Mar 31, 2015
The Directors have pleasure in presenting the FOURTH Annual Report along with audited financial statement for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
Particulars 2014-15 2013-14 Rs. in Lacs Rs. in Lacs
Revenue from operation (Net) and other 36,016.04 29,435.86 income Profit Before Tax (PBT) 3,334.29 2,314.80
Provision for Tax 339.76 264.84
Profit After Tax (PAT) 2,994.53 2,049.96
Balance brought forward from 4,387.77 2,582.27 previous year
Profit available for Appropriations 2,994.53 2,049.96
Proposed Final Equity Dividend 500.54 34.00
Distribution Tax on Dividend 88.33 5.46
Your directors are pleased to recommend a dividend of Rs. 1 per equity shares of Rs. 10/- each. The total outgo for the current year amount is Rs. 588.87 Lacs, including dividend distribution tax of Rs. 88.33 Lacs.
During the year, the Company has not accepted any deposit as provided in the Companies Act, 2013 and Rules framed thereunder.
4. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Your Company''s equity shares have been listed on National Stock Exchange of India Limited and BSE Limited with effect from 09th July, 2015. Though it being non mandatory for the year under review, the Company, to demonstrate its commitment to highest principles of governance has decided to adopt the same as the part of Boards'' Report. The same are attached at "Annexure - 1 & 2 respectively."
5. CHANGE OF NAME
During the year, the Company has changed its name from "Manpasand Beverages Private Limited" to "Manpasand Beverages Limited" by complying the requirements of the Companies Act, 2013 and Rules framed thereunder.
6. NEW PLANT SET-UP
Vadodara Facility -2
The Company has set-up new plant facility at R.S.No. 1768,1774/1, Village Manjusar, Savli Road, Tal. Savli, Dist. Vadodara- 391775. The Commercial production has been commenced at this facility from the month of April, 2015.
The Company is setting-up one more new manufacturing facility at SAHA Industrial Estate of HSIIDC, Haryana to meet the demand of products at Haryana and nearby states. During the year, the Company has got land allotment approval from HSIIDC.
7. NEW PRODUCTS
During the year, the Company has launched new product under the Brand "FRUITS UP". Under the FRUITS UP brand, we offer differentiated Carbonated Fruit Drinks with real fruit content and Fruit Drink with relatively higher fruit content of pulp. Carbonated Fruits Drinks is presently available in grape, orange and lemon flavours while Fruit Drinks is presently available in mango, apple, guava, lichi, orange and mixed fruits flavours.
The Company has also lunched another new brand product "MANPASAND ORS". Manpasand ORS consists of rehydration Salts and Fruits Contents. It is available in two flavours apple and orange.
i. CORPORATE SOCIAL RESPONSIBILITY POLICY
During the year, the Company has adopted Corporate Social Responsibility (CSR) Policy in Compliance with provision of Section 135 read with Schedule VII of the Companies Act, 2013. The CSR Policy is available on web-link : http://manpasand.co.in/wp-content/ uploads/2015/ 07/ CSR-POLICY.pdf.
The requisite details i.e Annual Report on CSR Activities pursuant to Section 135 of the Act, 2013 read with its Rules is attached at "Annexure - 3".
ii. NOMINATION AND REMUNERATION POLICY
The Company, is in compliance with the Section 178 of the Companies Act, 2013 and Listing Agreements, has adopted "Nomination and Remuneration Policy" for various matters in respect of Directors, Key Managerial and Senior Level Personnel. The policy is attached at "Annexure - 4."
iii. WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower policy to establish a vigil mechanism for Directors and Employees of the Company to report concern about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct. The policy is attached at "Annexure -5."
9. SUBSIDIARY/ASSOCIATE COMPANIES
The Company does not have any subsidiary/associate Company.
10. SHARE CAPITAL
A. Issue of Equity Shares and Compulsorily Convertible Preference Shares(CCPs)
During the year, the Company has issued and allotted following Shares to the members in compliance with the requirement of the Companies Act, 2013 and the rules frame thereunder.
Equity Compulsorily Face Date of Allotment Shares Convertible Value Preference Shares (Amt. in (CCPs) Rs.)
18th June, 2014 - 2,18,600 10 (Private Placement)
14th August, 2014 112,500 - 10 (Private Placement)
14th August, 2014 23,740,200 10,058,400 10 (Bonus Issue)
Date of Allotment Premium Total Amount Amount (Amt. in (Amt. in Rs.) Rs.) 18th June, 2014 (Private Placement) 2048.55444 45.00 Crs.
14th August, 2014 (Private Placement) 2323.33 26.25 Crs.
14th August, 2014 (Bonus Issue) Nil Nil
B. Employee Stock Option Purchase
During the year, the Company has introduced Employee Stock Option Purchase (ESOP) 2014 with the approval of the Shareholders. The Company has granted 100,000 Shares to the employees of the Company. The details as per the requirement of Rules 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below.
