condition that the total remuneration including
perquisites shall not in any case exceed 5% of the net profits individually and 11% of the net profits collectively payable to all the Directors as calculated in
accordance with Section 198 of the Companies Act, 2013 or any amendments thereto.
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of Mr. Dhirendra
Singh as Managing Director, the Company incurs losses or profits are inadequate, the Company shall pay to Mr. Dhirendra Singh, the above remuneration
by way of fixed salary, perquisites, allowances and other benefits, subject to the limits, restrictions under Schedule V read with Section 196 and 197 of the
Companies Act, 2013 and related statutory regulations.
RESOLVED FURTHER THAT Board of Directors or Company Secretary of the company be and is hereby authorised to take such steps and to do all such
acts, deeds, matters and things as may be required to give effect to the foregoing resolution."
6. Revision in the remuneration of Mr. Abhishek Singh, (DIN:- 01326637), Whole Time Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013
(including statutory modification or re-enactment thereof) applicable clauses of the Articles of Association of the Company and as per the
recommendation of Nomination and Remuneration Committee, the consent of the Company be and is hereby accorded for revision in the remuneration
being paid to Mr. Abhishek Singh (DIN: 01326637) Whole Time Director of the Company for his remaining tenure on the following terms and conditions st w.e.f. 01 April, 2016.
th 5
Basic Salary : 213,000/- Per Month
Allowances : ̀ 136,004/- Per Month, and
Perquisites : Company's Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company's prevailing rules.
However, the total remuneration to be paid shall not exceed ̀ 60.00 Lacs p.a.
RESOLVED FURTHER THAT the above remuneration payable to Mr. Abhishek Singh is subject to the condition that the total remuneration including
perquisites shall not in any case exceed 5% of the net profits individually and 11% of the net profits collectively payable to all the Directors as calculated in
accordance with Section 198 of the Companies Act, 2013 or any amendments thereto.
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of Mr. Abhishek
Singh as Whole Time Director, the Company incurs losses or profits are inadequate, the Company shall pay to Mr. Abhishek Singh, the above remuneration
by way of fixed salary, perquisites, allowances and other benefits, subject to the limits, restrictions under Schedule V read with Section 196 and 197 of the
Companies Act, 2013 and related statutory regulations.
RESOLVED FURTHER THAT Boards of Director or Company Secretary of the company be and is hereby authorised to take such steps and to do all such
acts, deeds, matters and things as may be required to give effect to the foregoing resolution.
7. Increase in authorised share capital of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to Section 61 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory enactments from
time to time, the Authorised share capital of the Company be and is hereby increased from `55,00,00,000/- (Rupees Fifty Five Crores Only) divided into
5,50,00,000 (Five Crores Fifty Lacs Only) Equity Shares of `10/- (Rupees Ten Only) each to `65,00,00,000/- (Rupees Sixty Five Crores Only) divided into
6,50,00,000 (Six Crores Fifty Lacs only) Equity Shares of ̀ 10/- (Rupees Ten Only) each.
RESOLVED FURTHER THAT Clause V of Memorandum of Association of the company be and the same is hereby altered by deleting the same and
substituting in place and instead thereof the following as new Clause V.
V. The Authorised Capital of the Company is ̀ 65,00,00,000/- (Rupees Sixty Five Crores Only) divided into 6,50,00,000 Equity Shares of ̀ 10/- (Rupees Ten
Only) each.
RESOLVED FURTHER THAT any one of the present Director of the Company and Company Secretary of the Company be and is hereby authorised to take
all necessary action to give effect to above resolution.
8. Raising of finance through issue of equity shares
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution
RESOLVED THAT pursuant to the provisions of sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 along with rules
enacted thereunder ("Companies Act") (including any amendment(s), statutory modification(s) or re-enactment thereof), enabling provisions of the
Memorandum and Articles of Association of the Company, listing agreements entered into by the Company with the stock exchanges where equity shares
of the Company of face value ̀ 10.00/- each are listed and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009 as amended ("SEBI (ICDR) Regulations"), Foreign Exchange Management Act, 1999 as amended, Foreign
Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000, Issue of Foreign Currency Convertible Bonds
(through Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and clarifications issued thereon from time to time and subject to
other required rules, regulations, guidelines, notifications and circulars issued by the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of
India ("RBI"), the Government of India ("GOI"), the stock exchanges, Department of Industrial Policy & Promotion and / or any other competent authorities
from time to time to the extent applicable, subject to such approvals, permissions, consents and sanctions as may be necessary from SEBI, stock
exchanges, RBI, Foreign Investment Promotion Board, GOI and/or any other concerned statutory or other relevant authorities as may be required in this
regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such
approvals, permissions, consents and/or sanctions which may be agreed to by the Board of Directors of the Company ("Board" which term shall include any
Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this
Resolution), consent of the Company be and is hereby accorded to the Board in its absolute discretion to offer, issue and allot equity shares ("Equity
Shares") and /or Global Depository Receipts ("GDRs") and /or American Depository Receipts ("ADRs") ("Securities") in the course of domestic and / or
international offerings representing either equity shares or a combination of the foregoing for an amount not exceeding ` 500.00 Crores (Rupees Five
Hundred Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems fit to all
eligible investors including but not limited to existing equity shareholders as on record date, residents and / or non-residents, whether institutions,
incorporated bodies, foreign institutional investors, qualified institutional buyers, banks, mutual funds, insurance companies, pension funds, trusts,
stabilising agents and / or otherwise and / or a combination thereof, whether or not such investors are members, promoters, directors or their relatives /
associates of the Company, in the course of domestic and / or international offerings through public issue and / or private placement and /or rights issue
and / or preferential allotment and / or qualified institutional placement ("QIP") and / or any other permitted modes through prospectus and/or an offer
document and / or private placement offer letter and/or such other documents / writings / circulars / memoranda in such manner, by way of cash at such
time or times in such tranche or tranches and on such terms and conditions as may be determined and deemed appropriate by the Board in its absolute
discretion at the time of such issue and allotment considering the prevailing market conditions and other relevant factors in consultation with the
merchant banker(s) to be appointed by the Company, so as to enable the Company to list on any Stock Exchange in India and / or Luxembourg and /or
London and /or New York and /or Singapore and /or Hong Kong and / or any of the Overseas Stock Exchanges as may be permissible.
`
04
05
NOTICE
thNotice is hereby given that the Annual General Meeting of the members of Manpasand Beverages Limited is scheduled to be held on Monday, the 5
day of September, 2016 at 12.30 p.m. at 1768-1774/1, G.I.D.C., Estate, Manjusar, Savli Road, Dist. Vadodara- 391775 to transact the following business:
ORDINARY BUSINESS:
1. Adoption of Financial Statements:
st To consider and adopt the Audited Financial Statements for the year ended 31 March, 2016 and the reports of the Board of Directors and Auditors'
thereon.
2. Retire by Rotation:
To appoint a director in place of Mr. Vishal Sood (DIN: 01780814), who retires by rotation and, being eligible, offers himself for re-appointment.
3. Retire by Rotation:
To appoint a director in place of Mr. Dhruv Agrawal (DIN: 06896866), who retires by rotation and, being eligible, offers himself for re-appointment.
4. Ratification of appointment of Statutory Auditors:
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
RESOLVED THAT, pursuant to Section 139, 142 and other applicable provision, if any, of the Companies Act, 2013 and the Rules made thereunder, and thpursuant to the recommendations of the Audit Committee, and pursuant to the resolution passed by the members at the AGM held on 17 September,
2015, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara (Firm Registration No. 117364W) as the statutory auditors of
the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 be and is hereby ratified.
RESOLVED FURTHER THAT as may be determined by the Audit Committee in consultation with the statutory auditors, the Board is authorised to fix the
remuneration payable to the Auditors for the financial year ending March 31, 2017.
SPECIAL BUSINESS:
5. Revision in the remuneration of Mr. Dhirendra Singh, (DIN:- 00626056), Chairman & Managing Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013
(including statutory modification or re-enactment thereof) applicable clauses of the Articles of Association of the Company and as per the
recommendation of Nomination and Remuneration Committee, the consent of the company be and is hereby accorded for revision in the remuneration
being paid to Mr. Dhirendra Singh (DIN: 00626056) Chairman & Managing Director of the Company for his remaining tenure on the following terms and stconditions w.e.f. 01 April, 2016.
Basic Salary : ̀ 426,000/- Per Month
Allowances : ̀ 272,008/- Per Month and
Perquisites : Company's Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company's prevailing rules.
However, the total remuneration to be paid shall not exceed ̀ 1.20 Crs.p.a.
RESOLVED FURTHER THAT the above remuneration payable to Mr. Dhirendra Singh is subject to the condition that the total remuneration including
perquisites shall not in any case exceed 5% of the net profits individually and 11% of the net profits collectively payable to all the Directors as calculated in
accordance with Section 198 of the Companies Act, 2013 or any amendments thereto.
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of Mr. Dhirendra
Singh as Managing Director, the Company incurs losses or profits are inadequate, the Company shall pay to Mr. Dhirendra Singh, the above remuneration
by way of fixed salary, perquisites, allowances and other benefits, subject to the limits, restrictions under Schedule V read with Section 196 and 197 of the
Companies Act, 2013 and related statutory regulations.
RESOLVED FURTHER THAT Board of Directors or Company Secretary of the company be and is hereby authorised to take such steps and to do all such
acts, deeds, matters and things as may be required to give effect to the foregoing resolution."
6. Revision in the remuneration of Mr. Abhishek Singh, (DIN:- 01326637), Whole Time Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013
(including statutory modification or re-enactment thereof) applicable clauses of the Articles of Association of the Company and as per the
recommendation of Nomination and Remuneration Committee, the consent of the Company be and is hereby accorded for revision in the remuneration
being paid to Mr. Abhishek Singh (DIN: 01326637) Whole Time Director of the Company for his remaining tenure on the following terms and conditions st w.e.f. 01 April, 2016.
th 5
Basic Salary : 213,000/- Per Month
Allowances : ̀ 136,004/- Per Month, and
Perquisites : Company's Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company's prevailing rules.
However, the total remuneration to be paid shall not exceed ̀ 60.00 Lacs p.a.
RESOLVED FURTHER THAT the above remuneration payable to Mr. Abhishek Singh is subject to the condition that the total remuneration including
perquisites shall not in any case exceed 5% of the net profits individually and 11% of the net profits collectively payable to all the Directors as calculated in
accordance with Section 198 of the Companies Act, 2013 or any amendments thereto.
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of Mr. Abhishek
Singh as Whole Time Director, the Company incurs losses or profits are inadequate, the Company shall pay to Mr. Abhishek Singh, the above remuneration
by way of fixed salary, perquisites, allowances and other benefits, subject to the limits, restrictions under Schedule V read with Section 196 and 197 of the
Companies Act, 2013 and related statutory regulations.
RESOLVED FURTHER THAT Boards of Director or Company Secretary of the company be and is hereby authorised to take such steps and to do all such
acts, deeds, matters and things as may be required to give effect to the foregoing resolution.
7. Increase in authorised share capital of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to Section 61 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory enactments from
time to time, the Authorised share capital of the Company be and is hereby increased from `55,00,00,000/- (Rupees Fifty Five Crores Only) divided into
5,50,00,000 (Five Crores Fifty Lacs Only) Equity Shares of `10/- (Rupees Ten Only) each to `65,00,00,000/- (Rupees Sixty Five Crores Only) divided into
6,50,00,000 (Six Crores Fifty Lacs only) Equity Shares of ̀ 10/- (Rupees Ten Only) each.
RESOLVED FURTHER THAT Clause V of Memorandum of Association of the company be and the same is hereby altered by deleting the same and
substituting in place and instead thereof the following as new Clause V.
V. The Authorised Capital of the Company is ̀ 65,00,00,000/- (Rupees Sixty Five Crores Only) divided into 6,50,00,000 Equity Shares of ̀ 10/- (Rupees Ten
Only) each.
RESOLVED FURTHER THAT any one of the present Director of the Company and Company Secretary of the Company be and is hereby authorised to take
all necessary action to give effect to above resolution.
8. Raising of finance through issue of equity shares
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution
RESOLVED THAT pursuant to the provisions of sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 along with rules
enacted thereunder ("Companies Act") (including any amendment(s), statutory modification(s) or re-enactment thereof), enabling provisions of the
Memorandum and Articles of Association of the Company, listing agreements entered into by the Company with the stock exchanges where equity shares
of the Company of face value ̀ 10.00/- each are listed and in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009 as amended ("SEBI (ICDR) Regulations"), Foreign Exchange Management Act, 1999 as amended, Foreign
Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000, Issue of Foreign Currency Convertible Bonds
(through Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and clarifications issued thereon from time to time and subject to
other required rules, regulations, guidelines, notifications and circulars issued by the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of
India ("RBI"), the Government of India ("GOI"), the stock exchanges, Department of Industrial Policy & Promotion and / or any other competent authorities
from time to time to the extent applicable, subject to such approvals, permissions, consents and sanctions as may be necessary from SEBI, stock
exchanges, RBI, Foreign Investment Promotion Board, GOI and/or any other concerned statutory or other relevant authorities as may be required in this
regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such
approvals, permissions, consents and/or sanctions which may be agreed to by the Board of Directors of the Company ("Board" which term shall include any
Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this
Resolution), consent of the Company be and is hereby accorded to the Board in its absolute discretion to offer, issue and allot equity shares ("Equity
Shares") and /or Global Depository Receipts ("GDRs") and /or American Depository Receipts ("ADRs") ("Securities") in the course of domestic and / or
international offerings representing either equity shares or a combination of the foregoing for an amount not exceeding ` 500.00 Crores (Rupees Five
Hundred Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems fit to all
eligible investors including but not limited to existing equity shareholders as on record date, residents and / or non-residents, whether institutions,
incorporated bodies, foreign institutional investors, qualified institutional buyers, banks, mutual funds, insurance companies, pension funds, trusts,
stabilising agents and / or otherwise and / or a combination thereof, whether or not such investors are members, promoters, directors or their relatives /
associates of the Company, in the course of domestic and / or international offerings through public issue and / or private placement and /or rights issue
and / or preferential allotment and / or qualified institutional placement ("QIP") and / or any other permitted modes through prospectus and/or an offer
document and / or private placement offer letter and/or such other documents / writings / circulars / memoranda in such manner, by way of cash at such
time or times in such tranche or tranches and on such terms and conditions as may be determined and deemed appropriate by the Board in its absolute
discretion at the time of such issue and allotment considering the prevailing market conditions and other relevant factors in consultation with the
merchant banker(s) to be appointed by the Company, so as to enable the Company to list on any Stock Exchange in India and / or Luxembourg and /or
London and /or New York and /or Singapore and /or Hong Kong and / or any of the Overseas Stock Exchanges as may be permissible.
`
04
07
RESOLVED FURTHER THAT the Securities issued in foreign markets shall be deemed to have been made abroad and / or in the market and / or at the place
of issue of the Securities in the international market and may be governed by the applicable laws.
RESOLVED FURTHER THAT in the event of issue of GDRs / ADRs, the pricing shall be determined in compliance with principles and provisions set out in
the Issue of Foreign Currency Convertible Bonds (through Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and other
applicable provisions, as amended from time to time.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from
time to time, the pricing shall be determined in compliance with principles and provisions set out in Regulation 85 of Chapter VIII of the SEBI (ICDR)
Regulations, as amended from time to time. The Company may offer a discount of not more than 5% (Five percent) on the price calculated for the QIP or
such other discount as may be permitted under SEBI (ICDR) Regulations, as amended from time to time.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from
time to time, the relevant date for the purpose of the pricing of the Equity Shares shall be the meeting in which the Board decides to open the issue.
RESOLVED FURTHER THAT the Company may enter into any arrangement with any agencies or bodies as are authorised by the Board for the issue of
GDRs and / or ADRs represented by underlying equity shares in the share capital of the Company with such features and attributes as are prevalent in
international / domestic capital markets for instruments of this nature and to provide for the tradability and free transferability thereof in accordance with
market practices as per the domestic and /or international practice and regulations, and under the norms and practices prevalent in the domestic/
international capital markets and subject to applicable laws and regulations and the Articles of Association of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the consent of the Company be and hereby accorded to the Board
to do all such acts, deeds, matters and things including but not limited to finalisation and approval of the offer documents(s), private placement offer
letter, determining the form and manner of the issue, including the class of investors to whom the Securities are to be issued and allotted, number of
Securities to be allotted, issue price, face value, fixing the record date, execution of various transaction documents, as the Board may in its absolute
discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilisation of
the proceeds as it may in its absolute discretion deem fit.
RESOLVED FURTHER THAT the Securities to be created, issued allotted and offered in terms of this Resolution shall be subject to the provisions of the
Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT the Equity Shares shall be listed with the stock exchanges, where the existing Equity Shares of the Company are listed and the
same shall rank pari passu with the existing equity shares of the Company.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of rights issue, if the Equity Shares are not subscribed, the same may be
disposed of by the Board in such manner which is not dis-advantageous to the shareholders and the Company.
RESOLVED FURTHER THAT the approval of the Company is hereby accorded to the Board to appoint merchant bankers, underwriters, depositories,
custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and to remunerate them by
way of commission, brokerage, fees or the like (including reimbursement of their actual expenses) and also to enter into and execute all such
arrangements, contracts/ agreements, memorandum, documents, etc., with such agencies, to seek the listing of Securities on one or more recognized
stock exchange(s), to affix common seal of the Company on any arrangements, contracts/ agreements, memorandum, documents, etc. as may be
required.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board in consultation with the merchant banker(s), advisors and/or other
intermediaries as may be appointed by the Company in relation to the issue of Securities, be and is hereby authorised on behalf of the Company to take all
actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for the issue and
allotment of Securities and listing thereof with the stock exchanges or otherwise as may be required in relation to the issue and to resolve and settle all
questions and difficulties that may arise in the issue, offer and allotment of Securities, including finalisation of the number of Securities to be issued in each
tranche thereof, form, terms and timing of the issue of Securities including for each tranche of such issue of Securities, identification of the investors to
whom Securities are to be offered, utilisation of the proceeds and other related, incidental or ancillary matters as the Board may deem fit at its absolute
discretion, to make such other applications to concerned statutory or regulatory authorities as may be required in relation to the issue of Securities and to
agree to such conditions or modifications that may be imposed by any relevant authority or that may otherwise be deemed fit or proper by the Board and
to do all acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit and to settle any
questions, difficulties or doubts that may arise in relation to the any of the aforesaid or otherwise in relation to the issue of Securities.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permitted by law) all or any of the powers herein conferred
to any officer of the Company.
By order of the Board of Directors
Place : Vadodara Bhavesh Jingar
Date : 10 August, 2016 Company Secretary & Compliance Officer
Registered office;
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Vadodara - 391775
th
NOTES:
1. The relevant Explanatory Statements, pursuant to Section 102 of the Companies Act, 2013 in respect of business under item no. 5 & 6 of the
accompanying Notice is annexed hereto.
2. A statement giving the relevant details of the Directors seeking appointment/re-appointment under item nos. 2 & 3 of the accompanying notice, as
required by Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed herewith.
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF/ HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
THE INSTRUMENT APPOINTING PROXY IN ORDER TO BE VALID AND EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY RDNOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING i.e BY 3 SEPTEMBER, 2016, 12.30 P.M.
4. A person can act as a proxy on behalf of the members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total
share capital of the company carrying voting rights.
A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint single person as a proxy and such
person shall not act as proxy for any other person or shareholder.
5. Corporate members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are
requested to send to the Company, a certified copy of relevant Board Resolution together with their representatives to attend and vote on their behalf at
the meeting.
6. Members who hold shares in dematerialised form are requested to bring their attendance slips duly completed and signed mentioning therein details of
their DP ID and Client ID/ Folio No. and those who hold shares in physical form are requested to write clearly and correctly their Folio Number in the
Entrance Pass for attending the Meeting and should execute the same by affixing their signature on it.
7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the meeting, provided
the votes are not already cast through remote e-voting by the first holder.
rd th8. The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 03 September, 2016 to Monday, 05 September,
2016 (both days inclusive).
9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the security
market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participant with whom they are
maintaining their demat accounts.
10. Pursuant to Section 108 of the Companies Act, 2013 read with relevant Rules under the Act, the Company is pleased to provide the facility to the Members
to exercise their rights to vote through electronic voting. The members who have not cast their vote by remote e-voting shall be able to vote at the
meeting.
th11. The members whose names appear on the Registrar of Members / list of the beneficial owners as on 29 August, 2016 are eligible to participate in e-voting
on the resolution set forth in this notice.
12. The Companies (Management and Administration) Rules, 2015 provide that the electronic voting period shall close at 5 p.m., on the date preceding the nd thAGM. Accordingly, the remote e-voting period will commence at 9 a.m. (IST) on 02 September, 2016 and will end at 5 p.m. (IST) on 4 September, 2016.
13. The remote e-voting will not be allowed beyond the aforesaid period and time and the remote e-voting module shall be disabled by Karvy Computershare
Private Limited, the agency engaged by the company to provide e-voting facility.
14. The member who has cast their vote through remote e-voting may also attend the meeting but shall not be entitled to cast their vote again.
15. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently.
16. The Company has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara (COP-3123, FCS-3844) to act as Scrutiniser to scrutinise the remote
e-voting process in a fair and transparent manner. The members desiring to vote through remote e-voting are requested to refer to the detailed procedure
given hereinafter.
17. The Scrutiniser after scrutinising the votes cast at the meeting and through remote e-voting, will not later than two days of conclusion of the meeting,
make a consolidated Scrutiniser's Report and submit the same to the Chairman. The results declared along with Scrutiniser's Report shall be placed on the
website of the Company.
18. The results shall simultaneously be communicated to stock exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock
Exchange of India Limited.
19. Subject to approval of the requisite number of votes, the resolutions set forth in the Notice for the AGM shall be deemed to be passed on the date of the thmeeting i.e. 5 September, 2016.
20. Please read the instructions given below before exercising the vote. The Notice of the Annual General Meeting and this Communication are also available
on the website of the Company at www.manpasand.co.in and that of the Service provider "Karvy" at www.evoting.karvy.com.
06
07
RESOLVED FURTHER THAT the Securities issued in foreign markets shall be deemed to have been made abroad and / or in the market and / or at the place
of issue of the Securities in the international market and may be governed by the applicable laws.
RESOLVED FURTHER THAT in the event of issue of GDRs / ADRs, the pricing shall be determined in compliance with principles and provisions set out in
the Issue of Foreign Currency Convertible Bonds (through Depository Receipt Mechanism) Scheme, 1993, as amended from time to time and other
applicable provisions, as amended from time to time.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from
time to time, the pricing shall be determined in compliance with principles and provisions set out in Regulation 85 of Chapter VIII of the SEBI (ICDR)
Regulations, as amended from time to time. The Company may offer a discount of not more than 5% (Five percent) on the price calculated for the QIP or
such other discount as may be permitted under SEBI (ICDR) Regulations, as amended from time to time.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of QIP under Chapter VIII of SEBI (ICDR) Regulations, as amended from
time to time, the relevant date for the purpose of the pricing of the Equity Shares shall be the meeting in which the Board decides to open the issue.
RESOLVED FURTHER THAT the Company may enter into any arrangement with any agencies or bodies as are authorised by the Board for the issue of
GDRs and / or ADRs represented by underlying equity shares in the share capital of the Company with such features and attributes as are prevalent in
international / domestic capital markets for instruments of this nature and to provide for the tradability and free transferability thereof in accordance with
market practices as per the domestic and /or international practice and regulations, and under the norms and practices prevalent in the domestic/
international capital markets and subject to applicable laws and regulations and the Articles of Association of the Company.
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the consent of the Company be and hereby accorded to the Board
to do all such acts, deeds, matters and things including but not limited to finalisation and approval of the offer documents(s), private placement offer
letter, determining the form and manner of the issue, including the class of investors to whom the Securities are to be issued and allotted, number of
Securities to be allotted, issue price, face value, fixing the record date, execution of various transaction documents, as the Board may in its absolute
discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilisation of
the proceeds as it may in its absolute discretion deem fit.
RESOLVED FURTHER THAT the Securities to be created, issued allotted and offered in terms of this Resolution shall be subject to the provisions of the
Memorandum and Articles of Association of the Company.
RESOLVED FURTHER THAT the Equity Shares shall be listed with the stock exchanges, where the existing Equity Shares of the Company are listed and the
same shall rank pari passu with the existing equity shares of the Company.
RESOLVED FURTHER THAT in the event the Equity Shares are issued in the course of rights issue, if the Equity Shares are not subscribed, the same may be
disposed of by the Board in such manner which is not dis-advantageous to the shareholders and the Company.
RESOLVED FURTHER THAT the approval of the Company is hereby accorded to the Board to appoint merchant bankers, underwriters, depositories,
custodians, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and to remunerate them by
way of commission, brokerage, fees or the like (including reimbursement of their actual expenses) and also to enter into and execute all such
arrangements, contracts/ agreements, memorandum, documents, etc., with such agencies, to seek the listing of Securities on one or more recognized
stock exchange(s), to affix common seal of the Company on any arrangements, contracts/ agreements, memorandum, documents, etc. as may be
required.
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board in consultation with the merchant banker(s), advisors and/or other
intermediaries as may be appointed by the Company in relation to the issue of Securities, be and is hereby authorised on behalf of the Company to take all
actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for the issue and
allotment of Securities and listing thereof with the stock exchanges or otherwise as may be required in relation to the issue and to resolve and settle all
questions and difficulties that may arise in the issue, offer and allotment of Securities, including finalisation of the number of Securities to be issued in each
tranche thereof, form, terms and timing of the issue of Securities including for each tranche of such issue of Securities, identification of the investors to
whom Securities are to be offered, utilisation of the proceeds and other related, incidental or ancillary matters as the Board may deem fit at its absolute
discretion, to make such other applications to concerned statutory or regulatory authorities as may be required in relation to the issue of Securities and to
agree to such conditions or modifications that may be imposed by any relevant authority or that may otherwise be deemed fit or proper by the Board and
to do all acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit and to settle any
questions, difficulties or doubts that may arise in relation to the any of the aforesaid or otherwise in relation to the issue of Securities.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate (to the extent permitted by law) all or any of the powers herein conferred
to any officer of the Company.
By order of the Board of Directors
Place : Vadodara Bhavesh Jingar
Date : 10 August, 2016 Company Secretary & Compliance Officer
Registered office;
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Vadodara - 391775
th
NOTES:
1. The relevant Explanatory Statements, pursuant to Section 102 of the Companies Act, 2013 in respect of business under item no. 5 & 6 of the
accompanying Notice is annexed hereto.
2. A statement giving the relevant details of the Directors seeking appointment/re-appointment under item nos. 2 & 3 of the accompanying notice, as
required by Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed herewith.
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF/ HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
THE INSTRUMENT APPOINTING PROXY IN ORDER TO BE VALID AND EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY RDNOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING i.e BY 3 SEPTEMBER, 2016, 12.30 P.M.
4. A person can act as a proxy on behalf of the members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total
share capital of the company carrying voting rights.
A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint single person as a proxy and such
person shall not act as proxy for any other person or shareholder.
5. Corporate members intending to send their authorised representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are
requested to send to the Company, a certified copy of relevant Board Resolution together with their representatives to attend and vote on their behalf at
the meeting.
6. Members who hold shares in dematerialised form are requested to bring their attendance slips duly completed and signed mentioning therein details of
their DP ID and Client ID/ Folio No. and those who hold shares in physical form are requested to write clearly and correctly their Folio Number in the
Entrance Pass for attending the Meeting and should execute the same by affixing their signature on it.
7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the meeting, provided
the votes are not already cast through remote e-voting by the first holder.
rd th8. The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 03 September, 2016 to Monday, 05 September,
2016 (both days inclusive).
9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the security
market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participant with whom they are
maintaining their demat accounts.
10. Pursuant to Section 108 of the Companies Act, 2013 read with relevant Rules under the Act, the Company is pleased to provide the facility to the Members
to exercise their rights to vote through electronic voting. The members who have not cast their vote by remote e-voting shall be able to vote at the
meeting.
th11. The members whose names appear on the Registrar of Members / list of the beneficial owners as on 29 August, 2016 are eligible to participate in e-voting
on the resolution set forth in this notice.
12. The Companies (Management and Administration) Rules, 2015 provide that the electronic voting period shall close at 5 p.m., on the date preceding the nd thAGM. Accordingly, the remote e-voting period will commence at 9 a.m. (IST) on 02 September, 2016 and will end at 5 p.m. (IST) on 4 September, 2016.
13. The remote e-voting will not be allowed beyond the aforesaid period and time and the remote e-voting module shall be disabled by Karvy Computershare
Private Limited, the agency engaged by the company to provide e-voting facility.
14. The member who has cast their vote through remote e-voting may also attend the meeting but shall not be entitled to cast their vote again.
15. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently.
16. The Company has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara (COP-3123, FCS-3844) to act as Scrutiniser to scrutinise the remote
e-voting process in a fair and transparent manner. The members desiring to vote through remote e-voting are requested to refer to the detailed procedure
given hereinafter.
17. The Scrutiniser after scrutinising the votes cast at the meeting and through remote e-voting, will not later than two days of conclusion of the meeting,
make a consolidated Scrutiniser's Report and submit the same to the Chairman. The results declared along with Scrutiniser's Report shall be placed on the
website of the Company.
18. The results shall simultaneously be communicated to stock exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock
Exchange of India Limited.
19. Subject to approval of the requisite number of votes, the resolutions set forth in the Notice for the AGM shall be deemed to be passed on the date of the thmeeting i.e. 5 September, 2016.
20. Please read the instructions given below before exercising the vote. The Notice of the Annual General Meeting and this Communication are also available
on the website of the Company at www.manpasand.co.in and that of the Service provider "Karvy" at www.evoting.karvy.com.
06
09
Procedure for e-voting:
I. The Company has engaged the services of M/s. Karvy Computershare Private Limited (Karvy) as agency to provide e-voting facility for the AGM. The
instructions for remote e-voting are as under:
(a) In case of Members receiving an e-mail from Karvy :
(i) Launch an internet browser and open https://evoting.karvy.com
(ii) Enter the login credentials (i.e. User ID and password). The Event No.-Folio No. or DP ID- Client ID will be your User ID. However, if you are
already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
(iii) After entering the above details click on - Login.
(iv) Password change menu will appear. Change the Password with a new Password of your choice. The new password shall comprise minimum 8
characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.) The system will also
prompt you to update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of
your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other
person and that you take utmost care to keep your password confidential. You need to login again with the new credentials.
