India's only listed pure-play beverage · PDF fileSurvey No. 1768 & 1774/1, Manjusar Village,...
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Transcript of India's only listed pure-play beverage · PDF fileSurvey No. 1768 & 1774/1, Manjusar Village,...
India's only listed pure-play beverage Company
and one of the leading fruit juice manufacturers.
Our spectacular growth is matched only by our
enthusiasm to ser ve our customers in the
chosen markets and segments. We are a proud
partner of India's growth story. Rooted deeply
in the Indian ethos, we value Indian culture and
values to the core. Our endeavour has been to
work with local partners and farmers to grow
and benefit along with us in this journey of value
co-creation.
Vadodara up-coming facility-3
From the CMD’s Desk
Concept Note
Differentiated Offering
Distribution Network
Notice
Boards’s Report
Independent Auditor’s Report
Statement of Profit & Loss
Statement of Cash-Flow
Accounting Policies
JOURNEY
Decoding the Code
Existing Facilities
Promotion & Branding
CSR Intiatives
Gramin Vikas Pariyojna
Management Discussion and Analysis Report
Balance Sheet
Proxy Form
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Mr. Dhirendra Singh Chairman & Managing Director
Mr. Abhishek Singh Whole Time Director
Mr. Vishal Sood Director
Mr. Bharat Vyas Independent Director
Mr. Chirag Doshi Independent Director
Ms. Bharti Naik Independent Director
Mr. Milind Babar Independent Director
Mr. Dhruv Agrawal Director
REGISTERED OFFICE
Survey No. 1768 & 1774/1, Manjusar Village, Savali, Vadodara - 391775.Tel. No. 02667-290290/91 • Email ID:- [email protected] • Website:- www.manpasand.co.inCIN:- L15549GJ2010PLC063283
FACTORIES
• E-93 & 94, Manjusar G.I.D.C., Savli Road, Vadodara-391776, Gujarat • A/7 & A/8, Agropark, Kharkhiyaon, Varanasi, Uttar Pradesh • Charba, Vikas Nagar, Dehradun, Uttrakhand • 1768 & 1774/1, Village Manjusar, Tal. Savli Vadodara. Gujarat – 391775 • Plot No. 122-125, Sector - II, SAHA Industrial Estate, Ambala, Haryana
REGISTRAR & SHARE TRANSFER AGENT
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 elephone: +91-40-67162222 Fax: +91-40-23001153 • Email: [email protected]: www.karvycomputershare.com • Toll Free No. 1800-3454-001
th06 ANNUAL GENERAL MEETINGthOn Friday, the 25 August 2017 at 12.30 P.M.
At Survey Number 1768 & 1774/1, Manjusar Village, Savli, Vadodara, Gujarat.
CHIEF FINANCIAL OFFICER
Mr. Paresh Thakkar
COMPANY SECRETARY
Mr. Bhavesh Jingar
AUDITORS
M/s. Deloitte Haskins & Sells, Vadodara
BANKERSUnion Bank of India • Bank of Baroda • ICICI Bank
BOARD OF DIRECTORS
Dhirendra Singh Chairman & Managing Director
Dear Stakeholders,
These are interesting times. Manpasand is busy scaling new heights. Having made a mark in the ever-growing beverage market of India, we have not only enhanced our geographical footprint but are also on-track with respect to the expansion projects. With work on four of our new manufacturing units in full swing, we intend to double our production capacity in the coming 12-18 months. Another defining development has been to enter the southern markets and strengthen our reach in South India.
Life is a journey. Business is no different. It reflects life and collective human endeavours as well as their progress. This is where Manpasand is in a different league. In its journey, Manpasand believes in taking the road less travelled. By working towards understanding consumer preferences, identifying niches and occupying them with appropriate products. Always aiming to offer them healthier alternatives! With our commitment to provide healthy and quality beverages to our consumers, we have chalked out plans to bring out four new product lines that are bound to resonate with our health conscious customers. The new products will essentially be developed on innovations of taste and flavour. These will certainly have combinations of fruits and vegetable juices with natural ingredients. We are also innovating new products based on local flavours and ingredients to promote regional flavours in beverages.
Another significant development that reflects wider acceptance of our products by trade and savvy marketing practice of occupying diverse shelf-space, Manpasand entered into tie ups with organised retail players as well as various food and beverage outlets. These are New Format stores such as Walmart, Aditya Birla Retail, Reliance Mart, SPAR to name a few. In fact, I am glad to share that our ‘MANGO SIP’ became one of the fastest selling mango based drinks at all Walmart India and SPAR India outlets.
We have also tied-up with WH Smith and RELAY to expand presence in Airport retail space. Our flagship brand, ‘Mango Sip,’ is available extensively in all major formats of IRCTC. The Company is now focussing on aggressively expanding the presence of ‘Fruits Up’ across entire Indian Railways network. We have also tied-up with IRCTC’s “e-catering” service to provide ‘Mango Sip’ and ‘Fruits Up’. In the coming months, we will aggressively pursue alliances to enhance the urban market penetration.
As I place this Annual Report in your hands, I am indeed happy for the grounds covered, milestones reached by the Company. We also have a clear-cut road-map for the journey ahead of us. We look at accelerating the pace on the back of robust selective demand, enhanced reach, production capacities and capabilities to strengthen our market positions, enhancing our brands and investing in sales system, supplychain and people.
These are interesting times. And you are welcome!
FROM THE CMD’s DESK
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Manpasand, in a short span, has caught the imagination of consumers, investors, analysts and markets. The company hasco-created value for its various stakeholders. This was not`luck by chance.’ The company has consciously built this in its culture to Deliver Value’ and in the process Created Value’ as well as strong equity in its chosen segments as reflected in its results.
In its journey to capture the imagination of its market and consumers, Manpasand has certainly covered the road less travelled. A relatively new entrant among established players, the Company had to think differently in its market penetration strategy. The Company departed from the usual and what is tried and tested. To successfully carve a niche for itself in the market by focusing on segments which have been hitherto ignored by big players. This spectacular success has only been made possible by innovative thinking, identification of right segments, ideal product mix as well as its plant and processes.
less travelled…This Annual Report explores this very aspect of the company.The approach is two-pronged. It presents to the savvy Analysts the underlying causes and report the Robust Growth’. And build around the fac t that the company has s t rong fundamentals .`Delivering Value’ covers different aspects such as the products which are a notch above competition. `Creating Value’ dissects the financials of the company and long-term prospects. Thus, the Company is focused on offering value-differentiators to stay competitive, and secure its future. The exciting journey has just begun. Come, join in!
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DIFFERENTIATEDOFFERINGS:
THE REALPRODUCT…
India is changing. The Indian Consumer is
changing. The consumer has not only
grown more demanding but also seeks
value before spending his/ her money on
products. This change is primarily driven
by spur t in media consumpt ion
especially new-age media, rising per
capita income in rural and urban areas,
better education levels of women,
greater health consciousness, among
other factors. These essentially will
continue to be major drivers in future as
MANGO SIP IS ONE OF THE MOST PREFERRED MANGO DRINKBRANDS IN INDIA.
THE COMPANY PLANS TO TAKE ITS SHARE TO OVER
INDIA IS CHANGING.THE INDIAN CONSUMER ISCHANGING.
well for fast-paced growth in the fruit
drinks market.
Having established a strong presence in
the semi-rural markets through our
flagship brand Mango Sip, the Company
has been quick to build on it further.
Mango Sip has a favourable market
share in the mango drink segment and is
one of the most preferred mango drink
brands in India. The Company plans to
take its share to over 25% in the days to
come.
25%IN THE DAYSTO COME.
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IN JUST
TWO YEARS,THIS BRAND IS PART OF THE
` 180+CRORE CLUB
With a toe-hold in the market and ever aligned to the
changing preferences of the consumers to offer them
with more healthier alternatives, Manpasand
introduced Fruits Up. Fruits Up is the humble
realisation of Honourable Prime Minister of India,
Shri. Narendra Modi’s vision of blending fruit juice into
aerated drinks. In a short span of just two years, this
brand is part of the ` 180+ crore club, purely on the
basis of the product merit and word of mouth,
wherein the Consumers became the spokesperson for
the brand. Fruits Up, without any synthetic base and
made up of natural ingredients, touched a chord with
the Consumers, benefitting from its first movers
advantage in the carbonated juice category. It comes
in a range of carbonated and non-carbonated fruit
drinks. Fruits Up holds the promise to put a dent in the
huge carbonated drinks market estimated to be worth
around ` 25,000 crores. Now the Company is eyeing
the urban markets with Fruits Up in its Product Mix.
With an aim to introduce more innovative and
traditional product s, Manpasand entered the
traditional drink segment with its brand ‘Jeera Sip’,
earlier this summer. With a strong commitment to
quality, the Company looks at its product portfolio
that is bound to strike a note with health conscious
customers.
DIFFERENTIATEDOFFERINGS:
THEREALPRODUCT…
DISTRIBUTION
NETWORK:ATTENDING TO THE
UNATTENDED…
In the Modern Retail space the Company has expanded its presence through tie ups
with organised retail players as well as various food and beverage outlets such as
Walmart, Aditya Birla Retail, Reliance Mart, SPAR, etc. Mango Sip has become one of
the fastest selling mango based drink at all Walmart India and SPAR India outlets. The
Company also tied-up with WH Smith and RELAY to expand its presence in Airport
retail space. Plans are afoot to forge more such alliances to increase its urban market
penetration.
Manpasand has been carefully scaling up its distribution strength. The capacity expansion plans have been in sync with the growing consumer demand as well as retail distribution network, so critical to success.
The biggest highlight of the year is that the Company has begun the work on f o ur n e w m anu f a c t ur in g uni t s simultaneously. With these plants in place, the Company will double its production capacity in the coming 12-18
months. These new plants will help the Company reach out to newer markets, especially in north-eastern and southern India.
The Company took the significant step of entering the southern markets and strengthened the market reach and penetration in these areas. With that the Company has a footprint in over 20 states through over 400,000 retailers, 2500 distributors and 250 plus super stockists.
TO THE
The Company has a footprint in
over 20 states through over 400,000 retailers,
2500 distributors and
250 plus super stockists.
Vadodara up-coming facility-3
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Up-coming facility at Sri city, Andhrapradesh
THE CAPACITYEXPANSION PLANS
HAVE BEEN IN SYNC WITHTHE GROWING CONSUMER
DEMAND AS WELL ASRETAIL DISTRIBUTION
NETWORK
The focus isn’t lost on the rural and semi-
urban markets. To get more consumers in
the net, the Company introduced
affordably priced and convenient small
packs. The Company intends to focus on
strengthening its market positions, raising
the profile of brands and invest in
effective sales and supply chain.
Owing to growing demand and in order
to c apitalis e on the dis tr ibution
strength, the Company has fast-tracked
the completion of its plant at Ambala,
adding 50,000 cases to its overall
production capacity.
DISTRIBUTION
NETWORK:ATTENDING TO THE
UNATTENDED…
High Low
Channel Partners Density
Retailers: 4,00,000+
Distributors: 2,500+
Super stockist: 250+
Jammu &Kashmir
Himachal Pradesh
Punjab
Haryana Uttarakhand
Delhi
Bihar
Assam
Manipur
Gujarat
Madhya Pradesh
Chattisgarh
Jharkhand
Orissa
West Bengal
Goa
Telangana
AndhraPradesh
Karnataka
Kerala
Maharashtra
RajasthanUttar Pradesh
Tamilnadu
• Strategic ally spread dis tr ibution network with a strong outreach in semi-urban and rural markets
• Channel partners include chain of consignee agents, super stockist, Distributors, Sub-distributors and wholesalers
• Empanelled with IRCTC, and undertake direct sales and supply to IRCTC approved vendors
• Well integrated with marketing and targeted promotional activities
Nepal
Bangladesh
Andaman& Nicobar
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DECODING THECODE:
PEOPLE AND THE
PROCESSES…
THE COMPANY HAS BEENABLE TO CARVE A NICHE FOR ITSELF,WITH A TOTAL INCOME OF
735 CRORE FOR THE FY ENDED 2017`Ever since the beginning of the industrial age, this is by far the peak of me-too’ era in every aspect. Products as well as manufacturing have virtually become on par for the forces operating in a market. In this hyper-competition era where technology is available off-the-shelf to whoever having money; the competing products as well as their attributes as also manufacturing facility have lost their edge. While Pricing can be defining factor, there’s a minimum threshold for it. In such a scenario, the real differentiator for a company is the teams and the SOPs governing the entire operations.
Varanasi up-coming facility-2
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Varanasi up-coming facility-2
DECODING THECODE:
PEOPLE AND THE
PROCESSES…
Banars Future Plant
The Company ensures that the best p e o p l e j o in i t s t e am s , b e i t in Manufacturing, Marketing, Distribution, Finance, HR or any other function. It is reflected in outstanding performance year after year. This year, the Company has reported a net profit which shows a growth of 43.85% on the net sales registering a growth of 35.83% over the previous year. However, the Team Manpasand has an eye on the larger pie of the industry. The Indian packaged juice industry size is estimated at over
` 10,000 Crores and has been growing at more than 30% per annum. The Company has chalked out ambitious plans to capture the market in innovative ways.
The Company believes that grow th potential for organised packaged fruit drink players is very high due to low penetration and small share of the total market which is largely catered to by un-organised players.This is where the Team Manpasand is channelising its energy to secure its future growth.
The reason Manpasand stands out as a proud face of India giving firm competition to established National and Multinational beverage players alike, is its people and processes. The Company has been built on the charismatic pillars of people and processes, not individuals. The credo `none of us is as good as all of us’ drives our culture. The Company has been able to carve a niche for itself owing to exemplary commitment shown by its people and focus on manufacturing excellence.
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EXISTING FACILITIES
Vadodara Facility 2
Vadodara Facility 1
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Ambala facility
Dehradun Facility
Varanasi Facility 1Varanasi Facility 1
PROMOTIONAND BRANDING
Manpasand’s Fruits Up sponsored mountain cycling event “North Quest” Challenge at Ladakh.
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CSRINITIATIVES
Team Manpasand celebrates Women’s Day with members of Isha Hospital in Vadodara
Manpasand supports Ex-Army servicemen rally at Vadodara
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GRAMIN VIKASPARIYOJNA
Manpasand’s strong foothold in rural markets
24,02429,431
35,975
53,200
71,711
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
80000
70000
60000
50000
40000
30000
20000
10000
0
Net Sales (` in lacs)
7,251 9,26219,092
60,158
115,352
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
140000
120000
100000
80000
60000
40000
20000
0
Shareholder’s Fund (` in lacs)
0.780.82
0.62
0.00
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
1
0.8
0.6
0.4
0.2
0
Debt - Equity Ratio
0.00
3,892 4,5696,415
11,945
15,768
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
16000
14000
12000
10000
8000
6000
4000
2000
0
EBITDA (` in lacs)
2,460 2,3153,334
5,668
8,274
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
10000
8000
6000
4000
2000
0
Profit Before Tax (` in lacs)
2,237 2,0502,995
5,050
7,264
FY-13 FY-14 FY-15 FY-16 FY-17
Financial Year
8000
7000
6000
5000
4000
3000
2000
1000
0
Profit After Tax (` in lacs)
Financial snapshot
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Note: FY 16 & FY 17 data is as per IND-AS, FY-13, FY-14 & FY-15 data is as per IGAAP
This has been a remarkable financial
year. After a milestone year of 2015-16,
the Company reached newer heights in
the financial year of 2016-2017. We not
only kept our promise of expansion, but
also made a mark in the ever-growing
beverage market of India. One of the
biggest highlights of the year was
b e g i n n i n g w o r k o n f o u r n e w
manufacturing units simultaneously.
While we continue to grow, we still
remain close to our roots – rural and
semi-urban markets of India. Despite
demonetisation, we were able to offer
quality products to our customers at an
affordable price and convenient packs.
In order to be a brand preferred by the
masses of India, we have introduced
smaller packs in most of our product
lines. In the coming days, we will be
focused on strengthening our market
positions, enhancing our brands and
investing behind making our sales
system, supply chain and people.
In order to meet the continuing demands
of the customers, the Company fast-
tracked the completion of its plant at
Ambala, adding 50,000 cases to its
overall production capacity. The
construction work for new plants in Sri
City, Vadodara & Varanasi has already
begun . Manpasand is in the process of
identifying location for the fourth plant
in the eastern part of India. These new
plants will help Manpasand reach out to
newer markets, especially in north-
eastern and southern India and other
neigbouring countries like Nepal and
Bangladesh. Inspired by our honourable
Pr ime Minis ter 's 'Make in India'
campaign, we are determined to set up
more manufacturing units in the coming
fiscal year. With these plants in place,
the Company will double its production
capacity in the coming 12-18 months.
We also took the significant step of
entering the southern markets and
strengthened our reach across South
India.
From being India's first listed pure play
b e v e r a g e c o mp any , w e ar e t h e
country’s one of the leading fruit juice
manufacturers. In the fast and ever-
growing fruit-based beverage market in
India, Manpasand Beverages today
stands out as a proud Indian company
giving firm competition to National and
Multinational beverage players alike. A
customer-centric approach, value-for-
money offerings, strong focus on
affordable price points, innovation and
research, brand building, production
c apacity ex pansions and s trong
distribution strategies continue to
remain as the Company's major
strengths.
The ‘Fruits Up’ brand crossed a turnover
of 180 crore in this financial year. `
Positioned as a premium fruit drink with
‘real fruit’ content, Fruits Up caters to
the urban market to adapt to the
changing preferences of the consumers
and to offer them with healthier
alternatives. The Bollywood youth icon
Taapsee Pannu was also signed as the
brand Ambassador of ‘Fruits Up’ in
December 2016.
The Company’s flagship brand 'MANGO
SIP' has established a strong presence in
the mango drink segment and is one of
the most preferred mango drink brand
in India. In coming days, we are hopeful
that this share will increase to over
25%.Manpasand has phenomenally
increased its foot prints in the Modern
Trade segment and its brand ‘Mango
MANAGEMENT DISCUSSIONAND ANALYSIS REPORT
Sip’ became one of the fastest selling
mango drinks in the entire chain of
Walmart India and Spar India outlets,
pan India, in FY 17.
With an aim to int roduce more
innovative and traditional products,
Manpasand entered the traditional drink
segment with its brand ‘Jeera Sip’,
earlier this summer. The traditional drink
segment is one of the fast-growing
categories in the Indian beverage market
owing to changing consumer dynamics
and shifting preferences towards
healthier drinks. “Jeera Sip” is our take
on the age old traditional recipe with an
innovative approach. While keeping the
traditional drink’s taste and authenticity
intact, we have added real fruit and fizz
in it to give it a modern twist. “Jeera Sip”
will be made available through modern
retail stores, standalone stores and
traditional provision stores. Our aim is to
reach out to urban and rural consumers
alike and offer them with products that
are flavourful and affordable at the same
time.
The Indian packaged juice industry size is about ` 10,000 crores and it has been growing at more than 30% per annum in last few years and will maintain that pace in future as well. India’s per capita consumption of packaged beverages is hardly 5% that of the USA per capita consumption. Rural consumption level in India is still standing at 2/3 of urban consumption. Carbonated drink s account for more than half of the soft drink market in India. Mango based drinks still remain the most popular drink s among Indian consumer s.
Industry Overview:
Innovation, new consumption occasions and focus on execution will be the biggest growth drivers of the soft drink segment. Consumers are looking for products that are available round-the-clock, beating seasonality constraints. This brings an opportunity for beverage makers. Even though traditional and homemade drinks will always remain popular, packaged beverages are gaining traction with Indian consumers who are now frequently reaching for their more convenient-to-consume counterparts.
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The Company is a proud partner of the “Make in India” initiative. It caters to Indian taste buds by providing India’s ‘Manpasand’ flavours while keeping consumer’s health at forefront. Manpasand’s aim is to focus on products that resonate with masses as well as classes. It has successfully tapped the otherwise neglected rural market by providing quality products at attractive rates. Through its strong and ever expanding retail and distribution network,
Opportunities:
it has created more opportunities in employment sector. The Company has started construction work on four new facilities and has expanded its foothold in South India. Manpasand has introduced new flavours as well as different product categories in order to reach out and tap more consumers. The Company is on an aggressive expansion mode and is par tnering w ith key entit ies for promotional and marketing deals.
The Company is the first listed beverage company in the Indian capitals market. It has a strong presence in rural/semi-urban areas and is now aggressively expanding its base in urban markets too. Since last two years, the Company has embarked on a grow th mode by increasing its production capacity and product portfolio. With intense R&D, it
Outlook:
is working on bringing out innovative and unique range of health drinks. Affordable pricing and a variety of SKUs ar e g o in g to b e p lu s p o int s o n company’s expansion plans. Rising consciousness around health and traditional flavors gives an edge to the c o mp any ' s p r o du c t s w hi c h ar e associated with health and well-being.
With the change of accounting system in FY2016-17 from IGAAP to Ind-AS, the financials for the year 2016-17 and 2015-16 have been reported basis the new Accounting Standards. As a result, the Sales figures for 2015-16 have been
Financial Performance:
The Revenue from operations of the Company is increased by 34.80% from ` 53,200 Lakhs to ` 71,711 Lakhs compare to the last year. Company’s EBITDA grew by 32% from ` 11,945 Lakhs to 15,768 Lakhs. The PAT and Net worth of the Company are increased by 43.85% & 91.75 % respectively from
Internal Control System:
The Company has adequate Internal Control Sy s tems and pro cedures 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 preparat ion of f inancial statements and for maintaining assets.
Independent Internal Auditors conduct audi t cover ing a w ide range of operat ional matter s and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Au di t ar e r e v i e w e d b y t h e to p m an a g e m e nt an d b y t h e Au di t Committee of the Board of Directors.
restated because of netting off of expenses such as Discounts, Rebates and Promotions in line with the new Accounting Standards. The brief highlights of the Financial Results are as under:
` 5,049 Lakhs to ` 7,263 Lakhs and` 60,158 Lakhs to 115,352 Lakhs.
Your Director’s are happy to share that your Company remained to be debt free Company and are satisfied with its financial performance.
(As per IND-AS)
Particulars
Revenue from Operations
EBIDTA
Profit After Tax (PAT)
Net Worth
2016-17
` In Lakhs
71,711
15,768
7,263
115,352
2015-16
` In Lakhs
53,200
11,945
5,049
60,158
Growth
In %
34.80
32.00
43.85
91.75
During the year, the Company had cordial relations with staff, workers and officers. The Company continuously m o ni to r s i t s Hum an Re s o ur c e s requirements to ensure that it has adequate human skills commensurate with its needs. To update human skill and improve the employees, the Company continuously organizes workshops on
Development of Human Resource/ Industrial Relations:
different management area and also d e p u t e s e mp l o y e e s to e x t e r n al workshop and seminars. The Company has taken init iative for s afety 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 express 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.
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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.
NOTICE
thNOTICE IS HEREBY GIVEN THAT THE 06 ANNUAL GENERAL MEETING OF THE MEMBERS OF MANPASAND BEVERAGES LIMITED IS SCHEDULED thTO BE HELD ON FRIDAY, THE 25 DAY OF AUGUST, 2017 AT 12.30 P.M. AT ITS REGISTERED OFFICE SITUATED AT 1768&1774/1, MANJUSAR
VILLAGE, SAVLI ROAD, VADODARA- 391775 TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
Item No.1. Adoption of Financial Statements: To consider and adopt the Audited Financial Statements for
stthe year ended 31 March, 2017 and the reports of the Board of Directors and Auditors’ thereon.
