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Manpasand Beverages Ltd (MANPASAND) -BSE
20.15 -0.60 (-2.89%) 16-Aug-2019 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
20.75 20.45 20.5 19.75 46858 148.3 - 19.75 230.64 2.37 2.48 8.51
Directors Report

Dear Members,

We have pleasure in presenting 7'" Annual Report along with Audited Financial Statements of your Company for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

( Rs in Lakhs)
Particulars 2017-18 2016-17 Change in (%)
Revenue from Operations 95,517.47 71,711.19 33.20
Profit before interest, depreciation &tax 20,743.15 15,768.45 --
Less:-Finance Cost 292.08 118.48 --
Profit before depreciation & tax 20451.07 15,649.97 30.60
Less: - Depreciation and Amortization expenses 8,660.76 7,375.68 --
Profit before Tax 11,790.31 8,274.29 42.49
Less:- Tax Expenses 1,790.62 1,010.58 -
Profit after tax 9,999.69 7,263.71 43.12
Add :-Total other Comprehensive Income for the period net of tax 20.07 (35.36) -
Total Comprehensive Income for the Year 10,019.76 7,228.35 44.10

2. DIVIDEND

Your Directors have recommended a dividend @ 5 % i.e. Rs 0.50 per equity share of Rs 10/- each for the financial year ended 31st March, 2018. The dividend payout shall be subject to approval of the members at the ensuing Annual General Meeting.

3. NEW FACILITY SET-UP

The Company has acquired land in the State of Odisha, Dist. Khurda, for setting up a new facility and groundbreaking ceremony of the new facility took place in the presence of Honorable Chief Minister of Odisha, Shri Naveen Patnaik.

4. ASSOCIATION WITH PARLE PRODUCTS PRIVATE LIMITED

During the year, the Company has entered into an association with Parle Products Private Limited and will have access to its outlets pan India. In this association, both companies will cross promote their brands and aims to achieve a significant market share in snacks/biscuits and the beverage industry.

5. INCREASE THE LIMIT OF FOREIGN INSTITUTIONAL INVESTORS (Fils) /FOREIGN PORTFOLIO INVESTORS (FPIs)

During the year, the Company has obtained the approval from the shareholders and Reserve Bankof India (RBI) in respect of increase in the limit of investment of FII/FPI from 24 % to 49 % of paid up capital of the Company.

6. DEPOSIT

During the year, the Company has not accepted any deposit as contemplated in the Companies Act, 2013 and Rules framed thereunder.

7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Ventures or Associate Company during the financial year 2017-2018.

8. 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 neither given any Loan nor given guarantee or provided any security nor invested into any securities under section 186 of the Companies Act, 2013.

9. SHARE CAPITAL

A. Authorized Capital

During the year, the Authorized Share Capital of the Company increased to Rs 115,00,00,000/- (One Hundred and Fifteen Crores Only) divided into 11,50,00,000 (Eleven Crores Fifty Lakhs Only) Equity Shares of Rs 10/- each.

B. Issue of Equity Shares

During the year under the review, the paid up share capital of the Company got increased from Rs 57,21,61,980 to Rs 114,46,23,960/- on account of;-

i. Issue and allotment of 5,72,16,198 Equity Shares of Rs 10 each in the ration of 1 :1 as Bonus Shares in compliance with the provisions of Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009.

ii. Upon exercise of 30,000 Employees Stock Options under ESOP - 2014 and subsequently, the Company has issued and allotted 30,000 Equity shares of Rs 10/- each to the eligible employees.

These shares have been issued majority in dematform and for which listing and trading permission from BSE Limited and National Stock Exchange of India Limited have been obtained by the Company.

C. Employee Stock Option Purchase

The details as perthe requirement of Rules 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below.

Sr. No. Particulars of ESOP No. of Shares/Amt. in Rs
1 Options Granted 100,000
2 Options Vested 100,000
3 Options exercised 100,000
4 The total number of shares arising as a result of exercise of option 100,000
5 Options lapsed Nil
6 The exercise price 20/-
7 Variation of terms of options Nil
8 Money realized by exercise of options 20,00,000/-
9 Total number of options in force Nil
10 Employee-wise details of options granted to
(i) Key Managerial Personnel
- Mr. Paresh Thakkar* 2600
- Mr. Bhavesh Jingar 1000
(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 80,000
(Hi) Identified employees who were granted option, during anyone year, equal toorexceeding 1% of the issued capital (excluding outstanding warrants and conversion) of the Company at the time of grant. Nil

*During the year, additional 600 options are allotted to Mr. Paresh Thakkar, Chief Financial Officerofthe Company out of cancelled options.

10. BOARD MEETINGS

During the year, 06 (Six) Board Meetings were convened and held. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Board Committees

Your Company has in place the committees as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) , Regulations, 2015. Currently there are six committees of the Board namely;

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Grievance Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

- Finance Committee.

Details of the committee, composition and meeting held during the year, are provided in the Corporate Governance Report, which forms part of this Report.

11. DIRECTORS

All Independent Directors have given their declarations confirming that they meet with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Abhishek Singh, Whole Time Director of the Company retires by rotation and is eligible for re-appointment. However, his tenure as Whole Time 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 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 beneficial to the Company.