(v) On successful login, the system will prompt you to select the E-Voting Event.
(vi) Select the Event of Manpasand Beverages Limited and click on - Submit .
(vii) Now you are ready for e-voting as 'Cast Vote' page opens.
(viii) Cast your vote by selecting appropriate option and click on 'Submit'. Click on 'OK' when prompted.
(ix) Upon confirmation, the message 'Vote cast successfully' will be displayed.
(x) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xi) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board
Resolution/ Authority Letter, along with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the
Scrutiniser by an e-mail at [email protected] they may also upload the same in the e-voting module in their login. The scanned
image of the above mentioned documents should be in the naming format "Corporate Name_EVENT NO.”
(b) In case of Shareholders receiving physical copy of the Notice of AGM and Attendance Slip
(I) Initial password is provided, as follows, at the bottom of the ballot form:
(ii) Please follow all steps from Sr. No. (i) to Sr. No. (xi) above, to cast vote.
II. In case of any queries, you may refer to the 'Frequently Asked Questions' (FAQs) and 'e-voting user manual' available in the downloads section of Karvy's e-
voting website https://evoting.karvy.com.
III. If you are already registered with Karvy for e-voting then you can use your existing User ID and Password for casting vote.
IV. Members who have acquired shares and become members of the company after the dispatch of Notice of the AGM may approach Karvy for issuance of
the User ID and Password for exercising their right to vote by electronic means, as under. The procedure to obtain User ID and Password is as under:
a. If e-mail ID or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com,
the member may click "forgot password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
b. Member may call Karvy's toll free number 1-800-3454-001
c. Member may send an e-mail request to [email protected]
13. In case of any query pertaining to e-voting, please visit Help & FAQ's section available at Karvy's website https://evoting.karvy.com or contact Mr. Rajeev
Kumar, Contact No. 040-67161524 at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500 032.
- - -
EVEN (E-Voting Event Number) USER ID PASSWORD
ANNEXURE TO THE NOTICE
Item No. 2 & 3
Additional information on directors recommendation for appointment/reappointment required under Clause 36 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Name of Director Mr. Vishal Sood Mr. Dhruv Agrawal
th stDate of Appointment 22 July, 2011 01 May, 2015
rd thDate of Birth 23 Feb, 1972 13 Sept, 1975
Expertise in specific functional area Software, Investment Banking and Accounts, Taxes, Administration and
Private Equity Overall Operation etc.
Qualification Bachelors Degree in Chartered Accountant
Computer Science and
Post Graduate
Diploma in Management
Directorship held in other companies * 1) Pennar Industries Ltd. Nil
2) Senco Gold Ltd.
3) KDDL Ltd.
Membership/ Chairmanship of Committees of other public
companies (includes only Audit Committees and Shareholders'/
Investors’ Grievance Committee) Nil Nil
Shareholdings in the Company Nil Nil
* Excluded Directorship in the Private Companies, Foreign Companies and Government Bodies.
Item No. 5 & 6
thThe Board of Directors at their meeting held on 20 July, 2016, and as per the recommendation of Nomination and Remuneration Committee and also
subject to the approval of members of the company, has decided to revise the remuneration of Mr. Dhirendra Singh, Chairman & Managing Director and
Mr. Abhishek Singh, Whole Time Director of the Company for their remaining tenure.
The brief profiles of Mr. Dhirendra Singh and Mr. Abhishek Singh are:
Mr. Dhirendra Singh is the founder promoter of the Company. He holds a bachelor's degree in Arts from Gorakhpur Vishvavidhyalaya, Varanasi. He has
around two decades of experience in the Food and Beverages industry. He being a Chairman & Managing Director, is entrusted with substantial powers of
management of the affairs of the company.
Mr. Abhishek Singh has been associated with the company since incorporation of the Company. He holds a bachelor's degree in Engineering in food and
technology from Sardar Patel University, Vallabh Vidhyalaya and has around seven years of experience in the Food and Beverages industry. He is taking care
of Marketing, Sales and Admin departments of the Company.
While approving the revised remuneration, Nomination and Remuneration Committee has considered various parameters inter alia includes the scale of
operation of the Company and involvement for overall growth of the company especially in respect of setting up of new manufacturing units, exploring
domestic market and enhancing brand value through various initiatives etc. with a view to ensure objectivity in determining the remuneration package as
well as maintaining a balance between interest of the Company and shareholders.
Pursuant to provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act,
2013 (including any statutory modification or re-enactment thereof) and applicable clauses of the Articles of Association of the Company, the above said
revision in remuneration requires approval of members of the Company by way of special resolution. Accordingly, the resolutions set out at item nos. 5 & 6
of the notice are recommended to be passed as special resolution(s).
None of the Directors except Mr. Dhirendra Singh and Mr. Abhishek Singh, Key Managerial Personnel and/ or their relatives are, in any way, concerned or
interested, financially or otherwise, in the Resolutions at Item Nos. 5 and 6 of the accompanying Notice.
Item No. 7
The Company in order to meet its growth objectives and to strengthen its financial position, may require to generate long term resources by issuing shares.
It is therefore, deemed appropriate to increase the authorised share capital of the Company from ̀ 55.00 Crores to ̀ 65.00 Crores and for that purpose,
Memorandum of Association of the Company is proposed to be altered by passing the ordinary resolution. The provisions of the Companies Act, 2013
require, the Company to seek the approval of the members for increasing in the authorised share capital of the company and for the alteration of capital
Clause of the Memorandum of Association of the Company.
EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
08
09
Procedure for e-voting:
I. The Company has engaged the services of M/s. Karvy Computershare Private Limited (Karvy) as agency to provide e-voting facility for the AGM. The
instructions for remote e-voting are as under:
(a) In case of Members receiving an e-mail from Karvy :
(i) Launch an internet browser and open https://evoting.karvy.com
(ii) Enter the login credentials (i.e. User ID and password). The Event No.-Folio No. or DP ID- Client ID will be your User ID. However, if you are
already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
(iii) After entering the above details click on - Login.
(iv) Password change menu will appear. Change the Password with a new Password of your choice. The new password shall comprise minimum 8
characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.) The system will also
prompt you to update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of
your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other
person and that you take utmost care to keep your password confidential. You need to login again with the new credentials.
(v) On successful login, the system will prompt you to select the E-Voting Event.
(vi) Select the Event of Manpasand Beverages Limited and click on - Submit .
(vii) Now you are ready for e-voting as 'Cast Vote' page opens.
(viii) Cast your vote by selecting appropriate option and click on 'Submit'. Click on 'OK' when prompted.
(ix) Upon confirmation, the message 'Vote cast successfully' will be displayed.
(x) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xi) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board
Resolution/ Authority Letter, along with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the
Scrutiniser by an e-mail at [email protected] they may also upload the same in the e-voting module in their login. The scanned
image of the above mentioned documents should be in the naming format "Corporate Name_EVENT NO.”
(b) In case of Shareholders receiving physical copy of the Notice of AGM and Attendance Slip
(I) Initial password is provided, as follows, at the bottom of the ballot form:
(ii) Please follow all steps from Sr. No. (i) to Sr. No. (xi) above, to cast vote.
II. In case of any queries, you may refer to the 'Frequently Asked Questions' (FAQs) and 'e-voting user manual' available in the downloads section of Karvy's e-
voting website https://evoting.karvy.com.
III. If you are already registered with Karvy for e-voting then you can use your existing User ID and Password for casting vote.
IV. Members who have acquired shares and become members of the company after the dispatch of Notice of the AGM may approach Karvy for issuance of
the User ID and Password for exercising their right to vote by electronic means, as under. The procedure to obtain User ID and Password is as under:
a. If e-mail ID or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com,
the member may click "forgot password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
b. Member may call Karvy's toll free number 1-800-3454-001
c. Member may send an e-mail request to [email protected]
13. In case of any query pertaining to e-voting, please visit Help & FAQ's section available at Karvy's website https://evoting.karvy.com or contact Mr. Rajeev
Kumar, Contact No. 040-67161524 at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad - 500 032.
- - -
EVEN (E-Voting Event Number) USER ID PASSWORD
ANNEXURE TO THE NOTICE
Item No. 2 & 3
Additional information on directors recommendation for appointment/reappointment required under Clause 36 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Name of Director Mr. Vishal Sood Mr. Dhruv Agrawal
th stDate of Appointment 22 July, 2011 01 May, 2015
rd thDate of Birth 23 Feb, 1972 13 Sept, 1975
Expertise in specific functional area Software, Investment Banking and Accounts, Taxes, Administration and
Private Equity Overall Operation etc.
Qualification Bachelors Degree in Chartered Accountant
Computer Science and
Post Graduate
Diploma in Management
Directorship held in other companies * 1) Pennar Industries Ltd. Nil
2) Senco Gold Ltd.
3) KDDL Ltd.
Membership/ Chairmanship of Committees of other public
companies (includes only Audit Committees and Shareholders'/
Investors’ Grievance Committee) Nil Nil
Shareholdings in the Company Nil Nil
* Excluded Directorship in the Private Companies, Foreign Companies and Government Bodies.
Item No. 5 & 6
thThe Board of Directors at their meeting held on 20 July, 2016, and as per the recommendation of Nomination and Remuneration Committee and also
subject to the approval of members of the company, has decided to revise the remuneration of Mr. Dhirendra Singh, Chairman & Managing Director and
Mr. Abhishek Singh, Whole Time Director of the Company for their remaining tenure.
The brief profiles of Mr. Dhirendra Singh and Mr. Abhishek Singh are:
Mr. Dhirendra Singh is the founder promoter of the Company. He holds a bachelor's degree in Arts from Gorakhpur Vishvavidhyalaya, Varanasi. He has
around two decades of experience in the Food and Beverages industry. He being a Chairman & Managing Director, is entrusted with substantial powers of
management of the affairs of the company.
Mr. Abhishek Singh has been associated with the company since incorporation of the Company. He holds a bachelor's degree in Engineering in food and
technology from Sardar Patel University, Vallabh Vidhyalaya and has around seven years of experience in the Food and Beverages industry. He is taking care
of Marketing, Sales and Admin departments of the Company.
While approving the revised remuneration, Nomination and Remuneration Committee has considered various parameters inter alia includes the scale of
operation of the Company and involvement for overall growth of the company especially in respect of setting up of new manufacturing units, exploring
domestic market and enhancing brand value through various initiatives etc. with a view to ensure objectivity in determining the remuneration package as
well as maintaining a balance between interest of the Company and shareholders.
Pursuant to provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act,
2013 (including any statutory modification or re-enactment thereof) and applicable clauses of the Articles of Association of the Company, the above said
revision in remuneration requires approval of members of the Company by way of special resolution. Accordingly, the resolutions set out at item nos. 5 & 6
of the notice are recommended to be passed as special resolution(s).
None of the Directors except Mr. Dhirendra Singh and Mr. Abhishek Singh, Key Managerial Personnel and/ or their relatives are, in any way, concerned or
interested, financially or otherwise, in the Resolutions at Item Nos. 5 and 6 of the accompanying Notice.
Item No. 7
The Company in order to meet its growth objectives and to strengthen its financial position, may require to generate long term resources by issuing shares.
It is therefore, deemed appropriate to increase the authorised share capital of the Company from ̀ 55.00 Crores to ̀ 65.00 Crores and for that purpose,
Memorandum of Association of the Company is proposed to be altered by passing the ordinary resolution. The provisions of the Companies Act, 2013
require, the Company to seek the approval of the members for increasing in the authorised share capital of the company and for the alteration of capital
Clause of the Memorandum of Association of the Company.
EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
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A copy of the Memorandum of Association and Articles of Association together with proposed alteration is available for inspection by members on any
working days of the Company.
The Board of Directors, accordingly, recommends the resolution set out at item No. 7 of the accompanying Notice for approval of the members.
None of the Directors, Key Managerial Personnel, directly or indirectly, financially or otherwise are interested in the resolution.
Item No. 8
Subject to compliance with applicable laws and regulations, we intend to use the Net Proceeds of the Issue for enhancing the Company's competitiveness
by investing in growth opportunities and fund the expansion plans of the Company and general corporate purposes.
In accordance with the policies approved by the Board and as permissible under applicable laws and government policies, our Company will have flexibility
in deploying the Net Proceeds received from the Issue. Pending utilisation for the purposes described above, we intend to temporarily invest funds in credit
worthy instruments, including money market mutual funds and deposits with banks and corporates. Such investments would be in accordance with the
investment policies as approved by the Board from time to time and will also be in accordance with all applicable laws and regulations.
The Company has been exploring various avenues for raising funds by way of issue of equity shares ("Equity Shares") and /or Global Depository Receipts
("GDRs") and /or American Depository Receipts ("ADRs") ("Securities") to all eligible investors including but not limited to existing of equity shareholders as
on record date, residents and / or non-residents, whether institutions, incorporated bodies, foreign institutional investors, qualified institutional buyers,
banks, mutual funds, insurance companies, pension funds, trusts, stabilising agents and / or otherwise and / or a combination thereof, whether or not
such investors are members, promoters, directors or their relatives / associates of the Company in the course of domestic and / or international offerings
through public issue and / or private placement and /or rights issue and / or preferential allotment and / or qualified institutional placement ("QIP") and / or
any other permitted modes through prospectus and/or an offer document and / or private placement offer letter and/or such other documents/writings/
circulars / memoranda in such manner, at such time or times in such tranche or tranches for an amount not exceeding ` 500.00 Crores (Rupees Five
Hundred Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems fit and on
such terms and conditions as may be determined and deemed appropriate by the Board in its absolute discretion at the time of such issue and allotment
considering the prevailing market conditions and other relevant factors. The Equity Shares shall rank pari passu with the existing equity shares of the
Company.
In the event of the issue of the Equity Shares as aforesaid by way of QIP, it will be ensured that:
a) The relevant date for the purpose of pricing of the Equity Shares would, pursuant to Chapter VIII of the SEBI (ICDR) Regulations, be the date of the
meeting in which the Board or duly authorised committee thereof decides to open the proposed issue of Equity Shares;
b) The pricing for this purpose shall be in accordance with regulation 85 of Chapter VIII of the SEBI (ICDR) Regulations. The Company may offer a
discount of not more than 5% (Five percent) on the price calculated for the QIP or such other discount as may be permitted under SEBI (ICDR)
Regulations, as amended from time to time;
c) The issue and allotment of Equity Shares shall be made only to Qualified Institutional Buyers (QIBs) within the meaning of SEBI (ICDR) Regulations
and such Equity Shares shall be fully paid up on its allotment;
d) The total amount raised in such manner and all previous QIPs made by the Company in a financial year would not exceed five times of the Company's
net worth as per the audited balance sheet for the previous financial year;
e) The Equity Shares shall not be eligible to be sold for a period of 1 year from the date of allotment, except on a recognised stock exchange or except as
may be permitted from time to time by the SEBI (ICDR) Regulations.
For making any further issue of shares to any person(s) other than existing equity shareholders of the Company approval of members is required to
be obtained by way of passing a special resolution, in pursuance to section 62 (1) (c) of the Companies Act.
Therefore the Board recommends the resolution contained in Item No. 8 to be passed by the members so as to enable it to issue further Securities.
The proposed issue is in the interest of the Company and your Directors commend the resolution for your approval.
None of the Directors, Key Managerial Personnel, directly or indirectly, financially or otherwise are interested in the resolution.
By order of the Board of Directors of
Manpasand Beverages Limited
Place : Vadodara Bhavesh Jingar thDate : 10 August, 2016 Company Secretary & Compliance Officer
Registered office;
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Vadodara - 391775
Dear Members,
th stWe are pleased to present the 5 Annual Report along with Audited Financial Statements for the year ended 31 March, 2016.
1. FINANCIAL RESULTS
Particulars 2015-16 2014-15 Change in
` In Lacs ` In Lacs
Sales (net of excise duty) 55,670.89 35,974.87 54.75
Profit before interest, depreciation & tax 11,954.14 6,451.95 --
Less : Finance Cost 571.57 1,064.76 --
Profit before depreciation & tax 11,382.89 5,387.19 111.26
Less : Depreciation and Amortisation expenses 5,708.57 2,052.90 --
Profit before Tax 5,674.32 3,334.29 70.19
Less : Tax Expenses 618.17 339.76 --
Profit after tax 5,056.17 2,994.53 68.80
Add : Balance as per the last Financial Statements 6,793.43 4,387.77 --
Profit available for appropriation 11,849.60 7,382.30 60.51
Appropriation
Interim Dividend on Equity Shares 500.54 500.54 --
Dividend Distribution Tax 115.47 88.33 --
Total 616.01 588.87 --
Balance carried forward to Balance Sheet 11,233.59 6,793.43 65.36
2. PERFORMANCE REVIEW
During the year under review, your Company has achieved gross revenue of ̀ 55,670.89 Lacs as against ̀ 35,974.87 Lacs in the previous year. The profit
before interest, depreciation and tax amounted to ̀ 11,954.14 Lacs as against ̀ 6,451.95 Lacs in the previous year.
Profit before tax during year worked out to `5,674.32 Lacs as against to `3,334.29 Lacs in the previous year, while Profit after tax derived to `5,056.17
Lacs compared to ̀ 2,994.53 Lacs in the previous year.
3. DIVIDEND
During the year, the Company had declared and paid an interim dividend at 10 % i.e. (`1 per share). The total outgo for such dividend is `616.01 Lacs
including dividend distribution tax ̀ 115.47 Lacs.
With a view to conserve resources for the future expansion plans, directors have not recommend any further dividend and hence the interim dividend
would be the final dividend.
4. DEPOSIT
During the year, the Company has not accepted any deposit as provided in the Companies Act, 2013 and Rules framed thereunder.
5. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
The Company has complied with the compliance of Corporate Governance required under the Companies Act, 2013, and as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The said reports are attached at "Annexure - 1 & 2 respectively.”
6. NEW PLANT SET-UP
During the year, the Company is in process of setting up a new manufacturing facility at SAHA Industrial Estate of HSIIDC, Ambala, Haryana.
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BOARDS' REPORT
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A copy of the Memorandum of Association and Articles of Association together with proposed alteration is available for inspection by members on any
working days of the Company.
The Board of Directors, accordingly, recommends the resolution set out at item No. 7 of the accompanying Notice for approval of the members.
None of the Directors, Key Managerial Personnel, directly or indirectly, financially or otherwise are interested in the resolution.
Item No. 8
Subject to compliance with applicable laws and regulations, we intend to use the Net Proceeds of the Issue for enhancing the Company's competitiveness
by investing in growth opportunities and fund the expansion plans of the Company and general corporate purposes.
In accordance with the policies approved by the Board and as permissible under applicable laws and government policies, our Company will have flexibility
in deploying the Net Proceeds received from the Issue. Pending utilisation for the purposes described above, we intend to temporarily invest funds in credit
worthy instruments, including money market mutual funds and deposits with banks and corporates. Such investments would be in accordance with the
investment policies as approved by the Board from time to time and will also be in accordance with all applicable laws and regulations.
The Company has been exploring various avenues for raising funds by way of issue of equity shares ("Equity Shares") and /or Global Depository Receipts
("GDRs") and /or American Depository Receipts ("ADRs") ("Securities") to all eligible investors including but not limited to existing of equity shareholders as
on record date, residents and / or non-residents, whether institutions, incorporated bodies, foreign institutional investors, qualified institutional buyers,
banks, mutual funds, insurance companies, pension funds, trusts, stabilising agents and / or otherwise and / or a combination thereof, whether or not
such investors are members, promoters, directors or their relatives / associates of the Company in the course of domestic and / or international offerings
through public issue and / or private placement and /or rights issue and / or preferential allotment and / or qualified institutional placement ("QIP") and / or
any other permitted modes through prospectus and/or an offer document and / or private placement offer letter and/or such other documents/writings/
circulars / memoranda in such manner, at such time or times in such tranche or tranches for an amount not exceeding ` 500.00 Crores (Rupees Five
Hundred Crores only), inclusive of permissible green shoe option, for cash and at such premium / discount, as applicable, as the Board deems fit and on
such terms and conditions as may be determined and deemed appropriate by the Board in its absolute discretion at the time of such issue and allotment
considering the prevailing market conditions and other relevant factors. The Equity Shares shall rank pari passu with the existing equity shares of the
Company.
In the event of the issue of the Equity Shares as aforesaid by way of QIP, it will be ensured that:
a) The relevant date for the purpose of pricing of the Equity Shares would, pursuant to Chapter VIII of the SEBI (ICDR) Regulations, be the date of the
meeting in which the Board or duly authorised committee thereof decides to open the proposed issue of Equity Shares;
b) The pricing for this purpose shall be in accordance with regulation 85 of Chapter VIII of the SEBI (ICDR) Regulations. The Company may offer a
discount of not more than 5% (Five percent) on the price calculated for the QIP or such other discount as may be permitted under SEBI (ICDR)
Regulations, as amended from time to time;
c) The issue and allotment of Equity Shares shall be made only to Qualified Institutional Buyers (QIBs) within the meaning of SEBI (ICDR) Regulations
and such Equity Shares shall be fully paid up on its allotment;
d) The total amount raised in such manner and all previous QIPs made by the Company in a financial year would not exceed five times of the Company's
net worth as per the audited balance sheet for the previous financial year;
e) The Equity Shares shall not be eligible to be sold for a period of 1 year from the date of allotment, except on a recognised stock exchange or except as
may be permitted from time to time by the SEBI (ICDR) Regulations.
For making any further issue of shares to any person(s) other than existing equity shareholders of the Company approval of members is required to
be obtained by way of passing a special resolution, in pursuance to section 62 (1) (c) of the Companies Act.
Therefore the Board recommends the resolution contained in Item No. 8 to be passed by the members so as to enable it to issue further Securities.
The proposed issue is in the interest of the Company and your Directors commend the resolution for your approval.
None of the Directors, Key Managerial Personnel, directly or indirectly, financially or otherwise are interested in the resolution.
By order of the Board of Directors of
Manpasand Beverages Limited
Place : Vadodara Bhavesh Jingar thDate : 10 August, 2016 Company Secretary & Compliance Officer
Registered office;
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Vadodara - 391775
Dear Members,
th stWe are pleased to present the 5 Annual Report along with Audited Financial Statements for the year ended 31 March, 2016.
1. FINANCIAL RESULTS
Particulars 2015-16 2014-15 Change in
` In Lacs ` In Lacs
Sales (net of excise duty) 55,670.89 35,974.87 54.75
Profit before interest, depreciation & tax 11,954.14 6,451.95 --
Less : Finance Cost 571.57 1,064.76 --
Profit before depreciation & tax 11,382.89 5,387.19 111.26
Less : Depreciation and Amortisation expenses 5,708.57 2,052.90 --
Profit before Tax 5,674.32 3,334.29 70.19
Less : Tax Expenses 618.17 339.76 --
Profit after tax 5,056.17 2,994.53 68.80
Add : Balance as per the last Financial Statements 6,793.43 4,387.77 --
Profit available for appropriation 11,849.60 7,382.30 60.51
Appropriation
Interim Dividend on Equity Shares 500.54 500.54 --
Dividend Distribution Tax 115.47 88.33 --
Total 616.01 588.87 --
Balance carried forward to Balance Sheet 11,233.59 6,793.43 65.36
2. PERFORMANCE REVIEW
During the year under review, your Company has achieved gross revenue of ̀ 55,670.89 Lacs as against ̀ 35,974.87 Lacs in the previous year. The profit
before interest, depreciation and tax amounted to ̀ 11,954.14 Lacs as against ̀ 6,451.95 Lacs in the previous year.
Profit before tax during year worked out to `5,674.32 Lacs as against to `3,334.29 Lacs in the previous year, while Profit after tax derived to `5,056.17
Lacs compared to ̀ 2,994.53 Lacs in the previous year.
3. DIVIDEND
During the year, the Company had declared and paid an interim dividend at 10 % i.e. (`1 per share). The total outgo for such dividend is `616.01 Lacs
including dividend distribution tax ̀ 115.47 Lacs.
With a view to conserve resources for the future expansion plans, directors have not recommend any further dividend and hence the interim dividend
would be the final dividend.
4. DEPOSIT
During the year, the Company has not accepted any deposit as provided in the Companies Act, 2013 and Rules framed thereunder.
5. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
The Company has complied with the compliance of Corporate Governance required under the Companies Act, 2013, and as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The said reports are attached at "Annexure - 1 & 2 respectively.”
6. NEW PLANT SET-UP
During the year, the Company is in process of setting up a new manufacturing facility at SAHA Industrial Estate of HSIIDC, Ambala, Haryana.
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BOARDS' REPORT
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7. POLICIES
The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain polices for all listed companies. All such
polices are available on the website as per details mentioned below;
Name of the Policy Web link
Whistle blower Policy/ Vigil Mechanism http://manpasand.co.in/wp-content/uploads/2015/07/Whistle-blower-Policy.pdf
Nomination and Remuneration Policy http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf
Corporate Social Responsibility Policy http://manpasand.co.in/wp-content/uploads/2015/07/CSR-POLICY.pdf
The requisite details i.e. Annual Report on CSR Activities pursuant to Section 134 of the Act, 2013 read with
its Rules framed thereunder is attached at “Annexure – 3”
Related Party Transaction Policy http://manpasand.co.in/wp-content/uploads/2016/02/Related-Party-Transaction-Policy.pdf
Policy on Determination of http://manpasand.co.in/wp-content/uploads/2016/02/Policy-on-Determination-of-Materiality-of
Materiality of Events -Events.pdf
Policy on Preservation of Documents http://manpasand.co.in/wp-content/uploads/2016/02/Policy-on-preservation-of-documents.pdf
8. LISTING AGREEMENT
The SEBI on 02.09.2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the said regulations were effective from
December 1, 2015. Accordingly, all listed companies are required to enter into the Listing Agreement. The Company in compliance of the said regulation
has entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited within the stipulated time.
9. SUBSIDIARY OR ASSOCIATE COMPANIES
The Company does not have any subsidiary or associate Company.
10. SHARE CAPITAL
A. Issue of Equity Shares
During the year, the Company has, successfully completed its Initial Public Offer (IPO) and has issued and allotted 12,500,000 equity shares of ̀ 10 each
with a premium of ` 310 aggregating to ` 400.00 crores in compliance with the requirement of the Companies Act, 2013, and the rules framed
thereunder and SEBI (ICDR) Regulations.
B. Employee Stock Option Purchase
The Company has granted 100,000 Shares to the Employees of the Company under ESOP -2014. The details as per the requirement of Rules 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 are given below.
Sr. No. Particulars of ESOP No. of Shares/ Amt. in ̀
1 Options granted 100,000
2 Options vested 70,000
3 Options exercised Nil
4 The total number of shares arising as a result of exercise of option Nil
5 Options lapsed Nil
6 The exercise price 20/-
7 Variation of terms of options Nil
8 Money realised by exercise of options Nil
9 Total number of options in force 70,000
10 Employee-wise details of options granted to :
(i) Key Managerial Personnel;
- Mr. Paresh Thakkar 2000
- Mr. Bhavesh Jingar 1000
(ii) Any other employee who receives a grant of options in any one year of option
amounting to 5 % or more of option granted during that year
- Mr. Vijay Panchal 80,000
(iii) Identified employees who were granted option, during any one year, equal to or
exceeding 1 % of the issued capital (excluding outstanding warrants and
conversion) of the Company at the time of grant. Nil
11. BOARD MEETINGS
During the year, 09 (Nine) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance
Report.
12. RISK MANAGEMENT
The Company has established a risk management plan. The Company has also constituted Risk Management Committee to review and monitor the
implementation of the risk management plan. Under this, risks are identified across all business processes of the Company on continuous basis. Once
identified, these risks are systematically categorised as strategic risks, business risks or reporting risks and the same is intimated to the concern department
for mitigating the risk.
13. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANÝ'S OPERATIONS IN FUTURE
No significant and material order was passed by any authority during the year under review impacting the going concern status and company's operation
in future.
14. INTERNAL FINANCIAL CONTROLS
The Company has adopted the policy and procedures on Internal Financial Controls for ensuring the orderly and efficient conduct of its business including
adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial information system with reference to the Financial Statements
15. DIRECTORS
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act,
2013.
During the year, Mr. Dhruv Agrawal as Professional Director and Mr. Sitansh Magia as Independent Director were appointed with the approval of
shareholders.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhruv
Agrawal, Professional Director and Mr. Vishal Sood, Director of the company retire by rotation and are eligible for re-appointment.
Mr. Dharmendra Singh, Whole Time Director and Mr. Sitansh Magia, Independent Director of the company have tendered their resignationstw.e.f. 31 May, 2016.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated
its own performances and that of its committees and all individual directors i.e. both Independent and Non Independent considering attendance,
contribution at the meetings and otherwise, adherence of Code of Conduct and Business ethics, monitoring of regulatory compliances etc. All the
directors of the Company are found to be persons having knowledge and experience in their respective area and their association with the Company is
considered to be beneficial to the Company.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form "MGT-9" is attached herewith at "Annexure - 4".
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company has not given any loan or guarantee or provided any security and invested into any securities.
18. DIRECTOR'S RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 (5) of the Companies Act, 2013, your directors report that :
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures, if any
b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for
the year ended on that period
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) the Directors had prepared the accounts on a going concern basis
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
were operating effectively
f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws were in place and were adequate and
operating effectively
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7. POLICIES
The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain polices for all listed companies. All such
polices are available on the website as per details mentioned below;
Name of the Policy Web link
Whistle blower Policy/ Vigil Mechanism http://manpasand.co.in/wp-content/uploads/2015/07/Whistle-blower-Policy.pdf
Nomination and Remuneration Policy http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf
Corporate Social Responsibility Policy http://manpasand.co.in/wp-content/uploads/2015/07/CSR-POLICY.pdf
The requisite details i.e. Annual Report on CSR Activities pursuant to Section 134 of the Act, 2013 read with
its Rules framed thereunder is attached at “Annexure – 3”
Related Party Transaction Policy http://manpasand.co.in/wp-content/uploads/2016/02/Related-Party-Transaction-Policy.pdf
Policy on Determination of http://manpasand.co.in/wp-content/uploads/2016/02/Policy-on-Determination-of-Materiality-of
Materiality of Events -Events.pdf
Policy on Preservation of Documents http://manpasand.co.in/wp-content/uploads/2016/02/Policy-on-preservation-of-documents.pdf
8. LISTING AGREEMENT
The SEBI on 02.09.2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the said regulations were effective from
December 1, 2015. Accordingly, all listed companies are required to enter into the Listing Agreement. The Company in compliance of the said regulation
has entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited within the stipulated time.