Item No.2. Recommendation of Dividend on Equity Shares
To consider and if thought t, to pass, with or without modication(s), the following Resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the recommendation of the Board of Directors, the dividend at the rate 10% i.e. 1.00/- per equity share of `.10.00/- each be and is hereby declared out of the current prots of the Company and that the same be paid, to those Members whose names appear
thon the Company’s register of members on 11 August, 2017.
Item No.3. Retire by Rotation:
To appoint a director in place of Mr. Dhirendra Singh (DIN: 00626056), who retires by rotation and, being eligible, offers himself for re-appointment.
Item No.4. Ratication of appointment of Statutory Auditors:
To consider and if thought t, to pass, with or without modication(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 pursuant to the recommendations of the Audit Committee, and pursuant to the resolution passed by the members at the AGM held on
th17 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 ofce till the conclusion of the AGM to be held in the calendar year 2018 be and is hereby ratied.
RESOLVED FURTHER THAT as may be determined by the Audit Committee in consultation with the Statutory Auditors, the Board is authorised to x the remuneration payable to the auditors for the nancial year ending March 31, 2018.”
SPECIAL BUSINESS:
Item No.5. Increase the remuneration of Mr. Dhirendra Singh, (DIN:- 00626056), Chairman & Managing Director of the Company.
To consider and if thought t, to pass, with or without modication(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 modication or re-enactment thereof) read with Articles of Assoc ia t ion o f the Company and as per the recommendation of Nomination and Remuneration Committee, the consent of the Company be and is hereby
accorded to increase the remuneration being paid to Mr. Dhirendra Singh (DIN: 00626056) Chairman & Managing Director of the Company for his remaining tenure with
steffect from 1 January 2017 , on the terms and conditions, namely;
RESOLVED FURTHER THAT the above remuneration payable to Mr. Dhirendra Singh be subject to the condition that the total remuneration including perquisites and Commission shall not in any case exceed 5% of the net prots individually and 11% of the net prots collectively payable to all the Directors as calculated in accordance with Section 198 read with Schedule V of the Companies Act, 2013 or any amendments thereto.
RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, where in any nancial year during the tenure of Mr. Dhirendra Singh as Managing Director, the Company incurs losses or prots are inadequate, the Company shall pay to Mr. Dhirendra Singh, the above remuneration by way of xed salary, perquisites, allowances and other benets, 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 the Board of Directors of the Company be and is hereby authorized to take such necessary steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution.”
Item No.6. Increase in the remuneration of Mr. Abhishek Singh, (DIN:-01326637), Whole Time Director of the Company.
To consider and if thought t, to pass, with or without modication(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 modication or re-enactment thereof) and also subject to the Articles of Association of the Company and as per the recommendation of Nomination and Remuneration Committee, the consent of Company be and is hereby accorded to increase the remuneration being paid to Mr. Abhishek Singh, (DIN: 01326637), Whole Time Director of
st the Company for his remaining tenure with effect from 1January 2017 on the terms and conditions, namely;
Basic Salary 887,500/- Per Month,
Allowances `.566,669/- Per Month,
Perquisites Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company’s prevailing rules, and
Commission Apart from above mentioned xed pay, he shall be eligible for Commission subject to overall remuneration limit of 5 % (inclusive of both xed pay and commission) of net prot for that year, calculated under Section 198 of Companies Act, 2013.
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RESOLVED FURTHER THAT the above remuneration payable to Mr. Abhishek Singh be subject to the condition that the total remuneration including perquisites and Commission shall not in any case exceed 5% of the net prots individually and 11% of the net prots 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 nancial year during the tenure of Mr. Abhishek Singh, Whole Time Director, the Company incurs losses or prots are inadequate, the Company shall pay to Mr. Abhishek Singh, the above
remuneration by way of xed salary, perquisites, allowances and other benets, 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 the Board of Directors or
Company Secretary of the Company be and is hereby authorized to take such necessary steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution.”
Place:- Vadodara Date:- 13.06.2017 By order of the Board of Directors Bhavesh Jingar Company Secretary & Compliance Ofcer
Registered ofce; 1768 & 1774/1, Manjusar Village, Savli Road, Dist.
Vadodara- 391775
Basic Salary 532,500/- Per Month,
Allowances 340,001/- Per Month,
Perquisites Company’s Contribution to various schemes such as PF, Gratuity, bonus etc. as per Company’s prevailing rules.
NOTES :-
thTHIS NOTICE ALONG WITH BALANCE SHEET IS SENT TO ALL THE MEMBERS WHOSE NAME APPEARS AS ON 14 JULY, 2017 IN THE REGISTER OF MEMBERS.
1. A statement giving the relevant details of the Directors seeking appointment/re-appointment under item no. 3 of the accompanying notice, as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are annexed herewith.
2. 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 NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING I.E BY
rd23 AUGUST, 2017, 12.30 P.M. (TIME).
3. The dividend, as recommended by the Board, if approved at the AGM, in respect of equity shares held in electronic form will be
thpayable to the benecial owners of shares as on 11 August, 2017 as per the downloads furnished to the Company by Depositories for this purpose. In case of shares held in physical form, dividend will be paid to the shareholders, whose names
thshall appear on the Register of Members as on 11 August, 2017.
4. Members holding the shares in electronic mode may please note that their dividend would be paid through National Electronic Clearing System (NECS) or Electronic Clearing Services (ECS) at the available RBI locations. The dividend would be credited to their bank account as per the mandate given by the members to their DPs. In the absence of availability of NECS/ECS facility, the dividend would be paid through warrants and the Bank details as furnished by the respective Depositories to the Company will be printed on their dividend warrants as per the applicable Regulations.
5. A person can act as a proxy on behalf of the members not exceeding fty 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.
6. Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certied copy of relevant Board Resolution together with their representatives to attend and vote on their behalf at the meeting.
7. Members who hold shares in dematerialized 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 afxing their signature on it.
8. 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 rst holder.
9. The Register of Members and Share Transfer Books of the rd thCompany shall remain closed from 23 August, 2017 to 25
August, 2017(both days inclusive).
10. 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.
11. 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 through remote e-voting shall be able to vote at the meeting.
12. The members whose names appear on the Registrar of thMembers/list of the benecial owners as on 18 August, 2017 are
eligible to participate in e-voting on the resolution set forth in this notice.
13. The Companies (Management and Administration) Rules, 2015
provide that the electronic voting period shall close at5 p.m. (IST) , on the date preceding the AGM. Accordingly, the
ndremote e-voting period will commence at 9 a.m. (IST) on 22 thAugust, 2017 and will end at 5 p.m. (IST) on 24 August, 2017.
14. 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.
15. 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.
16. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently.
17. The Company has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara (COP-3123, FCS-3844) to act as Scrutinizer to scrutinize 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.
18. The Scrutinizer after scrutinizing 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 Scrutinizer's Report and submit the same to the Chairman. The results declared along with Scrutinizer's Report shall be placed on the website of the Company.
19. 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.
20. Subject to approval of the requisite number of votes, the resolutions set forth in the Notice for the AGM shall be deemed to
thbe passed on the date of the meeting i.e 25 August, 2017.
21. 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.
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) L a u n c h a n i n t e r n e t b r o w s e r a n d o p e n 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 rst 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 condential. 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 conrmation, 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 authorized signatory(ies) who are authorized to vote, to the Scrutinizer by an e-mail at mail [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.
EVEN (E-Voting Event Number) USER ID PASSWORD - - -
(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 sect ion of Kar vy’s e-vot ing websi te 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. M e m b e r m a y s e n d a n e - m a i l r e q u e s t t o [email protected]
V. In case of any query pertaining to e-voting, please visit Help & FA Q ' s s e c t i o n a v a i l a b l e a t K a r v y ' s w e b s i t e 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.
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ANNEXURE TO THE NOTICE
Additional information on director recommendation for appointment/reappointment required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Dhirendra Singh is the founder promoter of the Company. He hold a bachelor’s degree in Arts from Gorakhpur Vishvavidhyalaya, Varanasi. He has around two decades of experience in Food and Beverages industry. He being a Managing Director, entrusted with substantial powers of management of the affairs of the Company.
Except Mr. Abhishek Singh, Whole Time Director of the Company, None of the Directors have inter-se relation.
Beverages Industries
None
2,52,45,500 Equity shares
Brief resume of the Director
Disclosure of relationship between directors inter-se
Expertise in specic functional area
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
Shareholdings in the Company
EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.
Item Nos. 5 &6
rd The Nomination and Remuneration Committee, at its meeting held on 03 February, 2017 recommended to increase the remuneration of Mr. Dhirendra stSingh, Chairman & Managing Director and Mr. Abhishek Singh, Whole Time Director of the Company for their remaining period with effect from 1
rdJanuary, 2017 considering their efforts, dedication etc.. The said recommendation was approved by the Board at their meeting held on 3 February 2017 subject to the approval of the shareholders of the Company.
While approving the remuneration, the Nomination and Remuneration Committee has considered various parameters inter alia the scale of operation of the Company, involvement for overall growth of the Company especially in respect of setting 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 shareholder, the increase in the remuneration is necessary and the same is reasonable considering the segment, size of the company etc..
Therefore, the Board recommends the resolutions set out at item nos. 5&6 of the accompanying notice for your approval.
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, nancially or otherwise, in the Resolutions at Item Nos. 5 and 6 of the accompanying Notice.
By order of the Board of Directors of Manpasand Beverages Limited
Bhavesh Jingar Company Secretary & Compliance Ofcer
Place:- Vadodara Date:- 13.06.2017
Registered ofce; 1768 & 1774/1, Manjusar Village, Savli Road, Dist. Vadodara- 391775
By order of the Board of Directors of Manpasand Beverages Limited
Bhavesh Jingar Company Secretary & Compliance Ofcer
Place:- Vadodara Date:- 13.06.2017
Registered ofce; 1768 & 1774/1, Manjusar Village, Savli Road, Dist. Vadodara- 391775
2. DIVIDENDst Your Directors have recommended a dividend @ 10% i.e. ` 1 per equity share of ` 10/- each for the nancial year ended 31 March, 2017.
The dividend payout shall be subject to approval of the members at the ensuing Annual General Meeting.
3. NEW PRODUCT LAUNCHED
JeeraSip:- Jeera (cumin) is known for its unique avor and is synonymous with Indian cuisine. “Jeera Sip” is our take on the age old traditional recipe with an innovative approach. While keeping the traditional drink’s taste and authenticity intact, we have added real fruit and zz in it to give it a modern twist.
4. NEW PLANTS SET-UP
The Company has acquired lands and started construction of new manufacturing plants in three (03) different locations as mentioned below;
1. Vadodara Unit – III
Plot No. 1769, Manjusar Village, Savli Road, Vadodara – 391776, Vadodara, Gujarat.
2. Varanasi Unit – II
Plot No. G-1 & G-2, Karkhiyaon Industrial Area, UPSIDC, Varanasi, Uttar Pradesh.
3. Sri City
2755, Peepul Boulevard, Sri City, Cherivi Village, Sathyavedu Mandal, Chittoor District, Andhara Pradesh – 517588.
5. BRAND AMBASSADOR FOR “FRUITS UP”
During the year, Company has signed, one more Bollywood youth Icon “Taapsee Pannu” as Brand Ambassador for it's Brand “Fruits Up”.
6. SHIFTING OF REGISTERED OFFICE
The Company at its Board Meeting held on 03rd February, 2017 has shifted its registered ofce from E -62, Manjusar GIDC, Savli Road, Vadodara – 391775, Gujarat to 1768 & 1774/1, Manjusar Village, Savli Road, Vadodara – 391775, Gujarat, which is within the same local limit of village Savli, Vadodara, Gujarat.
7. DEPOSIT
During the year, the Company has not accepted any deposit as contemplated in the Companies Act, 2013 and Rules framed thereunder.
8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES st Your Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31 March, 2017.
9. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not given any loan or given guarantee or provided any security nor invested into any securities under section 186 of the Companies Act, 2013.
10. SHARE CAPITAL
A. Authorized Capital
During the year, the Authorized Capital of the Company got increased to ₹ 65,00,00,000/- (Sixty Five Crores Only) divided into ₹ 6,50,00,000 (Six Crores Fifty Lakhs Only) Equity Shares of ₹10/- each.
B. Issue of Equity Shares
During the year under the review, the Paid up share capital of the Company has been increased from ₹ 50,05,40,000/- to ₹ 57,21,61,980/- due to following;-
BOARDS’ REPORT
Dear Members,th stWe are pleased to present 6 Annual Report along with Audited Financial Statements for the year ended 31 March,2017.
1. FINANCIAL RESULTS
Particulars (As per IND AS)
Revenue from Operations
Prot before interest, depreciation & tax
Less : - Finance Cost
Prot before depreciation & tax
Less: - Depreciation and Amortization expenses
Prot before Tax
Less:- Tax Expenses
Prot after tax
Add :- Total other Comprehensive Income for the period net of tax
Total Comprehensive Income for the Year
2016-17₹. In Lakhs
71,711.19
15,768.45
118.48
15,649.97
7,375.68
8,274.29
1,010.58
7,263.71
(35.36)
7,228.35
2015-16₹. In Lakhs
53,200.40
11,945.15
571.57
11,373.58
5,705.12
5,668.46
618.55
5,049.91
(1.12)
5,048.79
Change in (%)
34.79
–
–
37.60
–
45.97
–
43.84
–
43.17
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i. Exercise of 70,000 Employees Stock Options under ESOP -2014 and subsequently, the Company has issued and allotted 70,000 Equity shares of ₹. 10/- each to the eligible employees and;
ii. Allotment of 70,92,198 Equity Shares of ₹. 10/- each with a premium of ₹. 695.00/- aggregating to ₹. 500.00/- crores as Qualied Institutional Placement (QIP) in compliance with the requirement of the Companies Act, 2013, read with Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.These shares have been issued in demat form and the listing and trading permission from BSE Limited and National Stock Exchange of India Limited has been obtained by the Company.
C. Employee Stock Option Purchase
The details as per the requirement of Rules 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below;
11. BOARD MEETINGS
During the year, 07 (Seven) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance Report.
12. DIRECTORS
All Independent Directors have given their declarations conrming that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
During the year, Mr. Dharmendra Singh, Whole Time Director and Mr. Sitansh Magia, Independent Director of the Company have tendered their stresignation w.e.f. 31 May, 2016, due to their other pre-occupation.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhirendra Singh, Managing Director of the Company retires by rotation and is eligible for re-appointment. However, his tenure as Managing Director shall continue without any break.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director’s performance. The Board has evaluated its own performances, 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 of having sound knowledge and vast experience in their respective areas and their association with the Company is considered to be benecial to the Company.
REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder and SEBI (LODR) Regulation, 2015, the Company’s policy on Nomination and Remuneration of Directors, KMPs and Senior Management is uploaded on the Company’s website i.e.
http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf
13. 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 ;
Sr. No.
1
2
3
4
5
6
7
8
9
10
Particulars of ESOP
Options Granted
Options Vested
Options exercised
The total number of shares arising as a result of exercise of option
Options lapsed
The exercise price
Variation of terms of options
Money realized by exercise of options
Total number of options in force
Employee-wise details of options granted to-
(i) Key Managerial Personnel;- Mr. Paresh Thakkar- Mr. Bhavesh Jingar
(ii) Any other employee who receive a grant of options in any one year of option amounting to 5 % or more of option granted during that year
- Mr. Vijay Panchal
(iii) Identied 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.
No. of Shares/ Amt. in ₹.
100,000
70,000
70,000
70,000
Nil
20/-
Nil
1,40,000/-
Nil
20001000
80,000
Nil
b) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that the 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 nancial year and of the prot of the Company for the year ended on that year ;
c) the directors had taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions 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 annual accounts on a going concern basis;
e) the directors had laid down internal nancial controls to be followed by the Company and that such internal nancial 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.
14. RISK MANAGEMENT
The Company has established Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.The Company has also constituted Risk Management Committee to review and monitor the implementation of the Risk Management Plan. Under this, risks are identied across all business processes of the Company on annual basis. Once identied, these risks are systematically categorized as strategic risks, business risks or reporting risks and the same is intimated to the concern department for mitigating the risk.
15. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANÝ’S OPERATIONS IN FUTURE
No Signicant and Material order was passed by any authority during the year under review impacting the going concern status and Company’s operation in future.
16. INTERNAL FINANCIAL CONTROLS
Your Company has adopted the policy and procedures on Internal Financial Controls for ensuring the orderly 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 with reference to the Financial Statements.
17. REPORT ON CORPORATE GOVERNANCE
The Company has complied with the compliance of Corporate Governance as required under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on Corporate Governance as “Annexure – 1”.
18. BUSINESS RESPONSIBILITY REPORT
The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 Listed companies based on market capitalization. Your Company is a part of top 500 Listed Companies based on Market Capitalization. In compliance with the requirements, the Business Responsibility Report (BRR) is attached as “Annexure – 2”.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of CSR initiatives, the Company has undertaken CSR Projects and Programs, in compliance with Section 135 of the Companies Act 2013 and related rules made thereunder, the CSR Activities Report is attached as“Annexure - 3".
20. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as “Annexure-4” and forming part of this Report.
21. PERSONNEL
Disclosure under Section 197 (12) and Rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the information required to be disclosed in the Boards’ Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out as “Annexure – 5” to this report.
22. AUDITORS
A. STATUTORY AUDITOR
In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Deloitte Haskins & Sells, Chartered Accountants, thVadodara were appointed as Statutory Auditor of the Company till conclusion of 09 Annual General Meeting of the Company, subject to
ratication by the members of the Company at every Annual General Meeting.
They have conrmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company.
There is no qualication or adverse remarks or disclaimers made by the auditors in their report on the nancial statement of the Company stfor the nancial year ended 31 March, 2017.
B. INTERNAL AUDITORS
The Board of the Company has retained M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.
C. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors appointed Mr. Niraj Trivedi, Practicing Company Secretaries, Vadodara to undertake the
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Dhirendra Singh
Chairman & Managing Director
(DIN:- 00626056)
Secretarial Audit of your Company for the nancial year 2016-17. Mr. Niraj Trivedi, Practicing Company Secretary, has submitted the thSecretarial Audit Report dated 13 June, 2017 conrming compliance with the applicable provisions of the Companies Act, 2013 and other
applicable laws. The report in Form MR-3 is annexed herewith and marked as “Annexure- 6” to this Report.
As regards, the observations 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.
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 as “Annexure - 7”.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as “Annexure – 8”.
25. MATERIAL CHANGES
No material changes and commitments affecting the nancial position of the Company occurred between the end of the nancial year to which this nancial statement relate and up to the date of this report.
26. REPORT ON THE SEXUAL HARRESSMENT 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 2016-17, no complaint has been received under the said Act.
27. ACKNOWLEDGEMENT
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 sincere thanks for the commitment, dedication and hard work put in by every member of 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 support received during the year.
By order of the Board of Directors of Manpasand Beverages Limited
Place:- Vadodara
Date:- 13.06.2017
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 stend of the nancial year 31 March, 2017, the Board comprises of the following;
CORPORATE GOVERNANCE REPORT ANNEXURE – 1
MEETINGS ATTENDED BY THE BOARD MEMBERS
Name of Directors Category of Directors No. of Board
Meeting attended
Whether last AGM
attended
Other Director
ship held @
No. of Committee/Membership/ Chairmanship
in other Companies as at the year end
No. of shares held
Mr. Dhirendra Singh
Mr. Abhishek Singh
Mr. Dharmendra Singh#
Mr. Vishal Sood
Mr. Bharat Vyas
Mr. Chirag Doshi
Mr. Milind Babar
Ms. Bharti Naik
Mr. Dhruv Agrawal
Mr. Sitansh Magia #
Promoter –Executive Director
Executive Director
Executive Director
Non – Independent & Non Executive Director
Independent Director
Independent Director
Independent Director
Independent Director
Non – Independent & Non Executive Director
Independent Director
1
2
3
4
5
6
7
8
9
10
Sr.
No.
07
07
01
05
05
07
07
07
07
01
Yes
Yes
No
No
No
Yes
Yes
Yes
Yes
No
01
01
---
03
03
---
---
---
---
—
—
---
---
---
---
---
---
---
---
---
2,52,45,500
2,500
2,500
---
---
---
---
---
---
—
Executive Director Non-Executive Director
Mr. Dhirendra Singh – Chairman & Managing Director Mr. Vishal Sood –Director
Mr. Abhishek Singh – Whole Time Director Mr. Bharat Vyas – Independent Director
Mr. Chirag Doshi – Independent Director
Mr. Milind Babar – Independent Director
Ms. Bharti Naik – Independent & Woman Director
Mr. Dhruv Agrawal – 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 th # ceased to be a Director w.e.f. 31 May, 2016 and Mr. Dharmendra Singh has sold his shares on 11 April, 2017.
3. BOARD MEETINGth th th th During the year 2016-17, 07 (Seven) Board Meetings were held viz. 19 May, 2016, 20 July, 2016, 10 August, 2016, 05 September, 2016,
th th rd27 September, 2016, 24 November, 2016 and 03 February, 2017. The gap between two meetings was never exceeding 120 days.
4. AUDIT COMMITTEE
The Board has constituted 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 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, Chairman, Mr. Dhirendra Singh and Mr. Chirag Doshi as Members.th th th rd During 2016-17, 04 (Four) meetings of the Audit Committee were held viz. 19 May, 2016, 10 August, 2016, 24 November, 2016 and 03
February, 2017. During the year, all members of the audit committee have attended all the meetings.
5. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprise of 3 (three) directors namely Ms. Bharti Naik as Chairperson, Mr. B. M. Vyas andMr. Chirag Doshi as members. The terms of reference of the Nomination and Remuneration Committee are in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
th st During 2016-17, 04 (Four) meetings of the Nomination & Remuneration Committee were held viz. 20 July, 2016, 21 September, 2016,th rd24 November, 2016 and 03 February, 2017. During the year, all members of the Nomination and Remuneration Committee have attended all
the meetings.
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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 for the said is “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
Mr. Dhirendra Singh– Managing Director
Mr. Abhishek Singh – Whole Time Director
Remuneration
151.58
82.18
Non-Executive Directors
Mr. Bharat Vyas – Independent Director
Mr. Chirag Doshi – Independent Director
Mr. Milind Babar – Independent Director
Ms. Bharti Naik – Independent & Woman Director
Mr. Dhruv Agrawal – Director
Sitting Fees
0.75
1.15
1.00
1.05
1.60
6. 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 Ofcer of the Company and also acts as Secretary to the Committee.
rd During 2016-17, 01 (One) meeting of the Stakeholders’ Grievance Committee was held on 03 February, 2017.
The Details particulars of Investors Complaints, handled by the Company and its Registrar & Share Transfer Agent, during the year, are as under;
7. 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 other two members of this committee.
rd During the year, 01 (One)meeting was held on 03 February, 2017 and the same was attended by all the members of the committee.
8. INDEPENDENT DIRECTORS MEETINGrd Independent Directors meeting was held on 03 February, 2017 without the presence of the Managing Director, Whole Time Director, other
directors and the Management representatives. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent directors to discuss matters pertaining to review the performance of non-Independent Directors, Board as a whole, Chairperson etc.