12. 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;

b) The directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient 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 financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. 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 risk. Under this, risks are identified across all business processes of the Company on annual basis. Once identified, these risks are systematically categorized as strategic risks, business risks or reporting risks and the same is intimated to the concerned department for mitigating the risk.

14. SIGNIFICANT AND MATERIAL ORDERIMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No Significant and Material order was passed by any authority during the year under review impacting the going concern status and Company's operation in future.

15. INTERNAL FINANCIAL CONTROLS

Your Company has adopted the standard 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, prevention and detection of frauds and errors, accuracy and completeness of the accounting records with reference to the Financial Statements.

16. DISCLOSURE

We confirm that, during the financial year, the Company has complied with the applicable Secretarial Standards i.e. SS-1 & SS -2 issued by Institute of Company Secretaries of India.

17. REPORT ON CORPORATE GOVERNANCE

The Company has complied with the compliance of Corporate Governance as required underthe 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 Reportfortop 500 Listed companies based on market capitalization. Your Company being a part of top500 Listed Companies based on Market Capitalization is subject to the Business Responsibility Report (BRR) and the same is attached as "Annexure -2" and forming part of this report.

19. DIVIDEND DISTRIBUTION POLICY

The Company is, in compliance with Regulation 43 (A) of the SEBI (Listing Obligations and Disclosure Requirements) , Regulations, 2015 and has adopted the Dividend Distribution Policy. The same has been uploaded on the Company's Website and available at the link http://manpasand.co.in/wp-content/uploads/IR/Dividend-Distribution-Policv.pdf and the said policy is attached as "Annexure - 3" to this Report.

20. NOMINATIONS REMUNERATION POLICY

Nomination & Remuneration Policy is adopted by the Company in compliance with the Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) , Regulations, 2015 and the said policy is uploaded on the Company website at the link http://manpasand.co.in/wp-content/uploads/IR/Nomination-and-Remuneration-Policv.pdf and the same is attached as "Annexure - 4" to this report.

21. 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 - 5". The policy of CSR is uploaded on website at the link http://manpasand.co.in/wp-content/uploads/IR/CSR-POLICYpdf .

Content of CSR Policy

In line with Section 135 and Schedule VII of the Companies Act, 2013, the Company has framed policy for CSR activities. Following are content of the CSR Policy;

1. Eradicating hungerand poverty and malnutrition, promoting health care and sanitation and making available safe drinking water;

2. Promotion of education, including special education and employment and employment enhancing vocation skills among children, women, elderly and the differently abled and livelihood enhancement projects;

3. Promoting gender equality and empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water;

5. Protection of national heritage, art and culture including restoration of building and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

6. Measuresfor the benefits of armed forces veterans, war widows and theirdependents

7. Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports.

8. Contribution to the Prime Minister's national Relief Fund orany otherfund setup by the Central Governmentfor Social-economic development and relief and welfare of the Scheduled Caste, the Schedules Tribes, other backward classes, Minorities and women.

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

10. Rural development projects,

11. Such other activities, programmes, acts, donations, projects etc. as per the direction of CSR Committee and as per the Schedule VII of the Companies Act, 2013 amended from time to time.

22. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in the prescribed format i.e. Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with its Rules 12 of the Companies (Management and Administration) Rules, 2014 is appended as "Annexure - 6".

23. 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 -7" to this report.

24. 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 - 8."

25. PARTICULARS OF CONTRACTS ORARRANGEMENT 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- 9".

26. AUDITORS

A. STATUTORYAUDITOR

During the current year, M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara Statutory Auditor of the Company had tendered their resignation on May 26,2018 with immediate effect, as a result casual vacancy of Auditor has arisen.

In the case of casual vacancy, the Board has power to appoint Statutory Auditors of the Company. Hence, the Board atthe recommendation of Audit Committee appointed M/s. Mehra Goel & Co., Chartered Accountants, New Delhi, (FRN 000517N) as Statutory Auditors of the Company subject to the approval of the Shareholders. The Company accordingly has sought approval of shareholders on July 6, 2018 through Postal Ballot and gotthe approval.

They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company.

There is no qualification or adverse remarks or disclaimers made by the auditors in their report on the financial statement of the Company for the financial year ended on 31a March, 2018.

B. INTERNAL AUDITORS

The Board of the Company has re-appointed M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company fortheF.Y 2018-19.

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 had appointed Mr. Niraj Trivedi, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of your Company for the financial year 2017-18. Mr. Niraj Trivedi, Practicing Company Secretary has submitted the Secretarial Audit Report dated June 27, 2018, confirming 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-10" to this Report. The observation made in Secretarial Audit Report is self- explanatory.

27. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial yearto which this financial statement relate and uptothe date of this report.

28. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 we report that, during 2017-18, no complaint has been received under the said Act.

29. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers, dealers and other business partners for their continued support during the year. We also place on record our appreciation of the contribution made by our employees at all levels. Our growth was made possible by their hard work, cooperation and support.

We also thank the various Central and State Government Departments, Organizations and agencies for their support and look forward to their continued support in the future.

By order of the Board of Directors of
Manpasand Beverages Limited
Place:- Vadodara Dhirendra Singh
Date:- June 27,2018 Chairman & Managing Director
(DIN:-00626056)

   

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