9. SUBSIDIARY OR ASSOCIATE COMPANIES
The Company does not have any subsidiary or associate Company.
10. SHARE CAPITAL
A. Issue of Equity Shares
During the year, the Company has, successfully completed its Initial Public Offer (IPO) and has issued and allotted 12,500,000 equity shares of ̀ 10 each
with a premium of ` 310 aggregating to ` 400.00 crores in compliance with the requirement of the Companies Act, 2013, and the rules framed
thereunder and SEBI (ICDR) Regulations.
B. Employee Stock Option Purchase
The Company has granted 100,000 Shares to the Employees of the Company under ESOP -2014. The details as per the requirement of Rules 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 are given below.
Sr. No. Particulars of ESOP No. of Shares/ Amt. in ̀
1 Options granted 100,000
2 Options vested 70,000
3 Options exercised Nil
4 The total number of shares arising as a result of exercise of option Nil
5 Options lapsed Nil
6 The exercise price 20/-
7 Variation of terms of options Nil
8 Money realised by exercise of options Nil
9 Total number of options in force 70,000
10 Employee-wise details of options granted to :
(i) Key Managerial Personnel;
- Mr. Paresh Thakkar 2000
- Mr. Bhavesh Jingar 1000
(ii) Any other employee who receives a grant of options in any one year of option
amounting to 5 % or more of option granted during that year
- Mr. Vijay Panchal 80,000
(iii) Identified employees who were granted option, during any one year, equal to or
exceeding 1 % of the issued capital (excluding outstanding warrants and
conversion) of the Company at the time of grant. Nil
11. BOARD MEETINGS
During the year, 09 (Nine) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance
Report.
12. RISK MANAGEMENT
The Company has established a risk management plan. The Company has also constituted Risk Management Committee to review and monitor the
implementation of the risk management plan. Under this, risks are identified across all business processes of the Company on continuous basis. Once
identified, these risks are systematically categorised as strategic risks, business risks or reporting risks and the same is intimated to the concern department
for mitigating the risk.
13. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANÝ'S OPERATIONS IN FUTURE
No significant and material order was passed by any authority during the year under review impacting the going concern status and company's operation
in future.
14. INTERNAL FINANCIAL CONTROLS
The Company has adopted the policy and procedures on Internal Financial Controls for ensuring the orderly and efficient conduct of its business including
adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial information system with reference to the Financial Statements
15. DIRECTORS
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act,
2013.
During the year, Mr. Dhruv Agrawal as Professional Director and Mr. Sitansh Magia as Independent Director were appointed with the approval of
shareholders.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhruv
Agrawal, Professional Director and Mr. Vishal Sood, Director of the company retire by rotation and are eligible for re-appointment.
Mr. Dharmendra Singh, Whole Time Director and Mr. Sitansh Magia, Independent Director of the company have tendered their resignationstw.e.f. 31 May, 2016.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated
its own performances and that of its committees and all individual directors i.e. both Independent and Non Independent considering attendance,
contribution at the meetings and otherwise, adherence of Code of Conduct and Business ethics, monitoring of regulatory compliances etc. All the
directors of the Company are found to be persons having knowledge and experience in their respective area and their association with the Company is
considered to be beneficial to the Company.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form "MGT-9" is attached herewith at "Annexure - 4".
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company has not given any loan or guarantee or provided any security and invested into any securities.
18. DIRECTOR'S RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 (5) of the Companies Act, 2013, your directors report that :
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures, if any
b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for
the year ended on that period
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) the Directors had prepared the accounts on a going concern basis
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
were operating effectively
f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws were in place and were adequate and
operating effectively
12
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19. PERSONNEL
A. Disclosure under Section 197 (12) and rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,
2014.
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at
"Annexure - 5" to this report.
B. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment And Remuneration of Managerial
Personnel) Rules, 2014
(I) Names of employees employed throughout the year and were in receipt of remuneration of not less than 1.02 Cr. per annum- None.
(ii) Names of employees employed for part of the year and were in receipt of remuneration of not less than ̀ 8.50 Lacs per month - None.
(iii) The Percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub rule (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014- Not Applicable
Note:
None of the Company's employees is related to any directors of the company except Mr. Dhirendra Singh (Chairman & Managing Director), Mr. Abhishek
Singh (Whole Time Director) and Mr. Dharmendra Singh (Whole Time Director), who are related to each other.
20. AUDITORS
A. STATUTORY AUDITOR
The Company's Auditors, M/s. Deloitte Haskin & Sells, Chartered Accountants, Vadodara who retire at the ensuring Annual General Meeting of the
Company are eligible for re-appointment. They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed
thereunder for re-appointment as Statutory Auditors of the Company.
There is no qualification or adverse remarks or disclaimers made by the auditors in their report on the financial statement of the company for the financial styear ended 31 March, 2016.
B. INTERNAL AUDITORS
The Board of the Company has appointed M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.
C. SECRETARIAL AUDIT
The Company has appointed M/s. Niraj Trivedi, Practising Company Secretaries, Vadodara for Secretarial Audit purpose. The Report of the Secretarial Audit
Report is attached at "Annexure -6".
As regards, the observation made in secretarial audit report the shortfall in spending on CSR activities, necessary explanation for the same is also given in
Annual Report on CSR Activities.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENT
During the year, the company has not entered into any contract or arrangement which falls under Section 188 (1) of the Companies Act, 2013.
22. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this
financial statement relate and the date of the report
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is given at "Annexure - 7.”
24. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.
In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013 we report that, during 2015-16,
no case has been filed under the said act.
25. ACKNOWLEDGMENT
The Directors take this opportunity to express their deep sense of gratitude to the Banks & Government authorities for their support.
Board would also like to place on record their sincere thanks for the commitment, dedication and hard work put in by every member of the Manpasand
Family.
The Directors also gratefully acknowledge all stakeholders of the company viz., Customers, Members, Dealers, Vendors, Banks and other Business Partners
for their continuous trust and support given during the year.
By order of the Board of Directors of
Manpasand Beverages Limited
Place : Vadodara Dhirendra Singh thDate : 20 July, 2016 Chairman & Managing Director
(DIN:- 00626056)
`
ANNEXURE - 1
CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company believes that good Corporate Governance is essential to achieve long-term corporate goals, enhance shareholders' value and attain highest
level of transparency. Your Company is committed to adopt the highest standard of Corporate Governance, accountability and equity in all facets of its
operations and in all interaction with stakeholders.
2. BOARD OF DIRECTORS
The Composition of the Board of the Company complies with the provision of the Companies Act, 2013 and the Listing Regulations. As at the end of the stfinancial year 31 March, 2016, the Board comprises of the followings:
Executive Directors Non-Executive Directors
Mr. Dhirendra Singh (Chairman & Managing Director) Mr. B.M. Vyas - Independent Director
Mr. Abhishek Singh (Whole Time Director) Mr. Chirag Doshi - Independent Director
Mr. Dharmendra Singh (Whole Time Director) Mr. Milind Babar - Independent Director
Mr. Sitansh Magia - Independent Director
Ms. Bharti Naik - Independent & Woman Director
Mr. Dhruv Agrawal - Professional Director
Mr. Vishal Sood - Nominee Director
MEETINGS ATTENDED BY THE BOARD MEMBERS
Sr.No. Name of Directors Category of No. of Board Whether Other No. of No. of
Directors Meetings last AGM Directorship Committee/ shares held
attended attended held ** Membership/
Chairmanship
in other
Companies as
at the year end
1 Mr. Dhirendra Singh Promoter - 09 Yes 01 -- 25,230,500
Executive Director
2 Mr. Abhishek Singh Executive Director 09 Yes 01 -- 2,500
3 Mr. Dharmendra Singh * Executive Director 09 No -- -- 2,500
4 Mr. Vishal Sood Nominee Director 09 No 03 -- –
5 Mr. Bharatkumar Vyas Independent Director 09 No 01 -- --
6 Mr. Milind Babar Independent Director 09 No -- -- --
7 Mr. Chirag Doshi Independent Director 09 Yes -- -- --
8 Ms. Bharti Naik Independent Director 09 Yes -- -- --
9 Mr. Sitansh Magia * Independent Director 07 No -- -- --
10 Mr. Dhruv Agrawal Non - Independent & 07 Yes -- -- --
Non-Executive Director
** It does not include Alternate Directorship, Directorship in foreign companies, companies registered under Section 8 of the Companies Act, 2013
and private limited companies.
st* ceased w.e.f. 31 May, 2016.
Board Meetings
nd st th th rdDuring the year 2015-16, 09 (Nine) Board Meetings were held viz. 2 April, 2015, 1 May, 2015, 15 June, 2015, 4 July, 2015, 23 July, 2015,th th nd th11 August, 2015, 5 November, 2015, 2 February, 2016 and 17 March, 2016.
3. AUDIT COMMITTEE
The Board has constituted a well-qualified Audit Committee. Majority members of the Committee are Non-Executive and Independent Directors. They
possess sound knowledge on accounts, audit, finance, internal controls etc. The Company Secretary acts as secretary to the committee. The terms of
14
15
19. PERSONNEL
A. Disclosure under Section 197 (12) and rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,
2014.
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at
"Annexure - 5" to this report.
B. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment And Remuneration of Managerial
Personnel) Rules, 2014
(I) Names of employees employed throughout the year and were in receipt of remuneration of not less than 1.02 Cr. per annum- None.
(ii) Names of employees employed for part of the year and were in receipt of remuneration of not less than ̀ 8.50 Lacs per month - None.
(iii) The Percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub rule (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014- Not Applicable
Note:
None of the Company's employees is related to any directors of the company except Mr. Dhirendra Singh (Chairman & Managing Director), Mr. Abhishek
Singh (Whole Time Director) and Mr. Dharmendra Singh (Whole Time Director), who are related to each other.
20. AUDITORS
A. STATUTORY AUDITOR
The Company's Auditors, M/s. Deloitte Haskin & Sells, Chartered Accountants, Vadodara who retire at the ensuring Annual General Meeting of the
Company are eligible for re-appointment. They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed
thereunder for re-appointment as Statutory Auditors of the Company.
There is no qualification or adverse remarks or disclaimers made by the auditors in their report on the financial statement of the company for the financial styear ended 31 March, 2016.
B. INTERNAL AUDITORS
The Board of the Company has appointed M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.
C. SECRETARIAL AUDIT
The Company has appointed M/s. Niraj Trivedi, Practising Company Secretaries, Vadodara for Secretarial Audit purpose. The Report of the Secretarial Audit
Report is attached at "Annexure -6".
As regards, the observation made in secretarial audit report the shortfall in spending on CSR activities, necessary explanation for the same is also given in
Annual Report on CSR Activities.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENT
During the year, the company has not entered into any contract or arrangement which falls under Section 188 (1) of the Companies Act, 2013.
22. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this
financial statement relate and the date of the report
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is given at "Annexure - 7.”
24. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.
In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013 we report that, during 2015-16,
no case has been filed under the said act.
25. ACKNOWLEDGMENT
The Directors take this opportunity to express their deep sense of gratitude to the Banks & Government authorities for their support.
Board would also like to place on record their sincere thanks for the commitment, dedication and hard work put in by every member of the Manpasand
Family.
The Directors also gratefully acknowledge all stakeholders of the company viz., Customers, Members, Dealers, Vendors, Banks and other Business Partners
for their continuous trust and support given during the year.
By order of the Board of Directors of
Manpasand Beverages Limited
Place : Vadodara Dhirendra Singh thDate : 20 July, 2016 Chairman & Managing Director
(DIN:- 00626056)
`
ANNEXURE - 1
CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company believes that good Corporate Governance is essential to achieve long-term corporate goals, enhance shareholders' value and attain highest
level of transparency. Your Company is committed to adopt the highest standard of Corporate Governance, accountability and equity in all facets of its
operations and in all interaction with stakeholders.
2. BOARD OF DIRECTORS
The Composition of the Board of the Company complies with the provision of the Companies Act, 2013 and the Listing Regulations. As at the end of the stfinancial year 31 March, 2016, the Board comprises of the followings:
Executive Directors Non-Executive Directors
Mr. Dhirendra Singh (Chairman & Managing Director) Mr. B.M. Vyas - Independent Director
Mr. Abhishek Singh (Whole Time Director) Mr. Chirag Doshi - Independent Director
Mr. Dharmendra Singh (Whole Time Director) Mr. Milind Babar - Independent Director
Mr. Sitansh Magia - Independent Director
Ms. Bharti Naik - Independent & Woman Director
Mr. Dhruv Agrawal - Professional Director
Mr. Vishal Sood - Nominee Director
MEETINGS ATTENDED BY THE BOARD MEMBERS
Sr.No. Name of Directors Category of No. of Board Whether Other No. of No. of
Directors Meetings last AGM Directorship Committee/ shares held
attended attended held ** Membership/
Chairmanship
in other
Companies as
at the year end
1 Mr. Dhirendra Singh Promoter - 09 Yes 01 -- 25,230,500
Executive Director
2 Mr. Abhishek Singh Executive Director 09 Yes 01 -- 2,500
3 Mr. Dharmendra Singh * Executive Director 09 No -- -- 2,500
4 Mr. Vishal Sood Nominee Director 09 No 03 -- –
5 Mr. Bharatkumar Vyas Independent Director 09 No 01 -- --
6 Mr. Milind Babar Independent Director 09 No -- -- --
7 Mr. Chirag Doshi Independent Director 09 Yes -- -- --
8 Ms. Bharti Naik Independent Director 09 Yes -- -- --
9 Mr. Sitansh Magia * Independent Director 07 No -- -- --
10 Mr. Dhruv Agrawal Non - Independent & 07 Yes -- -- --
Non-Executive Director
** It does not include Alternate Directorship, Directorship in foreign companies, companies registered under Section 8 of the Companies Act, 2013
and private limited companies.
st* ceased w.e.f. 31 May, 2016.
Board Meetings
nd st th th rdDuring the year 2015-16, 09 (Nine) Board Meetings were held viz. 2 April, 2015, 1 May, 2015, 15 June, 2015, 4 July, 2015, 23 July, 2015,th th nd th11 August, 2015, 5 November, 2015, 2 February, 2016 and 17 March, 2016.
3. AUDIT COMMITTEE
The Board has constituted a well-qualified Audit Committee. Majority members of the Committee are Non-Executive and Independent Directors. They
possess sound knowledge on accounts, audit, finance, internal controls etc. The Company Secretary acts as secretary to the committee. The terms of
14
17
reference of the Audit Committee are in compliance with the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Audit Committee comprises of three directors namely Mr. Milind Babar as Chairman, and Mr. Dhirendra Singh & Mr. Chirag Doshi as Members.
nd st rd th thDuring 2015-16, 06 (Six) meetings of the Audit Committee were held viz. 2 April, 2015, 1 May, 2015, 23 July, 2015, 11 August, 2015, 5 November, nd2015 and 2 February, 2016.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprise of 3 (three) directors namely Ms. Bharti Naik as Chairperson, and Mr. B. M. Vyas & Mr. Chirag Doshi
as Members. The terms of reference of the Nomination and Remuneration Committee are in compliance with the Companies Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
st ndDuring 2015-16, 02 (two) meetings of the Nomination & Remuneration Committee were held viz. 1 May, 2015 and 2 February, 2016.
In accordance with the provision of Section 178 (3) of the Companies Act, 2013, the Board has adopted the policy on Nomination and Remuneration of
Directors. The web link of the Policy http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf
The details of remuneration paid to Executive Directors and Non- Executive Directors are as under:
Executive Directors Remuneration Non-Executive Directors Sitting Fees
(`. In Lacs)
Mr. Dhirendra Singh (Chairman & Managing Director) 60.00 Mr. B.M. Vyas - Independent Director 1.05
Mr. Abhishek Singh (Whole Time Director) 24.00 Mr. Chirag Doshi - Independent Director 1.35
Mr. Dharmendra Singh (Whole Time Director) 36.00 Mr. Milind Babar - Independent Director 1.25
Mr. Sitansh Magia - Independent Director 0.75
Ms. Bharti Naik - Independent & Woman Director 1.10
Mr. Dhruv Agrawal - Professional Director 1.40
5. STAKEHOLDERS' GRIEVANCE COMMITTEE
As required under Section 178 (5) of the Companies Act, 2013, the Company has constituted Stakeholders Grievance Committee. Mr. Milind Babar is the
Chairman of the Committee. Mr. Dhirendra Singh, Mr. Abhishek Singh and Ms. Bharti Naik are the members of the committee.
Mr. Bhavesh Jingar, Company Secretary of the Company is the Compliance Officer of the Company and also acts as Secretary to the Committee.
The detailed particulars of Investors Complaints, handled by the Company and its Registrar & Share Transfer Agent, during the year, are as under:
Nature of Complaints Opening Received during Resolved during Pending
the year the year
Non Receipt of Annual Report Nil 1 1 Nil
Non Receipt of Refund orders Nil 1 1 Nil
Non Receipt of DUP/Transmission/Deletion Nil Nil Nil Nil
Non Receipt of Dividend/Warrant Nil Nil Nil Nil
Total Nil 2 2 Nil
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As required under Section 135 (1) of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility (CSR) Committee. Ms. Bharti
Naik is the Chairperson of the Committee and Mr. Dhirendra Singh and Mr. Abhishek Singh are the members.
ndDuring the year, one meeting was held on 2 February, 2016 and the same was attended by all the members of the committee.
7. IPO COMMITTEE
IPO Committee was constituted to review the progress of Initial Public Offer of the Company and to approve the necessary documents including Draft Red
Herring Prospectus (DRHP), Red Herring Prospectus (RHP), and Prospectus etc. The said committee comprises of Mr. Dhirendra Singh, Mr. Abhishek Singh, th th rdMr. Dhruv Agrawal, Mr. Paresh Thakkar - CFO and Mr. Bhavesh Jingar - CS. The Committee met on 16 June, 2015, 19 June, 2015, 23 June, 2015 and
th27 June, 2015. On completion of IPO, the said committee has been dissolved post completion of the IPO formalities
8. INDEPENDENT DIRECTORS MEETING
ndThe Company's Independent Directors met on 2 February, 2016 without the presence of the Managing Director, Nominee Director, Whole Time Director
and the Management representatives. The meeting was attended by all the Independent Directors and was conducted informally to enable theI
Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the
Company.
(`. In Lacs)
9. GENERAL BODY MEETING
Location and time where the last three Annual General Meeting (AGM) were held;
AGM Year Venue Date Time
th th4 2014-15 S. No. 1768 - 1774/1, Manjusar Village, Savli, Vadodara - 391775 17 September, 2015 12.30 p.m.
rd th3 2013-14 E - 62, Manjusar G.I.D.C, Savli Road, Vadodara - 391775 14 August, 2014 10.30 a.m.
nd th2 2012-13 E - 62, Manjusar G.I.D.C, Savli Road, Vadodara - 391775 30 September, 2013 02.30 p.m.
Special Resolutions passed during the last three years by the company are
2014-15
- Commission to Non-Executive Director
2013-14
- Borrow the money in excess of aggregate of the paid up share capital and free reserves of the Company and creation of charge on Company's
assets.
- Approve the Employees Stock Option Scheme, 2014.
- Change of Articles of Association of the Company.
2012-13
- No special resolution was passed
Extra-ordinary General Meeting (EGM) and Postal Ballot
During the year, no EGM was conveyed nor any approval of the shareholders obtained through Postal Ballot.
10. MEANS OF COMMUNICATION
The quarterly, half yearly, yearly financial results of the company are sent to the Stock Exchanges immediately after these are approved by the Board. These
are widely published in the Business Standard and Loksatta Newspaper.
These results are simultaneously posted on the website of the Company at www.manpasand.co.in and also uploaded on the website of BSE Limited and
National Stock Exchange of India Limited.
The official press release and presentation made to Institutional Investors/Analyst, if any, are available on the Company's website www.manpasand.co.in
11. GENERAL SHAREHOLDERS INFORMATION
11.1 Annual General Meeting
thDay & Date: Monday, 5 September, 2016
Time :12.30 p.m.
Venue : S.No. 1768 - 1744/1, Manjusar G.I.D.C. Estate, Savli Road, Vadodara - 391755.
11.2 Financial Year
st stThe Company follows the period of 1 April to 31 March, as financial year.
11.3 Dividend Payment Date
The Company has not recommended any final dividend.
11.4 The name & address of each stock exchange at which the listed entity's securities are listed and a confirmation about payment of
annual listing fees of such stock exchanges:
The Equity Shares of the Company are presently listed at the following Stock Exchanges
Name of the Stock Exchanges Stock Code / Symbol
BSE Limited 539207
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited MANPASAND
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.
Listing Fees Confirmation
The Company has paid annual listing fees for the F.Y. 2016-17 at BSE Limited and National Stock Exchange of India Limited where company's shares
are listed.
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reference of the Audit Committee are in compliance with the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Audit Committee comprises of three directors namely Mr. Milind Babar as Chairman, and Mr. Dhirendra Singh & Mr. Chirag Doshi as Members.
nd st rd th thDuring 2015-16, 06 (Six) meetings of the Audit Committee were held viz. 2 April, 2015, 1 May, 2015, 23 July, 2015, 11 August, 2015, 5 November, nd2015 and 2 February, 2016.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprise of 3 (three) directors namely Ms. Bharti Naik as Chairperson, and Mr. B. M. Vyas & Mr. Chirag Doshi
as Members. The terms of reference of the Nomination and Remuneration Committee are in compliance with the Companies Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
st ndDuring 2015-16, 02 (two) meetings of the Nomination & Remuneration Committee were held viz. 1 May, 2015 and 2 February, 2016.
In accordance with the provision of Section 178 (3) of the Companies Act, 2013, the Board has adopted the policy on Nomination and Remuneration of
Directors. The web link of the Policy http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf
The details of remuneration paid to Executive Directors and Non- Executive Directors are as under:
Executive Directors Remuneration Non-Executive Directors Sitting Fees
(`. In Lacs)
Mr. Dhirendra Singh (Chairman & Managing Director) 60.00 Mr. B.M. Vyas - Independent Director 1.05
Mr. Abhishek Singh (Whole Time Director) 24.00 Mr. Chirag Doshi - Independent Director 1.35
Mr. Dharmendra Singh (Whole Time Director) 36.00 Mr. Milind Babar - Independent Director 1.25
Mr. Sitansh Magia - Independent Director 0.75
Ms. Bharti Naik - Independent & Woman Director 1.10
Mr. Dhruv Agrawal - Professional Director 1.40
5. STAKEHOLDERS' GRIEVANCE COMMITTEE
As required under Section 178 (5) of the Companies Act, 2013, the Company has constituted Stakeholders Grievance Committee. Mr. Milind Babar is the
Chairman of the Committee. Mr. Dhirendra Singh, Mr. Abhishek Singh and Ms. Bharti Naik are the members of the committee.
Mr. Bhavesh Jingar, Company Secretary of the Company is the Compliance Officer of the Company and also acts as Secretary to the Committee.
The detailed particulars of Investors Complaints, handled by the Company and its Registrar & Share Transfer Agent, during the year, are as under:
Nature of Complaints Opening Received during Resolved during Pending
the year the year
Non Receipt of Annual Report Nil 1 1 Nil
Non Receipt of Refund orders Nil 1 1 Nil
Non Receipt of DUP/Transmission/Deletion Nil Nil Nil Nil
Non Receipt of Dividend/Warrant Nil Nil Nil Nil
Total Nil 2 2 Nil
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As required under Section 135 (1) of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility (CSR) Committee. Ms. Bharti
Naik is the Chairperson of the Committee and Mr. Dhirendra Singh and Mr. Abhishek Singh are the members.
ndDuring the year, one meeting was held on 2 February, 2016 and the same was attended by all the members of the committee.
7. IPO COMMITTEE
IPO Committee was constituted to review the progress of Initial Public Offer of the Company and to approve the necessary documents including Draft Red
Herring Prospectus (DRHP), Red Herring Prospectus (RHP), and Prospectus etc. The said committee comprises of Mr. Dhirendra Singh, Mr. Abhishek Singh, th th rdMr. Dhruv Agrawal, Mr. Paresh Thakkar - CFO and Mr. Bhavesh Jingar - CS. The Committee met on 16 June, 2015, 19 June, 2015, 23 June, 2015 and
th27 June, 2015. On completion of IPO, the said committee has been dissolved post completion of the IPO formalities
8. INDEPENDENT DIRECTORS MEETING
ndThe Company's Independent Directors met on 2 February, 2016 without the presence of the Managing Director, Nominee Director, Whole Time Director
and the Management representatives. The meeting was attended by all the Independent Directors and was conducted informally to enable theI
Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the
Company.
(`. In Lacs)
9. GENERAL BODY MEETING
Location and time where the last three Annual General Meeting (AGM) were held;
AGM Year Venue Date Time
th th4 2014-15 S. No. 1768 - 1774/1, Manjusar Village, Savli, Vadodara - 391775 17 September, 2015 12.30 p.m.
rd th3 2013-14 E - 62, Manjusar G.I.D.C, Savli Road, Vadodara - 391775 14 August, 2014 10.30 a.m.
nd th2 2012-13 E - 62, Manjusar G.I.D.C, Savli Road, Vadodara - 391775 30 September, 2013 02.30 p.m.
Special Resolutions passed during the last three years by the company are
2014-15
- Commission to Non-Executive Director
2013-14
- Borrow the money in excess of aggregate of the paid up share capital and free reserves of the Company and creation of charge on Company's
assets.
- Approve the Employees Stock Option Scheme, 2014.
- Change of Articles of Association of the Company.
2012-13
- No special resolution was passed
Extra-ordinary General Meeting (EGM) and Postal Ballot
During the year, no EGM was conveyed nor any approval of the shareholders obtained through Postal Ballot.
10. MEANS OF COMMUNICATION
The quarterly, half yearly, yearly financial results of the company are sent to the Stock Exchanges immediately after these are approved by the Board. These
are widely published in the Business Standard and Loksatta Newspaper.
These results are simultaneously posted on the website of the Company at www.manpasand.co.in and also uploaded on the website of BSE Limited and
National Stock Exchange of India Limited.
The official press release and presentation made to Institutional Investors/Analyst, if any, are available on the Company's website www.manpasand.co.in
11. GENERAL SHAREHOLDERS INFORMATION
11.1 Annual General Meeting
thDay & Date: Monday, 5 September, 2016
Time :12.30 p.m.
Venue : S.No. 1768 - 1744/1, Manjusar G.I.D.C. Estate, Savli Road, Vadodara - 391755.
11.2 Financial Year
st stThe Company follows the period of 1 April to 31 March, as financial year.
11.3 Dividend Payment Date
The Company has not recommended any final dividend.
11.4 The name & address of each stock exchange at which the listed entity's securities are listed and a confirmation about payment of
annual listing fees of such stock exchanges:
The Equity Shares of the Company are presently listed at the following Stock Exchanges
Name of the Stock Exchanges Stock Code / Symbol
BSE Limited 539207
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
National Stock Exchange of India Limited MANPASAND
Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.
Listing Fees Confirmation
The Company has paid annual listing fees for the F.Y. 2016-17 at BSE Limited and National Stock Exchange of India Limited where company's shares
are listed.
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11.5 Market Price Data and performance in comparison
Month BSE Limited National Stock Exchange S&P BSE SENSEX
High Low High Low High Low
July-2015 415.00 286.00 408.00 285.70 28,578.33 27,416.39
Aug-2015 455.00 369.30 468.80 370.50 28,417.59 25,298.42
Sep-2015 448.90 377.00 449.90 378.00 26,471.82 24,833.54
Oct-2015 460.00 393.00 455.00 391.05 27,618.14 26,168.71
Nov-2015 468.50 370.00 454.90 370.00 26,824.30 25,451.42
Dec-2015 526.00 398.00 522.00 396.00 26,256.42 24,867.73
Jan-2016 525.75 411.25 525.00 434.00 26,197.27 23,839.76
Feb-2016 517.00 408.30 490.25 405.00 25,002.32 22,494.61
Mar-2016 493.00 389.00 473.95 412.00 25,479.62 23,133.18
Note:thAs the Company got listed on 9 July, 2015, hence the data in respect of Market Price Data and Performance Comparison are available from
July, 2015 onward.
11.6 REGISTRAR AND TRANSFER AGENT
Karvy Computershare Private Ltd.
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Hyderabad -500032
Phone:040-67162222 Fax:040-23001153
E-mail: [email protected] , Website: www.karvycomputershare.com
Toll Free No: 1800-3454-001
11.7 SHARE TRANSFER SYSTEM
Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agents in 15 days of receipt of the
documents, provided the documents are found to be in order. Shares under objection are returned within two weeks. The Share Transfer Committee
considers the transfer proposals generally on a weekly basis.
11.8 SHARE DISTRIBUTION SYSTEM
stThe shareholding distribution of the equity shares as on 31 March, 2016 is given below :
Category No. of Shareholders No. of Shares % to total Shares
1-5000 3,246 282,242 0.56
5001-10000 171 123,458 0.25
10001- 20000 78 111,599 0.22
20001 - 30000 35 86,535 0.17
30001 - 40000 13 44,579 0.09
40001 - 50000 15 68,359 0.14
50001 - 100000 15 107,894 0.22
Above 100001 53 49,229,334 98.35
Total 3626 50,054,000 100
11.9 Dematerialisation of Shares and liquidity
stThe Breakup of equity shares held in dematerialised form as on 31 March, 2016 are as under
Particulars No. of Shares Percentage(%)
NSDL 25,605,983 51.16
CDSL 24,448,015 48.84
Physical 02 0.00
Total 50,054,000 100
11.10 Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely
impact on equity - Not Applicable
11.11 PLANT LOCATIONS
1. E-93-94, Manjusar G.I.D.C., Savli Road, Vadodara-391775, Gujarat.
2. A/8, Agropark, Karkhiyaon, Varanasi, Uttar Pradesh.
3. Charba, Vikas Nagar, Dehradun, Uttrakhand.
4. Survey Number 1768 -1774/1, Manjusar Village, Savli, Vadodara, Gujarat.
5. Plot No. 122-125, Sector – II, SAHA Industrial Estate, Ambala, Haryana. (Under Construction)
11.12 ADDRESS FOR CORRESPONDENCE
Registered Office;
1. E-62, Manjusar G.I.D.C., Savli Road, Vadodara - 391775.
Phone Number : 91-2667-290290/291
Email ID : [email protected]
Website : www.manpasand.co.in
2. Survey Number 1768 - 1774/1, Manjusar Village, Savli, Vadodara, Gujarat.
12. DISCLOSURES
A. Disclosure on materially significant related party transaction, that may have potential conflict with the interest of the company at
large:
None of the transaction with any of the related parties were in potential conflict with the interest of the company at large.