9. QIP COMMITTEE
QIP Committee was constituted to review the progress of Qualied Institutional Placement of the Company and to approve the necessary documents including Preliminary Placement Document and Placement Document etc. The said Committee comprises of Mr. Dhirendra Singh, Chairman & Managing Director, Mr. Abhishek Singh, Whole Time Director, Mr. Dhruv Agrawal, Director, Mr. Paresh Thakkar-CFO and Mr.
th th rdBhavesh Jingar-CS. The Committee met on 27 September, 2016, 30 September, 2016 and 03 October, 2016.
10. GENERAL BODY MEETING
Details of Annual General Meetings held during preceding three years are as under;
Nature of Complaints
Non Receipt of Annual Report
Non Receipt of Refund orders
Non Receipt of DUP/Transmission/Deletion
Non Receipt of Share Certicate
Non Receipt of Dividend/Warrant
Score
Total…………
Opening at the beginning of the year
0
0
0
0
0
0
0
Received during the year
6
0
0
1
0
1
8
Resolved during the year
6
0
0
1
0
1
8
Pending at the close of year
0
0
0
0
0
0
0
AGMth5
th4
rd3
Venue
S. No. 1768 & 1774/1, Manjusar Village, Savli, Vadodara - 391775
S. No. 1768 & 1774/1, Manjusar Village, Savli, Vadodara - 391775
E – 62, Manjusar G.I.D.C, Savli Road, Vadodara – 391775
Dateth05 September, 2016
th17 September, 2015
th14 August, 2014
Time
12.30 P.M.
12.30 P.M.
10.30 A.M.
Year
2015-16
2014-15
2013-14
(₹. In Lakhs)
Details of Special Resolutions passed during last three years by the Company are as under;
Details of Special Resolutions
- Revision in the remuneration of Mr. Dhirendra Singh - Revision in the remuneration of Mr. Abhishek Singh- Raising of nance through issue of Securities
- Payment of Commission to Non-Executive Director
- Resolution under section 180 (1) (c) of Companies Act, 2013 to 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.
Year
2015-16
2014-15
2013-14
Postal Ballot
During the year under review, Postal ballot was conducted for Special resolution relating to variation in the terms of the Objects of the Issue.Mr. Niraj Trivedi, Practicing Company Secretaries, Vadodara bearing Membership No. 3844/C.P. No. 3123, was appointed for the Postal Ballot exercise.
The details of voting pattern in respect of the Postal Ballot conducted during the year under review are given below:-
Special Resolution:- Variation in the terms of the Objects of the Issue
th The special resolution as set out in the Postal Ballot Notice dated 20 July, 2016 was approved by majority of the Members of the Company.thThe result of which was declared on 05 September, 2016.
No special resolution is proposed to be conducted through Postal Ballot.
During the year, no Extraordinary General Meeting was conducted.
11. MEANS OF COMMUNICATION
The Quarterly, Half yearly, Yearly nancial results of the Company are sent to the Stock Exchanges immediately after the same are approved by the Board. These are 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 (BSE) and National Stock Exchange of India Limited (NSE).
The Ofcial press release and presentation made to institutional investors/analyst, are available on the Company’s website www.manpasand.co.in
12. GENERAL SHAREHOLDERS INFORMATION
a) Annual General Meeting th Day & Date: - Friday, 25 August, 2017
Time: - 12.30 P. M.
Venue: - S. No. 1768 & 1774/1, Manjusar Village, Savli Road, Vadodara – 391755.
b) Financial Yearst st 1 April , 2016 to 31 March, 2017
Dividend Payment Date
Dividend will be paid within the stipulated period after its declaration by the members at the AGM.
Dividend on equity shares when declared will be made payable after the AGM to those shareholders whose names stand in the Company’s Register of Members on relevant dates of record date/book closure. In respect of shares held in electronic form/demat, the dividend will be paid on the basis of benecial ownership as per details furnished by the depositories for this purpose.
Votes in favour of the Resolution
Votes against the Resolution
Total
Invalid Votes
Abstained Votes
Valid Votes E-Voting
Voter Counts
80
1
81
Voter Counts
Nil
1
Vote Count
4,48,78,359
170
4,48,78,529
Vote Count
Nil
45
E-Voting
Postal Ballot
No. of Forms
8
0
8
No. of Forms
Nil
Nil
Votes
1900
0
1900
Votes
Nil
Nil
Postal Ballot
Total
Valid Votes
4,48,80,259
170
4,48,80,429
% to Total Valid Votes
99.9996
0.0004
100.00
Invalid /Abstained Votes
Nil
45
TotalVotes
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c) The name & address of the each stock exchanges at which the listed entity’s securities are listed and a conrmation about payment of annual listing fees of such stock exchanges;
The Equity Shares of the Company are presently listed at the following Stock Exchanges;
Listing Fees Conrmation
The Company has paid annual listing fees for the F.Y. 2017-18 to BSE Limited and National Stock Exchange of India Limited within the time.
Name of the Stock Exchanges
BSE LimitedPhiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
National Stock Exchange of India LimitedExchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.
Stock Code/Symbol
539207
MANPASAND
d) Market Price Data and performance in comparison
MARKET PRICE DATA – BSE & NSE
BS
ESEN
SEX
MB
L P
RIC
E
33000
30000
27000
24000
21000
18000
15000
12000
9000
6000
3000
0
850800750700650600550500450400350300250200150100500
Apr/1
6
May
/16
Jan/
16
Jul/1
6
Aug/1
6
Sep/1
6
Oct/16
Nov/1
6
Dec/1
6
Jan/
17
Feb/
17
Mar
/17
Comparison of share price of the Company with SENSEX
Sensex High Sensex Low BSE High BSE Low
BSE Limited SENSEX
Month
April – 16
May – 16
June – 16
July – 16
August – 16
September -16
October – 16
November – 16
December – 16
January – 17
February – 17
March – 17
High
587.80
570.00
575.65
742.75
764.80
769.70
775.80
730.00
633.00
649.85
734.95
759.20
Low
450.00
493.00
499.00
556.20
651.55
679.95
701.20
605.90
506.75
533.00
622.00
695.00
High
26100.54
26837.20
27105.41
28240.20
28532.25
29077.28
28477.65
28029.80
26803.76
27980.39
29065.31
29824.62
Low
24523.20
25057.93
25911.33
27034.14
27627.97
27716.78
27488.30
25717.93
25753.74
26447.06
27590.10
28716.21
NSE Limited
High
587.00
563.70
576.50
743.80
765.90
769.75
777.00
728.00
634.90
648.20
735.00
758.00
Low
442.20
492.05
495.00
551.00
652.00
696.20
700.00
562.00
506.10
532.95
621.95
693.10
Nifty 50
High
7992.00
8213.60
8308.15
8674.70
8819.20
8968.70
8806.95
8669.60
8274.95
8672.70
8982.15
9218.40
Low
7516.85
7678.35
7927.05
8287.55
8518.15
8555.20
8506.15
7916.40
7893.80
8133.80
8537.50
8860.10
e) 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
SEBI Registration No. INR000000221.
f) SHARE TRANSFER SYSTEM
Transfer of equity shares in dematerialized form are done through depositories without involvement of the Company. With regard to transfer of equity shares in physical form, the share transfer instruments, received in physical form, are processed by R&T Agent, M/s. Karvy Computershare Private Limited and the share certicate are dispatched within a period of 15 days from the date of receipt thereafter subject to the documents being complete and valid in all respect.
g) DISTRIBUTION OF SHAREHOLDINGst The shareholding distribution of the equity shares as on 31 March, 2017 is given below:-
Shareholding of Nominal Value of 10/-
0001-5000
5001-10000
10001- 20000
20001 - 30000
30001 - 40000
40001 - 50000
50001 - 100000
100001& Above
Total…..
No. of Shareholders
9,171
336
155
57
26
18
25
80
9,868
No. of Shares
725,003
243,712
219,370
139,082
90,025
82,353
173,906
55,542,747
57,216,198
% to total Shares
1.27
0.43
0.38
0.24
0.16
0.14
0.30
97.08
100.00
Nift
y 50
MB
L P
RIC
E
Apr/1
6
May
/16
Jan/
16
Jul/1
6
Aug/1
6
Sep/1
6
Oct/16
Nov/1
6
Dec/1
6
Jan/
17
Feb/
17
Mar
/17
Comparison of share price of the Company with Nifty 50
850800750700650600550500450400350300250200150100500
10000950090008500800075007000650060005500500045004000350030002500200015001000500
0
Nifty 50 High Nifty 50 Low NSE High NSE Low
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h) Dematerialization of Shares and liquidity st The Breakup of equity shares held in dematerialized form as on 31 March, 2017are as under
Particulars
NSDL
CDSL
Physical
Total…….
No. of Shares
31,056,179
26,160,015
04
57,216,198
Percentage
54.28
45.72
0.00
100.00
i) Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity:- NOT APPLICABLE
j) 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.
6. Survey Number 1769, Manjusar Village, Savli, Vadodara, Gujarat (Under Construction).
7. Plot No. G-1 & G-2, Karkhiyaon Industrial Area, UPSIDC, Varanasi, Uttar Pradesh. (Under Construction).
8. 2755, Peepul Boulevard, Sri City, Cherivi Village, Sathyavedu Mandal, Chittoor District, Andhara Pradesh – 517588 (Under Construction).
k) ADDRESS FOR CORRESPONDENCE
Registered Ofce;Survey Number 1768 & 1774/1, Manjusar Village, Savli, Vadodara, Gujarat – 391775.Ph. No. 91-2667-290290/291Email Id:- [email protected]:- www.manpasand.co.in
E-62, Manjusar G.I.D.C.,Savli Road, Vadodara – 391775
13. DISCLOSURES
A. Disclosure on materially signicant related party transaction, that may have potential conict with the interest of the Companyat large:
None of the transactions with any of the related parties were in potential conict 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, 2015the Company has framed a Whistle Blower policy which has been approved by the Board of the Company. 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 afrms that no personnel has been denied to 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:-
The Company does not have any subsidiary including material subsidiary Company.
F. Web link where policy on dealing with the related party transactions: The Company has adopted policy on related party transactions and the same has been 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 is not engaged in hedging activities.
14. There has been no instance of non-compliance of any requirements of Corporate Governance Report.
15. Adoption of Non Mandatory Requirements
1. The Board
Since the Company does not have a Non-Executive Chairman, it doesn’t maintain such ofce.
2. Shareholder Rights
Quarterly / Half yearly nancial results are forwarded to the Stock Exchanges and being upload on the website of the Company.
3. Modied opinion in Audit report
During the year under review, there was no audit qualication in the Auditors’ Report on the Company’s nancial statement.
4. Separate Posts of Chairperson and Chief Executive Ofcer
The Company does not have multiple businesses and accordingly has appointed Mr. Dhirendra Singh as Chairperson and Managing Director of the Company.
5. Reporting of Internal Auditor
The Internal Auditor of the Company is invited to the Audit Committee meeting for reporting their nding of the Internal Audit to the Audit Committee members.
16. The Company has fully complied with the applicable requirement specied in Reg. 17 to 27 and Reg. 46 (2) (i) of SEBI (LODR) Regulation, 2015.
17. 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 Obligation and Disclosure Requirement) Regulations, 2015, this is to conrm that all the members of the stBoard and the senior Management personnel have afrmed compliance with the Code of Conduct for the year ended 31 March, 2017.
CEO & CFO CERTIFICATION
Certicate from Managing Director and Chief Financial Ofcer of the Company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the nancial year under review was placed before the Board of Directors of the Company.
By order of the Board of Directors of Manpasand Beverages Limited
Place:- VadodaraDate:- 13.06.2017
Mr. Dhirendra SinghChairman & Managing DirectorDIN :- 00626056
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 nancial year ended March 31, 2017 as stipulated in Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 collectively referred to as “SEBI Listing Regulations, 2015.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s 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 nancial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we cer tify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations.
We state that as per the records maintained, no investor complaint/grievances against the Company are pending for a period exceeding one month before Stakeholders’ Grievances Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor efciency or effectiveness with which the Management has conducted the affairs of the Company.
Place: Vadodara. Date: 13.06.2017
CERTIFICATE ON CORPORATE GOVERNANCE
Niraj TrivediPracticing Company SecretaryCP. No. 3123
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BUSINESS RESPONSIBILITY REPORT ANNEXURE – 2
(Regulation 32 (2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
SECTION A- GENERAL INFORMATION ABOUT THE COMPANY
1. Corporate Identication Number (CIN) of the Company: L15549GJ2010PLC063283
2. Name of the Company : Manpasand Beverages Limited
3. Registered ofce : 1768 & 1774/1, Village Manjusar Tal. Savli Vadodara, Gujarat – 391775.
4. Website : www.manpasand.co.in
5. E-mail ID : [email protected].
6. Financial year reported : 01-April-2016 to 31-March-2017.
7. Sector(s) that the Company is engaged in (Industrial activity code-wise) : Fruit Drinks.
8. List three key products/services that the Company manufactures/provides(as in balance sheet) : Mango Sip and Fruits Up
9. Total number of locations where business activity undertaken by the Company:
a) Number of International Locations: Nil
b) Number of National Locations: National Locations are 8 (Eights), the details are as under:
1. E-93 & 94, Manjusar G.I.D.C., Savli Road, Vadodara-391776, Gujarat.
2. A/7 & A/8, Agropark, Kharkhiyaon, Varanasi, Uttar Pradesh.
3. Charba, Vikas Nagar, Dehradun, Uttrakhand.
4. 1768 & 1774/1, Village Manjusar, Tal. Savli Vadodara. Gujarat – 391775.
5. Plot No. 122-125, Sector – II, SAHA Industrial Estate, Ambala, Haryana.
6. Survey No. 1769, Village Manusar, Tal. Savli, Vadodara. Gujarat – 391775 (Under Construction).
7. Plot No. G-1 & G-2, Karkhiyaon Industrial area, UPSIDC, Varanasi, Uttar Pradesh (Under Construction).
8. 2755, Peepul Boulevard, Sri City, Cherivi Village, Satyavedu Mandal, Chittor District, Andhara Pradesh – 517588.(Under Construction).
10. Market served by the Company – Local/State/National/International: The main markets for the Company’s Products are India.
SECTION C – OTHER DETAILS
SECTION B – FINANCIAL DETAILS OF THE COMPANY
1
2
3
4
5
5,721.62/-
71,711.19/-
7,263.71/-
0.86 %
Paid up Capital
Total Turnover
Total prot after taxes
Total spending on Corporate Social Responsibility as percentage of Prot after tax (%)
List of activities in which above expenditures has been incurred
Sr.No. Particulars Details
Please refer Annual Report
Activities on CSR
1
2
3
No
N.A
No
Does the Company have any subsidiary Company/Companies?
Do the Subsidiary Company/Companies participate in the BR initiatives of the parent Company ? if Yes, then indicate the number of such subsidiary Company(s).
Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If Yes, then indicate the percentage of such entity/entities?(Less than 30%, 30-60%, more than 60%)
Sr.No. Particulars Details
(` in Lakhs)
SECTION D – BR INFORMATION
1. Details of Director/Directors responsible for BR
a) Details of Director/Directors responsible for implementation of the BR policy/policies
b) Details of BR head
Details
00626056
Mr. Dhirendra Singh
Managing Director
Particulars
Director Identication Number (DIN)
Name
Designation
Details
00626056
Mr. Dhirendra Singh
Managing Director
02667-290290
Particulars
Director Identication Number (DIN)
Name
Designation
Telephone Number
E-mail Id
2. Principle wise (as per NVGs) BR Policy/policies
(a) Details of Compliances (Reply In Y/N)
P1 Business should conduct and govern themselves with Ethics, Transparency & Accountability.
P2 Business should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3 Business should promote the well-being of all employees.
P4 Business should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.
P5 Business should respect and promote human rights.
P6 Business should respect, protect and make efforts to restore the environment.
P7 Businesses, when engaged in inuencing public and regulatory policy, should do so in a responsible manner.
P8 Business should support inclusive growth and equitable development.
P9 Business should engage with and provide value to their customers and consumers in a responsible manner.
Do you have a policy/policies for
Has the policy being formulated in consultation with the relevant stakeholders?
Does the po l icy confo r m to any national/international standards? If yes, specify.
Has the policy being approved by the Board? If yes, has it been signed by the MD/owner/CEO/appropr ia te Board Director?
Does the Company have a specied committee of the Board/ Director/ ofcial to oversee the implementation of the policy?
Yes
Yes
NA
Yes. Board of Directors
Yes
Yes
Yes
NA
Yes. CMD
Yes
Yes
Yes
NA
Yes. CMD
Yes
Yes
Yes
NA
Yes. CMD
Yes
Yes
Yes
NA
Yes. CMD
Yes
Yes
Yes
YesISO
140001
Yes. CMD
Yes
No
NA
NA
NA
NA
Yes
Yes
NA
Yes. Board of Directors
Yes
Yes
Yes
NA
Yes. CMD
Yes
Bus
ines
s
Ethi
cs
Pro
duct
R
espo
nsib
ility
Wel
lbei
ng o
f Em
ploy
ees
Sta
keho
lder
s En
gage
men
t
Hum
an R
ight
s
Envi
ronm
ent
Pub
lic P
olic
y
CS
R
Cus
tom
er R
elat
ions
P1QuestionsSr. No.
P2 P3 P4 P5 P6 P7 P8 P9
1
2
3
4
5
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Indicate the link for the policy to be viewed online
Has the policy been communicated to all relevant internal and external stakeholders?
Does the Company have an in-house structure to implement the policy/polices?
Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholder’s grievance related to the policy/polices ?
Has the Company carried out independent audit/evolution of the working of this policy by an internal or external agency?
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
NA
NA
NA
Yes
Yes
Yes
Yes
Yes
Yes
On Company’s website i.e. www.manpasand.co.in
Yes, Internal Team Members
6
7
8
9
10
(b) if answer to the question at serial number 1 against any principle, is ‘No’, please explain why:
Sr. No.
1
2
3
4
5
6
Questions
The Company has not understood the principles
The Company is not at a stage where it nds it self in a position to formulate and implement the policies on specied principles
The Company does not have nancial or manpower resources available for the task
It is planned to be done within next 6 months
It is planned to be done within next 1 year
Any other reasons (please specify)
P7 - Public Policy
NA
NA
NA
NA
NA
The Company is a member of various trade bodies of commerce and actively participate in the seminars organized by these trade bodies. The Company always desires to serve better things to their stakeholders, hence don’t prefer to lobby on any specic issue and feel that such type of policy will give our way of doing business.
3. Governance related to BR
Sr. No.
1
2
Questions
Indicate the frequency with which the Board of Directors/ Committee of the Board or CEO assess the BR performance of the Company? Within 3 months, 3-6 months, Annually, more than 1 year
Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report?
How frequently it is published?
Details
Annually
The BR Report 2016-17 can be assessed on Company’s Website i.e. www.manpasand.co.in.
Annually
Principle 1:- Business should conduct and govern themselves with Ethics, Transparency & Accountability:
SECTION E – PRINCIPLE-WISE PERFORMANCE
Sr. No.
1
2
Particulars
Does the policy relating to ethics, bribery and corruption cover only the Company?
Yes/No. Does it extend to the Group / jointVentures / Suppliers / Contractors / NGOs / Others?
How many stakeholder complaints have been received in the past nancial year and what percentage was satisfactorily resolved by the management? If so, provide details there of.
Details
Yes. The Company has adopted the policies related to ethics, bribery and corruption namely Code of Conduct Policy and Whistle Blower Policy. These polices doesn’t extend to Group/Joint Ventures/ Suppliers/ Contractors/ NGOs/Others.
a. Code of Conduct Policy:- Code of Conduct Policy extends to Board Members, Members of the Management Committee and all employees of the Company to follow ethical professional conduct in their day to day activities.
b. Whistle Blower Policy:- This Policy applicable to all the Directors and employees of the Company. Which provides platform to these stakeholders for reporting unethical behavior, malpractices, fraud or violation of the Company’s Policies without any fear of reprisal.
During the nancial year, no complaint was received under the provision of the Whistle Blower Policy.
Principle 2:- Business should provide goods and services that are safe and contribute to sustainability throughout their life cycle:
Sr. No.
1
2
3
4
Particulars
List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.
For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):
a) Reduction during sourcing /production /distributions achieved since the previous year throughout the value chain?
b) Reduction during usage by consumers (energy, water) has been achieved since the previous year ?
Does the Company have procedures in place for sustainable sourcing (including transportation)?
If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof.
Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work?
If Yes, what steps have been taken to improve their capacity and capability of local and small vendors?
Details
The Company purely in the business of fruit drink’s products. The Company has carbonated fruits drinks which contains fruit’s pulp. The Company has varied range of fruit drinks which contains fruit’s pulp into it and indirectly helps farmers and society.
The Company continue to innovate and use efcient technologies to bring down our strain on ecology. Through, various initiative and efforts, the Company is able to reduce water consumption, energy consumption etc., following are the initiative undertakes by the Company;
Energy Conservation - APFC (Automatic Power Factor Controller) Panels - Variable Frequency Drive (VFD) starting system for ventilation
fans and EOT/utilities. - Use of energy efcient motors in utilities - Reduction in steam consumption by process improvement by
10% - Use of LED xtures at admin building of the Company.
Water Conservation - At every project site, IMR procedure for 4R (Reduce, Reuse,
Recycle, Recharge) is followed. Sedimentation tanks are provided at each batching where the supernatant is reused for dust suppression. Desalination plant and waste water treatment plants are also provided whenever appropriate.
Not Applicable. The Company is in the business of manufacturing consumable products, hence, saving during the usage by the consumer/end user is not applicable.
Yes.
The inputs produced through this channel constituted approximately 5 -10 % of our inputs purchased.
Yes. We prefer to procure various goods and services from local and small producers.
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5 Does the Company have a mechanism to recycle products and waste?
If Yes, what is the percentage of recycling of products and waste (separately as < 5%, 5-10%, >10%). Also, provide details thereof.
Yes. We do have recycling process for water used in our plant. Product recycling is not possible as it is meant for human consumption.
Principle 3:- Business should promote the well-being of all employees:
Sr. No. Particulars Details
1
2
3
4
5
6
7
Please indicate the total number of employees as on 31-03- 2017
Please indicate the Total number of employees hired on temporary/contractual/casual basis:- during year 2016-17
Please indicate the Number of permanent women employees
Please indicate the Number of permanent employees with disabilities
Do you have an employee association that is recognized by management
What percentage of your permanent employees is members of this recognized employee association?
Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last nancial year and pending, as on the end of the nancial year.
Permanent Employees - 717
599
26
02
No
Not Applicable
Nil
No.
1
2
3
Category
Childlabour / forced labour / involuntary labour
Sexual harassment
Discriminatory employment
No. of Complaints led during the nancial year
0
0
0
No. of Complaints pending as on end of the nancial year
0
0
0
What Percentage of your under mentioned employees were given safety & Skill up gradation training in the last year?
Permanent Employees
Permanent Women Employees
Causal/Temporary/Contractual Employees
Employees with Disabilities
8
Principle 4:- Business should respect the interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized:
1
2
3
Has the Company mapped its internal and external stakeholders?
Out of the above, has the Company identied the disadvantaged, vulnerable & marginalized stakeholders?
Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof.
Yes
Yes
Yes. The Company identies need based community programmes in the areas of health, educations, Social etc. as part of Corporate Social Responsibility.
Sr. No. Particulars Details
Principle 5:- Business should respect and promote human rights:
1
2
3
Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/ Suppliers/ Contractors/ NGOs/Others?