Sr. No. Particulars of ESOP
1 Options Granted 100000
2 Options Vested # Nil
3 Options exercised Nil
4 The total number of shares arising as a Nil result of exercise of option
5 Options lapsed Nil
6 The exercise price 20/-
7 Variation of terms of options Nil
8 Money realized by exercise of options Nil
9 Total number of options in force Nil
10 Employee-wise details of options granted to-
(i) Key Managerial Personnel; - Mr. Paresh Thakkar 2000
(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
(iii) Identified employees who were granted option, during any one year,equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversion) of the Company at the time of grant. Nil
# Vesting period for the ESOP 2014 Scheme as approved by the Shareholders is minimum period of one year between the grant of options and vesting options.
C. Conversion of Preference Shares into Equity Shares.
The Company, during the year, has obtained the approval of members for conversion of Compulsorily Convertible Preference Shares (CCPs) into Equity Shares at the ratio of 1:1. The Company has converted 11,176,000 CCPs into equity shares.
D. Initial Public Offer ("IPO").
During the current year, your company had successfully completed its Initial Public Offer ("IPO") and through this IPO has allotted 12,500,000 Equity Shares of Rs.10/- each at a premium of Rs.310/- per shares. After the allotment, the share capital of the Company is Rs. 500.54 Lacs.
The Management is thankful to the Investors who have reposed a faith in the Company.
11. BOARD MEETINGS AND COMMITTEE CONSTITUTION.
A. Board Meetings.
During the year, 11 (eleven) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance Report.
B. Constitution of Various Committees.
During the year, in compliance with the Companies Act, 2013 read with Listing Agreements, the Company has constituted following Committees namely;
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Committee
IV. Corporate Social Responsibility Committee
V. Risk Management Committee
The details regarding Chairman, Member, attendance etc. of the said committees provided at report on Corporate Governance.
12. RISK MANAGEMENT
The Company has established risk management plan. The Company has also constituted Risk Management Committee to review and monitor the implementation of the Risk Management Plan. Under this, risks are identified across all business processes of the Company on continuous basis. Once identified, these risks are systematically categorized as strategic risks, business risks or reporting risks and the same is intimated to the concern department for mitigating the risk.
13. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND 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.
14. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control system with reference to the Financial Statements.
During the year, Mr. Satyendra Singh has resigned from the post of Directorship. The Board has placed on record appreciation for the contribution made by him during his tenure as director.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.
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 and Mr. Abhishek Singh retire by rotation and are eligible for re-appointment. Their Re-appointment as director shall not be deemed to constitute a break in their appointment as MD/WTD.
During the year, the Company, with the consent of the shareholders, has appointed Mr. Milind Babar, Mr. Chirag Doshi and Ms. Bharti Naik as Independent Directors of the Company. Further at the Board Meeting held on 01st May, 2015, the Board has appointed Mr. Dhruv Agarwal and Mr. Sitansh Magia as Additional Directors of the Company w.e.f. 01st May, 2015.
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board'' functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The Company has conducted the familiarization program for Independent Directors appointed during the year. The program aims to provide insights into the company to enable the independent director to understand its business in depth, to familiarize them with the process, business and functionaries of the company and to assist them in performing their role as independent director of the Company.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form "MGT-9" is attached herewith at "Annexure -6".
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the company neither given any loan, provide security nor invested into any security. As on 31st March, 2015 the total investment is Rs. 3.00 Lacs.
18. DIRECTOR''S RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Companies Act, 2013, your directors report that;
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any
b) the directors had selected such accounting policies and applied them consistently and made judgement and estimates that 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 financial year and of the profit of the company for the year ended on that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) the directors had prepared the accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure Compliance with the provision of all applicable laws were in place and were adequate and operating effectively.
19. APPOINTMENT OF KEY MANAGERIAL PERSONNEL
The following employees were designated as Key Managerial Personnel, as per Section 203(1) of the Companies Act, 2013, by the Board of Directors during the year namely;
Mr. Dhirendra Singh Managing Director
Mr. Dharmendra Singh Whole Time Director
Mr. Abhishek Singh Whole Time Director
Mr. Paresh Thakkar Chief Financial Officer; and
Mr. Bhavesh Jingar Company Secretary
During the year, Ms. Urmi Majethia has resigned from the post of Company Secretary and Mr. Bhavesh Jingar was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 18th September, 2014.
A. Disclosure under Section 197 (12) and Rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.
The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed at "Annexure - 7" to this report.
(ii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs.5.00 Lacs per month - None.
(iii) The Percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Not Applicable
1. The percentage of equity shares held by above mentioned employee is 67.21 % as on 31st March, 2015.
2. None of the Company''s employees is related to any directors of the company except Mr. Dhirendra Singh (Chairman & Managing Director), Mr. Abhishek Singh (Whole Time Director) and Mr. Dharmendra Singh (Whole Time Director), who are related to each other.
A. STATUTORY AUDITOR
The Company''s Auditors, M/s. Deloitte Haskin & Sells, Chartered Accountants, Vadodara who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Statutory Auditors of the Company.
There is no qualification or adverse remarks or disclaimers made by the auditors in their report on the financial statement of the company for the financial year ended 31st March, 2015.