B. Details of non-compliance by the company, penalties, strictures imposed by the stock exchanges/ SEBI or any statutory authority,
on matter related to capital markets, during the last three years - None
C. Whistle Blower Policy:
In accordance with the requirement of the Act, read with SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the company
has framed a Whistle Blower policy approved by the Audit Committee. The said Whistle Blower Policy is available on web-link
http://manpasand.co.in/wp-content/uploads/2015/07/Whistle-blower-Policy.pdf.
The Company affirms that no personnel has been denied access to the audit committee pursuant to the whistle blower policy.
D. The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in
respect of Corporate Governance. Regarding Non- mandatory requirements, the same will be adopted by the company in due course of time.
E. Web link, where policy for determining "material" subsidiaries is disclosed:
There is no material Indian subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the
subsidiary Company. The requirements of the Regulation 24 of the Listing Regulations with regard to subsidiary companies have been complied
with.
F. Web link, where policy on dealing with the related party transactions:
The company has adopted policy on related party transaction and also hosted on company's website. The web link of policy
http://manpasand.co.in/wp-content/uploads/2016/02/Related-Party-Transaction-Policy.pdf.
G. Disclosure of commodity price risks and commodity hedging and commodity hedging activities - The Company did not engage in
hedging activities.
13. There has been no instance of non-compliance of any requirements of Corporate Governance Report.
14. Adoption of Non Mandatory Requirement
1. The Board
Since the Company does not have a Non-Executive Chairman, it doesn't maintain such office.
2. Shareholder Rights
Half yearly financial results are forwarded to the Stock Exchange and uploaded on the website of the Company like quarterly results.
3. Modified opinion in Audit report
During the year under review, there was no audit qualification in the Auditors' Report on the Company's financial statement.
4. Separate Posts of Chairperson and Chief Executive Officer
The Company does not have multiple business and accordingly has appointed Mr. Dhirendra Singh as Chairman and Managing Director of the
Company.
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11.5 Market Price Data and performance in comparison
Month BSE Limited National Stock Exchange S&P BSE SENSEX
High Low High Low High Low
July-2015 415.00 286.00 408.00 285.70 28,578.33 27,416.39
Aug-2015 455.00 369.30 468.80 370.50 28,417.59 25,298.42
Sep-2015 448.90 377.00 449.90 378.00 26,471.82 24,833.54
Oct-2015 460.00 393.00 455.00 391.05 27,618.14 26,168.71
Nov-2015 468.50 370.00 454.90 370.00 26,824.30 25,451.42
Dec-2015 526.00 398.00 522.00 396.00 26,256.42 24,867.73
Jan-2016 525.75 411.25 525.00 434.00 26,197.27 23,839.76
Feb-2016 517.00 408.30 490.25 405.00 25,002.32 22,494.61
Mar-2016 493.00 389.00 473.95 412.00 25,479.62 23,133.18
Note:thAs the Company got listed on 9 July, 2015, hence the data in respect of Market Price Data and Performance Comparison are available from
July, 2015 onward.
11.6 REGISTRAR AND TRANSFER AGENT
Karvy Computershare Private Ltd.
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Hyderabad -500032
Phone:040-67162222 Fax:040-23001153
E-mail: [email protected] , Website: www.karvycomputershare.com
Toll Free No: 1800-3454-001
11.7 SHARE TRANSFER SYSTEM
Shares sent for transfer in physical form are registered and returned by our Registrars and Share Transfer Agents in 15 days of receipt of the
documents, provided the documents are found to be in order. Shares under objection are returned within two weeks. The Share Transfer Committee
considers the transfer proposals generally on a weekly basis.
11.8 SHARE DISTRIBUTION SYSTEM
stThe shareholding distribution of the equity shares as on 31 March, 2016 is given below :
Category No. of Shareholders No. of Shares % to total Shares
1-5000 3,246 282,242 0.56
5001-10000 171 123,458 0.25
10001- 20000 78 111,599 0.22
20001 - 30000 35 86,535 0.17
30001 - 40000 13 44,579 0.09
40001 - 50000 15 68,359 0.14
50001 - 100000 15 107,894 0.22
Above 100001 53 49,229,334 98.35
Total 3626 50,054,000 100
11.9 Dematerialisation of Shares and liquidity
stThe Breakup of equity shares held in dematerialised form as on 31 March, 2016 are as under
Particulars No. of Shares Percentage(%)
NSDL 25,605,983 51.16
CDSL 24,448,015 48.84
Physical 02 0.00
Total 50,054,000 100
11.10 Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely
impact on equity - Not Applicable
11.11 PLANT LOCATIONS
1. E-93-94, Manjusar G.I.D.C., Savli Road, Vadodara-391775, Gujarat.
2. A/8, Agropark, Karkhiyaon, Varanasi, Uttar Pradesh.
3. Charba, Vikas Nagar, Dehradun, Uttrakhand.
4. Survey Number 1768 -1774/1, Manjusar Village, Savli, Vadodara, Gujarat.
5. Plot No. 122-125, Sector – II, SAHA Industrial Estate, Ambala, Haryana. (Under Construction)
11.12 ADDRESS FOR CORRESPONDENCE
Registered Office;
1. E-62, Manjusar G.I.D.C., Savli Road, Vadodara - 391775.
Phone Number : 91-2667-290290/291
Email ID : [email protected]
Website : www.manpasand.co.in
2. Survey Number 1768 - 1774/1, Manjusar Village, Savli, Vadodara, Gujarat.
12. DISCLOSURES
A. Disclosure on materially significant related party transaction, that may have potential conflict with the interest of the company at
large:
None of the transaction with any of the related parties were in potential conflict with the interest of the company at large.
B. Details of non-compliance by the company, penalties, strictures imposed by the stock exchanges/ SEBI or any statutory authority,
on matter related to capital markets, during the last three years - None
C. Whistle Blower Policy:
In accordance with the requirement of the Act, read with SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the company
has framed a Whistle Blower policy approved by the Audit Committee. The said Whistle Blower Policy is available on web-link
http://manpasand.co.in/wp-content/uploads/2015/07/Whistle-blower-Policy.pdf.
The Company affirms that no personnel has been denied access to the audit committee pursuant to the whistle blower policy.
D. The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in
respect of Corporate Governance. Regarding Non- mandatory requirements, the same will be adopted by the company in due course of time.
E. Web link, where policy for determining "material" subsidiaries is disclosed:
There is no material Indian subsidiary Company requiring appointment of Independent Director of the Company on the Board of Directors of the
subsidiary Company. The requirements of the Regulation 24 of the Listing Regulations with regard to subsidiary companies have been complied
with.
F. Web link, where policy on dealing with the related party transactions:
The company has adopted policy on related party transaction and also hosted on company's website. The web link of policy
http://manpasand.co.in/wp-content/uploads/2016/02/Related-Party-Transaction-Policy.pdf.
G. Disclosure of commodity price risks and commodity hedging and commodity hedging activities - The Company did not engage in
hedging activities.
13. There has been no instance of non-compliance of any requirements of Corporate Governance Report.
14. Adoption of Non Mandatory Requirement
1. The Board
Since the Company does not have a Non-Executive Chairman, it doesn't maintain such office.
2. Shareholder Rights
Half yearly financial results are forwarded to the Stock Exchange and uploaded on the website of the Company like quarterly results.
3. Modified opinion in Audit report
During the year under review, there was no audit qualification in the Auditors' Report on the Company's financial statement.
4. Separate Posts of Chairperson and Chief Executive Officer
The Company does not have multiple business and accordingly has appointed Mr. Dhirendra Singh as Chairman and Managing Director of the
Company.
18
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5. Reporting of Internal Auditor
The internal auditor of the Company is invited to the Audit Committee meeting for reporting their finding of the internal audit to the audit
committee members
15. The Company has fully complied with the applicable requirement specified in Reg. 17 to 27 and Reg. 46 (2) (i) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.
16. Disclosure with respect to demat suspense account/unclaimed suspense account - Not Applicable
DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT
In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to confirm that all the members of the Board and stthe senior management personnel have affirmed compliance with code of conduct for the year ended 31 March, 2016.
CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the financial year under review was placed before the Board of Directors of the Company.
Mr. Dhirendra SinghthDate:- 20 July, 2016
Place :- Vadodara. DIN :- 00626056
Chairman & Managing Director
CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members,
MANPASAND BEVERAGES LIMITED
Vadodara
We have examined the compliance of the conditions of Corporate Governance by M/s. Manpasand Beverages Limited, for the financial year ended March st th31, 2016 as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchange for the period from 1 April, 2015 to 30 November, 2015
and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as referred to st stin Regulation 15 (2) of the Listing Regulation for the period from 1 December, 2015 to 31 March, 2016.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and
implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions
of Corporate Governance as stipulated in the above mentioned Listing Agreement/ Regulations, as applicable.
We state that as per the records maintained, no investor complaint/grievances against the Company are pending for a period exceeding one month before
Shareholders/Investors Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
Niraj Trivedi
Place: Vadodara. Company SecretarythDate : 20 July,2016. CP. No. 3123
20
21
5. Reporting of Internal Auditor
The internal auditor of the Company is invited to the Audit Committee meeting for reporting their finding of the internal audit to the audit
committee members
15. The Company has fully complied with the applicable requirement specified in Reg. 17 to 27 and Reg. 46 (2) (i) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.
16. Disclosure with respect to demat suspense account/unclaimed suspense account - Not Applicable
DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT
In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to confirm that all the members of the Board and stthe senior management personnel have affirmed compliance with code of conduct for the year ended 31 March, 2016.
CEO & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the financial year under review was placed before the Board of Directors of the Company.
Mr. Dhirendra SinghthDate:- 20 July, 2016
Place :- Vadodara. DIN :- 00626056
Chairman & Managing Director
CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members,
MANPASAND BEVERAGES LIMITED
Vadodara
We have examined the compliance of the conditions of Corporate Governance by M/s. Manpasand Beverages Limited, for the financial year ended March st th31, 2016 as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchange for the period from 1 April, 2015 to 30 November, 2015
and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as referred to st stin Regulation 15 (2) of the Listing Regulation for the period from 1 December, 2015 to 31 March, 2016.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and
implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions
of Corporate Governance as stipulated in the above mentioned Listing Agreement/ Regulations, as applicable.
We state that as per the records maintained, no investor complaint/grievances against the Company are pending for a period exceeding one month before
Shareholders/Investors Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
Niraj Trivedi
Place: Vadodara. Company SecretarythDate : 20 July,2016. CP. No. 3123
20
23
ANNEXURE - 2
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRIAL STRUCTURE AND DEVELOPMENT:
Your Company's business is an integral part of FMCG and Beverages being one of the key marketing mix that drives the growth of a Brand. The FMCG business
across categories of beverages continuous to grow in different ways. In the developing economies, the growth is powered by increasing young population,
growing disposable income, life-style changes etc. Your company has the business of manufacturing of fruit drink products with a primary focus on Mango
Fruit, which is the leading flavour for juice drinks in India. Mango based fruit drink "Mango Sip" is the flagship brand. The Company further extended its product
portfolio under the new brands "Fruits Up", "Manpasand Oral Rehydrating Salts", "Pure Sip" and "Coco Sip". Seeing the increasing response of such products the
company's profitability will also increase.
During the current year, the company is in the process of setting up a new plant at Ambala, Haryana.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The Significant Financial highlights of the company are cited below :
Particulars 2015-16 2014-15 Growth
` in Lacs In %
Net Sales 55,670.89 35,974.87 54.75
EBIDTA 11,047.53 6,415.46 72.19
Profit After Tax (PAT) 5,056.15 2,994.53 68.87
Net Worth 60,156.44 19,091.53 215.00
Net Sales : Increased by 54.75 % from ̀ 35,974.84 Lacs to ̀ 55,670.89 Lacs in current year.
EBIDTA : Increased by 72.19 % from ̀ 6,415.56 Lacs to ̀ 11,047.53 Lacs in current year.
PAT : Increased by 68.87 % from ̀ 2,994 Lacs to ̀ 5,056.15 Lacs in current year.
Net Worth : Increased by 215.00 % from ̀ 19,019.53 Lacs to ̀ 60,156.44 Lacs in current year.
During the year the Company has paid off its entire debts as a result your company is a debt free company.
The Company, during the year also declared the interim dividend at the rate of 10 %.
Considering the above, your Company's Directors are happy with the performance of the company.
OPPORTUNITIES
Your Company is focusing on expanding its product and distribution channel to reach its existing core business and also new opportunities. The beverage
market offers opportunities for growth. The Company believes that its core strengths lie in Mango Sip coverage and is focusing on building new capabilities that
will enable it to grow profitably.
Your Company has launched its new brands under the name "Fruits Up" and "Coco Sip". The Company is also focusing on development of its other product. We
feel that these products will give your Company significant opportunity to grow in the near future.
The Company has benefitted from its tie-ups with various modern trade formats like “Havmor”, Germany's Cash and Carry - “Metro”, “D'mart”, “RELAY”,
“Walmart” “IRCTC”, “HyperCITY” etc.
THREATS, RISKS AND CONCERNS
As the Company launches new products it is possible that not all of them succeed despite good efforts and product quality. In order to grow the business beyond
existing geographies and to launch new products the Company needs both to acquire and enhance distribution. It is possible that the Company may not always
be able to acquire the distribution reach it desires in the beverages.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems and procedures designed to effectively control the operations at its Head Office and at its various plants.
The Internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for
maintaining assets.
Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic
reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of
Directors.
` in Lacs
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance
to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by
the company.
DEVELOPMENT OF HUMAN RESOURCES / INDUSTRIAL RELATIONS
During the year, the Company had cordial relations with staff, workers and officers. The Company continuously monitors its Human Resources requirements to
ensure that it has adequate human skills commensurate with its needs. To update human skill and improve the employees, the company continuously organises
workshops on different management areas and also deputes employees to external workshop and seminars. The company has taken initiative for safety of
employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment etc..
CAUTIONARY STATEMENT
Certain statements made in this Report relating to Company's objectives, projections, outlook, expectations, estimates etc. may constitute 'forward looking
statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections etc., whether expressed or
implied. Several factors could make a significant difference to the Company's operations. These include climatic conditions, economic conditions affecting
demand and supply, Government regulations and taxation, natural calamity etc. over which the Company does not have any direct control.
22
23
ANNEXURE - 2
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRIAL STRUCTURE AND DEVELOPMENT:
Your Company's business is an integral part of FMCG and Beverages being one of the key marketing mix that drives the growth of a Brand. The FMCG business
across categories of beverages continuous to grow in different ways. In the developing economies, the growth is powered by increasing young population,
growing disposable income, life-style changes etc. Your company has the business of manufacturing of fruit drink products with a primary focus on Mango
Fruit, which is the leading flavour for juice drinks in India. Mango based fruit drink "Mango Sip" is the flagship brand. The Company further extended its product
portfolio under the new brands "Fruits Up", "Manpasand Oral Rehydrating Salts", "Pure Sip" and "Coco Sip". Seeing the increasing response of such products the
company's profitability will also increase.
During the current year, the company is in the process of setting up a new plant at Ambala, Haryana.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The Significant Financial highlights of the company are cited below :
Particulars 2015-16 2014-15 Growth
` in Lacs In %
Net Sales 55,670.89 35,974.87 54.75
EBIDTA 11,047.53 6,415.46 72.19
Profit After Tax (PAT) 5,056.15 2,994.53 68.87
Net Worth 60,156.44 19,091.53 215.00
Net Sales : Increased by 54.75 % from ̀ 35,974.84 Lacs to ̀ 55,670.89 Lacs in current year.
EBIDTA : Increased by 72.19 % from ̀ 6,415.56 Lacs to ̀ 11,047.53 Lacs in current year.
PAT : Increased by 68.87 % from ̀ 2,994 Lacs to ̀ 5,056.15 Lacs in current year.
Net Worth : Increased by 215.00 % from ̀ 19,019.53 Lacs to ̀ 60,156.44 Lacs in current year.
During the year the Company has paid off its entire debts as a result your company is a debt free company.
The Company, during the year also declared the interim dividend at the rate of 10 %.
Considering the above, your Company's Directors are happy with the performance of the company.
OPPORTUNITIES
Your Company is focusing on expanding its product and distribution channel to reach its existing core business and also new opportunities. The beverage
market offers opportunities for growth. The Company believes that its core strengths lie in Mango Sip coverage and is focusing on building new capabilities that
will enable it to grow profitably.
Your Company has launched its new brands under the name "Fruits Up" and "Coco Sip". The Company is also focusing on development of its other product. We
feel that these products will give your Company significant opportunity to grow in the near future.
The Company has benefitted from its tie-ups with various modern trade formats like “Havmor”, Germany's Cash and Carry - “Metro”, “D'mart”, “RELAY”,
“Walmart” “IRCTC”, “HyperCITY” etc.
THREATS, RISKS AND CONCERNS
As the Company launches new products it is possible that not all of them succeed despite good efforts and product quality. In order to grow the business beyond
existing geographies and to launch new products the Company needs both to acquire and enhance distribution. It is possible that the Company may not always
be able to acquire the distribution reach it desires in the beverages.
INTERNAL CONTROL SYSTEM
The Company has adequate Internal Control Systems and procedures designed to effectively control the operations at its Head Office and at its various plants.
The Internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for
maintaining assets.
Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic
reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of
Directors.
` in Lacs
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance
to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by
the company.
DEVELOPMENT OF HUMAN RESOURCES / INDUSTRIAL RELATIONS
During the year, the Company had cordial relations with staff, workers and officers. The Company continuously monitors its Human Resources requirements to
ensure that it has adequate human skills commensurate with its needs. To update human skill and improve the employees, the company continuously organises
workshops on different management areas and also deputes employees to external workshop and seminars. The company has taken initiative for safety of
employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment etc..
CAUTIONARY STATEMENT
Certain statements made in this Report relating to Company's objectives, projections, outlook, expectations, estimates etc. may constitute 'forward looking
statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections etc., whether expressed or
implied. Several factors could make a significant difference to the Company's operations. These include climatic conditions, economic conditions affecting
demand and supply, Government regulations and taxation, natural calamity etc. over which the Company does not have any direct control.
22
25
ANNEXURE - 3
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to
the web-link to the CSR policy and projects or programs.
The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is available on website of the
Company.
2. The Composition of the CSR Committee
Ms. Bharti Naik - Chairperson of the Committee
Mr. Dhirendra Singh - Member
Mr. Abhishek Singh - Member
3. Average net profit of the company for last three financial years
Average net profit: - ̀ 2,427.21 Lacs
4. Prescribed CSR expenditure (two percentage of the amount as in item 3 above)
The Company is required to spend ̀ 48.54 Lacs towards CSR.
5. Details of CSR spend for the Financial year
a) Total amount spent for the financial year ̀ 43.18 Lacs
b) Amount unspent : ̀ 5.36 Lacs
c) Manner in which the amount spent during the financial year is detailed below
` in Lacs
Sr. no Projects/Activities Sector Location Amount Amount spent Cumulative Amount Spent;
Outlay (Budget) on the project Expenditure Direct or through
Project or or programs upto reporting implementing agency
Programs wise period
1 Education Education Varanasi 40.95 40.95 40.95 Adarsh Madhaymik Vidhyalaya
2 Social Social Varanasi 0.50 0.50 0.50 Aambra Foundation
3 Education Education Vadodara 0.08 0.08 0.08 Gujarat Institute of Medical Science
4 Social Social Varanasi 1.65 1.65 1.65 Kshtriya Samaj
Total 43.18 43.18 43.18
6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall
provide the reason for not spending the amount in Board's Report.
The required amount to be spent on CSR activities for the F.Y. 2015-16 was ̀ 48.54 Lacs, however, the Company, due to prior commitment in respect of its
Initial Public Offer (IPO), setting up a new manufacturing unit at Ambala, Haryana hence the company, could not reach to the amount required to be
spent.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of
the Company.
The CSR Committee confirms that the implementation and monitoring of the CSR policy is in compliance with CSR objectives and policy of the Company.
Ms. Bharti Naik Mr. Dhirendra Singh
Chairperson - CSR Committee Chairman & Managing Director
ANNEXURE - 4
EXTRACT OF ANNUAL REPORT
stAs on the financial year ended 31 March, 2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
FORM NO. MGT - 9
I. REGISTRATION AND OTHER DETAILS:
CIN : L15549GJ2010PLC063283
thRegistration Date : 17 December, 2010
Name of the Company : Manpasand Beverages Limited
Category/Sub-Category of the Company : Company Limited by Shares/ Indian Non-Government Company
Address of the Registered office and Contact details : E-62, Manjusar GIDC, Savli Road, Vadodara- 391775.
Tel. No. :- 02667-290290/91
Whether Listed Company : Yes
BSE Limited and National Stock Exchange of India Limited
Name, Address and Contacts Details of : Karvy Computershare Private Limited
Registrar and Transfer Agent, if any Karvy Selenium Tower B, Plot No. 31 & 32,
Gachibowli, Financial District, Nanakramguda,
Hyderabad - 500 032
Telephone: +91-40-67162222
Fax: +91-40-23001153
Email: [email protected]
Website: www.karvycomputershare.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the Company shall be stated:
Sr. No. Name and Description of main products/services NIC Code of the Product/Services % to total turnover of the Company
1 Fruit Drinks 10304 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATES COMPANIES
Name and Address of the Company CIN/GLN Holding / Subsidiary /Associate % of shares held Applicable Section
Not Applicable
24
25
ANNEXURE - 3
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to
the web-link to the CSR policy and projects or programs.
The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is available on website of the
Company.
2. The Composition of the CSR Committee
Ms. Bharti Naik - Chairperson of the Committee
Mr. Dhirendra Singh - Member
Mr. Abhishek Singh - Member
3. Average net profit of the company for last three financial years
Average net profit: - ̀ 2,427.21 Lacs
4. Prescribed CSR expenditure (two percentage of the amount as in item 3 above)
The Company is required to spend ̀ 48.54 Lacs towards CSR.
5. Details of CSR spend for the Financial year
a) Total amount spent for the financial year ̀ 43.18 Lacs
b) Amount unspent : ̀ 5.36 Lacs
c) Manner in which the amount spent during the financial year is detailed below
` in Lacs
Sr. no Projects/Activities Sector Location Amount Amount spent Cumulative Amount Spent;
Outlay (Budget) on the project Expenditure Direct or through
Project or or programs upto reporting implementing agency
Programs wise period
1 Education Education Varanasi 40.95 40.95 40.95 Adarsh Madhaymik Vidhyalaya
2 Social Social Varanasi 0.50 0.50 0.50 Aambra Foundation
3 Education Education Vadodara 0.08 0.08 0.08 Gujarat Institute of Medical Science
4 Social Social Varanasi 1.65 1.65 1.65 Kshtriya Samaj
Total 43.18 43.18 43.18
6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company shall
provide the reason for not spending the amount in Board's Report.
The required amount to be spent on CSR activities for the F.Y. 2015-16 was ̀ 48.54 Lacs, however, the Company, due to prior commitment in respect of its
Initial Public Offer (IPO), setting up a new manufacturing unit at Ambala, Haryana hence the company, could not reach to the amount required to be
spent.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of
the Company.
The CSR Committee confirms that the implementation and monitoring of the CSR policy is in compliance with CSR objectives and policy of the Company.
Ms. Bharti Naik Mr. Dhirendra Singh
Chairperson - CSR Committee Chairman & Managing Director
ANNEXURE - 4
EXTRACT OF ANNUAL REPORT
stAs on the financial year ended 31 March, 2016
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
FORM NO. MGT - 9
I. REGISTRATION AND OTHER DETAILS:
CIN : L15549GJ2010PLC063283
thRegistration Date : 17 December, 2010
Name of the Company : Manpasand Beverages Limited
Category/Sub-Category of the Company : Company Limited by Shares/ Indian Non-Government Company
Address of the Registered office and Contact details : E-62, Manjusar GIDC, Savli Road, Vadodara- 391775.
Tel. No. :- 02667-290290/91
Whether Listed Company : Yes
BSE Limited and National Stock Exchange of India Limited
Name, Address and Contacts Details of : Karvy Computershare Private Limited
Registrar and Transfer Agent, if any Karvy Selenium Tower B, Plot No. 31 & 32,
Gachibowli, Financial District, Nanakramguda,
Hyderabad - 500 032
Telephone: +91-40-67162222
Fax: +91-40-23001153
Email: [email protected]
Website: www.karvycomputershare.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the Company shall be stated:
Sr. No. Name and Description of main products/services NIC Code of the Product/Services % to total turnover of the Company
1 Fruit Drinks 10304 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATES COMPANIES
Name and Address of the Company CIN/GLN Holding / Subsidiary /Associate % of shares held Applicable Section
Not Applicable
24
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
(i) CATEGORY-WISE SHAREHOLDING
Category of No. of Shares held at the No. of shares held at the %
Shareholders beginning of the year i.e. 01.04.2015 end of the year i.e. 31.03.2016 change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
shares shares year
A. PROMOTERS
(1) Indian
a) Individual/HUF 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks/FI - - - - - - - - -
f) Any other… - - - - - - - - -
Sub-Total (A) (1) 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
(2) Foreign
a) NRIs-Individuals - - - - - - - - -
b) other-individual - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other…. - - - - - - - - -
Sub-Total (A) (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil
TOTAL SHAREHOLDING
OF PROMOTERS
A= (A)(1) + (A)(2) 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
B. PUBLIC SHAREHOLDING
1. Institutions
a) Mutual Funds - - - - 7689369 Nil 7689369 15.36 15.36
b) Banks/FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Funds 1125000 Nil 1125000 3.00 1125000 Nil 1125000 2.25 (0.75)
f) Insurance Companies - - - - - - - - -
g) FIIS - - - - - - - - -
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (Specify) - - - - - - - - -
Foreign Portfolio Investors - - - - 3047238 Nil 3047238 6.09 6.09
Foreign Body Corporate 11186000 Nil 11186000 29.79 11186000 Nil 11186000 22.35 (7.44)
Financial Institution/Banks - - - - 280 Nil 280 0.00 0.00
Sub-Total (B) (1) 12311000 Nil 12311000 32.78 23047887 Nil 23047887 46.05 13.27
2. Non- Institutions
a) Bodies Corp.
(I) Indian - - - - - - - - -
(ii) Overseas - - - - - - - - -
27
b) Individuals
(i) Individual shareholders
holding nominal share
capital upto ̀ 2. Lakh 2500 Nil 2500 0.01 712810 Nil 712810 1.42 1.41
(ii) Individual shareholders
holding nominal share
capital in excess
of ̀ 2. Lakh - - - - 72125 Nil 72125 0.14 0.14
c) other (Specify) - - - - - - - - -
NBFCs Registered with RBI - - - - 228930 Nil 228930 0.46 0.46
Non Resident Indians - - - - 64615 Nil 64615 0.13 0.13
Clearing Members - - - - 6970 Nil 6970 0.01 0.01
Bodies Corporates - - - - 680163 Nil 680163 1.23 1.23
Sub-Total (B) (2) 2500 Nil 2500 0.01 1765613 Nil 1765613 3.53 3.52
TOTAL PUBLIC
SHAREHOLDING
B= (B)(1) + (B)(2) 12313500 Nil 12313500 32.79 24813500 Nil 24813500 49.57 16.87
C. SHARES HELD BY
CUSTODIAN FOR
GDRS & ADRS Nil Nil Nil Nil Nil Nil Nil Nil Nil
GRAND TOTAL
(A+B+C) 37554000 Nil 37554000 100 50054000 Nil 50054000 100 33.29
(ii) SHAREHOLDING OF PROMOTERS / PROMOTER GROUP
Sr. No. Shareholder's Name Shareholding at the Shareholding at the %
beginning of the year end of the year Change
i.e 01.04.2015 i.e 31.03.2016 in share
holding
during
the year
No. of % of % of No. of % of % of
shares total Pledged/ shares total Pledged/
shares encum shares encum
of the berred of the berred
Company to total Company to total
shares shares
1 Mr. Dhirendra Singh 25230500 67.18 Nil 25230500 50.41 Nil (16.77)
2 Mrs. Sushma Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
3 Mr. Harshvardhan D. Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
4 Mr. Abhishek Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
5 Mr. Dharmendra Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
Total 25240500 67.21 Nil 25240500 50.43 Nil (16.78)
(iii) CHANGE IN PROMOTER'S SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)
There is no change in the number of shares held by the promoters. However, the percentage of the shareholding has changed during the year due to
change in share capital on account of allotment of shares under Initial Public Offer (IPO).
26
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
(i) CATEGORY-WISE SHAREHOLDING
Category of No. of Shares held at the No. of shares held at the %
Shareholders beginning of the year i.e. 01.04.2015 end of the year i.e. 31.03.2016 change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
shares shares year
A. PROMOTERS
(1) Indian
a) Individual/HUF 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks/FI - - - - - - - - -
f) Any other… - - - - - - - - -
Sub-Total (A) (1) 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
(2) Foreign
a) NRIs-Individuals - - - - - - - - -
b) other-individual - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other…. - - - - - - - - -
Sub-Total (A) (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil
TOTAL SHAREHOLDING
OF PROMOTERS
A= (A)(1) + (A)(2) 25240500 Nil 25240500 67.21 25240500 Nil 25240500 50.43 (16.78)
B. PUBLIC SHAREHOLDING
1. Institutions
a) Mutual Funds - - - - 7689369 Nil 7689369 15.36 15.36
b) Banks/FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Funds 1125000 Nil 1125000 3.00 1125000 Nil 1125000 2.25 (0.75)
f) Insurance Companies - - - - - - - - -
g) FIIS - - - - - - - - -
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (Specify) - - - - - - - - -
Foreign Portfolio Investors - - - - 3047238 Nil 3047238 6.09 6.09
Foreign Body Corporate 11186000 Nil 11186000 29.79 11186000 Nil 11186000 22.35 (7.44)
Financial Institution/Banks - - - - 280 Nil 280 0.00 0.00
Sub-Total (B) (1) 12311000 Nil 12311000 32.78 23047887 Nil 23047887 46.05 13.27
2. Non- Institutions
a) Bodies Corp.