How many stakeholder complaints have been received in the past nancial year?
What percent was satisfactorily resolved by the management?
The Company’s Policy on human rights covers only Company.
Nil
Not Applicable
Sr. No. Particulars Details
72%
47%
88%
100%
Principle 6:- Business should respect, protect and make efforts to restore the environment:
1
2
3
4
5
6
7
Does the policy related to Principle 6 cover only the Company or extends to the group /Joint Ventures /Suppliers /Contractors /NGOs /Others.
Does the Company have strategies/initiatives to address global environment issues such as climate change, global warming, etc.? Y/N. if yes, please give hyperlink for webpages etc.
Does the Company identify and assess potential environmental risks?
Does the Company have any project related to Clean Development Mechanism? If Yes, Whether any environmental compliance report is led?
Has the Company undertaken any other initiatives on – clean technology, energy efciency, renewable energy, etc.
Y/N. If yes, please give hyperlink for webpage etc.
Are the Emission/Waste generated by the Company within the permissible limits given by CPCB/SPCB for the nancial year being reported?
Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of nancial year.
The Company’s Environmental Policy covers only Company.
No
Yes
No
Yes.
For Energy Efciency - APFC (Automatic Power Factor Controller) Panels- Variable Frequency Drive (VFD) starting system for ventilation fans and EOT/utilities.- Use of energy efcient motors in utilities - Reduction in steam consumption by process improvement by 10%- Use of LED xtures at admin building of the Company.
Yes. Complied with Statutory Permissible limits.
Nil
Sr. No. Particulars Details
Principle 7:- Businesses, when engaged in inuencing public and regulatory policy, should do so in a responsible manner:
1
2
Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
Have you advocated/lobbied through above association for the advancement or improvement of public good?
Yes/No, if yes specify the broad areas ( Drop box: Governance and Administration, Economic Reforms, inclusive Development Policies, Energy security, Water, Food security, Sustainable Business Principal, Others)
Yes.
The Company is a member of following industrial and chamber or association.
Confederation of Indian Industry (CII).
Yes.
The Company is actively participated on the issue and policy matters that impact the interest of our stakeholders organized by above mentioned chamber or association.
Sr. No. Particulars Details
Principle 8:- Businesses should support inclusive growth and equitable development:
1
2
3
Does the Company have specied programmes/initiatives/ project in pursuit of the policy related to Principle 8?
If yes details thereof.
Are the programmes/projects undertaken through in-house team/own foundation/external NGO/ government structures/any other organization?
Have you done any impact assessment of your initiative?
The Company has adopted Corporate Social Responsibility (CSR) Policy, which is in compliance with Companies Act, 2013. Through CSR Policy, the Company implemented various CSR activities. During the year the Company has taken some initiatives which are listed at Annexure - 3 of Board’s Report.
The Company’s CSR activities are implemented not only through internal team but also through in par tnership with Non-Government Organization (NGOs) etc.
The Company internally accomplishes an impact assessment of its initiatives at the end of the each year.
Sr. No. Particulars Details
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4
5
What is your Company’s direct contribution to community development projects-Amount in INR and the details of the projects undertaken?
Have you taken steps to ensure that this community development initiative is successfully adopted by community?
The Company has spent ` 62.12 Lakhs on community development projects. Details of the projects undertaken are given in the Annual Report on CSR Activities enclosed as Annexure - 3 to the Board’s Report.
The Company ensures its presence is established right from the commencement of the initiatives. It collaborates with the communities right from need identication to project implementation phase. The feedback from such communities are analyzed and various actions like improvement actions are taken.
Principle 9:- Business should engage with and the provide value to their customers and consumers in a responsible manner:
1
2
3
4
What percentage of customer complaints/consumer cases are pending as on the end of nancial year.
Does the Company display product information on the product label, over and above what is mandated as per local laws?
Is there any case led by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and /or anti-competitive behavior during the last ve years and pending as on end of nancial year.
Did your Company carry out any consumer survey/ consumer satisfaction trends?
Nil
Yes. As per applicable statutory requirement.
No
Yes
Sr. No. Particulars Details
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES ANNEXURE – 3
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 prot of the Company for last three nancial year Average net prot:- 3,475.78 Lakhs
4. Prescribed CSR expenditure (two percentage of the amount as in item 3 above) The Company is required to spend 69.52 Lakhs towards CSR.
5. Details of CSR spend for the Financial year a) Total amount spent for the nancial year 62.12 Lakhs b) Amount unspent:- 7.40 Lakhs c) Manner in which the amount spent during the nancial year is detailed below;
6. In case the Company has failed to spend the two percent of the average net prot of the last three nancial year 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. 2016-17 was ₹. 69.52 Lakhs, however, the Company during the year is fully engaged in setting up a new manufacturing units at locations of India (Vadodara – Gujarat, Varanasi – Uttar Pradesh, and Sri-City – Andhra Pradesh) 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 conrms 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
Sr. no
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Projects/Activities
Education
Sport
Sport
Sport
Social
S o c i a l & Education
Education
Social
Social
Social
Social
Social
Social
Social
Sector
Education
Sport
Sport
Sport
Social
S o c i a l & Education
Education
Social
Social
Social
Social
Social
Social
Social
Location
Varanasi
Vadodara
Vadodara
Ladakh
Vadodara
Vadodara
Vadodara
Vadodara
Vadodara
Vadodara
Vadodara
New Delhi
Vadodara
Vadodara
Amount Outlay (Budget) Project /Programs wise
20.50
5.00
3.00
10.00
5.01
5.00
5.00
0.15
1.01
1.00
0.20
0.25
1.00
5.00
62.12
Amount spent on the project or
programs
20.50
5.00
3.00
10.00
5.01
5.00
5.00
0.15
1.01
1.00
0.20
0.25
1.00
5.00
62.12
Cumulative Expenditure upto reporting period
20.50
5.00
3.00
10.00
5.01
5.00
5.00
0.15
1.01
1.00
0.20
0.25
1.00
5.00
62.12
Amount Spent; Direct or through implementing agency
Adarsh Madhyamik Vidhyalaya
Baroda Volleyball Charitable Trust
Jr. National Kabaddi Championship
North Quest Challenge Ladakh 2016
Indian Red Cross Society Gujarat
Akshaya Patra Foundation
Sanskruti Education and Charitable Trust
Lions Club of Baroda
Purvanchal Lokhit Mandal
Ex-Servicemen Rally Fund 46 AD Regiment
Ayyappa Trust
RSS in New Delhi
Corporate Conclave Partner of Technex17
Shree Saraswati Sitaram Foundation
(` in Lakhs)
Total……
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EXTRACT OF ANNUAL RETURN ANNEXURE – 4
As on the nancial year ended 31st March, 2017[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:-
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
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATES COMPANIES
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
Holding / Subsidiary /Associate % of shares heldName and Address of the Company CIN/GLN Applicable Section
Not Applicable
Sr. No.
1
NIC Code of the Product/Services
10304
% to total turnover of the Company
100
Name and Description of main products/services
Fruit Drinks
CIN
Registration Date
Name of the Company
Category/Sub-Category of the Company
Address of the Registered ofce and Contact details
Whether Listed Company
Name, Address and Contacts Details of Registrar and Transfer Agent, if any
L15549GJ2010PLC063283th17 December, 2010
Manpasand Beverages Limited
Company Limited by Shares/ Indian Non-Government Company
1768 & 1774/1, Village Manjusar Tal. Savli Vadodara, Gujarat - 391775. Tel. No. :- 02667-290290/91
YesBSE Limited and,National Stock Exchange of India Limited
Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Telephone: +91-40-67162222 Fax: +91-40-23001153Email: [email protected]: www.karvycomputershare.com
(i) CATEGORY-WISE SHAREHOLDING
Category of Shareholders
(1) Indian
a) Individual/HUF
b) Central Govt.
c) State Govt.
d) Bodies Corporate
e) Banks/FI
f) Any other…
Sub-Total (A) (1)
(2) Foreign
a) NRIs-Individuals
b) other-individual
No. of Shares held at the beginning of the year No. of shares held at the end of the year % change during the
year
Demat Physical Total % of Total shares
A. PROMOTERS AND PROMOTER GROUP
25240500
-
-
-
-
-
25240500
-
-
0
-
-
-
-
-
0
-
-
25240500
-
-
-
-
-
25240500
-
-
50.43
-
-
-
-
-
50.43
-
-
25255500
-
-
-
-
-
25255500
-
-
0
-
-
-
-
-
0
-
-
25255500
-
-
-
-
-
25255500
-
-
44.14
-
-
-
-
-
44.14
-
-
6.29
-
-
-
-
-
6.29
-
-
Demat Physical Total % of Total shares
c) Bodies Corporate
d) Banks/FI
e) Any other….
Sub-Total (A) (2)
TOTAL SHAREHOLDING OF PROMOTERS A= (A)(1) + (A)(2)
-
-
-
0
25240500
-
-
-
0
0
-
-
-
0
25240500
-
-
-
0
50.43
-
-
-
0
25255500
-
-
-
0
0
-
-
-
0
25255500
-
-
-
0
44.14
-
-
-
0
6.29
1. Institutions
a) Mutual Funds
b) Banks/FI
c) Central Govt.
d) State Govt.
e) Venture Capital Funds
f) Insurance Companies
g) FIIS
h) Foreign Venture Capital Funds
i) Others (Specify)
Foreign Bodies Corporate
Sub-Total (B) (1)
B. PUBLIC SHAREHOLDING
7689369
280
-
-
1125000
-
3047238
-
11186000
11186000
23047887
0
0
-
-
0
-
0
-
0
0
0
7689369
280
-
-
1125000
-
3047238
-
11186000
11186000
23047887
15.36
0.00
-
-
2.25
-
6.09
-
22.35
22.35
46.05
7207739
12500
-
-
0
-
12130178
-
10056000
10056000
29406417
0
0
-
-
0
-
0
-
0
0
0
7207739
12500
-
-
0
-
12130178
-
10056000
10056000
29406417
12.60
0.02
-
-
0.00
-
21.20
-
17.58
17.58
51.40
2.76
0.02
-
-
2.25
-
15.11
-
4.77
4.77
5.35
2. NON- INSTITUTIONS
680163
712808
72125
-
228930
64615
0
6970
-
-
1765611
0
2
0
-
0
0
0
0
-
-
2
680163
712810
72125
-
228930
64615
0
6970
-
-
1765613
1.36
1.42
0.14
-
0.46
0.13
0
0.01
-
-
3.53
727933
1420802
146740
-
36
93346
35628
128479
1313
-
2554277
0
4
0
-
0
0
0
0
0
-
4
727933
1420806
146740
-
36
93346
35628
128479
1313
-
2554281
1.27
2.48
0.26
-
0.00
0.16
0.06
0.22
0.00
-
4.46
0.09
1.06
0.11
-
0.46
0.03
0.06
0.21
0.00
-
0.93
a)Bodies Corp.
b) Individuals
(I) Individual shareholders holding nominal share capital upto ` 2. Lakh
(ii) Individual shareholders holding nominal share capital in excess of ` 2. Lakh
c) other (Specify)
NBFCs Registered with RBI
Non Resident Indians -
NRI Non – Repatriation
Clearing Members
Trusts
d) Qualied Foreign Investor
Sub-Total (B) (2)
ANNUAL REPORT2016-17
CR
EATIN
G V
ALU
E.
DELIV
ER
ING
VA
LU
E.
53
24813498
-
50053998
2
-
2
24813500
-
50054000
49.57
-
100
31960694
-
57216194
4
-
4
31960698
-
57216198
55.86
-
100
6.29
-
-
TOTAL PUBLIC SHAREHOLDING B= (B)(1) + (B)(2)
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS
GRAND TOTAL(A+B+C)
(ii) SHAREHOLDING OF PROMOTERS/PROMOTER GROUP
1
2
3
4
5
Shareholder’s Name % Change in shareholding
during the year
Shareholding at the beginning of the year
Shareholding at the end of the year
25230500
2500
2500
2500
2500
25240500
50.41
0.00
0.00
0.00
0.00
50.43
% of Shares
Pledged/encumberred to total shares
25245500
2500
2500
2500
2500
25255500
44.12
0.00
0.00
0.00
0.00
44.14
% of Shares
Pledged/encumberred to total
shares
Dhirendra Singh
Sushma Singh
Abhishek Singh
Harshvardhan Singh
Dharmendra Singh
Total…..
Sr. No.
No. of shares
% of total shares of
the Company
% of total shares of
the Company
No. of shares
Nil
Nil
Nil
Nil
Nil
Nil
6.29
0.00
0.00
0.00
0.00
6.29
Nil
Nil
Nil
Nil
Nil
Nil
Promoter Group
(iii) CHANGE IN PROMOTER’S SHAREHOLDING
1.
2.
3.
4.
5.
Name of Shareholders Cumulative shareholding during the year/ at the
end of the year
Shareholding at the beginning of the year
Date wise increase/decrease in shareholding during the
year
25230500
2500
2500
2500
2500
50.41
0.00
0.00
0.00
0.00
23.12.2016
-
-
-
-
15000
-
-
-
-
Dhirendra H. Singh
Sushma Singh
Harshvardhan D. Singh
Abhishek Singh
Dharmendra H. Singh
Sr. No.
No. of shares
% of total shares of the Company
44.12
0.00
0.00
0.00
0.00
Purchase
-
-
-
-
Reason
25245500
2500
2500
2500
2500
% of total shares of the Company
No. of shares
thNote:- Mr. Dharmendra Singh has sold his entire shareholding i.e. 2500 equity shares on 11 April, 2017.
Note:- Dilution in percentage of Promoter's Shareholding is due to further issue of shares by the Company by way of QIP and ESOP.
(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS)
Name of Shareholders Cumulative shareholding during the year/ at the
end of the year
Shareholding at the beginning of the year
Date wise increase/decrease in shareholding during the
year
SAIF Parthers India IV Ltd.
Sr. No.
No. of shares
% of total shares of the Company
Reason
% of total shares of the Company
No. of shares
1
SBI MUTUAL FUND2
MOTILAL OSWAL MOST FOCUSED MULTICAP 35 FUND
3
11186000
-
-
4220552
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22.35
-
-
8.43
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15.07.2016
-
-
08.04.2016
08.04.2016
22.04.2016
06.05.2016
13.05.2016
20.05.2016
27.05.2016
03.06.2016
10.06.2016
17.06.2016
24.06.2016
30.06.2016
01.07.2016
08.07.2016
15.07.2016
22.07.2016
26.08.2016
30.09.2016
07.10.2016
11.11.2016
11.11.2016
25.11.2016
02.12.2016
02.12.2016
09.12.2016
09.12.2016
16.12.2016
16.12.2016
20.01.2017
03.03.2017
24.03.2017
30.06.2016
08.07.2016
15.07.2016
22.07.2016
29.07.2016
05.08.2016
-
1130000
-
-
30000
29887
11223
40483
13797
37011
37826
218915
150537
50537
78248
292698
431323
159000
106000
230000
270000
110000
1055450
702000
790000
200000
210000
75354
91470
55479
199167
199167
10495
4789
15094
113090
1192982
343795
57522
36100
70532
22.35
20.09
17.58
8.43
8.49
8.43
8.41
8.33
8.30
8.23
8.15
7.71
7.41
7.31
7.16
6.57
5.71
5.39
5.18
4.72
4.18
3.96
5.31
6.54
5.16
5.51
5.87
5.74
5.90
5.80
6.15
5.80
5.79
5.78
5.75
0.23
2.61
3.30
3.41
3.34
3.48
-
Sale
-
-
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Sale
Purchase
Purchase
Sale
Purchase
Sale
Purchase
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
11186000
10056000
10056000
4220552
4250552
4220665
4209442
4168959
4155162
4118151
4080325
3861410
3710873
3660336
3582088
3289390
2858067
2699067
2593067
2363067
2093067
1983067
3038517
3740517
2950517
3150517
3360517
3285163
3376633
3321154
3520321
3321154
3310659
3305870
3290776
113090
1306072
1649867
1707389
1671289
1741821
ANNUAL REPORT2016-17
CR
EATIN
G V
ALU
E.
DELIV
ER
ING
VA
LU
E.
55
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30.09.2016
07.10.2016
21.10.2016
18.11.2016
25.11.2016
02.12.2016
09.12.2016
23.12.2016
06.01.2017
13.01.2017
20.01.2017
03.02.2017
10.02.2017
03.03.2017
17.03.2017
24.03.2017
31.03.2017
07.10.2016
21.10.2016
28.10.2016
04.11.2016
11.11.2016
18.11.2016
25.11.2016
02.12.2016
09.12.2016
16.12.2016
03.03.2017
10.03.2017
15.07.2016
-
07.10.2016
11.11.2016
02.12.2016
03.03.2017
08.07.2016
19.08.2016
26.08.2016
07.10.2016
09.12.2016
16.12.2016
12.08.2016
19.08.2016
16.09.2016
23.09.2016
07.10.2016
04.11.2016
11.11.2016
65056
405875
11282
11180
63869
9444
16513
81437
37348
35587
51800
17470
7744
102662
30036
27070
67234
1063750
13892
303
28305
227500
26277
139973
100000
61355
88241
67853
207147
1500000
-
797901
67794
531020
68457
300000
14197
130000
283000
22828
32172
270
270
348
348
767000
121
121
3.61
3.87
3.85
3.87
3.98
3.96
3.99
4.13
4.20
4.26
4.35
4.32
4.31
4.13
4.08
4.12
4.24
1.86
1.88
1.88
1.93
2.33
2.38
2.62
2.80
2.90
3.06
3.18
3.54
3.00
2.62
1.40
1.51
2.44
2.32
0.60
0.63
0.89
1.27
1.31
1.37
0.00
0.00
0.00
0.00
1.34
1.34
1.34
Purchase
Purchase
Sale
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
-
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Sale
Purchase
Purchase
Sale
1806877
2212752
2201470
2212650
2276519
2267075
2283588
2365025
2402373
2437960
2489760
2472290
2464546
2361884
2331848
2358918
2426152
1063750
1077642
1077945
1106250
1333750
1360027
1500000
1600000
1661355
1749596
1817449
2024596
1500000
1500000
797901
865695
1396715
1328258
300000
314197
444197
727197
750025
782197
270
0
348
0
767000
767121
767000
BARON EMERGING MARKETS FUND
NEW HORIZON OPPORTUNITIES MASTER FUND
NOMURA INDIA INVESTMENT FUND MOTHER FUND
4
5
6
PARVEST EQUITY INDIA
7
MORGAN STANLEY MAURITIUS COMPANY LIMITED
8
2119161
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.23
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
01.04.2016
22.04.2016
22.04.2016
06.05.2016
13.05.2016
20.05.2016
27.05.2016
03.06.2016
10.06.2016
17.06.2016
24.06.2016
30.06.2016
01.07.2016
08.07.2016
15.07.2016
22.07.2016
29.07.2016
30.09.2016
10.03.2017
17.03.2017
24.03.2017
24.03.2017
31.03.2017
26.08.2016
02.09.2016
09.09.2016
16.09.2016
07.10.2016
14.10.2016
21.10.2016
20.01.2017
27.01.2017
03.02.2017
10.02.2017
17.02.2017
-
744478
1069386
4487
164826
30415
3943
20025
9721
10355
758
26341
2825
347787
428292
107285
43127
6517
20156
29913
156000
16486
14587
300000
50000
24599
6453
10045
28903
20000
55713
54287
25000
55000
25000
4.23
5.72
3.58
3.58
3.25
3.19
3.18
3.14
3.12
3.10
3.10
3.04
3.04
2.34
1.49
1.27
1.19
1.17
0.99
0.94
1.21
1.18
1.16
0.60
0.70
0.75
0.76
0.68
0.73
0.77
0.87
0.96
1.00
1.10
1.14
-
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
2119161
2863639
1794253
1789766
1624940
1594525
1590582
1570557
1560836
1550481
1549723
1523382
1520557
1172770
744478
637193
594066
587549
567393
537480
693480
676994
662407
300000
350000
374599
381052
391097
420000
440000
495713
550000
575000
630000
655000
ICICI PRUDENTIAL GROWTH FUND - SERIES 2
9
INVESCO INDIA MAURITIUS LIMITED
10
ANNUAL REPORT2016-17
CR
EATIN
G V
ALU
E.
DELIV
ER
ING
VA
LU
E.
57
Name of Shareholders Cumulative shareholding during the year/ at the
end of the year
Shareholding at the beginning of the year
Date wise increase/decrease in shareholding during the
year
Sr. No.
No. of shares
% of total shares of the Company
Reason
% of total shares of the Company
No. of shares
1.
2.
3.
4.
25230500
2500
-
-
-
-
-
-
-
-
-
Dhirendra H. Singh – Managing Director
Abhishek Singh – Whole Time Director
Paresh Thakkar – Chief Financial Ofcer
Bhavesh Jingar – Company Secretary
50.41
0.00
-
-
-
-
-
-
-
-
-
23.12.2016
-
21.09.2016
24.11.2016
21.09.2016
19.10.2016
24.11.2016
28.02.2017
01.03.2017
06.03.2017
17.03.2017
15000
-
800
600
400
100
300
200
100
100
100
Purchase
-
ESOP Allotment
ESOP Allotment
ESOP Allotment
Sale
ESOP Allotment
Sale
Sale
Sale
Sale
25245500
2500
800
1400
400
300
600
400
300
200
100
44.12
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
(I) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
V. INDEBTEDNESS
Total Indebtedness
Secured Loans excluding deposits
Unsecured Loans DepositsParticulars
Indebtedness at the beginning of the Financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
TOTAL (I+II+III)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Change in Indebtedness during the nancial year
Addition
Deduction
NET CHANGE
36.93
2.17
34.76
Indebtedness at the end of the Financial year
Nil
Nil
Nil
Nil
Nil
Nil
36.93
2.17
34.76
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
TOTAL (I+II+III)
34.76
Nil
Nil
34.76
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
34.76
Nil
Nil
34.76
(` in Lakhs)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole Time Director and/or Manager
Gross Salary
a) Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
b) Value of Perquisites u/s. 17(2) of the Income Tax Act, 1961
c)Prots in lieu of Salary under Section 17(3) of the Income Tax Act, 1961
Stock Option
Sweat Equity
Commission - As % of Prot- Others, Specify
Others, Please Specify
TOTAL (A)
Celling as per the Act.
Sr. No.
Particulars of Remuneration Name of MD/WTD/Manager
Mr. Dhirendra Singh Mr. Abhishek Singh
Total Amount
1
2
3
4
5
151.58
Nil
Nil
Nil
Nil
Nil
Nil
Nil
151.58
82.18
Nil
Nil
Nil
Nil
Nil
Nil
Nil
82.18
233.76
Nil
Nil
Nil
Nil
Nil
Nil
Nil
233.76
10% of the Net Prot
(` in Lakhs)
B. REMUNERATION TO OTHER DIRECTORS
Particulars of Remuneration Mr. Milind Babar
Mr. Chirag Doshi
Ms. Bharti Naik
Mr. Bharat Vyas
Mr. Dhruv Agrawal
Total Amount
Sr. No.