B. INTERNAL AUDITORS
During the year, the Board of the Company has appointed M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.
C. SECRETARIAL AUDIT
During the year, the Company has appointed Mr. Niraj Trivedi, Practising Company Secretaries, Vadodara for Secretarial Audit purpose. The Report of the Secretarial Audit Report is attached at "Annexure - 8".
As regards, the observation made in secretarial audit report the shortfall in spending on CSR activities, explanation is given in Annual Report on CSR Activities.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENT
During the year, the company has with the prior approval of the directors, acquired the entire business including land, building, plant and machinery attached thereon, from the U.K. Agro. The particular in prescribed form AOC-2 is attached at "Annexure - 9".
23. MATERIAL CHANGES
No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relate and the date of the report
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 at "Annexure - 10".
25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.
In terms of Section 22 of the Sexual Harressment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013 we report that, during 2014-15, no case has been filed under the said act.
Your Directors thank the various Central and Statement Government Departments, Organizations and agencies for the continued help and co-operation. The Directors also gratefully acknowledge all stakeholders of the company viz. customers, members, dealers, vendors, banks and other business partners for their support received during the year. The Directors place on record their sincere appreciation to all employees of the company for their continued contribution to the Company.
Place:- Vadodara For Manpasand Beverages Limited Date:- 23rd July, 2015 Dhirendra Singh
Chairman & Managing Director (DIN:- 00626056)
Mar 31, 2014
To The Members of MANPASAND BEVERAGES PRIVATE LIMITED
The Directors have pleasure in presenting the Third Annual Report together with the Audited Accounts of the Company for the year ended on 31st March 2014.
(Rs. In Lacs)
Financial Highlight 31.03.2014 31.03.2013
Income 29,435.85 24,056.32
Profit/ (Loss) before Tax 2,314.79 2,459.84
Tax 264.84 222.69
Profit/ (Loss) after tax & Adj. 2,049.95 2,237.15
Your Directors after taking into account the financial position, have recommended dividend of 10% for the year 2013 Â 2014 on 25,01,000 equity shares.
The 8,99,000 fully convertible preference shares issued to SAIF Partners India IV Ltd. carries equal dividend @ 10% and accordingly the total out flow on account of dividend on the shares shall be Rs. 39,45,955.
During the year your company has generated revenue of Rs. 294.36 Crores and profit after tax Rs. 20.50 Crores compared to Rs. 240.56 Crore turnover and Rs. 22.37 Crores profit for the last year. It means the company has achieved a growth of 22.50 %. This was possible mainly due the product being manufactured by the company is being accepted by the consumer. Mango Sip is the best product, which contribute 98% of total turnover.
Company is planning to add new plant in Vadodara (Plant- II) which will have the manufacturing capacity of 40,000 cases per day. To fund this expansion company is planning to issue additional shares to the existing investors and also the raise a long term loan from the existing bankers.
Also company is launching new premium quality products with the separate brand name. Your management is confident that this products will have a great demand in the market and will take the Company's growth to new level.
The Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.
All the assets of the company including the inventories, Building, Plant and Machineries are adequately insured.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under Section 217(AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed;
1) that, in the preparation of the annual accounts for the year ended on 31st March 2014, the applicable Accounting standards had been followed along with the proper explanation relating to material departures.
2) that, the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended on 31st March 2014 and of the profits of the company for the year under review;
3) that, the directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4) that, the directors had prepared the accounts for the financial year ended 31st March 2014 on a ' Going Concern' basis.
CORPORATE SOCIAL RESPONSIBILITY
Your company has yet not started any act towards CSR. However, looking to the need, management has decided to start the same soon.
The Company continued in its Endeavour to impart appropriate and intensive training to its employees to prepare them for meeting challenges and to enhance their best performance in the best interest of the company. The industrial atmosphere during the year remained cordial and peaceful. The Company has undertaken steps to augment its human resources for the expansion projects.
The relationship with the employees and workers at all levels continued to be cordial throughout the year. Your Directors would like to place on record their sincere appreciation for the contribution made by the employees and for their commitment in realizing objectives and growth of the Company.
PARTICULARS OF EMPLOYEES
The Company has not paid remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
Information in respect of conservation of energy, technology absorption, foreign exchange earnings and out go is given in the Annexure 'A' to this report.
SECRETARIAL COMPLIANCE CERTIFICATE
As required under section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules 2001, the company has obtained a certificate from a secretary in the whole time practice confirming that the company has complied with all the provisions of the Act. Copy of such certificate is annexed to this report.
M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara retires at the Annual General Meeting and are eligible for re-appointment. The Company has received consent letter from them to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.
Industrial relations were cordial throughout the year under review. Your directors appreciate the dedicated services and co-operation of employees at all levels.
Your directors wish to place on record their appreciation for the assistance and co-operation from the banks, other financial institutions, creditors, and all suppliers and Business Associates and all Government & Semi- Government Authorities, suppliers, Employees.
Date: 18th June, 2014
For and on behalf of the Board
Mr. Dhirendra Singh
Chairman & M. Director