(I) Indian - - - - - - - - -
(ii) Overseas - - - - - - - - -
27
b) Individuals
(i) Individual shareholders
holding nominal share
capital upto ̀ 2. Lakh 2500 Nil 2500 0.01 712810 Nil 712810 1.42 1.41
(ii) Individual shareholders
holding nominal share
capital in excess
of ̀ 2. Lakh - - - - 72125 Nil 72125 0.14 0.14
c) other (Specify) - - - - - - - - -
NBFCs Registered with RBI - - - - 228930 Nil 228930 0.46 0.46
Non Resident Indians - - - - 64615 Nil 64615 0.13 0.13
Clearing Members - - - - 6970 Nil 6970 0.01 0.01
Bodies Corporates - - - - 680163 Nil 680163 1.23 1.23
Sub-Total (B) (2) 2500 Nil 2500 0.01 1765613 Nil 1765613 3.53 3.52
TOTAL PUBLIC
SHAREHOLDING
B= (B)(1) + (B)(2) 12313500 Nil 12313500 32.79 24813500 Nil 24813500 49.57 16.87
C. SHARES HELD BY
CUSTODIAN FOR
GDRS & ADRS Nil Nil Nil Nil Nil Nil Nil Nil Nil
GRAND TOTAL
(A+B+C) 37554000 Nil 37554000 100 50054000 Nil 50054000 100 33.29
(ii) SHAREHOLDING OF PROMOTERS / PROMOTER GROUP
Sr. No. Shareholder's Name Shareholding at the Shareholding at the %
beginning of the year end of the year Change
i.e 01.04.2015 i.e 31.03.2016 in share
holding
during
the year
No. of % of % of No. of % of % of
shares total Pledged/ shares total Pledged/
shares encum shares encum
of the berred of the berred
Company to total Company to total
shares shares
1 Mr. Dhirendra Singh 25230500 67.18 Nil 25230500 50.41 Nil (16.77)
2 Mrs. Sushma Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
3 Mr. Harshvardhan D. Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
4 Mr. Abhishek Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
5 Mr. Dharmendra Singh 2500 0.006 Nil 2500 0.005 Nil 0.00
Total 25240500 67.21 Nil 25240500 50.43 Nil (16.78)
(iii) CHANGE IN PROMOTER'S SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)
There is no change in the number of shares held by the promoters. However, the percentage of the shareholding has changed during the year due to
change in share capital on account of allotment of shares under Initial Public Offer (IPO).
26
29
4. GOLDMAN SACHS INDIA FUND LIMITED 1915428 3.83 10.07.2015 1915428 Purchase 1915428 3.83
14.08.2015 494632 Sale 1420796 2.84
04.09.2015 1254 Sale 1419542 2.84
25.09.2015 22800 Sale 1396742 2.79
09.10.2015 98976 Sale 1297766 2.59
1297766 2.59 31.03.2016 --- - - --
5. ADITYA BIRLA PRIVATE 1125000 3.00 01.04.2015 1125000 -- -- 3.00
EQUITY SUNRISE FUND 1125000 2.25 31.03.2015 -- -- -- 2.25
6. BNP PARIBAS EQUITY FUND 334498 0.67 10.07.2015 334498 Purchase 334498 0.67
17.07.2015 175944 Purchase 510442 1.02
24.07.2015 59078 Purchase 569520 1.14
07.08.2015 40451 Purchase 609971 1.22
28.08.2015 4767 Purchase 614738 1.23
04.09.2015 63115 Purchase 677853 1.35
11.09.2015 18795 Purchase 696648 1.39
16.10.2015 2547 Purchase 699195 1.40
27.11.2015 10191 Purchase 709386 1.42
04.12.2015 1342 Purchase 710728 1.42
18.12.2015 1000 Purchase 711728 1.42
08.01.2016 5000 Purchase 716728 1.43
15.01.2016 1000 Purchase 717728 1.43
22.01.2016 7506 Purchase 725234 1.45
29.01.2016 2109 Purchase 727343 1.45
05.02.2016 160000 Purchase 887343 1.77
04.03.2016 52234 Purchase 939577 1.88
939577 1.88 31.03.2016
7. BIRLA SUN LIFE INSURANCE 575145 1.15 10.07.2015 575145 Purchase 575145 1.15
COMPANY LIMITED 14.08.2015 6922 Sale 568223 1.14
21.08.2015 281 Sale 567942 1.13
28.08.2015 10963 Sale 556979 1.11
18.09.2015 29326 Sale 527653 1.05
25.09.2015 9116 Sale 518537 1.04
31.12.2015 25000 Sale 493537 0.99
08.01.2016 1123 Sale 492414 0.98
04.03.2016 64486 Purchase 556900 1.11
31.03.2016 59197 Purchase 616097 1.23
616097 1.23 31.03.2016 -- -- -- --
8. DNB FUND A/C DNB FUND - 481149 0.96 10.07.2015 481149 Purchase 481149 0.96
ASIAN SMALL CAP 31.07.2015 30051 Purchase 511200 1.02
511500 1.02 31.03.2016 -- -- -- --
9. UTI-LONG TERM EQUITY FUND 312525 0.62 10.07.2015 312525 Purchase 321525 0.62
(TAX SAVING) 25.09.2015 22802 Purchase 335327 0.67
335327 0.67 31.03.2016 -- -- -- --
10. SCHRODER INTERNATIONAL 257922 0.52 10.07.2015 257922 Purchase 257922 0.52
SELECTION FUND INDIAN 17.07.2015 20131 Purchase 278053 0.56
24.07.2015 4088 Purchase 282141 0.56
282141 0.56 31.0 3.2016 -- -- -- --
thNote: As the Company got listed on 9 July, 2015, the data in respect of change in shareholding pattern of Top 10 Shareholders are provided from
July, 2015 onwards.
(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS)
Sr. No. Name of Shareholders Shareholding at the Date wise increase/ Reason Cumulative
beginning & end decrease in shareholding
of the year shareholding during the year
during the year
No. of % of total No. of % of total
shares shares of shares shares of
the the
Company Company
1. SAIF PARTNERS INDIA IV LIMITED 11186000 29.79 01.04.2015 -- -- 11186000 22.35
11186000 22.35 31.03.2016 -- -- -- --
2. SBI MUTUAL FUND 2933505 5.86 10.07.2015 2933505 Purchase 2933505 5.86
17.07.2015 418415 Purchase 3351920 6.70
24.07.2015 77255 Purchase 3429175 6.85
07.08.2015 43284 Purchase 3472459 6.94
14.08.2015 4473 Purchase 3476932 6.95
28.08.2015 91305 Purchase 3568237 7.13
28.08.2015 90077 Sale 3478160 6.95
04.09.2015 3080 Purchase 3481240 6.95
20.11.2015 989779 Purchase 4471019 8.93
27.11.2015 221 Purchase 4471240 8.93
18.12.2015 10000 Sale 4461240 8.91
15.01.2016 39425 Purchase 4500665 8.99
29.01.2016 160000 Sale 4340665 8.67
04.03.2016 10000 Sale 4330665 8.65
11.03.2016 10000 Purchase 4340665 8.67
11.03.2016 64113 Sale 4276552 8.54
25.03.2016 49000 Sale 4227552 8.45
31.03.2016 7000 Sale 4220552 8.43
4220552 8.43 31.03.2016 -- -- -- --
3. ICICI PRUDENTIAL FMCG FUND 1998509 3.99 10.07.2015 1998509 Purchase 1998509 3.99
17.07.2015 183441 Purchase 2181950 4.36
31.07.2015 3431 Purchase 2185381 4.37
11.09.2015 63659 Purchase 2249040 4.49
09.10.2015 64402 Sale 2184638 4.36
30.10.2015 1848 Sale 2182790 4.36
31.12.2015 9048 Sale 2173742 4.34
01.01.2016 5361 Sale 2168381 4.33
08.01.2016 29541 Sale 2138840 4.27
22.01.2016 2723 Purchase 2141563 4.28
29.01.2016 24170 Sale 2117393 4.23
05.02.2016 12261 Sale 2105132 4.21
12.02.2016 13392 Sale 2091740 4.18
19.02.2016 15235 Purchase 2106975 4.21
11.03.2016 1794 Purchase 2108769 4.21
25.03.2016 10392 Purchase 2119161 4.23
2119161 4.23 31.03.2016 -- -- -- --
28
29
4. GOLDMAN SACHS INDIA FUND LIMITED 1915428 3.83 10.07.2015 1915428 Purchase 1915428 3.83
14.08.2015 494632 Sale 1420796 2.84
04.09.2015 1254 Sale 1419542 2.84
25.09.2015 22800 Sale 1396742 2.79
09.10.2015 98976 Sale 1297766 2.59
1297766 2.59 31.03.2016 --- - - --
5. ADITYA BIRLA PRIVATE 1125000 3.00 01.04.2015 1125000 -- -- 3.00
EQUITY SUNRISE FUND 1125000 2.25 31.03.2015 -- -- -- 2.25
6. BNP PARIBAS EQUITY FUND 334498 0.67 10.07.2015 334498 Purchase 334498 0.67
17.07.2015 175944 Purchase 510442 1.02
24.07.2015 59078 Purchase 569520 1.14
07.08.2015 40451 Purchase 609971 1.22
28.08.2015 4767 Purchase 614738 1.23
04.09.2015 63115 Purchase 677853 1.35
11.09.2015 18795 Purchase 696648 1.39
16.10.2015 2547 Purchase 699195 1.40
27.11.2015 10191 Purchase 709386 1.42
04.12.2015 1342 Purchase 710728 1.42
18.12.2015 1000 Purchase 711728 1.42
08.01.2016 5000 Purchase 716728 1.43
15.01.2016 1000 Purchase 717728 1.43
22.01.2016 7506 Purchase 725234 1.45
29.01.2016 2109 Purchase 727343 1.45
05.02.2016 160000 Purchase 887343 1.77
04.03.2016 52234 Purchase 939577 1.88
939577 1.88 31.03.2016
7. BIRLA SUN LIFE INSURANCE 575145 1.15 10.07.2015 575145 Purchase 575145 1.15
COMPANY LIMITED 14.08.2015 6922 Sale 568223 1.14
21.08.2015 281 Sale 567942 1.13
28.08.2015 10963 Sale 556979 1.11
18.09.2015 29326 Sale 527653 1.05
25.09.2015 9116 Sale 518537 1.04
31.12.2015 25000 Sale 493537 0.99
08.01.2016 1123 Sale 492414 0.98
04.03.2016 64486 Purchase 556900 1.11
31.03.2016 59197 Purchase 616097 1.23
616097 1.23 31.03.2016 -- -- -- --
8. DNB FUND A/C DNB FUND - 481149 0.96 10.07.2015 481149 Purchase 481149 0.96
ASIAN SMALL CAP 31.07.2015 30051 Purchase 511200 1.02
511500 1.02 31.03.2016 -- -- -- --
9. UTI-LONG TERM EQUITY FUND 312525 0.62 10.07.2015 312525 Purchase 321525 0.62
(TAX SAVING) 25.09.2015 22802 Purchase 335327 0.67
335327 0.67 31.03.2016 -- -- -- --
10. SCHRODER INTERNATIONAL 257922 0.52 10.07.2015 257922 Purchase 257922 0.52
SELECTION FUND INDIAN 17.07.2015 20131 Purchase 278053 0.56
24.07.2015 4088 Purchase 282141 0.56
282141 0.56 31.0 3.2016 -- -- -- --
thNote: As the Company got listed on 9 July, 2015, the data in respect of change in shareholding pattern of Top 10 Shareholders are provided from
July, 2015 onwards.
(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS)
Sr. No. Name of Shareholders Shareholding at the Date wise increase/ Reason Cumulative
beginning & end decrease in shareholding
of the year shareholding during the year
during the year
No. of % of total No. of % of total
shares shares of shares shares of
the the
Company Company
1. SAIF PARTNERS INDIA IV LIMITED 11186000 29.79 01.04.2015 -- -- 11186000 22.35
11186000 22.35 31.03.2016 -- -- -- --
2. SBI MUTUAL FUND 2933505 5.86 10.07.2015 2933505 Purchase 2933505 5.86
17.07.2015 418415 Purchase 3351920 6.70
24.07.2015 77255 Purchase 3429175 6.85
07.08.2015 43284 Purchase 3472459 6.94
14.08.2015 4473 Purchase 3476932 6.95
28.08.2015 91305 Purchase 3568237 7.13
28.08.2015 90077 Sale 3478160 6.95
04.09.2015 3080 Purchase 3481240 6.95
20.11.2015 989779 Purchase 4471019 8.93
27.11.2015 221 Purchase 4471240 8.93
18.12.2015 10000 Sale 4461240 8.91
15.01.2016 39425 Purchase 4500665 8.99
29.01.2016 160000 Sale 4340665 8.67
04.03.2016 10000 Sale 4330665 8.65
11.03.2016 10000 Purchase 4340665 8.67
11.03.2016 64113 Sale 4276552 8.54
25.03.2016 49000 Sale 4227552 8.45
31.03.2016 7000 Sale 4220552 8.43
4220552 8.43 31.03.2016 -- -- -- --
3. ICICI PRUDENTIAL FMCG FUND 1998509 3.99 10.07.2015 1998509 Purchase 1998509 3.99
17.07.2015 183441 Purchase 2181950 4.36
31.07.2015 3431 Purchase 2185381 4.37
11.09.2015 63659 Purchase 2249040 4.49
09.10.2015 64402 Sale 2184638 4.36
30.10.2015 1848 Sale 2182790 4.36
31.12.2015 9048 Sale 2173742 4.34
01.01.2016 5361 Sale 2168381 4.33
08.01.2016 29541 Sale 2138840 4.27
22.01.2016 2723 Purchase 2141563 4.28
29.01.2016 24170 Sale 2117393 4.23
05.02.2016 12261 Sale 2105132 4.21
12.02.2016 13392 Sale 2091740 4.18
19.02.2016 15235 Purchase 2106975 4.21
11.03.2016 1794 Purchase 2108769 4.21
25.03.2016 10392 Purchase 2119161 4.23
2119161 4.23 31.03.2016 -- -- -- --
28
(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shareholding at the beginning of the year Cumulative Shareholding during the year
For Each of the Top 10 Shareholders No. of shares % of total shares of No. of Shares % of total shares of
the Company the Company
At the beginning of the year None of the Directors and KMPs holds share in the Company except
Date wise increase/decrease Mr. Dhirendra Singh, Chairman & Managing Director
in shareholding during the year Mr. Abhishek Singh, Whole Time Director and
specifying the reasons for increase/decrease. Mr. Dharmendra Singh, Whole Time Director
At the end of the year The information of Capital built up of above mentioned directors are
mentioned at Point No. (ii) Change in Promoter's Shareholding
V. INDEBTEDNESS ̀ In Lacs
Secured Loans Unsecured Loans Deposits Total
excluding deposits Indebtedness
Indebtedness at the beginning of the Financial year i.e. 01.04.2015
i) Principal Amount 6385.01 Nil Nil 6385.01
ii) Interest due but not paid 27.89 Nil Nil 27.89
iii) Interest accrued but not due Nil Nil Nil Nil
TOTAL (I+II+III) 6412.90 Nil Nil 6412.90
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Deduction 6412.90 Nil Nil 6412.90
NET CHANGE 6412.90 Nil Nil 6412.90
Indebtedness at the end of the Financial year i.e. 31.03.2016
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
TOTAL (I+II+III) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole Time Director and/or Manager ` In Lacs
Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Mr. Dhirendra Singh Mr. Abhishek Singh Mr. Dharmendra Singh
1 Gross Salary
a) Salary as per provision contained in
Section 17(1) of the Income Tax Act, 1961 60.00 24.00 36.00 120.00
b) Value of Perquisites u/s. 17(2) of
the Income Tax Act, 1961 Nil Nil Nil Nil
c) Profits in lieu of Salary under
Section 17(3) of the Income Tax Act, 1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission
As % of Profit Nil Nil Nil Nil
Others, Specify Nil Nil Nil Nil
5 Others, Please Specify Nil Nil Nil Nil
TOTAL (A) 60.00 24.00 36.00 120.00
Ceiling as per the Act. 10 % of the Net Profit
31
B. Remuneration to other Directors
Sr. No. Particulars of Mr. Milind Mr. Chirag Ms. Bharti Mr. Bharat Mr. Sitansh Mr. Dhruv Total
Remuneration Babar Doshi Naik Vyas Magia Agrawal Amount
1 Independent Directors
- Fees for attending
Board/Committee
meeting 1.25 1.35 1.10 1.05 0.75 - 5.50
- Commission - - - - - - -
- Other, please specify - - - - - - -
Total (1) 1.25 1.35 1.10 1.05 0.75 - 5.50
2 Other Non-Executive Directors
- Fees for attending
Board/Committee
meeting - - - - - 1.40 1.40
- Commission - - - - - - -
- Other, please specify - - - - - - -
Total (2) - - - - - - -
Total (B) = (1 + 2) 1.25 1.35 1.10 1.05 0.75 1.40 6.90
Total Managerial Remuneration 1.25 1.35 1.10 1.05 0.75 1.40 6.90
Overall Ceiling as per the Act 1 % of the Net Profit (Excluding Sitting Fees)
C. Remuneration to Key Managerial personnel other than MD/Manager/WTD ` In Lacs
Sr. No. Particulars of Remuneration Key Managerial Personnel Total
CFO C.S Amount
1 Gross Salary
a) Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961 7.94 5.20 13.14
b) Value of Perquisites u/s. 17(2) of the Income Tax Act, 1961 Nil Nil Nil
c) Profits in lieu of Salary under Section 17(3) of the Income Tax Act, 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission
- As % of Profit
- Others, Specify Nil Nil Nil
5 Others, Please Specify Nil Nil Nil
TOTAL 7.94 5.20 13.14
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
There were no Penalties/ Punishment/ Compounding of offences for breach of any provisions of the Companies Act, 2013 against the Company or its
Directors or other officer in default, during the year.
` In Lacs
30
(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shareholding at the beginning of the year Cumulative Shareholding during the year
For Each of the Top 10 Shareholders No. of shares % of total shares of No. of Shares % of total shares of
the Company the Company
At the beginning of the year None of the Directors and KMPs holds share in the Company except
Date wise increase/decrease Mr. Dhirendra Singh, Chairman & Managing Director
in shareholding during the year Mr. Abhishek Singh, Whole Time Director and
specifying the reasons for increase/decrease. Mr. Dharmendra Singh, Whole Time Director
At the end of the year The information of Capital built up of above mentioned directors are
mentioned at Point No. (ii) Change in Promoter's Shareholding
V. INDEBTEDNESS ̀ In Lacs
Secured Loans Unsecured Loans Deposits Total
excluding deposits Indebtedness
Indebtedness at the beginning of the Financial year i.e. 01.04.2015
i) Principal Amount 6385.01 Nil Nil 6385.01
ii) Interest due but not paid 27.89 Nil Nil 27.89
iii) Interest accrued but not due Nil Nil Nil Nil
TOTAL (I+II+III) 6412.90 Nil Nil 6412.90
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Deduction 6412.90 Nil Nil 6412.90
NET CHANGE 6412.90 Nil Nil 6412.90
Indebtedness at the end of the Financial year i.e. 31.03.2016
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
TOTAL (I+II+III) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole Time Director and/or Manager ` In Lacs
Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Mr. Dhirendra Singh Mr. Abhishek Singh Mr. Dharmendra Singh
1 Gross Salary
a) Salary as per provision contained in
Section 17(1) of the Income Tax Act, 1961 60.00 24.00 36.00 120.00
b) Value of Perquisites u/s. 17(2) of
the Income Tax Act, 1961 Nil Nil Nil Nil
c) Profits in lieu of Salary under
Section 17(3) of the Income Tax Act, 1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission
As % of Profit Nil Nil Nil Nil
Others, Specify Nil Nil Nil Nil
5 Others, Please Specify Nil Nil Nil Nil
TOTAL (A) 60.00 24.00 36.00 120.00
Ceiling as per the Act. 10 % of the Net Profit
31
B. Remuneration to other Directors
Sr. No. Particulars of Mr. Milind Mr. Chirag Ms. Bharti Mr. Bharat Mr. Sitansh Mr. Dhruv Total
Remuneration Babar Doshi Naik Vyas Magia Agrawal Amount
1 Independent Directors
- Fees for attending
Board/Committee
meeting 1.25 1.35 1.10 1.05 0.75 - 5.50
- Commission - - - - - - -
- Other, please specify - - - - - - -
Total (1) 1.25 1.35 1.10 1.05 0.75 - 5.50
2 Other Non-Executive Directors
- Fees for attending
Board/Committee
meeting - - - - - 1.40 1.40
- Commission - - - - - - -
- Other, please specify - - - - - - -
Total (2) - - - - - - -
Total (B) = (1 + 2) 1.25 1.35 1.10 1.05 0.75 1.40 6.90
Total Managerial Remuneration 1.25 1.35 1.10 1.05 0.75 1.40 6.90
Overall Ceiling as per the Act 1 % of the Net Profit (Excluding Sitting Fees)
C. Remuneration to Key Managerial personnel other than MD/Manager/WTD ` In Lacs
Sr. No. Particulars of Remuneration Key Managerial Personnel Total
CFO C.S Amount
1 Gross Salary
a) Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961 7.94 5.20 13.14
b) Value of Perquisites u/s. 17(2) of the Income Tax Act, 1961 Nil Nil Nil
c) Profits in lieu of Salary under Section 17(3) of the Income Tax Act, 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission
- As % of Profit
- Others, Specify Nil Nil Nil
5 Others, Please Specify Nil Nil Nil
TOTAL 7.94 5.20 13.14
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
There were no Penalties/ Punishment/ Compounding of offences for breach of any provisions of the Companies Act, 2013 against the Company or its
Directors or other officer in default, during the year.
` In Lacs
30
33
ANNEXURE - 5
Disclosure under Section 197 (12) and Rules 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014
st1. Ratio of Remuneration of each Director to the median remuneration of the employee of the Company for the financial year ended 31 March, 2016.
Sr. No. Name of Director Remuneration(`) Ratio
1 Mr. Dhirendra Singh 60.00 Lacs 29 : 01
2 Mr. Dharmendra Singh 36.00 Lacs 17 : 01
3 Mr. Abhishek Singh 24.00 Lacs 11 : 01
st2. The Percentage increase in remuneration of each Directors, CFO, Company Secretary in the financial year ended 31 March, 2016.
Sr. No. Name of Directors Ratio
1 Mr. Dhirendra Singh --
2 Mr. Dharmendra Singh --
3 Mr. Abhishek Singh --
Name of CFO and CS
4 Mr. Paresh Thakkar- CFO 22%
5 Mr. Bhavesh Jingar - CS 23 %
3. Percentage increase in median remuneration of employees in the financial year - 20%.
st4. The number of employees employed including manager and workers as on 31 March, 2016 - 555.
5. Average percentile increase made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out.
Average Salary Increment of non-managerial employees is 15 %. The Average Salary increase of managerial employees is 22.5 %. There is no exceptional
circumstances in increase in managerial remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the Company
The Company affirms that the remuneration paid is in accordance with the remuneration policy of the Company.
ANNEXURE - 6
SECRETARIAL AUDIT REPORT
stFor the financial year ended on 31 March, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
M/s. Manpasand Beverages Limited
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Tal. Savli,Vadodara - 391775.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
M/s. Manpasand Beverages Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our stopinion, the Company has, during the audit period covering the financial year ended on 31 March, 2016 complied with the statutory provisions listed
hereunder and also that the Company has followed proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended onst31 March, 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable for this year
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and
dealing with client
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable for this year and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable for this year
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(vi) Other applicable laws - We have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company
for compliances under other applicable Acts, Laws and Regulations to the Company. The list of Acts, Laws and Regulations as applicable to the Company
are :
(i) Food Safety and Standards Act, 2006
(ii) The Employees Provident Fund and Miscellaneous Provisions Act, 1952
(iii) The Factories Act, 1948
(iv) The Minimum Wages Act, 1948
(v) The Payment of Bonus Act, 1965
(vi) The Payment of Gratuity Act, 1972
(vii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013
32
33
ANNEXURE - 5
Disclosure under Section 197 (12) and Rules 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014
st1. Ratio of Remuneration of each Director to the median remuneration of the employee of the Company for the financial year ended 31 March, 2016.
Sr. No. Name of Director Remuneration(`) Ratio
1 Mr. Dhirendra Singh 60.00 Lacs 29 : 01
2 Mr. Dharmendra Singh 36.00 Lacs 17 : 01
3 Mr. Abhishek Singh 24.00 Lacs 11 : 01
st2. The Percentage increase in remuneration of each Directors, CFO, Company Secretary in the financial year ended 31 March, 2016.
Sr. No. Name of Directors Ratio
1 Mr. Dhirendra Singh --
2 Mr. Dharmendra Singh --
3 Mr. Abhishek Singh --
Name of CFO and CS
4 Mr. Paresh Thakkar- CFO 22%
5 Mr. Bhavesh Jingar - CS 23 %
3. Percentage increase in median remuneration of employees in the financial year - 20%.
st4. The number of employees employed including manager and workers as on 31 March, 2016 - 555.
5. Average percentile increase made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out.
Average Salary Increment of non-managerial employees is 15 %. The Average Salary increase of managerial employees is 22.5 %. There is no exceptional
circumstances in increase in managerial remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the Company
The Company affirms that the remuneration paid is in accordance with the remuneration policy of the Company.
ANNEXURE - 6
SECRETARIAL AUDIT REPORT
stFor the financial year ended on 31 March, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
M/s. Manpasand Beverages Limited
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Tal. Savli,Vadodara - 391775.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
M/s. Manpasand Beverages Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our stopinion, the Company has, during the audit period covering the financial year ended on 31 March, 2016 complied with the statutory provisions listed
hereunder and also that the Company has followed proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended onst31 March, 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable for this year
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and
dealing with client
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable for this year and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable for this year
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(vi) Other applicable laws - We have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company
for compliances under other applicable Acts, Laws and Regulations to the Company. The list of Acts, Laws and Regulations as applicable to the Company
are :
(i) Food Safety and Standards Act, 2006
(ii) The Employees Provident Fund and Miscellaneous Provisions Act, 1952
(iii) The Factories Act, 1948
(iv) The Minimum Wages Act, 1948
(v) The Payment of Bonus Act, 1965
(vi) The Payment of Gratuity Act, 1972
(vii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013
32
35
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange Ltd.
During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above
except to the extent as mentioned below:
The Company has complied with the provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility except Section
135(5). The Company has informed that the shortfall of `5.36 Lacs in the amount spent during the year under report is mainly due to other pre-
occupation with Initial Public Offer (IPO), setting up a new manufacturing unit at Ambala, Haryana.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision
of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Decisions at the meeting of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any
member of the Board of Directors during the period under review.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company consequent to completion of IPO successfully and listing by Stock Exchanges, the entire equity thshares have been listed with both BSE and NSE w.e.f 9 July, 2015.
Niraj Trivedi
Place: Vadodara Name of Company Secretary in practicethDate: 20 July, 2016 C. P. No. : 3123
This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.
“ANNEXURE A” TO THE SECRETARIAL AUDIT REPORT
To,
The Members,
M/s. Manpasand Beverages Limited
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Tal. Savli,Vadodara - 391775.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the
processes and practices we followed, provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of
events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Niraj Trivedi
Place: Vadodara Name of Company Secretary in practicethDate: 20 July, 2016 C. P. No. : 3123
34
35
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange Ltd.
During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above
except to the extent as mentioned below:
The Company has complied with the provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility except Section
135(5). The Company has informed that the shortfall of `5.36 Lacs in the amount spent during the year under report is mainly due to other pre-
occupation with Initial Public Offer (IPO), setting up a new manufacturing unit at Ambala, Haryana.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision
of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Decisions at the meeting of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any
member of the Board of Directors during the period under review.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company consequent to completion of IPO successfully and listing by Stock Exchanges, the entire equity thshares have been listed with both BSE and NSE w.e.f 9 July, 2015.
Niraj Trivedi
Place: Vadodara Name of Company Secretary in practicethDate: 20 July, 2016 C. P. No. : 3123
This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.
“ANNEXURE A” TO THE SECRETARIAL AUDIT REPORT
To,
The Members,
M/s. Manpasand Beverages Limited
E-62, Manjusar GIDC, Savli Road,
P.O. Manjusar, Tal. Savli,Vadodara - 391775.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the
processes and practices we followed, provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of
events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Niraj Trivedi
Place: Vadodara Name of Company Secretary in practicethDate: 20 July, 2016 C. P. No. : 3123
34
37
ANNEXURE - 7
INFORMATION PURSUANT TO SECTION 134(3) (m) OF THE COMPANIES ACT, 2013READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
(A) Conservation of Energy
1. Step taken or impact on conservation of energy
- Installed LED lights in Plant Admin Building which saves approx. ̀ 2 Lac/yr.
- Optimisation of blowing pressure by interconnection of HP compressor header.
- Installed condensate recovery system for improving Boiler Efficiency.
- Conveyor Automation with sensor for auto operation of chain conveyor motors and air conveyor blowers, which has resulted in significant
saving of power usage.
2. The Step taken by the company for utilising alternate sources of energy
The Company has planned to install Solar Power Plant.
3. The Capital investment on energy conservation equipment
Above Energy saving equipment cost would be approx. 20 Lac.
(B) Technology Absorption
The Company has always been conscious of the need for conservation of energy and has been sensitively making progress towards this end. Energy
conservation measures have been implemented at all the plants and offices of the company. Key among them being use of bio-fuels in boilers, installation
of energy efficient equipment which helped lower the cost of production, besides reduce effluent and improve hygiene condition and productivity.
Innovation is a culture in the company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment
that cannot be quantified. Company has also made continuous efforts towards technology absorption and innovation, which have contributed towards
preserving natural resources. These efforts includes improvement in water treatment plant through introduction of RO (Reserve Osmosis) system for DM
water, reutilisation of waste water from pump seal cooling and RO reject waste-water management. Introduction of water efficient CIP system with
recycling water in fruit juice manufacturing.
FOREIGN EXCHANGE EARNING AND OUTGO ` In Lacs
2015-16 2014-15
Outflow Inflow Outflow Inflow
51.90 - - -
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF MANPASAND BEVERAGES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of MANPASAND BEVERAGES LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other
explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation
of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true
and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs stof the Company as at 31 March, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that :
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose
of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.
e) On the basis of written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the
Directors is disqualified as on March 31, 2016, from being appointed as a Director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such
controls, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of
the Company's internal financial controls over financial reporting.