Independent Directors
- Fees for attending Board/Committee meeting
- Commission
- other, please specify
Total (1)
Other Non-Executive Directors
- Fees for attending Board/Committee meeting
- Commission
- other, please specify
Total (2)
Total (B) = (1 + 2)
Total Managerial Remuneration
Overall Ceiling as per the Act
1
2
1.00
-
-
1.00
-
-
-
-
-
1.00
1.15
-
-
1.15
-
-
-
-
-
1.15
1.05
-
-
1.05
-
-
-
-
-
1.05
0.75
-
-
0.75
-
-
-
-
-
0.75
-
-
-
-
1.60
-
-
1.60
1.60
1.60
3.95
-
-
3.95
1.60
-
-
1.60
5.55
5.55
1% of the Net Prot (Excluding Sitting Fees)
(` in Lakhs)
ANNUAL REPORT2016-17
CR
EATIN
G V
ALU
E.
DELIV
ER
ING
VA
LU
E.
59
Gross Salary
a) Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
b) Value of Perquisites u/s. 17(2) of the Income Tax Act, 1961
c)Prots in lieu of Salary under Section 17(3) of the Income Tax Act, 1961
Stock Option
Sweat Equity
Commission - As % of Prot- Others, Specify
Others, Please Specify (Incentive)
TOTAL (A)
Sr. No. Particulars of Remuneration Key Managerial Personnel
CFO C.S
Total Amount
1
2
3
4
5
10.74
Nil
Nil
Nil
4.20
Nil
Nil
1.00
15.94
7.44
Nil
Nil
Nil
2.10
Nil
Nil
Nil
9.54
18.18
Nil
Nil
Nil
6.30
Nil
Nil
Nil
25.48
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
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 ofcer in default, during the year.
(` in Lakhs)
ANNEXURE – 5
(ii) Names of employees employed for part of the year and were in receipt of remuneration of not less than 8.50 Lakhs 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.
Mr. Dhirendra Singh is Chairman & Managing Director of the Company and holds 2,52,45,500 (44.12%) equity shares in the Company. None of the employees hold by himself or along with his/her spouse and dependent children, 2% more of the equity shares of the Company.
Note:- None of the Company’s employees is related to any directors of the Company except Mr. Dhirendra Singh (Chairman & Managing Director) and Mr. Abhishek Singh (Whole Time Director), who are related to each other.
4. The number of employees employed including manager and stworkers as on 31 March, 2017:- Permeant employee- 717
5. Average percentile increase made in the salaries of employees other than the Managerial personnel in the Last nancial year and its comparison with the percentile increase in the managerial remuneration and justication thereof.
Average Salary Increment of non-managerial employees is 15%. The Average Salary increase of managerial employees is 35 %. There is no exceptional circumstances in increase in managerial remuneration.
6. Afrmation that the remuneration is as per the remuneration policy of the Company:
The Company afrm that the remuneration paid is in accordance with the remuneration policy of the Company.
Statement containing particulars of employees who are in receipt of remuneration in excess of the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & forming part of the Board’s Report for the
styear ended 31 March, 2017.
(i) Employed throughout the year and were in receipt of remuneration of not less than ` 1.02 Cr. per annum and top ten
stemployees of the Company as on 31 March, 2017:
Sr. No.
1
2
Name of Director
Mr. Dhirendra Singh
Mr. Abhishek Singh
Remuneration( ` in Lakhs)
151.58
82.18
Ratio
118:01
71:01
Sr. No.
1
2
1
2
Name of Directors
Mr. Dhirendra Singh
Mr. Abhishek Singh
Mr. Paresh Thakkar- CFO
Mr. Bhavesh Jingar – CS
Ratio
100%
150%
56%
35%
Name of CFO and CS
3. Percentage increase in median remuneration of employees in the nancial year – 10%.
1. Ratio of Remuneration of each director to the median remuneration stof the employee of the Company for the nancial year ended 31
March, 2017.
2. The Percentage increase in remuneration of each Directors, CFO, stCompany Secretary in the nancial year ended 31 March, 2017.
Remuneration Received
( ` in Lakhs)
151.58
82.18
15.96 #
11.74 #
14.31 #
16.93 #
14.04
11.13 #
10.56 #
9.86
Designation
Managing Director
Whole Time Director
V.P. & Chief Operating Ofcer
V.P. Finance & CFO
V.P. Sales
Head Corporate Quality Assurance
Head – Corporate Communications & Branding
Deputy General Manager (Fruits Up)
A.V.P. Finance
Finance Manager
Qualication
Bachelor Degree of Arts.
Bachelor’s degree in engineering in food technology
B.Com
B.Com
MBA
Master Degree (M.Sc.) In Microbiology & MBA - In Total Quality Management
MBA-Marketing
B.Sc. (Information technology)
B.Com
B.Com
Last Employment
ONGC and Petrols Ltd.
N.A
N.A
M/s. Shree Radhay Enterprise
N.A
Mother Dairy Food & Vegetable Private Limited.
Marshmallow
Intellect Bizware Services Private Limited.
M/s. Advance Electronic System & Mangla & Sons.
M/s. Bill Metal Industries Limited
Name
Mr. Dhirendra Singh
Mr. Abhishek Singh
Mr. Vijay Panchal
Mr. Paresh Thakkar
Mr. Chintan Choksi
Mr. Lalit Parasar
Ms. Najuk Trivedi
Mr. Dipan Thakkar
Mr. Girish Pandya
Mr. Shaunak Bhavsar
Sr. No
1
2
3
4
5
6
7
8
9
10
Age
55
30
45
45
31
37
38
35
33
49
Experien-ce
20 Years
8 Years
19 Years
19 Years
8 Years
15 Years
15 Years
10 years
11 Years
12 Years
Date of Commencement
of Employment
17-12-2010
17-12-2010
17-12-2010
17-12-2010
17-12-2010
16-03-2015
24-05-2016
15-07-2014
17-12-2010
17-12-2010
# it does not include ESOP benet
DISCLOSURE UNDER SECTION 197 (12) AND RULES 5 (1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
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ST FOR THE FINANCIAL YEAR ENDED ON 31 MARCH, 2017[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 Vadodara – 391775.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices byM/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 verication of the Company’s books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company, its ofcers, agents and authorized representatives during the conduct of secretarial audit, we hereby
streport that in our opinion, the Company has, during the audit period covering the Financial year ended on 31 March, 2017 complied with the statutory provisions listed hereunder and also that the Company has 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 led and other records maintained by M/s. Manpasand Beverages Limited stfor the nancial year ended on 31 March, 2017 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 Employees Benet) 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 (vi) Other applicable laws – We have relied on the representation made by the Company and its ofcers 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;
(viii) The Contract Labour (R & A) Act, 1970;
(ix) The Equal Remuneration Act, 1976;
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) SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above except to the extent as mentioned below:
1. The Company has complied with the provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility except Section 135(5) for shortfall of 7.40 Lakhs in spending amount during the year under report.
ANNEXURE – 6SECRETARIAL AUDIT REPORT
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 the 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 clarications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the meetings 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 has taken following actions or entered into events having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
1. Issue and allotment of 70,92,198 equity shares through QIPs and 70,000 equity shares under ESOP.
Date: 13.06.2017 Place: Vadodara NIRAJ TRIVEDI Practicing Company Secretary FCS - 3844 CP 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.
To,The Members,M/s. Manpasand Beverages Limited 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 verication was done on test basis to ensure that correct facts are reected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not veried the correctness and appropriateness of nancial records and Books of Accounts of the Company.
4. Where ever 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 verication 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 efcacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Vadodara Date: 13.06.2017 NIRAJ TRIVEDI Practicing Company Secretary FCS - 3844 CP No. - 3123
‘ANNEXURE – A’
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(A) Conservation of Energy
1. Step taken or impact on conservation of energy - Installed LED lights in Plant Admin Building. - Optimization of blowing pressure by interconnection of HP compressor Header. - Installed condensate recovery system for improving Boiler Efciency. - Conveyor Automation with sensor for auto operation of chain conveyor motors and air conveyor blowers which has resulted in signicant
saving in power usage.
2. The Step taken by the Company for utilizing 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 Appx. 50.00 Lakhs.
(B) Technology Absorption
The Company has always been conscious of the need for conservation of energy and has been sensitively in making progress towards this end. Energy conservation measures have been implemented at all the plants and ofces of the Company. Key among them being use of bio-fuels in boilers, installation of energy efcient equipment which helped lower the cost of production, besides reduce efuent and improve hygiene condition and productivity. Innovation is a culture in the Company to achieve cost efciency in the construction activity to be more and more competitive in the prevailing environment that cannot be quantied. 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, reutilization of waste water from pump seal cooling and RO reject waste-water management. Introduction of water efcient CIP system with recycling water in fruit juice manufacturing.
FOREIGN EXCHANGE EARNING AND OUTGO
ANNEXURE – 7
2016-17
Outow Inow
2015-16
Outow Inow
45.52 -
(` in Lakhs)
228.53 7.18
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub Section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis:- Not Applicable
2. Details of contracts or arrangements or transactions at Arm’s length basis.
ANNEXURE – 8FORM NO. AOC -2
Sr. No.
1)
2)
3)
4)
5)
6)
Particulars
Name (s) of the related party & nature of relationship
Nature of contracts/arrangements/transaction
Duration of the contracts /arrangements/ transaction
Salient terms of the contracts or arrangements or transaction including the value, if any
Date(s) of approval by the Board, if any
Amount paid as advances, if any
Details
Bipin & Co., Chartered Accountants, Vadodara.Mr. Dhruv Agrawal, Director is Partner.
Availing Corporate Services
Upto 31.03.2017
Professional fees for Corporate Guidance
24.11.2016
NIL
INFORMATION PURSUANT TO SECTION 134(3) (m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
BHARAT KA
Report on Ind AS Financial Statements We have audited the accompanying Ind AS nancial statements of MANPASAND BEVERAGES LIMITED (“the Company”), which
stcomprise the Balance Sheet as at 31 March, 2017 and the Statement of Prot and Loss (including Other Comprehensive Income),the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of signicant accounting policies and other explanatory information.
Management’s Responsibility for the Ind AS 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 Ind AS nancial statements that give a true and fair view of the nancial position, nancial performance including other comprehensive income, cash ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
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 nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these Ind AS nancial statements based on our audit.
In conducting 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.
We conducted our audit of the Ind AS nancial statements in accordance with the Standards on Auditing specied 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 Ind AS nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal nancial control relevant to the Company’s preparation of the Ind AS nancial 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 Ind AS nancial statements.
We believe that the audit evidence obtained by us is sufcient and appropriate to provide a basis for our audit opinion on the Ind AS nancial statements.
OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS nancial 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 of the Company as at 31st
March, 2017, and its prot, total comprehensive income, its cash ows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable 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 purposes 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 Prot and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid Ind AS nancial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualied as on31st March, 2017, from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodied opinion on the adequacy and operating effectiveness of the Company’s internal nancial controls over nancial reporting.
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,as amended, 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 nancial position in its Ind AS nancial statements - Refer Note 32 to the nancial 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.
iv. The Company has provided requisite disclosures in the Ind AS nancial statements as regards its holding and dealings in Specied Bank Notes as dened in the Notication S.O.
th3407(E) dated the 8 November, 2016 of the Ministry of Finance, during the period from 8th November 2016 to 30th December 2016.Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specied in paragraphs 3 and 4 of the Order.
For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No. 117364W) Gaurav J. Shah, Partner (Membership No.35701)Place: Vadodara Date: 13.06.2017
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MANPASAND BEVERAGES LIMITED
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ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
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 nancial controls over nancial reporting stof MANPASAND BEVERAGES LIMITED (“the Company”) as of 31
March, 2017 in conjunction with our audit of the Ind AS nancial 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 nancial controls based on the internal control over nancial repor ting 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 nancial controls that were operating effectively for ensuring the orderly and efcient 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 nancial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal nancial controls over nancial 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 nancial 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 nancial controls over nancial 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 nancial controls system over nancial reporting and their operating effectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion on the Company’s internal nancial controls system over nancial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A company's internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of nancial 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 nancial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal nancial controls over nancial 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 nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial 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 nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating
steffectively as at 31 March, 2017, based on the internal control over nancial 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.
For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No. 117364W)
Gaurav J. Shah, Partner (Membership No.35701)Place: Vadodara Date: 13.06.2017
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 under ‘Repor t 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 xed assets.
(b) Some of the xed assets were physically veried during the year by the Management in accordance with a programme of verication, which in our opinion provides for physical verication of all the xed assets at reasonable intervals.
According to the information and explanations given to us no material discrepancies were noticed on such verication.
(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/transfer deed/conveyance 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 and disclosed as xed asset in the nancial statements, except the following:
Sr. No.
1
Particulars of Land
Land – Freehold
Remarks
The land, being agricultural land, at the time of purchase were held in name of ex-director on behalf of the Company. Necessary steps taken for obtaining permission to use the same for industrial purpose and transferring the said land in name of the Company.
Location
Bangaluru
Amount (` in Lakhs) (carrying amount as at
the balance sheet date)
235.32
I n respect of immovable properties of land and buildings that have been taken on lease and disclosed as xed asset in the nancial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement as at the balance sheet date, except the following:
(ii) As explained to us, the inventories were physically veried during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verication.
(iii) The Company has not granted any loans, secured or unsecured, to companies, rms, 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) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under. Accordingly, clause (v) of the Order is not applicable to the Company.
(vi) The maintenance of cost records has not been specied by the Central Government under section 148(1) of the Companies Act, 2013.
(vii) According to the information and explanations given to us, and based on legal opinion obtained by the Company, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to 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 Added Tax, Cess and
stother material statutory dues in arrears as at 31 March, 2017 for a period of more than six months from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax and Value Added stTax which have not been deposited as on 31 March, 2017
on account of disputes are given below:
Name of the Statute
Income Tax Act, 1961
Income Tax Act, 1961
Central Sales Tax Act, 1956 and Gujarat Sales Tax Act
Nature of Dues
Income Tax
Income Tax
Sales Tax
Forum where Dispute is Pending
Commissioner of Income Tax (Appeals), Vadodara
Income tax Appellate tribunal, Gujarat
Asst. Commissioner Commercial Tax, Vadodara
Period to which the Amount Relates
2012-13 and 2013-14
2011-12
2012-13
Amount Involved (`.in Lakhs)
681.53
0.48
171.70
Amount Unpaid (`.in Lakhs)
681.15
-
145.74
Sr. No.
1
Particulars of Land
Land - Leasehold
Remarks
The leasehold land at Vadodara are in old name of the Company viz. Manpasand Beverages Private Limited and the Company is in process of converting the said land in its present name.
Location
Vadodara
Amount (` in Lakhs) (carrying amount as at
the balance sheet date)
24.89
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(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 nancial 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 and as per purposes revised with appropriate approvals, other than temporary deployment pending application of proceeds. No term loans has been taken during the year.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its ofcers 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 par ty transactions have been disclosed in the nancial statements etc. as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us, the Company has made allotment of fully paid equity shares to Qualied Institutional Buyers (QIB) during the year.
In respect of the above issue, we further report that,
a) The requirement of Section 42 of the Companies Act, 2013, as applicable, have been complied with; and
b) The amounts raised have been applied by the Company during the year for the purposes for which the funds were raised, other than temporary deployment pending application.
(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-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS Chartered Accountants (Firm Registration No. 117364W)
Gaurav J. Shah, Partner (Membership No.35701)Place: Vadodara Date: 13.06. 2017
stBALANCE SHEET AS AT 31 MARCH, 2017
As at As at As atPARTICULARS Note 31-March-2017 31-March-2016 1-April-2015
ASSETS
Non-current assets (a) Property, plant and equipment 4 43,633.88 26,595.76 8,222.24 (b) Capital work-in-progress 1,833.73 13,393.60 13,163.25 (c) Intangible assets 4 23.38 8.95 8.89 (d) Financial assets (i) Other financial assets 13 12,345.53 1,336.04 148.75 (e) Income tax assets (Net) 20 110.68 - - (f) Deferred tax assets (Net) 5 2,234.59 1,519.01 921.76 (g) Other non-current assets 6 18,330.96 646.59 1,816.43 Total non-current assets 78,512.75 43,499.95 24,281.32
Current assets(a) Inventories 7 6,159.60 7,041.92 4,237.52 (b) Financial assets (i) Investments 8 20,541.89 64.99 3.89 (ii) Trade receivables 9 7,519.34 6,774.97 5,933.51 (iii) Cash and cash equivalents 10 415.38 434.70 348.85 (iv) Bank balances other than (iii) above 11 3,160.34 3,550.44 0.07 (v) Loans 12 3.18 10.09 2.79 (vi) Other financial assets 13 6,559.57 4,407.72 38.69 (c) Other current assets 6 486.04 308.43 202.40 Total current assets 44,845.34 22,593.26 10,767.72 Total Assets 123,358.09 66,093.21 35,049.04
EQUITY AND LIABILITIES
Equity(a) Equity Share capital 14 5,721.62 5,005.40 3,755.40 (b) Other equity 15 109,630.23 55,152.91 15,925.57 Total Equity 115,351.85 60,158.31 19,680.97
LiabilitiesNon-current liabilities(a) Financial Liabilities (i) Borrowings 16 25.32 - 4,915.56(b) Provisions 17 - - 35.15Total non-current liabilities 25.32 - 4,950.71
Current liabilities(a) Financial Liabilities (i) Borrowings 16 - - 5,250.00 (ii) Trade payables 18 6,723.01 4,475.40 2,056.52 (iii) Other financial liabilities 19 51.13 153.23 1,871.08 (b) Provisions 17 45.21 108.16 0.76 (c) Current Tax Liabilities (net) 20 - 25.44 350.04 (d) Other current liabilities 21 1,161.57 1,172.67 888.96 Total current liabilities 7,980.92 5,934.90 10,417.36
Total liabilities 8,006.24 5,934.90 15,368.07
Total Equity and Liabilities 123,358.09 66,093.21 35,049.04 See accompanying notes forming part of the financial statements 1 to 44
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells Dhirendra H. Singh Abhishek D. Singh Chartered Accountants Chairman & Managing Director Whole time Director DIN: 00626056 DIN: 01326637 Gaurav J ShahPartner Paresh Thakkar Bhavesh Jingar M No. 35701 Chief Financial Officer Company Secretary
Place : Vadodara Place : VadodaraDate: 13.06.2017 Date: 13.06.2017
(` In Lakhs)
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In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells Dhirendra H. Singh Abhishek D. Singh Chartered Accountants Chairman & Managing Director Whole time Director DIN: 00626056 DIN: 01326637 Gaurav J ShahPartner Paresh Thakkar Bhavesh Jingar M No. 35701 Chief Financial Officer Company Secretary
Place : Vadodara Place : VadodaraDate: 13.06.2017 Date: 13.06.2017
st STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31 MARCH, 2017
(` In Lakhs)
For Year Ended For Year EndedPARTICULARS Note 31-March-2017 31-March-2016
INCOME
I Revenue from operations 22 71,711.19 53,200.40 II Other income 23 1,790.89 914.04
III TOTAL INCOME (I+II) 73,502.08 54,114.44
IV EXPENSES Cost of materials consumed 24 42,351.51 33,798.11 Purchases of stock-in-trade 25 115.00 307.13 Changes in inventories of finished goods 26 1,888.26 (1,551.29) Excise duty on sale of goods 1,564.83 1,092.77 Employee benefits expense 27 2,096.30 1,592.65 Finance costs 28 118.48 571.57 Depreciation and amortisation expense 4 7,375.68 5,705.12 Other expenses 29 9,717.73 6,929.92
TOTAL EXPENSES (IV) 65,227.79 48,445.98
V PROFIT BEFORE TAX (III-IV) 8,274.29 5,668.46 VI TAX EXPENSE 31 Current tax 1,707.35 1.215.21 Minimum alternate tax credit entitlement (850.00) (602.11) Deferred tax 153.23 5.45
1,010.58 618.55
VII PROFIT FOR THE YEAR (V-VI) 7,263.71 5,049.91 OTHER COMPREHENSIVE INCOME(A) Items that will not be reclassified to statement of profit and loss (a)Remeasurement of the defined benefit plans (54.07) (1.71)(B) Income tax relating to items that will not be reclassified to statement of profit and loss 18.71 0.59
VIII TOTAL OTHER COMPREHENSIVE INCOME (A - B) (35.36) (1.12)
IX TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VII+VIII) 7,228.35 5,048.79
Earnings per Equity Share 37 Basic 12.70 10.78 Diluted 12.69 10.76
See accompanying notes forming part of the financial statements 1 to 44
stSTATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED ON 31 MARCH 2017
stBalance as at 01 April, 2015 3,755.40 7,376.79 8,053.91 430.00 64.87 15,925.57 19,680.97
Profit for the year - 5,049.91 - - - 5,049.91 5,049.91
Other Comprehensive Income of the year,
net of income tax - (1.12) - - - (1.12) (1.12)
TOTAL Comprehensive Income for the year - 5,048.79 - - - 5,048.79 5,048.79
Issue of Shares 1,250.00 - - - - - 1,250.00
Premium on issue of shares - - 38,750.00 - - 38,750.00 38,750.00
Share Issue Expenses - - (3,459.05) - - (3,459.05) (3,459.05)
Dividends - (1,001.08) - - - (1,001.08) (1,001.08)
Taxes on Dividends - (203.79) (203.79) (203.79)
Recognition of share-based payments - - - - 92.47 92.47 92.47
stBalance as at 31 March, 2016 5,005.40 11,220.71 43,344.86 430.00 157.34 55,152.91 60,158.31
Profit for the year - 7,263.71 - - - 7,263.71 7,263.71
Other Comprehensive Income for the year,
net of income tax - (35.36) - - - (35.36) (35.36)
TOTAL Comprehensive Income for the year - 7,228.35 - - - 7,228.35 7,228.35
Issue of Shares (Refer Note 14) 716.22 - - - - 716.22
Premium on issue of shares - - 49,440.17 - - 49,440.17 49,440.17
Share Issue Expenses - - (2,084.60) - - (2,084.60) (2,084.60)
Dividends - - - - - - -
Taxes on Dividends - - - - - - -
Effect of share-based payments - - - - (106.60) (106.60) (106.60)
st Balance as at 31 March, 2017 5,721.62 18,449.06 90,700.43 430.00 50.74 109,630.23 115,351.85
RetainedEarningsNote 15.1
Securitiespremiumreserve
Note 15.2
Generalreserve
Note 15.3
Shareoptions
outstandingaccount
Note 15.4
Particulars
EquityShareCapitalNote 14
Other Equity Total OtherEquity
Note 15
Total equity
(` In Lakhs)
See accompanying notes forming part of the financial statements 1 to 44
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells Dhirendra H. Singh Abhishek D. Singh Chartered Accountants Chairman & Managing Director Whole time Director DIN: 00626056 DIN: 01326637 Gaurav J ShahPartner Paresh Thakkar Bhavesh Jingar M No. 35701 Chief Financial Officer Company Secretary
Place : Vadodara Place : VadodaraDate: 13.06.2017 Date: 13.06.2017
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stSTATEMENT OF CASH FLOWS FOR THE YEAR ENDED ON 31 MARCH 2017
(` In Lakhs)
For the Year For the Year Ended on Ended onPARTICULARS 31-March-2017 31-March-2016
(A) Cash Flows From Operating Activities
Net Profit before Tax 8,274.29 5,668.46 Adjustments for: Depreciation and Amortisation expense 7,375.68 5,705.12 Amortisation expense on leasehold land 7.80 3.45 Finance Costs 118.48 571.57 Interest Income (1,140.07) (906.93) Loss on disposal of property , plant and equipment 12.95 50.92 Net (gain)/ loss on sale of investment (221.58) (1.58) Net (gain)/ loss on financial liabilities designated as at fair value through profit or loss (417.68) (1.10) Expense recognised in respect of Equity settled share based payment 32.46 92.49
Operating Profit Before Working Capital Changes 14,042.33 11,182.40 Movements in working capital:
(Increase) in Trade receivables and other financial and non financial assets (742.74) (1,196.80) Decrease/ (increase) in Inventories 882.32 (2,804.40) Increase in Trade Payables, provisions and other financial and non financial liabilities 2,220.95 2,514.44
Cash Generated From Operations 16,402.86 9,695.64
Income taxes paid (1,843.57) (1,539.81)
Net cash (used)/ generated by operating activities 14,559.29 8,155.83
(B) Cash Flows From Investing Activities
Payments for property, plant and equipment (27,928.88) (23,246.98) Payments for intangible assets (19.94) (10.40) Payments for acquiring operating leasehold land (2,760.74) - Proceeds from disposal of property, plant and equipment 24.98 26.77 Purchase of investments (19,837.64) (58.42) Interest Received 1,000.36 802.93 Bank deposits including Margin Money deposits(with original maturity more than 3 months) (12,803.83) (8,760.68)
Net cash (used in) investing activities (62,325.69) (31,246.78)
(C) Cash Flows From Financing Activities
Proceeds of long term borrowing 36.93 - Repayment of long term borrowing (2.17) (6,381.82) Proceeds / (Repayment) of short term borrowing - (5,250.00) Interest Paid (118.48) (629.32) Proceeds from issue of equity shares (Including securities Premium) of the Company 50,017.33 40,000.00 Payment for share issue expense (2,084.60) (3,459.05) Dividend paid on equity share (0.03) (1,001.12) Tax paid on dividend declared (101.90) (101.89)
Net Cash from financing activities 47,747.08 23,176.80
Net (decrease)/increase In Cash & Cash Equivalents (19.32) 85.85
Cash & Cash Equivalents at the beginning of the year 434.70 348.85
Cash & Cash Equivalents at the end of the year (Refer note 10) 415.38 434.70
Notes: (a) The above Statement of Cash Flow has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS 7) - Statement of Cash Flows
(b) Cash & Cash Equivalents comprises of Cash on hand 12.60 12.87 Balances with banks In current accounts 402.78 421.83
Cash & Cash Equivalents in Cash Flow Statement 415.38 434.70
See accompanying notes forming part of the financial statements 1 to 44
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells Dhirendra H. Singh Abhishek D. Singh Chartered Accountants Chairman & Managing Director Whole time Director DIN: 00626056 DIN: 01326637
Gaurav J Shah Paresh Thakkar Bhavesh Jingar Partner M No. 35701 Chief Financial Officer Company Secretary
Place : Vadodara Place : VadodaraDate: 13.06.2017 Date: 13.06.2017
Notes forming part of the Financial Statements
1. GENERAL INFORMATION
The Company was incorporated on December 17, 2010 in the state of Gujarat under the provisions of the Companies Act, 1956 withCIN No. L15549GJ2010PLC063283.
The Company is in the business of fruits drinks. The Company's business operations, which were being carried out in a different entity, were taken over by the Company effective from 1st April 2011. Further, effective from August 5, 2011 the name of the Company was changed to Manpasand Beverages Private Limited. Subsequently, effective from October 7, 2014 the name of the Company has been changed to Manpasand Beverages Limited.
2. SIGNIFICANT ACCOUNTING POLICIES
(1) Statement of Compliance
The financial statements have been prepared in accordance with Ind ASs notified under the Companies (Indian Accounting Standards) Rules, 2015.
Upto the year ended March 31, 2016, the Company prepared its financial statements in accordance with the requirements of the Standards notified under the Companies (Accounting Standards) Rules, 2014. These are the Company’s first Ind AS financial statements. The date of transition to Ind AS is April 1, 2015. Refer Note 2(19) for the details of first-time adoption exemptions availed by the Company. In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has presented a reconciliation from the presentation of financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2014 ("Previous GAAP") to Ind AS of Shareholders' equity as at March 31, 2016 and April 1, 2015 and of the comprehensive net income for the year ended March 31, 2016 and April 1, 2015.
(2) Basis of Preparation and Presentation
The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. All assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
(3) Revenue Recognition
(a) Sale of Goods
The Company has its selling network across the country in the form of Channel Partners (CP) and Depots. Goods sent to Depot is considered as stock transfer and later on considered as sales when the goods are sold from depot. Revenue from the sale of goods is recognised when all the following conditions are satisfied.
(i) the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
(ii) the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
(iii) the amount of revenue can be measured reliably;
(iv) it is probable that the economic benefits associated with the transaction will flow to the Company; and
(v) the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Sales are net of discounts, sales tax and value added tax. The Sales figure is grossed up to include Excise duty collected on sales.
(b) Dividend and interest income
Dividend income from investments is recognised when the shareholder's right to receive the payment has been established.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis by reference to the principal outstanding.
(4) Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When acquired, finance leases are capitalised at fair value or present value of Minimum Lease payments at the inception of the lease, whichever is lower. Lease payments under operating leases are recognised as an expense on a straight line basis in net profit in the Statement of Profit and Loss over the lease term.
(5) Foreign Currencies
(a) Functional Currency
The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian rupees (rounded off to lakhs)
(b) Transactions and translations
In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
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Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.
(6) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds.
(7) Employee Benefits
(a) Short term Employee Benefits
All employee benefits payable wholly within twelve months of rendering the services are classified as short term employee benefits. Benefits such as salaries, wages etc. and the expected cost of bonus are recognised in the period in which the employee renders the related services.
(b) Post-Employment Benefits
(i) 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.
(ii) 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 Other comprehensive income in the period in which they occur. Past service cost is recognised in profit or loss in the period of a plan amendment.
(c) Long term employee benefits
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.
(8) Share based payment arrangements
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
(9) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred Tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
(10) Property, Plant and Equipment
Freehold land is carried at historical cost and not depreciated. All other items of property, plant and equipment are stated at historical cost less accumulated depreciation and impairment, if any. Costs directly attributable to acquisition are capitalised until the property, plant and
equipment are ready for use, as intended by management. The Company depreciates property, plant and equipment over their estimated useful lives using the written down value method. The estimated useful lives of the assets are as follows:
Asset Useful Life Buildings 30 years Plant and Equipment 15 years Furniture and Fixtures 10 Years Vehicles 8-10 Years Office Equipment 5 Years Computers 3-6 Years
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the on Written Down Value (WDV) basis. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.
Advances paid towards the acquisition of property, plant and equipment outstanding at each Balance Sheet date is classified as capital advances under Other Non-Current Assets and the cost of the assets not put to use before such date are disclosed under 'Capital work-in-progress'. Subsequent expenditures relating to property, plant and equipment is capitalised only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Repairs and maintenance costs are recognized in net profit in the Statement of Profit and Loss when incurred. The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognised in the Statement of Profit and Loss. Assets to be disposed off are reported at the lower of the carrying value or the fair value less cost to sell.
For transition to Ind AS, the company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
(11) Intangible Assets
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each repor ting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Useful lives of intangible assets Computer Software 5 years
For transition to IND AS , Company has elected to continue with the carrying value of all of its intangible assets recognised as of April 1, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
(12) Impairment of Tangible and Intangible assets other than goodwill
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit to which the asset belongs.
If such assets are considered to be impaired, the impairment is recognized in the Statement of Profit and Loss and is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
(13) Inventories
Inventories are stated at the lower of cost and net realisable value after providing for obsolescence. Costs of inventories are determined on weighted average basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition.
(14) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
(15) Financial Instruments
The Company determines the classification of its financial assets and liabilities at initial recognition. The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.
Initial Recognition
The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at
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transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.
Subsequent Measurement
(a) Non-derivative financial instruments
(i) Cash and Cash equivalents
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consists of balances with banks which are unrestricted for withdrawal and usage.
(ii) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(iii) Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iv) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
(b) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are recognized as a deduction from equity.
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company's Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.
(16) Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include available quoted market prices and valuation reports from independent valuers. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized.
(17) Earning Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
(18) Cash flow statement:
Cash flows are reported using the indirect method, whereby net profit / (loss) before 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.
(19) First-time adoption-mandatory exceptions and optional exemptions
Overall Principle
The Company has prepared the opening balance sheet as per Ind AS as of April 1, 2015 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognised assets and liabilities. However, this principle is subject to the certain optional exemptions availed by the Company as given below;
Deemed cost for property, plant and equipment and intangible assets
The Company has elected to continue with the carrying value of all of its plant and equipment and intangible assets recognised as ofApril 1, 2015 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
Determining whether an arrangement contains a lease
The Company has applied Appendix C of Ind AS 17 Determining whether an Arrangement contains a Lease to determine whether an arrangement existing at the transition date contains a lease on the basis of facts and circumstances existing at that date.
(20) Recent accounting pronouncements
Standards issued but not yet effective
In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, ‘Statement of cash flows’ and Ind AS 102, ‘Share-based payment.’ These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB) to IAS 7, ‘Statement of cash flows’ and IFRS 2, ‘Share-based payment,’ respectively. The amendments are applicable to the Company from April 1, 2017.
(i) Amendment to Ind AS 7: Statement of Cashflow
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.
(ii) Amendment to Ind AS 102: Shared- based Payment
The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes.
It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance conditions and non-vesting conditions are reflected in the ‘fair values’, but non-market performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirely. The cash payment to the tax authority is treated as if it was part of an equity settlement.
3. CRITICAL JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
The following are the critical judgements, apart from those involving estimations that the management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Useful lives and residual value of property, plant and equipment and intangible asset:
The Company reviews the useful life and residual value of property, plant and equipment and intangible asset as at the end of each reporting period. This reassessment may result in change in depreciation / amortisation expense in future periods.
Income taxes :
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions including set-off of available MAT credit in future years based on best estimate of revenue, expenses and tax positions for each future year.
Contingent liability judgement :
Note - 32 describes claims against the Company not acknowledged as debt. The Company evaluates each claim on its own or with the help of legal consultant and determines in case any provision is required or disclosure required as part of Contingent liabilities. In cases which includes certain penalties and charges payable to Government agency although as per the contracts, the Management, based on past experience, believes that the penalties and charges are negotiable and not certain and accordingly it is not considered as an obligation as at balance-sheet date and disclosed as contingent liabilities.
ANNUAL REPORT2016-17
CR
EATIN
G V
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E.
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ER
ING
VA
LU
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79
(` I
n La
khs)
4. P
RO
PER
TY P
LAN
T A
ND
EQ
UIP
MEN
T A
ND
IN
TAN
GIB
LE A
SS
ETS
Par
ticu
lars
La
nd (
Leas
e La
nd (
Free
Fa
ctor
y P
lant
and
Fu
rnit
ure
&
Veh
icle
s O
ffic
e C
ompu
ters
To
tal
H
old)
H
old)
B
uild
ings
Eq
uipm
ent
Fixt
ures
Equi
pmen
t
Cos
t
Bal
ance
at
1-A
pril-
2015
2
5.43
3
47.8
7
1,1
91.9
4
6,4
92.9
9
50.
71
82.
98
24.
73
5.5
9
8,2
22.2
4
Add
ition
s -
1,3
06.8
2
3,5
45.9
4
19,
217.
20
36.
47
5.4
1
3.5
4
30.
61
24,
145.
99
Sal
e/ D
ispo
sal
-
-
-
6
3.83
7
.17
0
.06
2
.64
0
.23
73
.93
Bal
ance
at
31-M
arch
-201
6 2
5.43
1
,654
.69
4
,737
.88
2
5,64
6.36
8
0.01
8
8.33
2
5.63
3
5.97
32
,294
.30
Add
ition
s -
2,8
74.8
4
2,8
95.2
0
18,
573.
64
0.8
1
43.
45
3.2
5
55.
03
24,
446.
22
Sal
e/ D
ispo
sal
-
-
-
1
20.1
6
-
-
-
-
120
.16
Bal
ance
at
31-M
arch
-201
7 2
5.43
4
,529
.53
7
,633
.08
4
4,09
9.84
8
0.82
1
31.7
8
28.
88
91.
00
56,6
20.3
6
Acc
umul
ated
dep
reci
atio
n
Bal
ance
at
1Apr
il-20
15
-
-
-
-
-
-
-
-
-
Dep
reci
atio
n/am
ortis
atio
n ex
pens
e 0
.26
-
434
.80
5
,179
.19
2
2.36
2
9.12
1
1.47
2
1.34
5
,698
.54
Ded
uctio
ns
-
-
-
-
-
- -
- -
Bal
ance
at
31-M
arch
-201
6 0
.26
-
434
.80
5
,179
.19
2
2.36
2
9.12
1
1.47
2
1.34
5,
698.
54
Dep
reci
atio
n/am
ortis
atio
n ex
pens
e 0
.28
-
575
.77
6
,719
.01
1
5.34
2
4.55
6
.89
2
8.33
7
,370
.17
Ded
uctio
ns
-
-
-
8
2.23
-
-
-
-
82
.23
Bal
ance
at
31-M
arch
-201
7 0
.54
-
1,0
10.5
7
11,
815.
97
37.
70
53.
67
18.
36
49.
67
12,
986.
48
Net
Blo
ck
As
at 3
1-M
arch
-201
7 2
4.89
4
,529
.53
6
,622
.51
3
2,28
3.87
4
3.12
7
8.11
1
0.52
4
1.33
4
3,63
3.88
As
at 3
1-M
arch
-201
6 2
5.17
1
,654
.69
4
,303
.08
2
0,46
7.17
5
7.65
5
9.21
1
4.16
1
4.63
2
6,59
5.76
As
at 1
-Apr
il-20
15
25.
43
347
.87
1
,191
.94
6
,492
.99
5
0.71
8
2.98
2
4.73
5
.59
8
,222
.24
Not
es:
1. F
reeh
old
land
at B
enga
luru
am
ount
ing
to
235
.32
lakh
s is
hel
d in
the
nam
e of
ex-
dire
ctor
on
beha
lf of
the
Com
pany
bei
ng a
gric
ultu
ral l
and.
Nec
essa
ry s
teps
are
bei
ng ta
ken
for o
btai
ning
the
perm
issi
on to
use
the
sam
e fo
r ind
ustr
ial p
urpo
se a
nd th
erea
fter
tran
sfer
ring
the
said
land
in th
e na
me
of th
e C
ompa
ny.
2. L
ease
hold
land
viz
. E-6
2, E
-93
and
E-94
at V
adod
ara
amou
ntin
g to
2
4.89
Lak
hs a
s at
Mar
ch 3
1, 2
017
(` 2
5.17
Lak
hs a
s at
Mar
ch 3
1, 2
016
and
25.
43 a
s at
Apr
il 1,
201
5) a
re in
the
old
nam
e of
the
Com
pany
viz
. M
anpa
sand
Bev
erag
es P
rivat
e Li
mite
d an
d th
e C
ompa
ny is
in th
e pr
oces
s of
tran
sfer
ring
the
said
land
s in
its
pres
ent n
ame.
4. Property Plant and Equipment and Intangible Assets
5 DEFERRED TAX ASSETS (NET) As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs Deferred Tax Assets MAT credit entitlement 2,361.75 1,511.75 909.64 Others 17.39 7.95 12.12 Deferred Tax Liabilities Difference in carrying value and tax base of investment measured at FVTPL (144.55) (0.69) -
2,234.59 1,519.01 921.76
Intangible Assets (` In Lakhs)
Particulars Computer Software
Cost
Balance at April 1, 2015 8.89
Additions 10.40
Sale/ Disposal (3.76)
Balance at March 31, 2016 15.53
Additions 19.94
Sale/ Disposal 0.00
Balance at March 31, 2017 35.47
Accumulated Amortisation
Balance at April 1, 2015 0.00
Amortisation expense 6.58
Deductions 0.00
Balance at March 31, 2016 6.58
Amortisation expense 5.51
Deductions 0.00
Balance at March 31, 2017 12.09
Net Block
As at March 31, 2017 23.38
As at March 31, 2016 8.95
As at April 1, 2015 8.89
(` In lakhs)ParticularsDeferred tax Opening Recognised Recognised Recognised Reclassifi- Acquisitions Liabilities Closingliabilities)/ Balance in profit or in Other directly in ed from / disposals associated Balanceassets in loss Comprehen- equity equity to with assetsrelation to: sive Income profit or classified as loss held for sale 2015-2016MAT credit entitlement 909.64 602.11 - - - - - 1,511.75 Difference in carryingvalue and tax base ofinvestment measuredat FVTPL - (0.69) - - - - - (0.69)Others 12.12 (4.76) 0.59 - - - - 7.95 921.76 596.66 0.59 - - - - 1,519.01
2016-2017 MAT credit entitlement 1,511.75 850.00 - - - - - 2,361.75 Difference in carryingvalue and tax base ofinvestment measuredat FVTPL (0.69) (143.86) - - - - - (144.55)Others 7.95 (9.37) 18.81 - - - - 17.39
1,519.01 696.77 18.81 - - - - 2,234.59
ANNUAL REPORT2016-17
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7 INVENTORIES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Raw materials 4,061.89 3,055.95 1,802.84 Finished goods 2,097.71 3,985.97 2,434.68 6,159.60 7,041.92 4,237.52
The cost of Inventories recognised as an expense during the year is disclosed in note 24, 25 and 26.
The cost of Inventories recognised as expense includes 18.21 lakhs (during 2015-16 : 21.69) in respect of slow moving inventory. there has been on reversal on account of above in current and previous year.
8 INVESTMENTS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Current Investments Investments carried at fair value through profit or loss (Quoted) Mutual funds 15,327.83 64.99 3.89 Investment in debentures 5,214.06 - - 20,541.89 64.99 3.89
6 OTHER ASSETS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Non-current assets Prepayment of leasehold lands 2,981.37 228.43 231.88 Capital advances 15,349.59 418.16 1,584.55 18,330.96 646.59 1,816.43 Current assets Advance to Suppliers 428.66 135.21 192.63 Prepayment of leasehold lands 33.26 3.45 3.45 Pre-Paid Expenses 16.81 163.59 - Others 7.31 6.18 6.32 486.04 308.43 202.40
18,817.00 955.02 2,018.83
Note: Prepayment of leasehold lands includes one leasehold land viz. Plot no. A7 & A8 at Varanasi amounting to 228.43 Lakhs as at March 31,2017 (` 231.88 as at March 31, 2016 and 235.33 as at April 1, 2015) is in the old name of the Company viz. Manpasand Beverages Private Limited and the Company is in the process of transferring the said lands in its present name.
Particular As at 31-March-2017 As at 31-March-2016 As at 31-March-2015 No. of units Amount No. of units Amount No. of units Amount
Mutual FundsUnion Dynamic Bond Fund Growth 402,509 58.91 453,477 64.99 - - Union Assets Allocation Fund Moderate Plan Growth - - - - 29,990 3.89 Birla Sun Life Dynamic Bond Fund Growth Direct Plan 10,182,217 3,025.91 - - - - HDFC High Interest Fund Dynamic Plan- Direct -Growth Option 3,359,707 1,968.58 - - - - Kotak Flexi Debt Direct Plan Growth 2,745,330 600.00 - - - - ICICI Prudential Banking and PSU Debt Fund -Direct Plan - Growth 42,534,992 8,051.62 - - - - Reliance Short Term Fund - Direct Growth Plan 1,926,151 608.68 - - - - ICICI Prudential Short Term - Direct Plan -Growth Option 1,739,269 609.28 - - - - Invesco India medium term bond fund-Direct plan growth( MT-DI) 23,900 404.85 - - - -
DebenturesMOSL-Aspire Home Finance-9 Series (Refer Note (i)) 100 1,041.90 - - - - MOSL-Aspire Home Finance-7 Series (Refer Note (ii)) 250 2,635.75 - - - - IIFL Wealth Finance Limited (Refer Note (iii)) 1,500 1,536.41 - - - -
Fair value of Quoted Investment 62,915,925 20,541.89 453,477 64.99 29,990 3.89
Investment in mutual fund and debentures at fair value through profit or loss(` In Lakhs)
Fair value of investment in quoted debenture is determine by reference to fair market valuation available from respective assets management company.
Note (i) : The interest on debentures are market linked and payable at maturity. If Nifty Performance>=-75%, then coupon will be 36.5770% and Maturity value will be 13,65770/- per debenture and If Nifty Performance<-75% then coupon will be 0% and Maturity Value will be 10,00,000/- per debenture. The counter parties have PP-MLD[ICRA]AA- credit rating. The debenture will mature on 27.02.2026
Note (ii) : The interest on debentures are market linked and payable at maturity. If Nifty Performance>=-75%, then coupon will be 36.5770% and Maturity value will be 13,65770/- per debentureand If Nifty Performance<-75% then coupon will be 0% and Maturity Value will be 10,00,000/-per debenture. The counterparties have PP-MLD[ICRA]AA- credit rating. The debenture will mature on 06.02.2020
Note (iii) : The interest on debentures are market linked and payable at maturity. Coupon rate is based on the performance of portfolio of listed PSU bank . The counter party have CARE PP-MLD AA credit rating. The debenture will mature on 20.11.2026.
9 TRADE RECEICABLES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Current Trade Receivables Trade Receivables over six months from the due date Unsecured, considered good - 1.52 9.74 - 1.52 9.74
Trade Receivables less than six months from the due date Unsecured, considered good 7,519.34 6,773.45 5,923.77 7,519.34 6,773.45 5,923.77
7,519.34 6,774.97 5,933.51
Credit period on sale of goods is decided based on credit worthiness of customer. Credit period can be increased to 60 days. However, no interest is charged on Trade Receivables for delay in payment beyond 60 days from the date of the Invoice.
11 OTHER BALANCES WITH BANKS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Balances with banks In other deposit accounts with original maturity of more than 3 months but less than 12 months 3,160.34 3,550.00 - In earnmarked accounts Unpaid dividend account - 0.03 0.07 Application Money Refund account - 0.41 -
3,160.34 3,550.44 0.07
10 CASH AND CASH EQUIVALENTS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Cash on hand 12.60 12.87 7.32 Balances with banks In Current Account (Refer Note (i)) 402.78 421.83 341.53
415.38 434.70 348.85 Note (i) : Current account includes one current account with Union Bank of India, Varanasi Branch which is in the old name of the Company viz. Manpasand Beverages Private Limited and the Company is in the process of converting the said account in its present name.
12 LOANS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Employees advances 3.18 10.09 2.79 3.18 10.09 2.79
ANNUAL REPORT2016-17
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13 OTHER FINANCIAL ASSETS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Non-current assets Security Deposits 126.81 69.12 66.98 Bank deposits with maturity period of more than 12 months from the balance sheet date 12,160.93 - - Margin money deposits with maturity period of more than 12 months from the balance sheet date (Refer Note (I)) 57.79 1,266.92 81.77 12,345.53 1,336.04 148.75 Current assets Security Deposits 48.54 278.56 38.69 Interest accrued on deposits 243.71 104.00 - Bank deposits with maturity period of less than 12 months from the balance sheet date 1,030.58 2,092.08 - Margin money deposits with maturity period of less than 12 months from the balance sheet date 5,236.74 1,933.08 - 6,559.57 4,407.72 38.69
18,905.10 5,743.76 187.44
Note (i): Margin money deposits are kept with banks for availing overdraft facility against fixed deposit and includes deposit of 3.67 lakhs in the name of one of the promoter director on behalf of the Company.