36
37
ANNEXURE - 7
INFORMATION PURSUANT TO SECTION 134(3) (m) OF THE COMPANIES ACT, 2013READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
(A) Conservation of Energy
1. Step taken or impact on conservation of energy
- Installed LED lights in Plant Admin Building which saves approx. ̀ 2 Lac/yr.
- Optimisation of blowing pressure by interconnection of HP compressor header.
- Installed condensate recovery system for improving Boiler Efficiency.
- Conveyor Automation with sensor for auto operation of chain conveyor motors and air conveyor blowers, which has resulted in significant
saving of power usage.
2. The Step taken by the company for utilising alternate sources of energy
The Company has planned to install Solar Power Plant.
3. The Capital investment on energy conservation equipment
Above Energy saving equipment cost would be approx. 20 Lac.
(B) Technology Absorption
The Company has always been conscious of the need for conservation of energy and has been sensitively making progress towards this end. Energy
conservation measures have been implemented at all the plants and offices of the company. Key among them being use of bio-fuels in boilers, installation
of energy efficient equipment which helped lower the cost of production, besides reduce effluent and improve hygiene condition and productivity.
Innovation is a culture in the company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment
that cannot be quantified. Company has also made continuous efforts towards technology absorption and innovation, which have contributed towards
preserving natural resources. These efforts includes improvement in water treatment plant through introduction of RO (Reserve Osmosis) system for DM
water, reutilisation of waste water from pump seal cooling and RO reject waste-water management. Introduction of water efficient CIP system with
recycling water in fruit juice manufacturing.
FOREIGN EXCHANGE EARNING AND OUTGO ` In Lacs
2015-16 2014-15
Outflow Inflow Outflow Inflow
51.90 - - -
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF MANPASAND BEVERAGES LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of MANPASAND BEVERAGES LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other
explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation
of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, as applicable. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true
and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs stof the Company as at 31 March, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that :
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose
of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, as applicable.
e) On the basis of written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the
Directors is disqualified as on March 31, 2016, from being appointed as a Director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such
controls, refer to our separate report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of
the Company's internal financial controls over financial reporting.
36
39
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 to the
financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the
Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: VadodarathDate : 19 May, 2016
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
("the Act")
We have audited the internal financial controls over financial reporting of MANPASAND BEVERAGES LIMITED ("the Company") as of March 31, 2016 in
conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered
Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and
their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial
controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016,
based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
“ANNEXURE A” TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1(f) under 'Report on Other Legal and
Regulatory Requirements' of our report of even date)
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: VadodarathDate : 19 May, 2016
38
39
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 to the
financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the
Act, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: VadodarathDate : 19 May, 2016
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
("the Act")
We have audited the internal financial controls over financial reporting of MANPASAND BEVERAGES LIMITED ("the Company") as of March 31, 2016 in
conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered
Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and
their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial
controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016,
based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
“ANNEXURE A” TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1(f) under 'Report on Other Legal and
Regulatory Requirements' of our report of even date)
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: VadodarathDate : 19 May, 2016
38
41
“ANNEXURE B” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to paragraph 2 under 'Report on Other Legal and
Regulatory Requirements' Section of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.
(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its assets.According to the information and explanations given to
us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in
the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the
agreement.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. Material discrepancies noticed
on physical verification during the year have been properly dealt with in the books of account.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the
Register maintained under Section 189 of the Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provide guarantees and hence reporting under clause (iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public.
(vi) Having regard to the nature of the Company's business activities, reporting under clause (vi) of CARO 2016 is not applicable.
(vii) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, and Sales Tax, Service Tax,
Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value st Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2016 for a period of more than six months from the date they became
payable.
(c) Details of dues of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as onst31 March, 2016 on account of disputes are given below:
Name of the Statute Nature of Dues Forum where
Dispute is Pending the Amount (`) (`)
Relates
Income Tax Act, 1961 Income Tax Commissioner of F.Y. 2011-12 & 792,130 792,130
Income Tax (Appeals),
Vadodara
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings
to financial institutions, Banks and government. The Company has not issued any debentures.
(ix) In our opinion and according to the information and explanations given to us, money raised by way of initial public offer have been applied by the
Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company
by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the
Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in
the financial statements etc. as required by the applicable accounting standards.
Period to which Gross Amount Amount Unpaid
F.Y. 2012-13
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: Vadodarath Date : 19 May, 2016
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence
reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash
transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
40
41
“ANNEXURE B” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to paragraph 2 under 'Report on Other Legal and
Regulatory Requirements' Section of our report of even date)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.
(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its assets.According to the information and explanations given to
us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale
deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in
the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and
disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the
agreement.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. Material discrepancies noticed
on physical verification during the year have been properly dealt with in the books of account.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the
Register maintained under Section 189 of the Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provide guarantees and hence reporting under clause (iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public.
(vi) Having regard to the nature of the Company's business activities, reporting under clause (vi) of CARO 2016 is not applicable.
(vii) According to the information and explanations given to us in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, and Sales Tax, Service Tax,
Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value st Added Tax, Cess and other material statutory dues in arrears as at 31 March, 2016 for a period of more than six months from the date they became
payable.
(c) Details of dues of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as onst31 March, 2016 on account of disputes are given below:
Name of the Statute Nature of Dues Forum where
Dispute is Pending the Amount (`) (`)
Relates
Income Tax Act, 1961 Income Tax Commissioner of F.Y. 2011-12 & 792,130 792,130
Income Tax (Appeals),
Vadodara
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings
to financial institutions, Banks and government. The Company has not issued any debentures.
(ix) In our opinion and according to the information and explanations given to us, money raised by way of initial public offer have been applied by the
Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company
by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the
Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in
the financial statements etc. as required by the applicable accounting standards.
Period to which Gross Amount Amount Unpaid
F.Y. 2012-13
For DELOITTE HASKINS & SELLSChartered Accountants (Registration No. 117364W)
Gaurav J. ShahPartner(Membership No.35701)
Place: Vadodarath Date : 19 May, 2016
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence
reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash
transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934.
40
43
Balance Sheet as at st
31 March, 2016
I. EQUITY & LIABILITIES
1 Shareholder's Funds
(a) Share Capital 3
(b) Reserves & Surplus 4 55,151.04 15,336.13
60,156.44 19,091.53
2 Non-Current Liabilities
(a) Long Term Borrowings 5 - 4,915.56
(b) Long Term Provisions 6 - 35.15
- 4,950.71
3 Current Liabilities
(a) Short Term Borrowings 7 - 5,250.00
(b) Trade Payables 8 4,504.88 2,056.52
(c ) Other Current Liabilities 9 1,296.41 2,760.04
(d) Short Term Provisions 10 133.60 940.43
5,934.89 11,006.99
TOTAL 66,091.33 35,049.23
II. ASSETS
1 Non-Current Assets
(a) Fixed Assets 11
(i) Tangible assets 26,827.64 8,457.57
(ii) Intangible assets 8.95 8.89
(iii) Capital Work in Progress 13,393.60 13,163.25
40,230.19 21,629.71
(b) Deferred Tax Assets 28.5 7.36 12.43
(c) Long Term Loans and Advances 12 1,976.83 2,558.58
2 Current Assets
(a) Current Investments 13 63.00 3.00
(b) Inventories 14 7,041.92 4,237.52
(c) Trade receivables 15 6,774.97 5,933.51
(d) Cash and cash equivalents 16 9,277.22 430.69
(e) Short-term loans and advances 17 615.84 243.79
(f) Other current assets 18 104.00 -
23,876.95 10,848.51
TOTAL 66,091.33 35,049.23
See accompanying notes forming part of the financial statements
5,005.40 3,755.40
Particulars Note No. As at31-Mar-16
As at31-Mar-15
(` in Lacs)
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
stStatement of Profit and Loss for the year ended 31 March, 2016
Particulars Note No. For the year ended31-Mar-15
(` in Lacs)
A. Continuing Operations
I. Revenue from operations (net) 19 55,670.89 35,974.87
II. Other income 20 912.94 41.17
III. Total Revenue (I + II) 56,583.83 36,016.04
IV. Expenses
(a) Cost of materials consumed 21 33,798.11 20,497.74
(b) Purchase of stock in trade (traded goods) 22 307.13 419.36
(c) Changes in inventories of finished goods 23 (1,551.29) 20.41
(d) Employee benefits expense 24 1,585.69 908.69
(e) Finance costs 25 571.57 1,064.76
(f) Depreciation and amortisation expense 11 5,708.57 2,052.90
(g) Other expenses 26 10,489.73 7,717.89
Total Expenses 50,909.51 32,681.75
V. Profit before tax (III-IV) 5,674.32 3,334.29
VI. Tax expense
(a) Current tax expense 1,211.00 704.45
(b) (Less): MAT credit (602.11) (352.23)
(Excess)/Short provision of tax relating to prior years 4.21 4.67
Deferred tax 5.07 (17.13)
Net Tax Expense 618.17 339.76
VII. Profit for the year (V-VI) 5,056.15 2,994.53
VIII. Earnings per share (of `10/- each):
(1) Basic 10.79 9.41
(2) Diluted 10.78 7.99
See accompanying notes forming part of the financial statements
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
For the year ended31-Mar-16
42
43
Balance Sheet as at st
31 March, 2016
I. EQUITY & LIABILITIES
1 Shareholder's Funds
(a) Share Capital 3
(b) Reserves & Surplus 4 55,151.04 15,336.13
60,156.44 19,091.53
2 Non-Current Liabilities
(a) Long Term Borrowings 5 - 4,915.56
(b) Long Term Provisions 6 - 35.15
- 4,950.71
3 Current Liabilities
(a) Short Term Borrowings 7 - 5,250.00
(b) Trade Payables 8 4,504.88 2,056.52
(c ) Other Current Liabilities 9 1,296.41 2,760.04
(d) Short Term Provisions 10 133.60 940.43
5,934.89 11,006.99
TOTAL 66,091.33 35,049.23
II. ASSETS
1 Non-Current Assets
(a) Fixed Assets 11
(i) Tangible assets 26,827.64 8,457.57
(ii) Intangible assets 8.95 8.89
(iii) Capital Work in Progress 13,393.60 13,163.25
40,230.19 21,629.71
(b) Deferred Tax Assets 28.5 7.36 12.43
(c) Long Term Loans and Advances 12 1,976.83 2,558.58
2 Current Assets
(a) Current Investments 13 63.00 3.00
(b) Inventories 14 7,041.92 4,237.52
(c) Trade receivables 15 6,774.97 5,933.51
(d) Cash and cash equivalents 16 9,277.22 430.69
(e) Short-term loans and advances 17 615.84 243.79
(f) Other current assets 18 104.00 -
23,876.95 10,848.51
TOTAL 66,091.33 35,049.23
See accompanying notes forming part of the financial statements
5,005.40 3,755.40
Particulars Note No. As at31-Mar-16
As at31-Mar-15
(` in Lacs)
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
stStatement of Profit and Loss for the year ended 31 March, 2016
Particulars Note No. For the year ended31-Mar-15
(` in Lacs)
A. Continuing Operations
I. Revenue from operations (net) 19 55,670.89 35,974.87
II. Other income 20 912.94 41.17
III. Total Revenue (I + II) 56,583.83 36,016.04
IV. Expenses
(a) Cost of materials consumed 21 33,798.11 20,497.74
(b) Purchase of stock in trade (traded goods) 22 307.13 419.36
(c) Changes in inventories of finished goods 23 (1,551.29) 20.41
(d) Employee benefits expense 24 1,585.69 908.69
(e) Finance costs 25 571.57 1,064.76
(f) Depreciation and amortisation expense 11 5,708.57 2,052.90
(g) Other expenses 26 10,489.73 7,717.89
Total Expenses 50,909.51 32,681.75
V. Profit before tax (III-IV) 5,674.32 3,334.29
VI. Tax expense
(a) Current tax expense 1,211.00 704.45
(b) (Less): MAT credit (602.11) (352.23)
(Excess)/Short provision of tax relating to prior years 4.21 4.67
Deferred tax 5.07 (17.13)
Net Tax Expense 618.17 339.76
VII. Profit for the year (V-VI) 5,056.15 2,994.53
VIII. Earnings per share (of `10/- each):
(1) Basic 10.79 9.41
(2) Diluted 10.78 7.99
See accompanying notes forming part of the financial statements
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
For the year ended31-Mar-16
42
45
stCash Flow Statement for the year ended as on 31 March, 2016
Particulars
(` in Lacs)
A Cash flow from Operating Activities
Profit before tax 5,674.32 3,334.29
Adjustments for :
Depreciation and amortisation 5,708.57 2,052.90
Expenses on Employees stock option scheme 83.82 58.79
(Profit)/Loss on sale of fixed assets 50.92 -
Interest Income (906.93) (41.17)
Net (gain)/loss on sale of investments (1.58) -
Finance costs 571.57 1,064.76
Operating Profit before working capital changes 11,180.69 6,469.57
Adjustments for change in working capital:
(Increase)/Decrease in Trade receivables (841.46) (1,159.06)
(Increase)/Decrease in Other receivables (971.23) (78.24)
(Increase)/Decrease in Inventories (2,804.40) (77.87)
Increase/(Decrease) in Trade Payables 2,448.22 331.32
Increase/(Decrease) in Other Current Liabilities 289.66 334.05
Cash used in operations 9,301.48 5,819.77
Income Tax paid (Net of Refunds) 1,540.57 552.27
Net Cash flow from/ (used in) Operating Activities (A) 7,760.91 5,267.50
B Cash Flow from Investing Activities
Capital Expenditure on fixed assets, including capital advances (23,189.15) (15,876.68)
Proceeds from sale of fixed assets 26.77 -
Interest received 802.93 36.49
Bank balances not considered as cash and cash equivalents (8,842.52) (6.06)
Proceeds from sale of investments (58.42) 22.64
Net Cash flow from/(used in) Investing Activities (B) (31,260.39) (15,823.61)
C Cash flow from Financing Activities
Proceeds from long term borrowings - 4,494.67
Re-payment of long term borrowing (6,539.01) (1,470.42)
Net increase/(decrease) in working capital (5,250.00) 1,331.80
Proceeds from issue of Equity Shares (including security premium) 40,000.00 2,625.00
Proceeds from issue of Preference Shares (including security premium) - 5,000.00
Cost of raising finance (Share Issue Expense incurred) (2,893.36) (422.42)
Dividend Paid (including tax on dividend) (1,102.98) (39.46)
Finance costs (629.32) (1,007.01)
Net Cash flow from/(used in) Financing Activities (C) 23,585.33 10,512.16
Net Change in Cash and Cash equivalents (A+B+C) 85.85 (43.96)
Cash & Cash Equivalents as at beginning of the year 348.85 392.81
Cash & Cash equivalents as at end of the year 434.70 348.85
For the year ended31-Mar-15
For the year ended31-Mar-16
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
Reconciliation of Cash and Cash Equivalents with the Balance Sheet
1. a. Cash and Cash equivalents comprise of :
Cash on Hand 12.87 7.32
Balance with Scheduled Banks : In Current Accounts 421.83 341.53
Total (A) 434.70 348.85
b. Other cash and bank balances
- Unpaid dividend accounts 0.03 0.07
- Application Money Refund accounts 0.41 -
- Margin money (with original maturity of more than 3 months) 5,642.08 -
- Other Deposits 3,200.00 81.77
Total (B) 8,842.52 81.84
Total (A+B) 9,277.22 430.69
2. Cash flow statement has been prepared under the indirect method as set out in the Accounting
Standard (AS) 3 "Cash Flow Statements" issued by the Institute of Chartered Accountants of India.
44
45
stCash Flow Statement for the year ended as on 31 March, 2016
Particulars
(` in Lacs)
A Cash flow from Operating Activities
Profit before tax 5,674.32 3,334.29
Adjustments for :
Depreciation and amortisation 5,708.57 2,052.90
Expenses on Employees stock option scheme 83.82 58.79
(Profit)/Loss on sale of fixed assets 50.92 -
Interest Income (906.93) (41.17)
Net (gain)/loss on sale of investments (1.58) -
Finance costs 571.57 1,064.76
Operating Profit before working capital changes 11,180.69 6,469.57
Adjustments for change in working capital:
(Increase)/Decrease in Trade receivables (841.46) (1,159.06)
(Increase)/Decrease in Other receivables (971.23) (78.24)
(Increase)/Decrease in Inventories (2,804.40) (77.87)
Increase/(Decrease) in Trade Payables 2,448.22 331.32
Increase/(Decrease) in Other Current Liabilities 289.66 334.05
Cash used in operations 9,301.48 5,819.77
Income Tax paid (Net of Refunds) 1,540.57 552.27
Net Cash flow from/ (used in) Operating Activities (A) 7,760.91 5,267.50
B Cash Flow from Investing Activities
Capital Expenditure on fixed assets, including capital advances (23,189.15) (15,876.68)
Proceeds from sale of fixed assets 26.77 -
Interest received 802.93 36.49
Bank balances not considered as cash and cash equivalents (8,842.52) (6.06)
Proceeds from sale of investments (58.42) 22.64
Net Cash flow from/(used in) Investing Activities (B) (31,260.39) (15,823.61)
C Cash flow from Financing Activities
Proceeds from long term borrowings - 4,494.67
Re-payment of long term borrowing (6,539.01) (1,470.42)
Net increase/(decrease) in working capital (5,250.00) 1,331.80
Proceeds from issue of Equity Shares (including security premium) 40,000.00 2,625.00
Proceeds from issue of Preference Shares (including security premium) - 5,000.00
Cost of raising finance (Share Issue Expense incurred) (2,893.36) (422.42)
Dividend Paid (including tax on dividend) (1,102.98) (39.46)
Finance costs (629.32) (1,007.01)
Net Cash flow from/(used in) Financing Activities (C) 23,585.33 10,512.16
Net Change in Cash and Cash equivalents (A+B+C) 85.85 (43.96)
Cash & Cash Equivalents as at beginning of the year 348.85 392.81
Cash & Cash equivalents as at end of the year 434.70 348.85
For the year ended31-Mar-15
For the year ended31-Mar-16
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
Reconciliation of Cash and Cash Equivalents with the Balance Sheet
1. a. Cash and Cash equivalents comprise of :
Cash on Hand 12.87 7.32
Balance with Scheduled Banks : In Current Accounts 421.83 341.53
Total (A) 434.70 348.85
b. Other cash and bank balances
- Unpaid dividend accounts 0.03 0.07
- Application Money Refund accounts 0.41 -
- Margin money (with original maturity of more than 3 months) 5,642.08 -
- Other Deposits 3,200.00 81.77
Total (B) 8,842.52 81.84
Total (A+B) 9,277.22 430.69
2. Cash flow statement has been prepared under the indirect method as set out in the Accounting
Standard (AS) 3 "Cash Flow Statements" issued by the Institute of Chartered Accountants of India.
44
47
Notes forming part of Financial Statements
1 Incorporation of the Company
th"The Company was incorporated on 17 December, 2010 in the state of Gujarat under the provisions of the Companies Act, 1956 with CIN No.
L15549GJ2010PLC063283 in the name of Manpasand Beverages Limited. The Company's business operations, which were being carried out in a different st thentity, were taken over by the Company effective from 1 April, 2011. Further, effective from 5 August, 2011 the name of the Company was changed to
thManpasand Beverages Private Limited. Subsequently, effective from 7 October, 2014 the name of the Company has been changed to Manpasand
Beverages Limited."
2 Significant accounting policies
2.1 Basis of Accounting :
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP)
to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts)
Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") . The financial statements have been prepared on accrual basis
under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those
followed in the previous year.
2.2 Use of Estimates:
The preparation of the financial statements in conformity with Indian GAAP requires the management to make estimates and assumptions
considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year.
The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ
due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known /
materialise.
2.3 Revenue:
Sales and services are accounted exclusive of excise duty & sales tax and are net of returns and trade discounts. The Company has its selling network
across the country in the form of Consignee Agents (CA) and Depots. For accounting purpose the goods sent by the head office to CA is considered
immediately as sales while goods sent to Depot is considered as stock transfer and later on considered as sales when the goods are sold from depot.
Revenue from sales of product is recognised on the transfer of significant risks and rewards of ownership.
2.4 Cash and cash equivalents (for purposes of Cash Flow Statement)
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months
or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to
insignificant risk of changes in value.
2.5 Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions
of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.
2.6 Other income
Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.
2.7 Fixed Assets:
i) Tangible assets
"Tangible assets are stated at their original cost less accumulated depreciation and impairment loss, if any. Cost includes inward freight, duties,
taxes and expenses incidental to acquisition and installation, net of cenvat / value added tax credit, where applicable. On sale of Fixed Assets, any
profit earned towards excess of sale value over gross block of assets (i.e balancing charge) is charged to the Profit and Loss Account.”
ii) Intangible assets
Intangible assets are stated at cost of acquisition less accumulated amortisation.
iii) Capital Work in Progress
Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental
expenses and attributable interest.
2.8 Depreciation and Amortisation:
"Depreciation and amortisation is provided on Written Down Value (WDV) basis. Depreciation on additions / disposal is charged on pro-rata basis.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. “
The Company has charged depreciation based on the useful life of assets as prescribed in Schedule II to The Companies Act, 2013.
Intangible assets are amortised over their estimated useful life.
2.9 Investments:
Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of such investments.
Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage,
fees and duties.
2.10 Inventories:
"Inventories are valued at lower of cost and net realisable value. Cost of inventories comprises cost of purchase, cost of conversion and other cost
incurred in bringing them to their present location and conditions. The cost of inventories is determined based on the Weighted Average Method
of Valuation. Finished goods include appropriate proportion of overheads and, where applicable, excise duty.”
2.11 Employee Benefits:
Defined Contribution Plan
The Company's contribution to provident fund, and other funds are considered as defined contribution plans and are charged as an expense
based on the amount of contribution required to be made and when services are rendered by the employees.
Defined Benefit Plan
For defined benefit plans in the form of gratuity fund , the cost of providing benefits is determined using the Projected Unit Credit method, with
actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss
in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is
amortised on a straight line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the
Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the
fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds
and reductions in future contributions to the schemes.
2.12 Foreign Currency Transactions:
Transactions denominated in foreign currencies are recorded at the exchange rates prevailing at the date of transaction or at rates that closely
approximate the rate at the date of transaction.Monetary items denominated in foreign currency at the year-end are translated at year end rates.
In respect of monetary items which are covered by forward exchange contracts, the premium on such forward contracts is recognised over the life
of the forward contract. The exchange difference arising on settlement /translation are recognised in the revenue accounts.
2.13 Taxation:
'Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the
provisions of the Income Tax Act, 1961 and other applicable tax laws.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is
recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Company.
Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in
one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or
substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised
for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that
sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry
forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing
evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items
relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax
assets are reviewed at each balance sheet date for their realisability.
2.14 Share Issue expenses:
Share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013, to the
extent any balance is available for utilisation in the Securities Premium Account. Share issue expenses in excess of the balance in the Securities
Premium Account is expensed in the Statement of Profit and Loss.
46
47
Notes forming part of Financial Statements
1 Incorporation of the Company
th"The Company was incorporated on 17 December, 2010 in the state of Gujarat under the provisions of the Companies Act, 1956 with CIN No.
L15549GJ2010PLC063283 in the name of Manpasand Beverages Limited. The Company's business operations, which were being carried out in a different st thentity, were taken over by the Company effective from 1 April, 2011. Further, effective from 5 August, 2011 the name of the Company was changed to
thManpasand Beverages Private Limited. Subsequently, effective from 7 October, 2014 the name of the Company has been changed to Manpasand
Beverages Limited."
2 Significant accounting policies
2.1 Basis of Accounting :
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP)
to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts)
Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") . The financial statements have been prepared on accrual basis
under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those
followed in the previous year.
2.2 Use of Estimates:
The preparation of the financial statements in conformity with Indian GAAP requires the management to make estimates and assumptions
considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year.
The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ
due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known /
materialise.
2.3 Revenue:
Sales and services are accounted exclusive of excise duty & sales tax and are net of returns and trade discounts. The Company has its selling network
across the country in the form of Consignee Agents (CA) and Depots. For accounting purpose the goods sent by the head office to CA is considered
immediately as sales while goods sent to Depot is considered as stock transfer and later on considered as sales when the goods are sold from depot.
Revenue from sales of product is recognised on the transfer of significant risks and rewards of ownership.
2.4 Cash and cash equivalents (for purposes of Cash Flow Statement)
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months
or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to
insignificant risk of changes in value.
2.5 Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions
of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.
2.6 Other income
Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is established.
2.7 Fixed Assets:
i) Tangible assets
"Tangible assets are stated at their original cost less accumulated depreciation and impairment loss, if any. Cost includes inward freight, duties,
taxes and expenses incidental to acquisition and installation, net of cenvat / value added tax credit, where applicable. On sale of Fixed Assets, any
profit earned towards excess of sale value over gross block of assets (i.e balancing charge) is charged to the Profit and Loss Account.”
ii) Intangible assets
Intangible assets are stated at cost of acquisition less accumulated amortisation.
iii) Capital Work in Progress
Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct cost, related incidental
expenses and attributable interest.
2.8 Depreciation and Amortisation:
"Depreciation and amortisation is provided on Written Down Value (WDV) basis. Depreciation on additions / disposal is charged on pro-rata basis.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. “
The Company has charged depreciation based on the useful life of assets as prescribed in Schedule II to The Companies Act, 2013.
Intangible assets are amortised over their estimated useful life.
2.9 Investments:
Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of such investments.
Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage,
fees and duties.
2.10 Inventories:
"Inventories are valued at lower of cost and net realisable value. Cost of inventories comprises cost of purchase, cost of conversion and other cost
incurred in bringing them to their present location and conditions. The cost of inventories is determined based on the Weighted Average Method
of Valuation. Finished goods include appropriate proportion of overheads and, where applicable, excise duty.”
2.11 Employee Benefits:
Defined Contribution Plan
The Company's contribution to provident fund, and other funds are considered as defined contribution plans and are charged as an expense
based on the amount of contribution required to be made and when services are rendered by the employees.
Defined Benefit Plan
For defined benefit plans in the form of gratuity fund , the cost of providing benefits is determined using the Projected Unit Credit method, with
actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss
in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is
amortised on a straight line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the
Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the
fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds
and reductions in future contributions to the schemes.
2.12 Foreign Currency Transactions:
Transactions denominated in foreign currencies are recorded at the exchange rates prevailing at the date of transaction or at rates that closely
approximate the rate at the date of transaction.Monetary items denominated in foreign currency at the year-end are translated at year end rates.
In respect of monetary items which are covered by forward exchange contracts, the premium on such forward contracts is recognised over the life
of the forward contract. The exchange difference arising on settlement /translation are recognised in the revenue accounts.
2.13 Taxation:
'Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the
provisions of the Income Tax Act, 1961 and other applicable tax laws.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is
recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Company.
Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in
one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or
substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised
for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that
sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry
forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing
evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items
relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax
assets are reviewed at each balance sheet date for their realisability.
2.14 Share Issue expenses:
Share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013, to the
extent any balance is available for utilisation in the Securities Premium Account. Share issue expenses in excess of the balance in the Securities
Premium Account is expensed in the Statement of Profit and Loss.
46
49
2.15 Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will
be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not
discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.
Contingent assets are not recognised in the financial statements.
2.16 Employee Share Based Payments
Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 as replaced by "Securities and Exchange Board of India" (Share Based Employee Benefits)
Regulations 2014 and the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of
India. The Company accounts for stock compensation expense based on the fair value of the options granted, determined on the date of grant.
Compensation expense is amortized over the vesting period of the option on a straight-line basis. The accounting value of the options outstanding
net of the Deferred Compensation Expense is reflected as Employee Stock Options Outstanding.
2.17 Borrowing Costs
Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to
the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly
related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs,
allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of
the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended
and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
2.18 Leases
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as operating leases.
Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight line over the lease term.
2.19 Earnings Per Share
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the
weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after
tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any
attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic
earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential
equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share
from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they
have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at
fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period
presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares,
as appropriate.
3 Share Capital
Particulars As at 31-Mar-15
Number ` ( in Lacs)
Authorised
Equity Shares of ̀ 10/- each with voting rights 55,000,000 5,500.00 5,500.00
55,000,000 5,500.00 55,000,000 5,500.00
Issued, Subscribed & Fully Paid Up Shares
Equity Shares of ̀ 10/- each
fully paid with voting rights 50,054,000 5,005.40 37,554,000 3,755.40
Total 50,054,000 5,005.40 37,554,000 3,755.40
As at 31-Mar-16
Number ` ( in Lacs)
55,000,000
Notes
The Company allotted 12,500,000 Equity Shares of ̀ 10/- each at a price of 320/- per Equity Share through Initial Public Offering (IPO) and shares were
listed on National Stock Exchange of India Limited and BSE Limited on July 9, 2015.
a)Reconciliation of Shares outstanding at the beginning and at the end of the reporting year:
Equity Shares with Voting Rights
`
Particulars As at 31- Mar -15
Number ` (In Lacs)
Shares at the beginning of the year 3,75,54,000 3,755.40 25,01,000 250.10
Shares Issued during the year 1,25,00,000 1,250.00 1,36,800 13.68
Bonus Shares Issued during the year - - 2,37,40,200 2,374.02
Conversion of CCPS to Equity Shares - - 1,11,76,000 1,117.60
Shares bought back during the year - - - -
Shares outstanding at the end of the year 5,00,54,000 5,005.40 3,75,54,000 3,755.40
As at 31- Mar-16
Number ` (In Lacs)
b)Terms & Rights attached to equity shares:
The Company has one class of equity shares having a par value of 10 per share. Each shareholder is eligible for one vote per share held. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
c) Details of Shareholders holding more than 5% shares in the Company:
`
Name of shareholders
Number ` (In Lacs)
Equity shares with voting rights
Mr. Dhirendra Singh 2,52,30,500 50.41% 2,52,30,500 67.18%
SAIF Partners India IV Limited 1,11,86,000 22.35% 1,11,86,000 29.79%
SBI Mutual Fund 42,20,552 8.43% - -
As at 31- Mar-16
Number ` (In Lacs)
As at 31- Mar -15
d)The company has reserved issuance of 1,00,000 (Previous Year - 1,00,000) equity shares of 10 each for offering to eligible employees of
the company under the "Employee Stock Option Scheme and Employee Stock Purchase Scheme.” (Refer Note No. 28.9)
e) Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash and Bonus
Shares for the period of 5 years immediately preceeding the Balance Sheet date
`
Name of shareholders Aggregate number of shares
As at 31- Mar-15
Equity shares with voting rights
Fully paid up pursuant to contracts without
payment being received in cash 25,24,300 25,24,300
Fully paid up by way of bonus shares 3,37,98,600 3,37,98,600
Aggregate number of shares
As at 31- Mar-16
48
49
2.15 Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will
be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not
discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.
Contingent assets are not recognised in the financial statements.
2.16 Employee Share Based Payments
Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 as replaced by "Securities and Exchange Board of India" (Share Based Employee Benefits)
Regulations 2014 and the Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of
India. The Company accounts for stock compensation expense based on the fair value of the options granted, determined on the date of grant.
Compensation expense is amortized over the vesting period of the option on a straight-line basis. The accounting value of the options outstanding
net of the Deferred Compensation Expense is reflected as Employee Stock Options Outstanding.
2.17 Borrowing Costs
Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to
the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly
related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs,
allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of
the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended
and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.
2.18 Leases
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as operating leases.
Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight line over the lease term.
2.19 Earnings Per Share
Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the
weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after
tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any
attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic
earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential
equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share
from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they
have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at
fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period
presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares,
as appropriate.
3 Share Capital
Particulars As at 31-Mar-15
Number ` ( in Lacs)
Authorised
Equity Shares of ̀ 10/- each with voting rights 55,000,000 5,500.00 5,500.00
55,000,000 5,500.00 55,000,000 5,500.00
Issued, Subscribed & Fully Paid Up Shares
Equity Shares of ̀ 10/- each
fully paid with voting rights 50,054,000 5,005.40 37,554,000 3,755.40
Total 50,054,000 5,005.40 37,554,000 3,755.40
As at 31-Mar-16
Number ` ( in Lacs)
55,000,000
Notes
The Company allotted 12,500,000 Equity Shares of ̀ 10/- each at a price of 320/- per Equity Share through Initial Public Offering (IPO) and shares were
listed on National Stock Exchange of India Limited and BSE Limited on July 9, 2015.
a)Reconciliation of Shares outstanding at the beginning and at the end of the reporting year:
Equity Shares with Voting Rights
`
Particulars As at 31- Mar -15
Number ` (In Lacs)
Shares at the beginning of the year 3,75,54,000 3,755.40 25,01,000 250.10
Shares Issued during the year 1,25,00,000 1,250.00 1,36,800 13.68
Bonus Shares Issued during the year - - 2,37,40,200 2,374.02
Conversion of CCPS to Equity Shares - - 1,11,76,000 1,117.60
Shares bought back during the year - - - -
Shares outstanding at the end of the year 5,00,54,000 5,005.40 3,75,54,000 3,755.40
As at 31- Mar-16
Number ` (In Lacs)
b)Terms & Rights attached to equity shares:
The Company has one class of equity shares having a par value of 10 per share. Each shareholder is eligible for one vote per share held. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
c) Details of Shareholders holding more than 5% shares in the Company:
`
Name of shareholders
Number ` (In Lacs)
Equity shares with voting rights
Mr. Dhirendra Singh 2,52,30,500 50.41% 2,52,30,500 67.18%
SAIF Partners India IV Limited 1,11,86,000 22.35% 1,11,86,000 29.79%
SBI Mutual Fund 42,20,552 8.43% - -
As at 31- Mar-16
Number ` (In Lacs)
As at 31- Mar -15
d)The company has reserved issuance of 1,00,000 (Previous Year - 1,00,000) equity shares of 10 each for offering to eligible employees of
the company under the "Employee Stock Option Scheme and Employee Stock Purchase Scheme.” (Refer Note No. 28.9)
e) Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash and Bonus
Shares for the period of 5 years immediately preceeding the Balance Sheet date
`
Name of shareholders Aggregate number of shares
As at 31- Mar-15
Equity shares with voting rights
Fully paid up pursuant to contracts without
payment being received in cash 25,24,300 25,24,300
Fully paid up by way of bonus shares 3,37,98,600 3,37,98,600
Aggregate number of shares
As at 31- Mar-16
48
51
4 Reserves & Surplus
Particulars As at 31-Mar-15
`( in Lacs)
Securities Premium Account
As at 31-Mar-16
`( in Lacs)
Opening Balance 8,053.91 4,410.00
Add : Premium on shares issued during the year: 38,750.00 7,589.46
Less : Utilised during the year for
Issuing Bonus Shares - (3,379.86)
Writing off Share Issue Expenses (3,459.05) (565.69)
Closing Balance 43,344.86 8,053.91
Share Options Outstanding Account
Opening Balance 58.79 29.23
Add : Amounts recorded on grants during the year 125.62 155.18
Less : Deferred stock compensation expense 41.80 125.62
Closing Balance 142.61 58.79
General Reserve
Closing Balance 430.00 430.00
Surplus in Statement of Profit and Loss
Opening Balance 6,793.43 4,387.77
Add : Profit for the year 5,056.15 2,994.53
Less : Appropriations
Interim Dividend paid / Proposed Dividend 500.54 500.54
Dividend Distribution Tax on Interim / Proposed Dividend 115.47 88.33
Closing Balance 11,233.57 6,793.43
Total 55,151.04 15,336.13
5 Long Term Borrowings
As at 31-Mar-15
Particulars Total Non-Current Current
Portion Portion
` ( in Lacs) ` ( in Lacs) ` ( in Lacs)
Term loans (Secured)
from banks - - -
Maturities of finance lease
obligations - - -
- - - 6,412.90 4,915.56 1,497.33
Less: Amount disclosed
under the head "Other
Current Liability” (Note 9) - - - 1,497.33 - 1,497.33
Total - - - 4,915.57 4,915.57 -
As at 31-Mar-16
Total Non-Current Current
Portion Portion
` ( in Lacs) ` ( in Lacs) ` ( in Lacs)
6,378.87 4,912.61 1,466.26
34.03 2.96 31.07
Notes :
(I) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured long-term borrowings:
Particulars Terms of repayment and security As at
31-Mar-15
` ( in Lacs)
Secured
As at
31-Mar-16
` ( in Lacs)
Secured
Term loans from banks:
Union Bank of India (UBI) Terms of Repayment: - 6,378.87
Union Bank :- Monthly repayment of ̀ 126.02 Lacs* (PY: ̀ 49.96
Lacs ) carrying interest rate of 3.5% over base rate.
* includes monthly repayment of ` 62.50 Lacs starting from
April-2015.
New Term Loan of ` 4500.00 Lacs sanctioned during Sep-14 &
carries interest @ 3.5% over base rate, it is repayable in 72
monthly installments of ` 62.50 Lacs each starting from
April-2015
Security : Term loans from UBI are secured by a first and exclusive
charge over plant and machinery, (Unencumbered) immovable
and movable assets of Company situated at Varanasi & Vadodara
Plant, including,
a) Equitable mortgage of Plot No E-93 and E-94, Building No. E-
62 of Manjusar GIDC, Savli Road, Baroda, Gujarat in the name of
the Company.
b) Equitable Mortgage of Residential premises at W-402, Rio Vista
residence, Old Padra Road, Baroda and
c) Flat No B-7, Nizampura, Baroda in the name of Mr. Dhirendra
Singh (Chairman & Managing Director)
d) Equitable Mortgage of residential premises at Flat No F-2/335,
Vaikunthdham Co-op Housing Society, Manjalpur, Baroda in the
name of Mr. Vijay Panchal
e) Equitable Mortgage of Industrial Land and factory building at
A-7 and A-8, Industrial Park, Varanasi, UP in the name of the
Company.
f) Equitable Mortage of Land and factory building situated at Plot
No.1774 & 1768, Manjusar, Savli Road, Vadodara.
g) Personal Guarantee of 4 (Four) Directors & Mr. Vijay Panchal and
corporate guarantee of M/s. Manpasand Snacks & Beverages Ltd.
Maturities of finance lease obligations
Tata Capital Limited Terms of Repayment: - 1.66
The vehicle loans were secured by hypothecation of the related
vehicles. The same are repayable in equated monthly installments
varying from ̀ 8,600 to ̀ 42,129 over a period of 60 months.
Kotak Mahindra Prime Limited Security : Hire Purchase Facilities are secured by hypothecation of - 0.83
Dhanlaxmi Bank respective vehicles financed. - 23.66
HDFC Bank - 7.88
TOTAL - 34.03
50
51
4 Reserves & Surplus
Particulars As at 31-Mar-15
`( in Lacs)
Securities Premium Account
As at 31-Mar-16
`( in Lacs)
Opening Balance 8,053.91 4,410.00
Add : Premium on shares issued during the year: 38,750.00 7,589.46
Less : Utilised during the year for
Issuing Bonus Shares - (3,379.86)
Writing off Share Issue Expenses (3,459.05) (565.69)
Closing Balance 43,344.86 8,053.91
Share Options Outstanding Account
Opening Balance 58.79 29.23
Add : Amounts recorded on grants during the year 125.62 155.18
Less : Deferred stock compensation expense 41.80 125.62
Closing Balance 142.61 58.79
General Reserve
Closing Balance 430.00 430.00
Surplus in Statement of Profit and Loss
Opening Balance 6,793.43 4,387.77
Add : Profit for the year 5,056.15 2,994.53
Less : Appropriations
Interim Dividend paid / Proposed Dividend 500.54 500.54
Dividend Distribution Tax on Interim / Proposed Dividend 115.47 88.33
Closing Balance 11,233.57 6,793.43
Total 55,151.04 15,336.13
5 Long Term Borrowings
As at 31-Mar-15
Particulars Total Non-Current Current
Portion Portion
` ( in Lacs) ` ( in Lacs) ` ( in Lacs)
Term loans (Secured)
from banks - - -
Maturities of finance lease
obligations - - -
- - - 6,412.90 4,915.56 1,497.33
Less: Amount disclosed
under the head "Other
Current Liability” (Note 9) - - - 1,497.33 - 1,497.33
Total - - - 4,915.57 4,915.57 -
As at 31-Mar-16
Total Non-Current Current
Portion Portion
` ( in Lacs) ` ( in Lacs) ` ( in Lacs)
6,378.87 4,912.61 1,466.26
34.03 2.96 31.07
Notes :
(I) Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured long-term borrowings:
Particulars Terms of repayment and security As at
31-Mar-15
` ( in Lacs)
Secured
As at
31-Mar-16
` ( in Lacs)
Secured
Term loans from banks:
Union Bank of India (UBI) Terms of Repayment: - 6,378.87
Union Bank :- Monthly repayment of ̀ 126.02 Lacs* (PY: ̀ 49.96
Lacs ) carrying interest rate of 3.5% over base rate.
* includes monthly repayment of ` 62.50 Lacs starting from
April-2015.
New Term Loan of ` 4500.00 Lacs sanctioned during Sep-14 &
carries interest @ 3.5% over base rate, it is repayable in 72
monthly installments of ` 62.50 Lacs each starting from
April-2015
Security : Term loans from UBI are secured by a first and exclusive
charge over plant and machinery, (Unencumbered) immovable
and movable assets of Company situated at Varanasi & Vadodara
Plant, including,
a) Equitable mortgage of Plot No E-93 and E-94, Building No. E-
62 of Manjusar GIDC, Savli Road, Baroda, Gujarat in the name of
the Company.
b) Equitable Mortgage of Residential premises at W-402, Rio Vista
residence, Old Padra Road, Baroda and
c) Flat No B-7, Nizampura, Baroda in the name of Mr. Dhirendra
Singh (Chairman & Managing Director)
d) Equitable Mortgage of residential premises at Flat No F-2/335,
Vaikunthdham Co-op Housing Society, Manjalpur, Baroda in the
name of Mr. Vijay Panchal
e) Equitable Mortgage of Industrial Land and factory building at
A-7 and A-8, Industrial Park, Varanasi, UP in the name of the
Company.
f) Equitable Mortage of Land and factory building situated at Plot
No.1774 & 1768, Manjusar, Savli Road, Vadodara.
g) Personal Guarantee of 4 (Four) Directors & Mr. Vijay Panchal and
corporate guarantee of M/s. Manpasand Snacks & Beverages Ltd.
Maturities of finance lease obligations
Tata Capital Limited Terms of Repayment: - 1.66
The vehicle loans were secured by hypothecation of the related
vehicles. The same are repayable in equated monthly installments
varying from ̀ 8,600 to ̀ 42,129 over a period of 60 months.
Kotak Mahindra Prime Limited Security : Hire Purchase Facilities are secured by hypothecation of - 0.83
Dhanlaxmi Bank respective vehicles financed. - 23.66
HDFC Bank - 7.88
TOTAL - 34.03
50
53
Notes :
(I) Details of security for the secured short-term borrowings:
Particulars Terms of repayment and security As at
31-Mar-15
` ( in Lacs)
As at
31-Mar-16
` ( in Lacs)
Loans repayable on
demand- from banks: Terms of Repayment: - 5,250.00
Union Bank of India Cash Credit from banks is secured by hypothecation of all current
assets of the Company, present and future, such as inventories,
receivables, loans and advances, etc. CC are further secured by
second pari passu charge over movable assets lying at premises in
Manjusar or in godowns including Equitable mortgage of Plot No
E-93 and E-94, Building No. E-62 of Manjusar GIDC, Savli Road,
Baroda, Gujarat in the name of the company.
Equitable Mortgage of Residential premises at W-402, Rio Vista
residence, Old Padra Road, Baroda and Flat No B-7, Nizampura,
Baroda in the name of Mr. Dhirendra Singh (Managing Director)
Equitable Mortgage of residential premises at Flat No F-2/335,
Vaikunthdham Co-op Housing Society, Manjalpur, Baroda in the
name of Mr. Vijay Panchal
Equitable Mortgage of Industrial Land and factory building at A-7
and A-8, Industrial Park, Varanasi, UP in the name of the company.
Equitable Mortage of Land and factory building situated at Plot
No.1774 & 1768, Manjusar, Savli Road, Vadodara. Personal
Guarantee of 4 (Four) Directors & Mr. Vijay Panchal and corporate
guarantee of M/s. Manpasand Snacks & Beverages Ltd.
*The outstanding Cash Credit Account is fully repaid as onst31 March, 2016.
TOTAL - 5,250.00
6 Long Term Provisions
Particulars As at 31-Mar-15
`( in Lacs)
Provision for employee benefits
As at 31-Mar-16
`( in Lacs)
Provision for gratuity (funded) (Refer Note 28.1) - 35.15
TOTAL - 35.15
7 Short Term Borrowings
Particulars As at 31-Mar-15
`( in Lacs)
From Banks (Secured)
As at 31-Mar-16
`( in Lacs)
Cash Credit Account - 5,250.00
TOTAL - 5,250.00
8 Trade Payables
Particulars As at 31-Mar-15
`( in Lacs)
Trade Payables
As at 31-Mar-16
`( in Lacs)
Dues to Micro and Small Enterprises - -
Other Trade Payables 4,504.88 2,056.47
TOTAL 4,504.88 2,056.47
Notes :
Dues outstanding to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
by the management.
9 Other Current Liabilities
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Current maturities of long-term debts (Refer Note 5) - 1,466.26
Current maturities of finance lease obligation (Refer Note 5) - 31.07
Interest Due - 27.89
Interest Accrued but not due - 29.86
Installment Due - 126.11
Payable on purchase of Fixed Assets 123.29 189.89
Advance from customers 975.84 819.20
Unclaimed Dividend 0.03 -
Application money received for allotment of share & due for refund 0.41 -
Other Liabilities
Balance Payable to Government Authorities 196.84 69.76
TOTAL 1,296.41 2,760.04
10 Short Term Provisions
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
A. Provision for employee benefits
Gratuity (funded) (Ref Note 28.1) 6.26 0.76
B. Provision Others
Provision for Tax (Net of Advance tax ) 25.44 350.80
Provision for proposed dividend - 500.54
Provision for tax on proposed/interim dividends 101.90 88.33
TOTAL 133.60 940.43
52
53
Notes :
(I) Details of security for the secured short-term borrowings:
Particulars Terms of repayment and security As at
31-Mar-15
` ( in Lacs)
As at
31-Mar-16
` ( in Lacs)
Loans repayable on
demand- from banks: Terms of Repayment: - 5,250.00
Union Bank of India Cash Credit from banks is secured by hypothecation of all current
assets of the Company, present and future, such as inventories,
receivables, loans and advances, etc. CC are further secured by
second pari passu charge over movable assets lying at premises in
Manjusar or in godowns including Equitable mortgage of Plot No
E-93 and E-94, Building No. E-62 of Manjusar GIDC, Savli Road,
Baroda, Gujarat in the name of the company.
Equitable Mortgage of Residential premises at W-402, Rio Vista
residence, Old Padra Road, Baroda and Flat No B-7, Nizampura,
Baroda in the name of Mr. Dhirendra Singh (Managing Director)
Equitable Mortgage of residential premises at Flat No F-2/335,
Vaikunthdham Co-op Housing Society, Manjalpur, Baroda in the
name of Mr. Vijay Panchal
Equitable Mortgage of Industrial Land and factory building at A-7
and A-8, Industrial Park, Varanasi, UP in the name of the company.
Equitable Mortage of Land and factory building situated at Plot
No.1774 & 1768, Manjusar, Savli Road, Vadodara. Personal
Guarantee of 4 (Four) Directors & Mr. Vijay Panchal and corporate
guarantee of M/s. Manpasand Snacks & Beverages Ltd.
*The outstanding Cash Credit Account is fully repaid as onst31 March, 2016.
TOTAL - 5,250.00
6 Long Term Provisions
Particulars As at 31-Mar-15
`( in Lacs)
Provision for employee benefits
As at 31-Mar-16
`( in Lacs)
Provision for gratuity (funded) (Refer Note 28.1) - 35.15
TOTAL - 35.15
7 Short Term Borrowings
Particulars As at 31-Mar-15
`( in Lacs)
From Banks (Secured)
As at 31-Mar-16
`( in Lacs)
Cash Credit Account - 5,250.00
TOTAL - 5,250.00
8 Trade Payables
Particulars As at 31-Mar-15
`( in Lacs)
Trade Payables
As at 31-Mar-16
`( in Lacs)
Dues to Micro and Small Enterprises - -
Other Trade Payables 4,504.88 2,056.47
TOTAL 4,504.88 2,056.47
Notes :
Dues outstanding to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
by the management.
9 Other Current Liabilities
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Current maturities of long-term debts (Refer Note 5) - 1,466.26
Current maturities of finance lease obligation (Refer Note 5) - 31.07
Interest Due - 27.89
Interest Accrued but not due - 29.86
Installment Due - 126.11
Payable on purchase of Fixed Assets 123.29 189.89
Advance from customers 975.84 819.20
Unclaimed Dividend 0.03 -
Application money received for allotment of share & due for refund 0.41 -
Other Liabilities
Balance Payable to Government Authorities 196.84 69.76
TOTAL 1,296.41 2,760.04
10 Short Term Provisions
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
A. Provision for employee benefits
Gratuity (funded) (Ref Note 28.1) 6.26 0.76
B. Provision Others
Provision for Tax (Net of Advance tax ) 25.44 350.80
Provision for proposed dividend - 500.54
Provision for tax on proposed/interim dividends 101.90 88.33
TOTAL 133.60 940.43
52
55
11 Fixed Assets
GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK
(` in Lacs)
Deprecia- Elimina-
Description As at Additions Disposals As at As at tion /Amor tion on As at As at
1-Apr-15 31-Mar-16 1-Apr-15 tisation for disposal 31-Mar-16 31-Mar-15
the period of assets
As at
31-Mar-16
A) Tangible Assets
Land (Lease Hold) 267.26 - - 267.26 6.50 3.71 - 10.21 257.05 260.76
Land (Free Hold) 347.87 1,306.82 - 1,654.69 - - - - 1,654.69 347.87
Factory Buildings 1,615.10 3,545.94 - 5,161.04 423.16 434.80 - 857.96 4,303.08 1,191.94
Plant and Equipment 10,795.62 19,217.20 216.79 29,796.03 4,302.63 5,179.19 152.96 9,328.86 20,467.17 6,492.99
Furniture and Fixtures 98.44 36.47 27.53 107.38 47.73 22.36 20.36 49.73 57.65 50.71
Vehicles 235.36 5.41 0.19 240.58 152.38 29.12 0.13 181.37 59.21 82.98
Office equipment 52.91 3.54 23.56 32.89 28.18 11.47 20.92 18.73 14.16 24.73
Computers 25.51 30.61 13.01 43.11 19.92 21.34 12.78 28.48 14.63 5.59
Sub Total (A) 13,438.07 24,145.99 281.08 37,302.98 4,980.50 5,701.99 207.15 10,475.34 26,827.64 8,457.57
Previous Years Figures 12,122.60 1,315.47 - 13,438.07 2,931.59 2,048.91 - 4,980.50 8,457.57 9,191.01
B) Intangible Assets
Computer Software 16.49 10.40 7.86 19.03 7.60 6.58 4.10 10.08 8.95 8.89
Sub Total (B) 16.49 10.40 7.86 19.03 7.60 6.58 4.10 10.08 8.95 8.89
Previous Years Figures 6.52 9.97 - 16.49 3.61 3.99 - 7.60 8.89 2.91
Total (A + B) 13,454.56 24,156.55 288.94 37,322.01 4,988.10 5,708.57 211.25 10,485.42 26,836.59 8,466.46
Previous Years Figure 12,129.12 1,325.44 - 13,454.56 2,935.20 2,052.90 - 4,988.10 8,466.46 9,193.92
12 Long Term Loans and Advances
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Capital Advances 395.96 1,581.96
Security Deposits 69.12 66.98
MAT credit entitlement 1,511.75 909.64
TOTAL 1,976.83 2,558.58
13 Current Investment
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Investment in Mutual Funds (Quoted)
Union KBC Dynamic Bond Fund 60.00 -
Union KBC Asset Allocation Fund - Moderate -Growth 3.00 3.00
TOTAL 63.00 3.00
Aggregate market value of quoted investments as on 31-Mar-16 is ` 64.98 (PY : ` 3.89)
14 Inventories
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Raw Materials (including Packing materials and consumables) 3,055.95 1,802.84
Finished goods 3,985.97 2,434.68
TOTAL 7,041.92 4,237.52
(At lower of cost and net realisable value)
15 Trade Receivables
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Trade receivables outstanding for a period exceeding six months from the date they are due for payment 1.52 9.74
1.52 9.74
Trade receivables outstanding for a period less than six months from the date they are due for payment 6,773.45 5,923.77
6,773.45 5,923.77
TOTAL 6,774.97 5,933.51
16 Cash and cash equivalents
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
(a) Cash on Hand 12.87 7.32
(b) Balances with banks
(i) In current accounts 421.83 341.53
(ii) In other deposit accounts with original maturity of more than 3 months 5,642.08 -
(iii) In earmarked accounts
- Unpaid dividend accounts 0.03 0.07
- Application Money Refund accounts 0.41 -
- Margin money (with original maturity of more than 3 months) 3,200.00 81.77
TOTAL 9,277.22 430.69
17 Short Term Loans and Advances
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Loans and advances to employees 10.09 2.80
Security Deposits 266.51 38.70
Prepaid expenses 163.59 -
Advance payment of tax - -
Advance to suppliers 157.41 195.21
Balance with Government Authorities
(i) CENVAT credit receivable - 0.14
(ii) VAT credit receivable 18.04 6.18
Advance to Others 0.20 0.76
TOTAL 615.84 243.79
54
55
11 Fixed Assets
GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK
(` in Lacs)
Deprecia- Elimina-
Description As at Additions Disposals As at As at tion /Amor tion on As at As at
1-Apr-15 31-Mar-16 1-Apr-15 tisation for disposal 31-Mar-16 31-Mar-15
the period of assets
As at
31-Mar-16
A) Tangible Assets
Land (Lease Hold) 267.26 - - 267.26 6.50 3.71 - 10.21 257.05 260.76
Land (Free Hold) 347.87 1,306.82 - 1,654.69 - - - - 1,654.69 347.87
Factory Buildings 1,615.10 3,545.94 - 5,161.04 423.16 434.80 - 857.96 4,303.08 1,191.94
Plant and Equipment 10,795.62 19,217.20 216.79 29,796.03 4,302.63 5,179.19 152.96 9,328.86 20,467.17 6,492.99
Furniture and Fixtures 98.44 36.47 27.53 107.38 47.73 22.36 20.36 49.73 57.65 50.71
Vehicles 235.36 5.41 0.19 240.58 152.38 29.12 0.13 181.37 59.21 82.98
Office equipment 52.91 3.54 23.56 32.89 28.18 11.47 20.92 18.73 14.16 24.73
Computers 25.51 30.61 13.01 43.11 19.92 21.34 12.78 28.48 14.63 5.59
Sub Total (A) 13,438.07 24,145.99 281.08 37,302.98 4,980.50 5,701.99 207.15 10,475.34 26,827.64 8,457.57
Previous Years Figures 12,122.60 1,315.47 - 13,438.07 2,931.59 2,048.91 - 4,980.50 8,457.57 9,191.01
B) Intangible Assets
Computer Software 16.49 10.40 7.86 19.03 7.60 6.58 4.10 10.08 8.95 8.89
Sub Total (B) 16.49 10.40 7.86 19.03 7.60 6.58 4.10 10.08 8.95 8.89
Previous Years Figures 6.52 9.97 - 16.49 3.61 3.99 - 7.60 8.89 2.91
Total (A + B) 13,454.56 24,156.55 288.94 37,322.01 4,988.10 5,708.57 211.25 10,485.42 26,836.59 8,466.46
Previous Years Figure 12,129.12 1,325.44 - 13,454.56 2,935.20 2,052.90 - 4,988.10 8,466.46 9,193.92
12 Long Term Loans and Advances
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Capital Advances 395.96 1,581.96
Security Deposits 69.12 66.98
MAT credit entitlement 1,511.75 909.64
TOTAL 1,976.83 2,558.58
13 Current Investment
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Investment in Mutual Funds (Quoted)
Union KBC Dynamic Bond Fund 60.00 -
Union KBC Asset Allocation Fund - Moderate -Growth 3.00 3.00
TOTAL 63.00 3.00
Aggregate market value of quoted investments as on 31-Mar-16 is ` 64.98 (PY : ` 3.89)
14 Inventories
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Raw Materials (including Packing materials and consumables) 3,055.95 1,802.84
Finished goods 3,985.97 2,434.68
TOTAL 7,041.92 4,237.52
(At lower of cost and net realisable value)
15 Trade Receivables
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Trade receivables outstanding for a period exceeding six months from the date they are due for payment 1.52 9.74
1.52 9.74
Trade receivables outstanding for a period less than six months from the date they are due for payment 6,773.45 5,923.77
6,773.45 5,923.77
TOTAL 6,774.97 5,933.51
16 Cash and cash equivalents
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
(a) Cash on Hand 12.87 7.32
(b) Balances with banks
(i) In current accounts 421.83 341.53
(ii) In other deposit accounts with original maturity of more than 3 months 5,642.08 -
(iii) In earmarked accounts
- Unpaid dividend accounts 0.03 0.07
- Application Money Refund accounts 0.41 -
- Margin money (with original maturity of more than 3 months) 3,200.00 81.77
TOTAL 9,277.22 430.69
17 Short Term Loans and Advances
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Unsecured, considered good
Loans and advances to employees 10.09 2.80
Security Deposits 266.51 38.70
Prepaid expenses 163.59 -
Advance payment of tax - -
Advance to suppliers 157.41 195.21
Balance with Government Authorities
(i) CENVAT credit receivable - 0.14
(ii) VAT credit receivable 18.04 6.18
Advance to Others 0.20 0.76
TOTAL 615.84 243.79
54
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Sale of products comprises
Manufactured & Traded goods
Mango Sip 44,101.06 30,690.44
Other Fruit Drinks ( Including Carbonated Fruit Drink) 11,509.45 5,218.86
Others 60.38 65.57
TOTAL 55,670.89 35,974.87
57
18 Other current assets
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Interest accrued but not due 104.00 -
TOTAL 104.00 -
19 Revenue from operations
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Sale of Products (Gross)
Domestic Sales 56,763.66 36,692.07
Less: Excise Duty 1,092.77 717.20
Net Sales 55,670.89 35,974.87
TOTAL 55,670.89 35,974.87
20 Other income
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Interest Income 906.93 36.49
Insurance Claim Received 4.43 -
Net gain on Redemption of Mutual funds 1.58 4.68
TOTAL 912.94 41.17
21 Cost of materials consumed
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Opening stock 1,802.84 1,704.56
Add: Purchases 35,051.22 20,596.02
36,854.06 22,300.58
Less: Closing stock 3,055.95 1,802.84
TOTAL 33,798.11 20,497.74
Material consumed comprises As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Mango Pulp 8,050.58 4,752.79
Sugar 7,073.39 4,244.86
Preform 5,443.00 3,259.29
Laminates 6,808.84 4,166.36
Others 6,602.30 4,074.44
TOTAL 33,978.11 20,497.74
22 Purchase of stock in trade (traded goods)
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Purchase of Manufactured Goods 158.81 241.60
Purchase of Refrigerator/Ice-box 148.32 177.76
TOTAL 307.13 419.36
23 Changes in Inventories of finished goods
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Inventories at the end of the Period:
Finished goods 3,985.97 2,434.68
3,985.97 2,434.68
Inventories at the beginning of the Period:
Finished goods 2,434.68 2,455.09
2,434.68 2,455.09
Net (increase) / decrease (1,551.29) 20.41
56
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Sale of products comprises
Manufactured & Traded goods
Mango Sip 44,101.06 30,690.44
Other Fruit Drinks ( Including Carbonated Fruit Drink) 11,509.45 5,218.86
Others 60.38 65.57
TOTAL 55,670.89 35,974.87
57
18 Other current assets
Particulars As at 31-Mar-15
`( in Lacs)
As at 31-Mar-16
`( in Lacs)
Interest accrued but not due 104.00 -
TOTAL 104.00 -
19 Revenue from operations
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Sale of Products (Gross)
Domestic Sales 56,763.66 36,692.07
Less: Excise Duty 1,092.77 717.20
Net Sales 55,670.89 35,974.87
TOTAL 55,670.89 35,974.87
20 Other income
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Interest Income 906.93 36.49
Insurance Claim Received 4.43 -
Net gain on Redemption of Mutual funds 1.58 4.68
TOTAL 912.94 41.17
21 Cost of materials consumed
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Opening stock 1,802.84 1,704.56
Add: Purchases 35,051.22 20,596.02
36,854.06 22,300.58
Less: Closing stock 3,055.95 1,802.84
TOTAL 33,798.11 20,497.74
Material consumed comprises As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Mango Pulp 8,050.58 4,752.79
Sugar 7,073.39 4,244.86
Preform 5,443.00 3,259.29
Laminates 6,808.84 4,166.36
Others 6,602.30 4,074.44
TOTAL 33,978.11 20,497.74
22 Purchase of stock in trade (traded goods)
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Purchase of Manufactured Goods 158.81 241.60
Purchase of Refrigerator/Ice-box 148.32 177.76
TOTAL 307.13 419.36
23 Changes in Inventories of finished goods
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Inventories at the end of the Period:
Finished goods 3,985.97 2,434.68
3,985.97 2,434.68
Inventories at the beginning of the Period:
Finished goods 2,434.68 2,455.09
2,434.68 2,455.09
Net (increase) / decrease (1,551.29) 20.41
56
59
24 Employee Benefits Expenses
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Salaries and Wages 1,409.90 784.71
Contributions to provident fund 27.77 22.41
Expense on Employee Stock Option Scheme 83.82 58.78
Staff Welfare Expenses 64.20 42.79
TOTAL 1,585.69 908.69
25 Finance Costs
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Interest expense on:
(I) Borrowings 528.53 969.67
(ii) Others 33.68 83.87
Other borrowing costs 9.36 11.22
TOTAL 571.57 1,064.76
26 Other Expenses
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Power and fuel 1,043.44 565.20
Excise duty 859.31 142.95
Labour charges 269.67 252.94
Water charges 13.80 11.79
Repairs & maintenance
building 158.35 51.34
plant & machinery 523.64 235.01
others 77.98 15.01
Rent rates & taxes 95.36 124.13
Insurance 26.96 34.00
Legal and professional 20.08 64.23
Business promotion expenses 2,673.67 3,318.74
Branding and advertisement expenses 2,827.73 866.15
Sales commission, discount and fees 227.48 908.47
Sales tax expenses 302.98 297.25
Service tax expenses 70.56 33.34
Payments to auditors (Refer Note (i) below) 17.86 6.74
Travelling expense 183.35 142.83
Carriage outwards 442.76 223.44
26 Contd.
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Damages 78.73 144.29
Miscellaneous Expenses 525.10 280.04
Loss on sale of fixed assets 50.92 -
TOTAL 10,489.73 7,717.89
Note
(i) Payments to the auditors comprises (gross of service tax):
For statutory audit 17.17 6.74
For other services 0.69 -
TOTAL 17.86 6.74
27 Additional information to the financial statements
st 27.1 The Company's business operations, which were being carried out in a different entity, had been taken over w.e.f. 1 April, 2011. Such takeover
includes:
As at
Particulars Balance held in name of 31-Mar-15
` (In Lacs)
Loans from Bank and others
KMPL CF-6884222 Mr.Dhirendra Singh - 0.83
TCL A/C. NO.7000090483 (Indigo - MUM) - 0.61
TOTAL - 1.44
As at
27.2 Contingent liabilities and commitments 31-Mar-15
` (In Lacs)
Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for 1,575.58 3,908.81
EPCG - Custom Duty [secured against bank guarantee of ̀ 180.84 Lacs (PY ̀ 180.84 Lacs)] 180.84 180.84
Disputed Income Tax demand - Disputed by Company 7.92 --
As at
31-Mar-16
` (In Lacs)
As at
31-Mar-16
` (In Lacs)
28 Disclosures under Accounting Standards
28.1 Employee benefit plans
28.1 a Defined contribution plans
The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is
required to contribute a specified percentage of the payroll costs to fund the benefit. The Company recognised ` 27.77 Lacs (Previous Year
` 22.41 Lacs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are
at rates specified in the rules of the scheme.