14 SHARE CAPITAL As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Authorised 6,50,00,000 Equity Shares of ` 10 each with voting rights (as at March 31, 2016 :5,50,00,000; as at April 1, 2015 : 5,50,00,000) 6,500.00 5,500.00 5,500.00 6,500.00 5,500.00 5,500.00
Issued and Subscribed Capital comprises 5,72,16,198 Equity Shares of ` 10 each fully paid up with voting rights (as at March 31, 2016 : 5,00,54,000 ; as at April 1, 2015 : 3,75,54,000) 5,721.62 5,005.40 3,755.40
5,721.62 5,005.40 3,755.40
Notes (i) Movement of Share Capital Number of Share Capital Shares (` in Lakhs) Balance as at April 1, 2015 3,75,54,000 3,755.40 Public Issue of Shares (Refer note (I)) 1,25,00,000 1,250.00 Balance as at March 31, 2016 5,00,54,000 5,005.40 Issue of Shares under the Company's employee share option plan 40,000 4.00 Issue of Shares under Qualified Institutional Placement (Refer note (ii)) 70,92,198 709.22 Issue of Shares under the Company's employee share option plan 30,000 3.00 Balance as at March 31, 2017 5,72,16,198 5,721.62
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, if any, in proportion to their shareholding.
Note i. 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 9th July, 2015.
ii. The QIP Committee of the Board of Directors of the Company at its meeting held on 3rd October, 2016 approved the allotment of 7,092,198 Equity Shares of face value of ` 10/- each to Qualified Institutional Buyers (QIBs) at the issue price of ` 705.00 per Equity Shares (including a premium of 695.00) aggregating to 50,000 Lakhs in accordance with the Provisions of Chapter VIII of SEBI (ICDR) Regulations, 2009.
iii Share Options granted under the Company's Employee Share Option Plan
At March 31, 2017, executives and senior employees held options over 30000 equity shares of the company, of which options over 30000 equity shares will expire on October 3, 2017. At 31 March, 2016, executives and senior employees held options over 1,00,000 equity shares of the company, of which options over 70,000 equity shares will expire on October 3, 2016 and remaining options over 30,000 equity shares will expire on October 3, 2017. (Refer note no. 36)
15 OTHER QUITY As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Retained earnings 18,449.06 11,220.71 7,376.79 Securities premium reserve 90,700.43 43,344.86 8,053.91 General reserve 430.00 430.00 430.00 Share options outstanding account* 50.74 157.34 64.87 109,630.23 55,152.91 15,925.57
15.2 Year Ended Year Ended SECURITIES PREMIUM RESERVE 31-March-2017 31-March-2016
Balance at the beginning of the year 43,344.86 8,053.91 Public Issue of Shares 49,440.17 38,750.00 Share issue expense adjusted (2,084.60) (3,459.05) Balance at the end of the year 90,700.43 43,344.86
15.3 Year Ended Year Ended GENERAL RESERVE 31-March-2017 31-March-2016
Balance at the beginning of the year 430.00 430.00 Balance at the end of the year 430.00 430.00
15.1 Year Ended Year Ended RETAINED EARNINGS 31-March-2017 31-March-2016
Balance at the beginning of the year 11,220.71 7,376.79 Profit attributable to the owners of the Company 7,263.71 5,049.91 Other Comprehensive Income arising from remeasurement of Defined Benefit Obligation net of Income Tax (35.36) (1.12) 18,449.06 12,425.58 Less: Appropriations Payment of Dividend on equity shares for the year 2014-15 (Refer note (I)) - 500.54 Dividend Distribution Tax on Dividend for 2014-15 - 88.32 Interim Dividend Paid for the year 2015-16 (Refer note (ii)) - 500.54 Dividend Distribution Tax on Interim Dividend for the year 2015-16 - 115.47 - 1,204.87 Balance at the end of the year 18,449.06 11,220.71
Note: i In September 2015, a dividend of was ` 1 per share (Total Dividend ` 500,54,000) was paid to holders of fully paid Equity Shares.
Note: ii On March 22, 2016 a dividend of ` 1 per share (Total Dividend ` 500,54,000) was paid to holders of fully paid Equity Shares.
iv Details of Shares held by Shareholders holding more than 5% shares
As at 31-March-2017 As at 31-March- 2016 As at 1-April-2015 Number of % holding of Number of % holding of Number of % holding of Shares Equity Shares Shares Equity Shares Shares Equity Shares
Dhirendra Hansraj Singh 2,52,45,500 44.12 2,52,30,500 50.41 2,52,30,500 67.18 SAIF Partners India IV Limited 1,00,56,000 17.58 1,11,86,000 22.35 1,11,86,000 29.79 SBI Mutual Fund 32,90,776 5.75 42,20,552 8.43 - - v 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
Particulars Aggregate number A ggregate number Aggregate number of shares As at of shares As at of shares As at 31-March-2017 31-March-2016 1-April-2015 Fully Paid up Equity shares with voting rights pursuant to contracts without payment being received in cash 25,24,300 25,24,300 25,24,300 By way of bonus shares 3,37,98,600 3,37,98,600 3,37,98,600
vi The Board of Directors at it meeting held on June 13, 2017 have recommended a payment of final dividend of 1 (Rupee One Only) per equity share of the face value of 10 each for the financial year ended on 31st March 2017
ANNUAL REPORT2016-17
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15.4 Year Ended Year Ended SHARE OPTIONS OUTSTANDING ACCOUNT 31-March-2017 31-March-2016
Balance at the beginning of the yea 157.34 64.87 Arising on share based payment (106.60) 92.47 Balance at the end of the year 50.74 157.34
Details of terms of repayment for the other long-term borrowings and security provided in respect of the secured long-term borrowings:
16 BORROWING As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Long-term borrowings, non-current portion Secured term loans from banks - - 4,912.60 Secured Maturities of finance lease obligations 25.32 - 2.96 25.32 - 4,915.56
Long-term borrowings, current portion Secured term loans from banks - - 1,466.26 Secured Maturities of finance lease obligations 9.44 - 31.07 9.44 - 1,497.33
Short-term borrowings Secured loans from banks Cash Credit Account - - 5,250.00 - - 5,250.00
34.76 - 11,662.89
As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars Terms of Repayment and Security. ` In Lakhs ` In Lakhs ` In Lakhs
Secured Secured Secured
- 6,378.86
Term loans from banks:
Union Bank :- Monthly repayment of 126.02 Lakhs during the year 2015-16 carrying interest rate of 3.5% over base rate.
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) F la t No B -7 , N i zampura , Baroda in the name o fMr. 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.1768 & 1774/1, Manjusar, Savli Road, Vadodara.
g) Personal Guarantee of 4 (Four) Directors & Mr. Vijay Panchal and corporate guarantee of M/s. Manpasand Snacks & Beverages Ltd.
Union Bankof India (UBI)
Maturities of finance lease obligations Vehicle 34.76 - 34.03 Loans
TOTAL 34.76 - 6,412.89
"Loan outstanding as at April 1, 2015 was prepaid during the previous year ended on March 31, 2015.The vehicle loans were secured by hypothecation of the related vehicles. The same are repayable in equated monthly instalments varying from ` 8,600 to` 42,129 over a period of 60 months. "
17 PROVISIONS As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Non - Current Provisions Employee benefit Provision for gratuity (Refer Note 38) - - 35.15 - - 35.15
Current Provisions Provision for Compensated Expenses (Refer note (i)) 17.94 - - Provision for gratuity (Refer note 38) 27.27 6.26 0.76 Provision for tax on interim dividend - 101.90 - 45.21 108.16 0.76
45.21 108.16 35.91
Note (i): The provision for leave encashment includes annual leave and vested long service leave entitlement accrued and compensation claims made by the employees. The Company has implemented leave encashment policy effective from April 1 ,2016.
18 TRADE PAYABLES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Trade payables Due to others 6,566.04 4,315.35 2,056.45 Payables for employee benefits 156.97 160.05 0.07 6,723.01 4,475.40 2,056.52 The Average Credit Period on Purchases of Goods is 45 days. However, no interest is charged on the outstanding balance in case of delay in payment beyond the credit period. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
Dues to Micro and Small EnterprisesThe Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows: Particulars As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at year end. - - - Interest due thereon remaining unpaid to any supplier as at the end of the accounting year - - - The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day - - - The amount of interest due and payable for the year - - - The amount of interest accrued and remaining unpaid at the end of the accounting year - - - The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid - - - Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the Auditors.
19 OTHER FINANCIAL LIABILITIES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Current liabilities Current maturities of long-term debt (Refer Note 16) - - 1,466.26 Current maturities of finance lease obligations (Refer Note 16) 9.44 - 31.07 Interest accrued and due - - 57.75 Unpaid dividend - 0.03 0.07 Creditors for capital goods 41.69 152.79 189.82 Installment Due but not paid on term loan - - 126.11 Application money received for allotment of share to the extent refundable - 0.41 -
51.13 153.23 1,871.08
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21 OTHER LIABILITIES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Current liabilities Payables to statutory authorities 212.02 196.84 69.76 Advances received from Customers 768.71 975.83 819.20 Deferred revenue (EPCG) 180.84 - - 1,161.57 1,172.67 888.96
20 TAX ASSETS AND LIABILITIES As at 31- As at 31- As at 01- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
Non-current Income tax assets Tax refund receivable (net of provision for tax) 110.68 - - 110.68 - -
Current Current Tax Liabilities Income tax payable (net of payments) - 25.44 350.04 - 25.44 350.04
110.68 25.44 350.04
22 REVENUE FROM OPERATIONS For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Sale of products- Fruits Drink (including stock in trade) 70,684.81 52,157.19 Other operating income 1,026.38 1,043.21 71,711.19 53,200.40
23 OTHER INCOME For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Interest income 1,140.07 906.93 Net gain on sale of investments 221.58 1.58 Net gain/(loss) on fair valuation of investments carried at FVTPL 417.68 1.10 Other non-operating Income 11.56 4.43 1,790.89 914.04
25 PURCHASES OF STOCK IN TRADE For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Purchase of stock in trade 115.00 307.13
115.00 307.13
24 COST OF MATERIALS CONSUMED For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Opening Stock 3,055.95 1,802.84 Add: Purchases 43,357.45 35,051.22 46,413.40 36,854.06 Less: Closing stock 4,061.89 3,055.95 42,351.51 33,798.11
27 EMPLOYEE BENEFITS EXPENSE For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Salaries and Wages 1,821.55 1,378.14 Contributions to provident and other funds 153.67 57.82 Expense on Employee Stock Option Scheme 32.46 92.49 Staff Welfare Expenses 88.62 64.20 2,096.30 1,592.65
28 FINANCE COSTS For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Interest costs on: - Borrowings 102.82 526.83 - Others on statutory dues 11.07 35.38 Other borrowing cost 4.59 9.36 118.48 571.57
29 OTHER EXPENSES For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Power and fuel 1,423.39 1,043.44
Labour Charges 400.38 269.67
Repairs & maintenance
Building 33.87 158.35
Plant & Machinery 602.30 523.64
Others 7.85 77.98
Rent 25.36 36.58
Insurance 36.16 26.96
Legal and professional 107.69 20.08
Branding and Advertisement Expenses 5,083.66 3,406.64
Rates & Taxes 186.33 132.79
Payments to auditors ( Refer note: 30) 33.08 17.86
Travelling expense 272.20 183.35
Carriage outwards 1,064.00 442.76
Loss on Sale of Fixed Assets 12.95 50.92
Corporate Social Responsibility Expenses 62.12 43.18
Miscellaneous Expenses 366.39 495.72
9,717.73 6,929.92
26 CHANGES IN INVENTORIES OF FINISHED GOODS For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Opening stocks Finished goods 3,985.97 2,434.68 Less : Closing stocks Finished goods 2,097.71 3,985.97 Net (increase) / decrease in stock 1,888.26 (1,551.29)
30 PAYMENT TO AUDITORS (INCLUDING SERVICE TAX) For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
(a) As auditor Audit fees 17.25 17.17 (b) For other services* 15.64 0.40 (c) Out of pocket expenses 0.19 0.29 33.08 17.86
* Excludes the fee paid to statutory auditors amounting to `78.20 lakhs for QIB related services for the year ended on 31-March-2017 and` 51.30 Lakhs for IPO related services for the year ended on 31-March-2016. The same is included in share issue expense. (Refer note 15.2)
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32 CONTINGENT LIABILITIES AND COMMITMENTS As at 31- As at 31- As at 1- March-2017 March-2016 April-2015
Particulars ` In Lakhs ` In Lakhs ` In Lakhs
(a) Contingent liabilities:
1) Claims against the Company not acknowledged as debts i. Income Tax demand - Disputed by Company 682.02 7.92 - ii. EPCG - Custom Duty [secured against bank guarantee of ` 180.84 Lakhs (Previous Period ` 180.84 Lakhs) 180.84 180.84 180.84 iii. Sales Tax demand - Disputed by Company 171.70 - -
(b) Commitments: 1) Estimated amount of contracts remaining to be executed on capital account and not provided for i. Towards Property, Plants and Equipment 22,289.90 1,575.58 3,908.81 2) Letter of credit issued by banker and outstanding 88.60 - - 3) For Lease commitments, Refer Note 40
The company is a party to legal proceedings in the normal course of business and does not expect the outcome of these proceedings to have any adverse effect on its financial conditions, results of operations or cash flows. Further, claims by parties in respect of which the Management have been legally advised that the same are frivolous and not tenable, have not been considered as contingent liabilities as the possibility of an outflow of resources embodying economic benefit is highly remote.
33 SEGMENT REPORTING
The Company is in the business of "Fruit Drinks" and has only one reportable operating segment as per Ind AS 108 - Operating Segments.
The same is consistent with the information provided to and reviewed by chief operating decision maker.
31 INCOME TAXES
A. The major components of income tax expense for the year are as under: For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
(i) Income tax recognised in the statement of Profit and loss Current tax Current tax 1,707.35 1,215.21 Minimum alternate tax credit entitlement (850.00) (602.11)
Deferred tax Deferred tax relating to reversal of temporary difference(net) 153.23 5.45
1,010.58 618.55
Income tax expenses recognised in comprehensive income Deferred tax (asset) on net loss on remeasurements of defined benefit plans (18.71) (0.59) (18.71) (0.59)
Income tax expense reported in the statement of profit and loss 991.87 617.96
B. Reconciliation of tax expense and the accounting profit for the year is as under: For the Year Ended For the Year Ended on 31-March-2017 on 31-March-2016
Particulars ` In Lakhs ` In Lakhs
Profit before tax 8,274.29 5,668.46 Income tax expense calculated at corporate tax rate @ 34.61% 2,863.73 1,961.85 Tax effect of Income that is exempt / deductible from tax (1,025.97) (742.89) Non-deductible expenses (net) 3.45 7.96 Income which is taxed at special rate (0.22) - Incentive MAT credit (850.00) (602.11) Others 0.88 (6.85)
Tax expense as per Statement of Profit and loss 991.87 617.96
34.2 Categories of financial instruments
The carrying value of financial instruments by categories as of March 31, 2017 is as follows
Particulars Fair value Amortised Total Total fair through Cost Carrying value profit or loss value
Financial Assets Cash and Cash Equivalents - 415.38 415.38 415.38 Other Balances with Banks - 3,160.34 3,160.34 3,160.34 Investments 20,541.89 - 20,541.89 20,541.89 Trade receivables - 7,519.34 7,519.34 7,519.34 Loans - 3.18 3.18 3.18 Other financial asset - 18,905.10 18,905.10 18,905.10 Total 20,541.89 30,003.34 50,545.23 50,545.23 Financial Liabilities Short Term borrowings - - - - Long Term borrowings - 25.32 25.32 25.32 Trade Payables - 6,723.01 6,723.01 6,723.01 Other financial liabilities - 51.13 51.13 51.13 Total - 6,799.46 6,799.46 6,799.46
(` In Lakhs)
Particulars Fair value Amortised Total Total fair through Cost Carrying value profit or loss value
Financial Assets Cash and Cash Equivalents - 434.70 434.70 434.70 Other Balances with Banks - 3,550.44 3,550.44 3,550.44 Investments 64.99 - 64.99 64.99 Trade receivables - 6,774.97 6,774.97 6,774.97 Loans - 10.09 10.09 10.09 Other financial asset - 5,743.76 5,743.76 5,743.76 Total 64.99 16,513.96 16,578.95 16,578.95 Financial Liabilities Short Term borrowings - - - - Long Term borrowings - - - - Trade Payables - 4,475.40 4,475.40 4,475.40 Other financial liabilities - 153.23 153.23 153.23 Total - 4,628.63 4,628.63 4,628.63
The carrying value of financial instruments by categories as of March 31, 2016 is as follows (` In Lakhs)
Particulars Fair value Amortised Total Total fair through Cost Carrying value profit or loss value
Financial Assets Cash and Cash Equivalents - 348.85 348.85 348.85 Other Balances with Banks - 0.07 0.07 0.07 Investments 3.89 - 3.89 3.89 Trade receivables - 5,933.51 5,933.51 5,933.51 Loans - 2.79 2.79 2.79 Other financial asset - 187.44 187.44 187.44 Total 3.89 6,472.66 6,476.55 6,476.55 Financial Liabilities Short Term borrowings - 5,250.00 5,250.00 5,250.00 Long Term borrowings - 4,915.56 4,915.56 4,915.56 Trade Payables - 2,056.52 2,056.52 2,056.52 Other financial liabilities - 1,871.08 1,871.08 1,871.08 Total - 14,093.16 14,093.16 14,093.16
The carrying value of financial instruments by categories as of April 01, 2015 is as follows (` In Lakhs)
34 FINANCIAL INSTRUMENTS
34.1 Capital Management
The Company manages its capital to ensure that it will be able to continue as a Going Concern while maximising the return to stakeholders. The Company has minimum dependence on external debt and operates mainly through internal accruals and equity funding. The Company is not subject to any externally imposed capital requirements.
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34.3 Financial Risk Management objectives
The management of the Company monitors and manages the financial risks relating to the operations of the Company on a continuous basis.
These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
Compliance with policies and exposure limits is reviewed internally on a continuous basis. The Company does not enter into any trade financial
instruments, including derivative financial instruments and relies on natural hedge.
34.4 Market Risk
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
The Company has a very limited exposure to foreign currency risk and thereby it has not hedged its foreign currency trade payables.
34.5 Foreign currency risk management The functional currency of the company is Indian Rupees. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.
The carrying amounts of the Company’s foreign currency denominated monetary items are restated at the end of each year. The same at the end of the reporting period are as follows :
Particulars As at 31-March-2017 As at 31-March-2016 As at 01April-2015 Currency Amount in FC Currency Amount in FC Currency Amount in FC Trade Payables USD 168,986.42 - - - - Foreign Currency Sensitivity Analysis The Company is exposed to US Dollar. The following table details the Company's sensitivity to a 5% increase and decrease in the Rupee against USD. 5% is a sensitivity rate used
when reporting foreign currency internally to the key management personnel and represents management's assessment of the reasonably possible changes in the foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in the foreign currency rates. A positive number below indicates an increase in profit or equity where the Rupee strengthens 5% against the relevant currency. For a 5% weakening of the Rupee against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.
(` In lakhs)
Particulars Currency USD impact Change in exchange rate Profit for the year Equity net of tax March 31, 2017 Strengthening 5% 5.48 5.48 Weakening (5.48) (5.48) March 31, 2016 Strengthening 5% - - Weakening - - April 1, 2015 Strengthening 5% - - Weakening - -
34.6 Interest rate risk management The Company is not exposed to interest rate risk because the Company generally borrows funds at fixed interest rates.
Interest rate sensitivity analysis The sensitivity analysis has been determined based on the exposure to interest rates for instruments at the end of the reporting period.
34.7 Credit risk management
Credit risk refers to the risk that the counter party will default on its contractual obligations resulting in financial loss to the Company. The Company is operating through network of channel partners and depots based at different locations. Credit arises primarily from financial assets such as trade receivable, investment in mutual fund , other balances with bank and other receivables.
Regular monitoring of the receivables is undertaken by the Marketing Department. In case of new customers, the goods are generally supplied only against advance receipts. The marketing department of the Company regularly discusses the credit risks, measures taken to address them and the status and level of risk after the measures taken. In case the receivables are not recovered even after regular follow up, the same is brought to the attention of the senior management and measures are taken to stop further supplies to the concerned party.
Credit risk arising from investment in mutual fund and other balance with bank is limited and there is no collateral held against these because the counter parties are bank and recognised financial institutions with high credit ratings.
34.8 Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk
management framework for the management of the Company's short-term, medium-term and long-term funding and liquidity management requirements. The Company manages its funds mainly from internal accruals. The liquidity risk is managed by maintaining adequate fixed deposits, investment in mutual funds and banking facilities and by matching the maturity profiles of financial assets and liabilities.
Particulars Less than 6 to 12 More than Total Carrying 6 Months Months 12 Months amount Year ended 31-March-2017 Financial liabilities Borrowings (Vehicle Loan) 4.72 4.72 34.22 43.66 34.76 Trade payables 6,723.01 - - 6,723.01 6,723.01 Other financial liabilities 51.13 - - 51.13 51.13 Total 6,778.86 4.72 34.22 6,817.80 6,808.90 Year ended 31-March-2016 Financial liabilities Trade payables 4,475.40 - - 4475.4 4,475.40 Other financial liabilities 153.23 - - 153.23 153.23 Total 4628.63 - - 4,628.63 4,628.63 Year ended 1-April-2015 Financial liabilities Borrowings 11,661.54 1.61 12.85 11,676.00 11,662.89 Trade payables 2,056.52 - - 2,056.52 2,056.52 Other financial liabilities 1,871.08 - - 1,871.08 1,871.08 Total 15,589.14 1.61 12.85 15,603.60 15,590.49
(` In lakhs)
34.9 Fair Value Measurements This note provides information about how the Company determines fair values of various financial instruments. Some of the Company's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table
gives information about how the fair values of financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
Fair value of the Company's financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required) Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities
recognised in the financial statements approximate their fair values.
Liquidity and interest risk tables
The following tables detail the Company's remaining contractual maturity for its non derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The Company had filed a Draft Red Herring Prospectus (DRHP) in November 2014 and Prospectus in June 2015 with one of the objects of utilising the proceeds of the Initial Public Offer (IPO) for the repayment/prepayment of its debt. Thus, as at April 1, 2015, the contractual maturity of the non derivative financial liabilities is considered to be less than six months although the Company was under no obligation to make the entire payment within such period.
(` In lakhs)
31-March-2017Investment in
variousmutual fundsof good credit
rating-` 15,327.83
31-March-2016Investment in
variousmutual fundsof good credit
rating-` 64.99
01-April-2015Investment in
variousmutual fundsof good credit
rating-` 3.89
Level 11) Investment in open-ended mutual funds (see note 8)
2) Investment in redeemable debentures (see note 8)
Fair Valuehierarchy
Fair value as atFinancial assets /financial liabilities
Quoted NAVsprices in an
active market.