58
59
24 Employee Benefits Expenses
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Salaries and Wages 1,409.90 784.71
Contributions to provident fund 27.77 22.41
Expense on Employee Stock Option Scheme 83.82 58.78
Staff Welfare Expenses 64.20 42.79
TOTAL 1,585.69 908.69
25 Finance Costs
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Interest expense on:
(I) Borrowings 528.53 969.67
(ii) Others 33.68 83.87
Other borrowing costs 9.36 11.22
TOTAL 571.57 1,064.76
26 Other Expenses
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Power and fuel 1,043.44 565.20
Excise duty 859.31 142.95
Labour charges 269.67 252.94
Water charges 13.80 11.79
Repairs & maintenance
building 158.35 51.34
plant & machinery 523.64 235.01
others 77.98 15.01
Rent rates & taxes 95.36 124.13
Insurance 26.96 34.00
Legal and professional 20.08 64.23
Business promotion expenses 2,673.67 3,318.74
Branding and advertisement expenses 2,827.73 866.15
Sales commission, discount and fees 227.48 908.47
Sales tax expenses 302.98 297.25
Service tax expenses 70.56 33.34
Payments to auditors (Refer Note (i) below) 17.86 6.74
Travelling expense 183.35 142.83
Carriage outwards 442.76 223.44
26 Contd.
Particulars As at 31-Mar-15
`( in Lacs)
For the year ended
As at 31-Mar-16
`( in Lacs)
For the year ended
Damages 78.73 144.29
Miscellaneous Expenses 525.10 280.04
Loss on sale of fixed assets 50.92 -
TOTAL 10,489.73 7,717.89
Note
(i) Payments to the auditors comprises (gross of service tax):
For statutory audit 17.17 6.74
For other services 0.69 -
TOTAL 17.86 6.74
27 Additional information to the financial statements
st 27.1 The Company's business operations, which were being carried out in a different entity, had been taken over w.e.f. 1 April, 2011. Such takeover
includes:
As at
Particulars Balance held in name of 31-Mar-15
` (In Lacs)
Loans from Bank and others
KMPL CF-6884222 Mr.Dhirendra Singh - 0.83
TCL A/C. NO.7000090483 (Indigo - MUM) - 0.61
TOTAL - 1.44
As at
27.2 Contingent liabilities and commitments 31-Mar-15
` (In Lacs)
Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for 1,575.58 3,908.81
EPCG - Custom Duty [secured against bank guarantee of ̀ 180.84 Lacs (PY ̀ 180.84 Lacs)] 180.84 180.84
Disputed Income Tax demand - Disputed by Company 7.92 --
As at
31-Mar-16
` (In Lacs)
As at
31-Mar-16
` (In Lacs)
28 Disclosures under Accounting Standards
28.1 Employee benefit plans
28.1 a Defined contribution plans
The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is
required to contribute a specified percentage of the payroll costs to fund the benefit. The Company recognised ` 27.77 Lacs (Previous Year
` 22.41 Lacs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are
at rates specified in the rules of the scheme.
58
61
28.1 b Defined benefit plans
The Company offers the employee benefit scheme of gratuity to its employees.
The following table sets out the funded status of the defined benefit scheme and the amount recognised in the financial statements:
28 Contd.
As at
Particulars 31-Mar-15
` (In Lacs)
I Expense recognized in Profit & Loss Account
a. Current Service Cost 27.27 2.45
b. Interest cost 2.77 0.51
c. Expected return on plan assets - -
d. Actuarial (Gain)/Loss on obligation (1.71) (4.12)
e. Net expense recognised in Profit & Loss Account 28.33 (1.16)
II Changes in Obligation
a. Opening Obligation 35.91 37.07
b. Current service cost 27.27 2.45
c. Interest cost 2.77 0.51
d. Actuarial (Gain)/Loss on obligation (1.71) (4.12)
e. Benefits Paid - -
f. Closing Obligation 64.24 35.91
III Changes in Plan Assets
a. Opening Fair Value of Plan Assets - -
b. Expected return on Plan assets - -
c. Actuarial Gain/(Loss) - -
d. Contributions 57.25 -
e. Benefits Paid - -
f. Actual return on plan assets 0.73 -
g. Closing Fair Value of Plan Assets 57.98 -
IV Net Assets / Liabilities recognised in the Balance Sheet
a. PV of Obligation 64.24 35.91
b. Fair Value of Plan Assets 57.98 -
c. Net Liabilities / (Assets) recognised in the Balance Sheet 6.26 35.91
V Principal Actuarial Assumptions
a. Discount rate (Refer Note-1) 8.05% 7.80%
b. Rate of return on Plan Assets 8.05% NA
c. Expected increase in salary costs (Refer Note-2) 7.00% 7.00%
1 Discount rate is determined by reference to market yields at the Balance Sheet date on Govt. Bonds, where the currency and terms of the
Govt. Bonds are consistent with the currency and estimated terms for the benefit obligation.
2 The estimate of future salary increases considered in actuarial valuation take into account inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
3 Break up of Non Current and Current Liability for Gratuity as per the valuation:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Non Current - Long term Liability - 35.15
Current - Short Term Liability 6.26 0.76
Total Liability 6.26 35.91
As at
31-Mar-16
` (In Lacs)
For the year ended
31-Mar-16
` (In Lacs)
28.2 Segment Reporting:
Business Segment: The Company is engaged in the business of manufacturing of fruit juices in the beverages segments which as per the
Accounting Standard (AS 17) ‘Segment Reporting’ is considered the only reportable segment.
28.3 Related party transactions
28.3 a Details of related parties
Description of relationship Names of related parties
Key Management Personnel Mr.Dhirendra Singh (Chairman and Managing Director)
Mr.Abhishek Singh (Whole Time Director)
Mr.Paresh Thakkar (Chief Financial Officer)
Mr.Bhavesh Jingar (Company Secretary)
Other Related Parties
Significant Influence SAIF Partners IV Limited
Significant Influence Manpasand Snack & Beverages Limited
Significant Influence M-Tel Electronics Private Limited
Significant Influence X-Cite Nutritions Private Limited
Hindu Undivided Family where KMP is the Karta D H Singh - HUF
Relative of key management personnel Mrs. Sushma Singh
Relative of key management personnel Mrs. Tetradevi
Relative of key management personnel Mr.Harshvardhan Singh
Relative of key management personnel Mr. Satyendra Singh
Relative of key management personnel Mr.Dharmendra Singh
Relative of key management personnel Mr.Gyanendra Singh
Note: Related parties have been identified by the Management.
28.3 b Details of related party transactions during the year ended and balances outstanding as at:
As at / year ended
Particulars Relationship 31-Mar-15
` (In Lacs)
Remuneration Paid
Management KMP 97.14 92.60
Management KMP Relatives 36.00 50.00
As at / year ended
31-Mar-16
` (In Lacs)
for the year ended
31-Mar-16
` (In Lacs)
For the year ended
Particulars Nature 31-Mar-15
` (In Lacs)
Trade Payables:
Dhirendra Singh KMP 0.63 10.46
Abhishek Singh KMP 1.11 10.16
Dharmendra Singh KMP Relatives 4.99 3.23
Capital Advances
U K Agro KMP significant influence - 800.00
28 Contd.
60
61
28.1 b Defined benefit plans
The Company offers the employee benefit scheme of gratuity to its employees.
The following table sets out the funded status of the defined benefit scheme and the amount recognised in the financial statements:
28 Contd.
As at
Particulars 31-Mar-15
` (In Lacs)
I Expense recognized in Profit & Loss Account
a. Current Service Cost 27.27 2.45
b. Interest cost 2.77 0.51
c. Expected return on plan assets - -
d. Actuarial (Gain)/Loss on obligation (1.71) (4.12)
e. Net expense recognised in Profit & Loss Account 28.33 (1.16)
II Changes in Obligation
a. Opening Obligation 35.91 37.07
b. Current service cost 27.27 2.45
c. Interest cost 2.77 0.51
d. Actuarial (Gain)/Loss on obligation (1.71) (4.12)
e. Benefits Paid - -
f. Closing Obligation 64.24 35.91
III Changes in Plan Assets
a. Opening Fair Value of Plan Assets - -
b. Expected return on Plan assets - -
c. Actuarial Gain/(Loss) - -
d. Contributions 57.25 -
e. Benefits Paid - -
f. Actual return on plan assets 0.73 -
g. Closing Fair Value of Plan Assets 57.98 -
IV Net Assets / Liabilities recognised in the Balance Sheet
a. PV of Obligation 64.24 35.91
b. Fair Value of Plan Assets 57.98 -
c. Net Liabilities / (Assets) recognised in the Balance Sheet 6.26 35.91
V Principal Actuarial Assumptions
a. Discount rate (Refer Note-1) 8.05% 7.80%
b. Rate of return on Plan Assets 8.05% NA
c. Expected increase in salary costs (Refer Note-2) 7.00% 7.00%
1 Discount rate is determined by reference to market yields at the Balance Sheet date on Govt. Bonds, where the currency and terms of the
Govt. Bonds are consistent with the currency and estimated terms for the benefit obligation.
2 The estimate of future salary increases considered in actuarial valuation take into account inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.
3 Break up of Non Current and Current Liability for Gratuity as per the valuation:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Non Current - Long term Liability - 35.15
Current - Short Term Liability 6.26 0.76
Total Liability 6.26 35.91
As at
31-Mar-16
` (In Lacs)
For the year ended
31-Mar-16
` (In Lacs)
28.2 Segment Reporting:
Business Segment: The Company is engaged in the business of manufacturing of fruit juices in the beverages segments which as per the
Accounting Standard (AS 17) ‘Segment Reporting’ is considered the only reportable segment.
28.3 Related party transactions
28.3 a Details of related parties
Description of relationship Names of related parties
Key Management Personnel Mr.Dhirendra Singh (Chairman and Managing Director)
Mr.Abhishek Singh (Whole Time Director)
Mr.Paresh Thakkar (Chief Financial Officer)
Mr.Bhavesh Jingar (Company Secretary)
Other Related Parties
Significant Influence SAIF Partners IV Limited
Significant Influence Manpasand Snack & Beverages Limited
Significant Influence M-Tel Electronics Private Limited
Significant Influence X-Cite Nutritions Private Limited
Hindu Undivided Family where KMP is the Karta D H Singh - HUF
Relative of key management personnel Mrs. Sushma Singh
Relative of key management personnel Mrs. Tetradevi
Relative of key management personnel Mr.Harshvardhan Singh
Relative of key management personnel Mr. Satyendra Singh
Relative of key management personnel Mr.Dharmendra Singh
Relative of key management personnel Mr.Gyanendra Singh
Note: Related parties have been identified by the Management.
28.3 b Details of related party transactions during the year ended and balances outstanding as at:
As at / year ended
Particulars Relationship 31-Mar-15
` (In Lacs)
Remuneration Paid
Management KMP 97.14 92.60
Management KMP Relatives 36.00 50.00
As at / year ended
31-Mar-16
` (In Lacs)
for the year ended
31-Mar-16
` (In Lacs)
For the year ended
Particulars Nature 31-Mar-15
` (In Lacs)
Trade Payables:
Dhirendra Singh KMP 0.63 10.46
Abhishek Singh KMP 1.11 10.16
Dharmendra Singh KMP Relatives 4.99 3.23
Capital Advances
U K Agro KMP significant influence - 800.00
28 Contd.
60
63
28.5 Deferred tax liability (Major component of Deferred tax balance is set out below):
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Deferred Tax Liability: (A)
i) Difference in Depreciation - -
Deferred Tax Assets: (B)
i) Other timing differences (7.36) (12.43)
Net Deferred Tax Liability / (Asset) (A - B) (7.36) (12.43)
For the year ended
31-Mar-16
` (In Lacs)
28.4 Earnings Per Share (Basic)
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Profit for the year attributable to Equity Shareholders 5,056.15 2,994.53
Weighted average number of equity shares outstanding during the period 4,68,43,617 3,18,12,030
Basic Earning Per Share (`) 10.79 9.41
Face Value Per Share 10.00 10.00
Earnings Per Share (Diluted)
Profit for the year 5,056.15 2,994.53
Weighted average number of equity shares for Basic EPS 4,68,43,617 3,18,12,030
Add
a. Dilutive potential equity shares outstanding during the period - 56,48,453
b. Dilutive Employee Share Options 69,553 28,263
c. Impact of bonus preference shares issued
Weighted average number of equity shares for Diluted EPS 4,69,13,170 3,74,88,746
Diluted Earning Per Share (`) 10.78 7.99
Face Value Per Share 10.00 10.00
For the year ended
31-Mar-16
` (In Lacs)
28 Contd.
28.6 Capital Work In Progress includes preoperative expenditure pending allocation to projects under implementation, the break up
of which is as under:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Preoperative Expenses
Opening Balance 410.32 -
Add: Interest and Finance Charges - 280.02
Other Expenses 16.79 130.30
Less: Capitalised during the period (410.32) -
Closing Balance 16.79 410.32
For the year ended
31-Mar-16
` (In Lacs)
28.7 Value of Imports calculated on CIF Basis
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Raw Materials 51.90 -
Total 51.90 -
For the year ended
31-Mar-16
` (In Lacs)
28 Contd.
28.6 Capital Work In Progress includes preoperative expenditure pending allocation to projects under implementation, the break up
of which is as under:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Preoperative Expenses
Opening Balance 410.32 -
Add: Interest and Finance Charges - 280.02
Other Expenses 16.79 130.30
Less: Capitalised during the period (410.32) -
Closing Balance 16.79 410.32
For the year ended
31-Mar-16
` (In Lacs)
28.7 Value of Imports calculated on CIF Basis
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Raw Materials 51.90 -
Total 51.90 -
For the year ended
31-Mar-16
` (In Lacs)
62
63
28.5 Deferred tax liability (Major component of Deferred tax balance is set out below):
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Deferred Tax Liability: (A)
i) Difference in Depreciation - -
Deferred Tax Assets: (B)
i) Other timing differences (7.36) (12.43)
Net Deferred Tax Liability / (Asset) (A - B) (7.36) (12.43)
For the year ended
31-Mar-16
` (In Lacs)
28.4 Earnings Per Share (Basic)
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Profit for the year attributable to Equity Shareholders 5,056.15 2,994.53
Weighted average number of equity shares outstanding during the period 4,68,43,617 3,18,12,030
Basic Earning Per Share (`) 10.79 9.41
Face Value Per Share 10.00 10.00
Earnings Per Share (Diluted)
Profit for the year 5,056.15 2,994.53
Weighted average number of equity shares for Basic EPS 4,68,43,617 3,18,12,030
Add
a. Dilutive potential equity shares outstanding during the period - 56,48,453
b. Dilutive Employee Share Options 69,553 28,263
c. Impact of bonus preference shares issued
Weighted average number of equity shares for Diluted EPS 4,69,13,170 3,74,88,746
Diluted Earning Per Share (`) 10.78 7.99
Face Value Per Share 10.00 10.00
For the year ended
31-Mar-16
` (In Lacs)
28 Contd.
28.6 Capital Work In Progress includes preoperative expenditure pending allocation to projects under implementation, the break up
of which is as under:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Preoperative Expenses
Opening Balance 410.32 -
Add: Interest and Finance Charges - 280.02
Other Expenses 16.79 130.30
Less: Capitalised during the period (410.32) -
Closing Balance 16.79 410.32
For the year ended
31-Mar-16
` (In Lacs)
28.7 Value of Imports calculated on CIF Basis
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Raw Materials 51.90 -
Total 51.90 -
For the year ended
31-Mar-16
` (In Lacs)
28 Contd.
28.6 Capital Work In Progress includes preoperative expenditure pending allocation to projects under implementation, the break up
of which is as under:
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Preoperative Expenses
Opening Balance 410.32 -
Add: Interest and Finance Charges - 280.02
Other Expenses 16.79 130.30
Less: Capitalised during the period (410.32) -
Closing Balance 16.79 410.32
For the year ended
31-Mar-16
` (In Lacs)
28.7 Value of Imports calculated on CIF Basis
For the year ended
Particulars 31-Mar-15
` (In Lacs)
Raw Materials 51.90 -
Total 51.90 -
For the year ended
31-Mar-16
` (In Lacs)
62
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
65
28.8 The Company completed its Initial Public Offering (IPO) of 12,500,000 Equity Shares of ̀ 10/- each at a price of ̀ 320/- per Equity Share and the
said shares were listed on National Stock Exchange of India Limited and BSE Limited on July 9, 2015.
Details of Utilisation of IPO Proceeds are as follows:
(` In Lakhs)
Sr. Objects of the Unutilised
No. Particulars issue as per amount as
prospectus at March 31, 2016 *
A Setting-up of a new manufacturing facility in the state of Haryana 15,322.90 13,639.20 1,683.70
B Modernisation of our existing manufacturing facilities at
Vadodara 1 Facility and Varanasi Facility 3,888.20 3,888.20 0.00
C Setting-up of a new corporate office at Vadodara 2,339.60 125.00 2,214.60
D Repayment / prepayment of certain borrowings
availed by the Company 10,090.00 10,090.00 0.00
E General corporate purposes 4,723.70 4,723.70 0.00
F Share Issue Expenses 3,635.60 3,635.60 0.00
Total 40,000.00 36,101.70 3,893.30
* Unutilised amount is kept in Fixed Deposits with Banks, the
same is reflected in Cash and Cash equivalent in Statement of stAssets and Liabilities as at 31 March 2016.
28.9 Employee Stock Option Scheme
The Company initiated the “Employee Stock Option Scheme 2014” for all eligible employees in pursuance of the special resolution approved by ththe Shareholders in the Annual General Meeting held on 14 August, 2014. The Scheme covers all directors and employees (except promoters or
those belonging to the promoter’s group, Independent Directors and Directors who either by himself or through his relatives or through any
body corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company). Under the Scheme, the Compensation
Committee of the Board, (the “ESOP Committee”), administers the Scheme and grants stock options to eligible directors or employees of the
Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall thlimit of 100,000 options and aggregate 2% of the issued capital as on 14 August, 2014. The vesting period shall extend up to thirty six months
from the date of the grant of option. The Committee decided the exercise price of `20 per equity share of `10 each as per clause 8.1 of SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as replaced by ""Securities and Exchange Board of
India"" (Share Based Employee Benefits) Regulations 2014.
Utilisation
Upto
March 31, 2016
Employee stock options details as on the balance sheet date are as follows:
Particulars For the year ended
31-Mar-15
Options Weighted average
exercise price
(Numbers) per option (`)
Option outstanding at the beginning of the year 1,00,000 20 1,00,000 20
Granted during the year - - - -
Vested during the year 30,000 20 40,000 20
Options outstanding at the end of the year 1,00,000 20 1,00,000 20
Options exercisable at the end of the year 70,000 - 40,000 -
The weighted average share price at the date of
exercise for stock options exercised during the year - - - -
Range of exercise price for options outstanding
at the end of the year - 20 - 20
Weighted average remaining contractual life for stoptions outstanding as at 31 March, 2016
28.10 Previous year's figures
Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
For the year ended
31-Mar-16
Options Weighted average
exercise price
(Numbers) per option (`)
28 Contd. 28 Contd.
64
In terms of our report attached
For Deloitte Haskins & SellsChartered Accountants
Gaurav J. ShahPartnerM. No: 35701
Place : VadodarathDate : 19 May, 2016
For and on Behalf of the Board of Directors
Abhishek D. SinghWhole time DirectorDIN: 01326637
Dhirendra H. Singh
DIN: 00626056Chairman & Managing Director
Place : VadodarathDate : 19 May, 2016
Paresh ThakkarChief Financial Officer
Bhavesh JingarCompany Secretary
65
28.8 The Company completed its Initial Public Offering (IPO) of 12,500,000 Equity Shares of ̀ 10/- each at a price of ̀ 320/- per Equity Share and the
said shares were listed on National Stock Exchange of India Limited and BSE Limited on July 9, 2015.
Details of Utilisation of IPO Proceeds are as follows:
(` In Lakhs)
Sr. Objects of the Unutilised
No. Particulars issue as per amount as
prospectus at March 31, 2016 *
A Setting-up of a new manufacturing facility in the state of Haryana 15,322.90 13,639.20 1,683.70
B Modernisation of our existing manufacturing facilities at
Vadodara 1 Facility and Varanasi Facility 3,888.20 3,888.20 0.00
C Setting-up of a new corporate office at Vadodara 2,339.60 125.00 2,214.60
D Repayment / prepayment of certain borrowings
availed by the Company 10,090.00 10,090.00 0.00
E General corporate purposes 4,723.70 4,723.70 0.00
F Share Issue Expenses 3,635.60 3,635.60 0.00
Total 40,000.00 36,101.70 3,893.30
* Unutilised amount is kept in Fixed Deposits with Banks, the
same is reflected in Cash and Cash equivalent in Statement of stAssets and Liabilities as at 31 March 2016.
28.9 Employee Stock Option Scheme
The Company initiated the “Employee Stock Option Scheme 2014” for all eligible employees in pursuance of the special resolution approved by ththe Shareholders in the Annual General Meeting held on 14 August, 2014. The Scheme covers all directors and employees (except promoters or
those belonging to the promoter’s group, Independent Directors and Directors who either by himself or through his relatives or through any
body corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company). Under the Scheme, the Compensation
Committee of the Board, (the “ESOP Committee”), administers the Scheme and grants stock options to eligible directors or employees of the
Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall thlimit of 100,000 options and aggregate 2% of the issued capital as on 14 August, 2014. The vesting period shall extend up to thirty six months
from the date of the grant of option. The Committee decided the exercise price of `20 per equity share of `10 each as per clause 8.1 of SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as replaced by ""Securities and Exchange Board of
India"" (Share Based Employee Benefits) Regulations 2014.
Utilisation
Upto
March 31, 2016
Employee stock options details as on the balance sheet date are as follows:
Particulars For the year ended
31-Mar-15
Options Weighted average
exercise price
(Numbers) per option (`)
Option outstanding at the beginning of the year 1,00,000 20 1,00,000 20
Granted during the year - - - -
Vested during the year 30,000 20 40,000 20
Options outstanding at the end of the year 1,00,000 20 1,00,000 20
Options exercisable at the end of the year 70,000 - 40,000 -
The weighted average share price at the date of
exercise for stock options exercised during the year - - - -
Range of exercise price for options outstanding
at the end of the year - 20 - 20
Weighted average remaining contractual life for stoptions outstanding as at 31 March, 2016
28.10 Previous year's figures
Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
For the year ended
31-Mar-16
Options Weighted average
exercise price
(Numbers) per option (`)
28 Contd. 28 Contd.
64
67
COMPANY’S LOCATION MAP
Manpasand Beverage Limited
vasad
DumadCrossing
Towards Mumbai
Towards Ahm
edabad
Sam
a-S
avl
i Ro
ad
Sama-Savli R
oad
VadodaraAirport
Dumad
Asoj
Amit NagarCircle Towards Vadodara Railway Sation / Alkapuri
ManjusarG.I.D.C.
ManjusarG.I.D.C.
ManjusarG.I.D.C.
ManjusarG.I.D.C.
[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014 - Form No. MGT-11]
Manpasand Beverages LimitedCIN :- L15549GJ2010PLC063283
E-62, Manjusar G.I.D.C., Savli Road, Vadodara - 391775, Ph. No. 02667-290290/91
[email protected] l www.manpasand.co.inth th5 Annual General Meeting - 5 September, 2016
Name of the members : ........................................................................................................................................
Registered Address : .........................................................................................................................................
Email Id : .........................................................................................................................................
Folio No./Client ID :
DP ID :
No. of Shares Held :.........................................................................................................................................
I / We, being the member(s) of the above named company, hereby appoint
Name: ........................................................................... Email: ............................................................................
Address:................................................................................................................................................................
.............................................................................................................................................................................
.................................................................
Signature: ....................................................................
or failing him / her
Name: .............................................................................. Email: ........................................................................
Address:................................................................................................................................................................
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Signature: ....................................................................
or failing him / her
Name: .............................................................................. Email: ........................................................................
Address:................................................................................................................................................................
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Signature: ....................................................................
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PROXY FORM
66
67
COMPANY’S LOCATION MAP
Manpasand Beverage Limited
vasad
DumadCrossing
Towards Mumbai
Towards Ahm
edabad
Sam
a-S
avl
i Ro
ad
Sama-Savli R
oad
VadodaraAirport
Dumad
Asoj
Amit NagarCircle Towards Vadodara Railway Sation / Alkapuri
ManjusarG.I.D.C.
ManjusarG.I.D.C.
ManjusarG.I.D.C.
ManjusarG.I.D.C.
[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014 - Form No. MGT-11]
Manpasand Beverages LimitedCIN :- L15549GJ2010PLC063283
E-62, Manjusar G.I.D.C., Savli Road, Vadodara - 391775, Ph. No. 02667-290290/91
[email protected] l www.manpasand.co.inth th5 Annual General Meeting - 5 September, 2016
Name of the members : ........................................................................................................................................
Registered Address : .........................................................................................................................................
Email Id : .........................................................................................................................................
Folio No./Client ID :
DP ID :
No. of Shares Held :.........................................................................................................................................
I / We, being the member(s) of the above named company, hereby appoint
Name: ........................................................................... Email: ............................................................................
Address:................................................................................................................................................................
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Signature: ....................................................................
or failing him / her
Name: .............................................................................. Email: ........................................................................
Address:................................................................................................................................................................
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Signature: ....................................................................
or failing him / her
Name: .............................................................................. Email: ........................................................................
Address:................................................................................................................................................................
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Signature: ....................................................................
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PROXY FORM
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Resolution(s)
thas my/our proxy to attend and vote (on a poll) for me/us on my/our behalf at the 5 Annual General Meeting of the thCompany, to be held on Monday, the 5 September, 2016 at 12.30 p.m. at 1768 - 1774/1, G.I.D.C., Estate, Manjusar,
Savli Road, Dist. Vadodara - 391775 and at any adjournment thereof in respect of such resolutions as are indicated
below:
Affix `1 Revenue
Stamp
Resolution
No. For Against Abstain
Ordinary Resolution
1 Adoption of Balance Sheet, Statement of Profit and Loss, Board's Report and Auditor's Report for the Financial year
stended 31 March, 2016
2 Re-appointment of Mr. Vishal Sood, who retire by Rotation
3 Re-appointment of Mr. Dhruv Agrawal, who retire by Rotation
4 Appointment of Auditors and fixing their remuneration.
Special Resolution
5 Revision in the remuneration of Mr. Dhirendra Singh, (DIN:- 00626056), Chairman & Managing Director of the Company
6 Revision in the remuneration of Mr. Abhishek Singh,
(DIN:- 01326637), Whole Time Director of the Company
7 Increase in authorised share capital of the Company
8 Raising of finance through issue of equity shares
Signed this _________ day of _________________, 2016.
_________________________
Signature of the Shareholder
_________________________
Signature of the Proxy holder(s)
Note: This form of proxy, in order to be effective, should be duly completed, signed and deposited at the registered office of the company,
not less than 48 hours before the commencement of the meeting.
Vote
68