Valuationtechnique(s)
and keyinput(s)
Listed debtsecurities ofCompaniesengaged inthe finance
industry` 5,214.06
- - Level 2 Directly or indirectly
observable market inputs,
other than Level 1 inputs
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34.10 F air Value Hierarchy as at 31.03.2017 (` in lakhs) Particulars Level 1 Level 2 Level 3 Total Investment in mutual funds 15,327.83 - - 15,327.83 Investment in debentures - 5,214.06 - 5,214.06
Fair Value Hierarchy as at 31.03.2016 (` in lakhs) Particulars Level 1 Level 2 Level 3 Total Investment in mutual funds 64.99 - - 64.99
Fair Value Hierarchy as at 01.04.2015 (` in lakhs) Particulars Level 1 Level 2 Level 3 Total Investment in mutual funds 3.89 - - 3.89
35 Details of Unhedged exposure in foreign currency denominated monetary items
a) Exposure in foreign currency- Unhedged
st The foreign currency exposure not hedged as at 31 March 2017 is as under (` in lakhs) Particulars Currency Amount in Foreign Currency As at Equivalent amount in INR As at 3 1.03.2017 31.03.2016 01.04.2015 31.03.2017 31.03.2016 01.04.2015 Trade Payables USD 1.69 - - 109.57 - -
36 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
the Shareholders in the Annual General Meeting held on 14th 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 limit of 100,000 options and aggregate 2% of the issued capital as on 14th August, 2014. The vesting period 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."
The following share based payment arrangements were in existence during the current and prior years: Options Series Number Grant date Expiry date Exercise Fair value at price grant date ESOP 2014 Stage 1 40,000 03/10/2014 02/10/2016 20 203.50 ESOP 2014 Stage 2 30,000 03/10/2014 02/10/2017 20 203.50 ESOP 2014 Stage 3 30,000 03/10/2014 02/10/2018 20 203.50
Movements in share options during the year The following reconciles the share options outstanding at the beginning and end of the year: For the year ended For the year ended 31-March-17 31-March-16 Number of Weighted Number of Weighted Particulars options average exercise options average exercise price per option price per option ` ` Balance at beginning of year 100,000 20 100,000 20 Granted during the year - - - - Exercised during the year 70,000 20 - - Expired during the year - - - - Balance at end of year 30,000 20 100,000 20
(The fair value at grant date is determined using Binomial Option Pricing Model which takes into account exercise price, the term of option, the expected price volatility, the expected dividend yield and the risk free interest rate for the term of the option.)
Share options outstanding at the end of the yearThe share options outstanding at the end of the year had a weighted average exercise price of ` 20 (as at March 31, 2016: ` 20), and a weighted average remaining contractual life of 185 days (as at March 31, 2016: 317 days)
37 EARNINGS PER SHARE
Basic Earnings Per Share Particulars As at 31-March- As at 31-March- 2017 2016
Profit for the period attributable to Equity Shareholders (` in Lakhs) 7,263.71 5,049.91 Weighted average number of equity shares outstanding during the year 57,216,198 46,843,617 Basic Earning Per Share (`) 12.70 10.78 Face Value Per Share 10.00 10.00
Diluted Earnings Per Share Particulars As at 31-March- As at 31-March- 2017 2016 Profit for the period (` in Lakhs) 7,263.71 5,049.91
Weighted average number of equity shares for Basic EPS 57,216,198 46,843,617 Add : a. Dilutive Employee Share Options 21,983 69,553 Weighted average number of equity shares for Diluted EPS 57,238,181 46,913,170
Diluted Earning Per Share (`) 12.69 10.76 Face Value Per Share 10.00 10.00
38 EMPLOYEE BENEFIT PLANS Defined Contribution Plans The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Provident fund is managed through
government administered fund. The Company recognised ` 126.73 Lakhs (Previous Year ` 27.77 Lakhs) 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.
Defined benefit plans The Company offers the employee benefit scheme of gratuity to its employees as per Gratuity Act, 1972. These plans typically expose the Company to various risks such as: actuarial risk, investment risk, liquidity risk, market risk and legislative risk.
Share options exercised during the year The following share options were exercised during the year:
Options series Number Exercise Share Price at Exercised date exercise date (`) Granted on September 21, 2016 40,000 21/09/2016 747.15 Granted on November 24, 2016 30,000 24/11/2016 666.55 70,000
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The principal assumptions used for the purposes of the actuarial valuations were as follows. Valuation as at 31-March-2017 31-March-2016 01-April-2015 Discount rate 7.10% 8.05% 7.80% Salary growth rate 10.00% 7.00% 7.00% Withdrawal rates 20% at younger 5% at younger 5% at younger ages reducing ages reducing ages reducing to 1% at older to 1% at older to 1% at older ages ages ages
Amounts recognised in the statement of profit and loss in respect of the defined benefit plans are as follows: (` in lakhs) Particulars As at As at 31-March-2017 31-March-2016 Amounts recognized in Profit & Loss Account a. Current Service Cost 27.54 27.27 b. Net interest cost (0.60) 2.78 c. Components of defined benefit costs recognised in profit or loss 26.94 30.05
Amounts recognised in Other Comprehensive Income a. Components of actuarial gain/losses on obligations: (i) Due to Change in financial assumptions (39.67) (2.17) (ii) Due to change in demographic assumption 1.47 - (iii) Due to experience adjustments (16.33) 0.46 b. Return on plan assets excluding amounts included in interest income 0.46 - c. Components of defined benefit costs recognised in other comprehensive income (54.07) (1.71)
The current service cost and the net interest expense for the year are included in the 'Employee benefits expense' line item in the statement of profit and loss. The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the balance sheet arising from the entity's obligation in respect of its defined benefit plans is as follows:
(` in lakhs) Particulars As at As at As at 31-March-2017 31-March-2016 01-April-2015 Present value of funded defined benefit obligation 151.42 64.25 35.91 Fair value of plan assets 124.15 57.99 - Net liability/(asset) 27.27 6.26 35.91
Actual Risk It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons: Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected. Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate. Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption then the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
Investment Risk For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
Liquidity Risk Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflow.
Market Risk Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative Risk Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.
Movements in the present value of the defined benefit obligation are as follows. (` in lakhs) Particulars As at As at 31-March-2017 31-March-2016 Opening defined benefit obligation 64.25 35.91 Current service cost 27.54 27.27 Interest cost 5.10 2.78 Actuarial loss/(gain) due to Change in financial assumptions 39.67 (2.17) Actuarial loss/(gain) due to change in demographic assumption (1.47) - Actuarial loss/(gain) due to experience adjustments 16.33 0.46 Closing defined benefit obligation 151.42 64.25
Movements in the fair value of thr plan assets are as follows. (` in lakhs) Particulars As at As at 31-March-2017 31-March-2016 Opening Fair Value of Plan Assets 57.99 - Interest income 5.70 - Return on Plan assets excluding amounts included in interest income 0.46 - Contributions 60.00 57.99 Closing Fair Value of Plan Assets 124.15 57.99
39 RELATED PARTY TRANSACTIONS Details of related parties Description of Relationship Names of Related Parties Key Management Personnel - significant influence - holding more than 20% Mr. Dhirendra Singh (Chairman and Managing Director) Key Management Personnel Mr. Abhishek Singh (Whole Time Director) Key Management Personnel Mr. Paresh Thakkar (Chief Financial Officer) Key Management Personnel Mr. Bhavesh Jingar (Company Secretary)
Other Related parties Names of Related Parties Significant Influence holding more than 20% SAIF Partners India IV Limited (up to October 3, 2016) Significant Influence of Key Management Personnel Manpasand Snack & Beverages Limited Significant Influence of Key Management Personnel M-Tel Electronics Private Limited Significant Influence of Key Management Personnel X-Cite Nutritions Private Limited Hindu Undivided Family where KMP is the Karta D H Singh - HUF Entity controlled by Director Bipin & Co. 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
39.1 Compensation of key management personnel of the Company
The remuneration of directors and other members of Key management personnel during the year was as follows: Particulars For the year ended For the year ended 31-March-2017 31-March-2016Short term benefits Mr. Dhirendra Singh (Chairman and Managing Director) 148.47 60.00 Mr. Abhishek Singh (Whole Time Director) 80.49 24.00 Mr. Dharmendra Singh - 36.00 Mr. Paresh Thakkar (Chief Financial Officer) 11.52 7.94 Mr. Bhavesh Jingar (Company Secretary) 7.29 5.20 247.77 133.14Post - employment benefits Mr. Dhirendra Singh (Chairman and Managing Director) 3.13 - Mr. Abhishek Singh (Whole Time Director) 1.69 - Mr. Paresh Thakkar (Chief Financial Officer) 0.22 - Mr. Bhavesh Jingar (Company Secretary) 0.15 - 5.19 -Share- based payments Mr. Paresh Thakkar (Chief Financial Officer) 4.20 - Mr. Bhavesh Jingar (Company Secretary) 2.10 - 6.3 - 259.26 133.14
The remuneration of directors are determined by the remuneration committee having regard to performance of individuals and market trends.
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40 Operating Lease Arrangements And Finance Lease Arrangements
(a) Assets given on Operating lease The Company does not have any assets given on operating lease during the reporting period.
(b) Assets taken on Operating lease The Company has leasing arrangements in respect of operating leases for premises viz. office, godowns, etc. These leasing arrangements
which are cancellable (other than those specified below), range between eleven months to five years and are usually renewable by mutual consent on mutually agreeable terms.
The Company has taken certain lands on operating lease which are non-cancellable. The lease rentals are payable by the Company on an annual basis. The aggregate lease rentals payable are charged as rent in the statement of profit and loss.
Future minimum lease rentals payable under non-cancellable lease agreements are as under: (` in lakhs) Particulars For the Year ended For the Year ended As at 31-March-2017 31-March-2016 01-April-2015 Not later than one year 0.49 0.15 0.15 Later than one year and not later than five years 1.97 0.61 0.61 Later than five years 125.15 38.21 38.36 Total Payment 127.61 38.97 39.12
Details of related party transactions during the year ended and balances outstanding as at: Particulars Relationship For the Year For the Year ended 31-March- ended 31-March- 2017 2016 (` in Lakhs) (` in Lakhs) a. Exp. Charged by other Co. Bipin & Co.( Professional fee) Entity controlled by Director 172.29 -
b. Payment of Dividend Mr. Dhirendra Hansraj Singh KMP - 504.61 Mr. Abhishek Singh KMP - 0.05 Mrs. Sushma Singh Relative of KMP - 0.05 Mr. Harshvardhan Singh Relative of KMP - 0.05 Mr. Dharmendra Singh Relative of KMP - 0.05 SAIF Partners India IV Limited (upto October 3, 2016) Significant influence - 223.72
Balance at year end: a. Trade Payables: Mr. Dhirendra Singh KMP 10.83 0.63 Mr. Abhishek Singh KMP 7.25 1.11 Mr. Dharmendra Singh KMP Relatives - 4.99 Mr. Bipin & Co. Entity controlled by Director 0.77 -
41 IPO Utilisation
On July 9, 2015, 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 BSE Limited and National Stock Exchange of India Limited.
Details of Utilisation of IPO Proceeds are as follows:
Sr. As per Revised As Utilisation Unutilised No. Objects of the issue as per Prospectus Prospectus per note up to amount as at below 31-March-2017 31-March-2017
a Setting-up of a new manufacturing facility in the state of Haryana 15,322.90 15,322.90 15,322.90 - b Modernisation of our existing manufacturing facilities at Vadodara 1 Facility and Varanasi Facility 3,888.20 3,888.20 3,888.20 - c Setting-up of a new corporate office at Vadodara 2,339.60 125.00 - 125.00 d Repayment / prepayment of certain borrowings availed by the Company 10,090.00 10,090.00 10,090.00 - e General corporate purposes 4,723.70 4,723.70 4,723.70 - f Share Issue Expenses 3,635.60 3,635.60 3,635.60 - g Adding up new production lines at Ambala unit and Vadodara 2 Unit 0.00 2,214.60 2,339.60 (125.00)
Total 40,000.00 40,000.00 40,000.00 0.00
Note: The Company has varied the objects of the Issue, as stated in the prospectus, by passing the special resolution through postal ballot thon 5 September, 2016. Applicable provisions of the Companies Act, 2013 have been complied with.
(` in lakhs)
42. FIRST TIME IND AS ADOPTION RECONCILIATIONSAll amounts are in ` Lakhs unless otherwise statedEffect of Ind AS adoption on the balance sheet as at March 31, 2016 and April 1, 2015
ASSETS
(1) Non-current assets (a) Property, plant and equipment a. 26,827.64 (231.88) 26,595.76 8,457.57 (235.33) 8,222.24 (b) Capital work-in-progress 13,393.60 - 13,393.60 13,163.25 - 13,163.25 (c) Intangible assets 8.95 - 8.95 8.89 - 8.89 (d) Financial assets - Other financial assets 1,336.04 - 1,336.04 148.75 - 148.75 (e) Deferred tax assets (net) f. 1,519.12 (0.11) 1,519.01 922.07 (0.31) 921.76 (f) Other non-current assets a. 418.16 228.43 646.59 1,584.56 231.87 1,816.43
Total Non-current assets 43,503.51 (3.56) 43,499.95 24,285.09 (3.77) 24,281.32
(2) Current assets (a) Inventories 7,041.92 - 7,041.92 4,237.52 - 4,237.52 (b) Financial assets (i) Other investments b. 63.00 1.99 64.99 3.00 0.89 3.89 (ii) Trade receivables 6,774.97 - 6,774.97 5,933.51 - 5,933.51 (iii) Cash and cash equivalents 434.70 - 434.70 348.85 - 348.85 (iv) Bank balances other than (iii) above 3,550.44 - 3,550.44 0.07 - 0.07 (v) Loans 10.09 - 10.09 2.79 - 2.79 (vi) Other financial assets 4,407.72 - 4,407.72 38.69 - 38.69 (c) Other current assets a. 304.99 3.44 308.43 198.95 3.45 202.40
Total current assets 22,587.83 5.43 22,593.26 10,763.38 4.34 10,767.72 Total Assets 66,091.34 1.87 66,093.21 35,048.47 0.57 35,049.04
EQUITY AND LIABILITIES
(1) Equity (a) Equity Share capital 5,005.40 - 5,005.40 3,755.40 - 3,755.40 (b) Other equity b., c., f. 55,151.04 1.87 55,152.91 15,336.13 589.44 15,925.57 Total Equity 60,156.44 1.87 60,158.31 19,091.53 589.44 19,680.97
Liabilities (2) Non-current liabilities (a) Financial Liabilities Borrowings - - - 4,915.56 - 4,915.56 (b) Provisions - - - 35.15 - 35.15 Total non-current liabilities - - - 4,950.71 - 4,950.71
(3) Current liabilities (a) Financial Liabilities (i) Borrowings - - - 5,250.00 - 5,250.00 (ii) Trade payables 4,475.40 - 4,475.40 2,056.52 - 2,056.52 (iii) Other financial liabilities 153.23 - 153.23 1,871.08 - 1,871.08 (b) Provisions c. 108.16 - 108.16 589.63 (588.87) 0.76 (c) Current Tax Liabilities (net) 25.44 - 25.44 350.04 - 350.04 (d) Other current liabilities 1,172.67 - 1,172.67 888.96 - 888.96 Total current liabilities 5,934.90 - 5,934.90 11,006.23 (588.87) 10,417.36
Total liabilites 5,934.90 - 5,934.90 15,956.94 (588.87) 15,368.07
Total Equity and Liabilities 66,091.34 1.87 66,093.21 35,048.47 0.57 35,049.04
As at 31-March-2016(End of comparative year
presented under previous GAAP)
As at 01-April-2015(Date of transition)
PreviousGAAP
NotesParticulars
PreviousGAAP
Effect oftransitionto IND AS
Effect oftransitionto IND AS
As per INDAS balance
sheet
As per INDAS balance
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Reconciliation of total equity as at March 31, 2016 and April 1, 2015 (` in lakhs)
As at 31-March-2016 As at Particulars Notes (End of last 01-April-2015 period presented Date of under previous GAAP) Transition
Total equity (Shareholder's funds) under previous GAAP 60,156.44 19,091.53 Fair valuation of investments b. 1.99 0.89 Dividend (including dividend tax) c. - 588.87 Tax adjustments f. (0.12) (0.32) Total adjusments to Equity 1.87 589.44
Total Equity under Ind AS 60,158.31 19,680.97
Effect of Ind AS adoption on statement of Profit and loss for the year ended March 31, 2016
Latest period presented under previous GAAP
Particulars Notes Previous Efect of trans- Ind AS GAAP itionto Ind AS
Revenue from operations h., i. 55,670.89 (2,470.49) 53,200.40 Other Income b. 912.94 1.10 914.04 Total Income (A) 56,583.83 (2,469.39) 54,114.44
Expenses Cost of materials consumed 33,798.11 - 33,798.11 Purchase of Stock-in-Trade 307.13 - 307.13 Changes in inventories of finished goods (1,551.29) - (1,551.29) Excise duty on sale of Goods h. - 1,092.77 1,092.77 Employee benefit expense d., e. 1,585.69 6.96 1,592.65 Finance costs 571.57 - 571.57 Depreciation and amortization expense a. 5,708.57 (3.45) 5,705.12 Other expenses a., i. 10,489.73 (3,559.81) 6,929.92 Total Expenses (B) 50,909.51 (2,463.53) 48,445.98 Profit before tax (A+B) 5,674.32 (5.86) 5,668.46
Tax expense: (a) Current tax (net of MAT credit entitlement) 613.10 0.00 613.10 (b) (Less): MAT credit f. 5.07 0.38 5.45 618.17 0.38 618.55
Profit for the period 5,056.15 (6.24) 5,049.91
Other Comprehensive Income Acturial Gain / (Loss) on Gratuity g. - (1.71) (1.71) Deferred tax on defined benefit obligation - Gratuity g. - 0.59 0.59 Investment adjustment - FVTOCI Total other comprehensive Income g. - (1.12) (1.12)
Total comprehensive income for the period 5,056.15 (7.36) 5,048.79
Reconciliation of total comprehensive income for the year ended March 31, 2016
Particulars Notes Year ended 31-March-2016 (Latest period presented under previous GAAP)
Profit as per previous GAAP 5,056.15 Adjustments: Remeasurement of defined benefit obligation recognised in other comprehensive income under Ind AS d. 1.71 Fair Valuation of Employee Stock Options e. (8.67) Others (Fair value of current investment and tax impact on Ind AS adjustments.) b., f. 0.72 Total effect of Transition to Ind AS (6.24) Profit for the year as per Ind AS 5,049.91 Other Comprehensive income (net of tax) g. (1.12) Total Comprehensive Income under Ind AS 5,048.79
(` in lakhs)
Year ended 31-March-2016
Notes to the reconciliations
a. Under Indian GAAP, upfront amount paid for interests in land was recorded as lease hold land under Property Plant and Equipments, whereas under Ind AS, it is classified as an operating lease and prepayment for the operating lease is recognised as non-current asset and amortised over the period of lease.
b. Under previous GAAP, current investments were measured at lower of cost or Fair Value. Under Ind AS, these financial assets have been classified as FVTPL on the date of transition. The fair value changes are recognised in the Statement of Profit and Loss.
c. Under previous GAAP, dividends on Equity shares recommended by the Board of Directors after the end of the reporting period but before the financial statements were approved for issue were recognised in the financial statements as a liability. Under Ind AS, such dividends are recognised when declarted by the members in the General Meeting.
d. Under Ind AS, re-measurements, i.e. actuarial gains and losses included in the net gratuity expense on the net defined liability are recognised in other comprehensive income instead of profit or loss.
e. Under previous GAAP, the intrinsic value method was used for determining the costs of benefits arising from employee share-based compensation plans. Under Ind AS, the fair value of the equity instrument as at the grant date is used.
f. Deferred tax adjustments are on account of Ind AS adjustments.
g. Under Ind AS, other comprehensive income adjustments are on account of actuarial gain/ loss on defined benefit plan – gratuity, net of tax effect.
h. Under previous GAAP, revenue from sale of products was presented net of excise duty under revenue from operations. Whereas, under Ind AS, revenue from sale of products includes excise duty. The corresponding excise duty expense is presented separately on the face of the Statement of profit and loss.
i. Under Ind AS, revenue is measured at the fair value of the goods or services received, adjusted by the amount of any cash or cash equivalents transferred. Certain sales related expenses and taxes reimbursed by the Company to its dealers formed part of other expenses under previous GAAP. The same are netted off from revenue under Ind AS.
43 DETAILS OF SPECIFIED BANK NOTES (SBN) HELD AND TRANSACTED DURING THE PERIOD FROM 8TH NOVEMBER, 2016 TO 30TH DECEMBER, 2016 IS PROVIDED IN TABLE BELOW:
Particulars Specified Other Total Bank Note Denomination (SBN) notes
Closing cash in hand as on November 8, 2016 285,000 69,090 354,090 (+) Withdrawal from Banks - 1,665,000 1,665,000 (+) Permitted receipts - 3,897,176 3,897,176 (+) Other receipts 4,058,500 - 4,058,500 (-) Permitted payments - 4,422,536 4,422,536 (-) Amount deposited in banks 4,343,500 1,118,115 5,461,615 Closing cash in hand as on December 30, 2016 - 90,615 90,615
* For the purpose of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407 (E), dated November 8, 2016.
44 APPROVAL OF FINANCIAL STATEMENTS
The Financial Statements were approved for issue by the Board of Directors on 13.06.2017
For and on behalf of the Board of Directors
Dhirendra H. Singh Abhishek D. Singh Chairman & Managing Director Whole time Director DIN: 00626056 DIN: 01326637
Paresh Thakkar Bhavesh Jingar Chief Financial Officer Company Secretary
Place : Vadodara Date: 13.06.2017
(Amt. in `)
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Manpasand Beverages Limited
Asoj
Savl
i Ro
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Towards A
hmedabad
Vasad
Dumad
DumadCrossing
Towards Mumbai
Sama-Savli Ro
ad
Vadodara Airport
Amit Nagar Circle
Towards Vadodara Railways Station / Alkapuri
Manjusar G.I.D.C.
Location Map
Note:
ANNUAL REPORT2016-17
[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
1768 & 1774/1, Manjusar Village, Savli Road, Dist. Vadodara- 391775 Ph. No. 02667-290290/91
[email protected] www.manpasand.co.inl
6th Annual General Meeting – 25th August, 2017
PROXY FORM
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, herebyap point
or failing him / her
Name
Signature
Address
Email :
Name
Signature
Address
Email :
ANNUAL REPORT2016-17
as my/our proxy to attend and vote (on a poll) for me/us on my/our behalf at the 6th Annual General Meeting of the Company, to be held on Friday, the 25th August, 2017at 12.30 P.M. at 1768 &1774/1, Manjusar Village, Savli Road, Dist. Vadodara- 391775 and at any adjournment thereof in respect of such resolutions as are indicated below;
Signed this _________ day of _____________, 2017.
_________________________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 ofce of the Company, not less than 48 hours before the commencement of the meeting.
Afx Re. 1 Revenue Stamp
or failing him / her
Name
Signature
Address
Email :
Adoption of Balance Sheet, Statement of Prot and Loss, Board’s Report and Auditor’s Report for the Financial year ended 31st March, 2017
Declaration of Dividend
Re-appointment of Mr. Dhirendra Singh, who retire by Rotation
Appointment of Auditors and xing their remuneration
1
2
3
4
Revision in the remuneration of Mr. Dhirendra Singh, (DIN:- 00626056), Chairman& Managing Director of the Company
Revision in the remuneration of Mr. Abhishek Singh, (DIN:- 01326637), Whole Time Director of the Company
5
6
For Against Abstain
Ordinary Business
Special Business
Resolution No. Resolution(s)
For Abstain
Vote
Against
