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Notes to Accounts of Manpasand Beverages Ltd.

Mar 31, 2016

1 Incorporation of the Company

"The Company was incorporated on 17th December, 2010 in the state of Gujarat under the provisions of the Companies Act, 1956 with CIN No. L15549GJ2010PLC063283 in the name of Manpasand Beverages Limited. The Company''s business operations, which were being carried out in a different entity, were taken over by the Company effective from 1a April, 2011. Further, effective from 5th August, 2011 the name of the Company was changed to Manpasand Beverages Private Limited. Subsequently, effective from 7th October, 2014 the name of the Company has been changed to Manpasand Beverages Limited.1

2 Disclosures under Accounting Standards

2.1 Employee benefit plans

2.1 a Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefit. The Company recognised Rs.27.77 Lacs (Previous Year Rs.22.41 Lacs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the scheme.

2.1 b Defined benefit plans

The Company offers the employee benefit scheme of gratuity to its employees.

The following table sets out the funded status of the defined benefit scheme and the amount recognised in the financial statements:

2.2 Segment Reporting:

Business Segment: The Company is engaged in the business of manufacturing of fruit juices in the beverages segments which as per the Accounting Standard (AS 17) ''Segment Reporting'' is considered the only reportable segment.

2.3 The Company completed its Initial Public Offering (IPO) of 12,500,000 Equity Shares of Rs.10/- each at a price of Rs.320/- per Equity Share and the said shares were listed on National Stock Exchange of India Limited and BSE Limited on July 9, 2015.

2.4 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 shall extend up to thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs.20 per equity share of Rs.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.

2.5 Previous year''s figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2015

1 Incorporation of the Company

"The Company was incorporated on 17th December 2010 in the state of Gujarat under the provisions of the Companies Act, 1956 with CIN No. U15549GJ2010PLC063283 in the name of Manpasand Beverages Limited. 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 5th August 2011, the name of the Company was changed to Manpasand Beverages Private Limited. Subsequently, effective from 7th October, 2014, the name of the Company has been changed to Manpasand Beverages Limited."

2 Notes :

I. On 18th June, 2014, the Company :

(i) Allotted 24,300 Equity Shares of Rs 10 each to Mr. Dhirendra Singh at a price of Rs 2,058 per Equity Share.

(ii) Allotted 218,600 CCPS of Rs 10 each to SAIF Partners India IV Limited at a price of Rs.2,058 per CCPS.

II. On 14th August 2014, the Company :

(i) Increased its Authorised Capital from Rs. 5 Crores (divided into Rs. 3.5 Crores Equity Shares and Rs. 1.5 Crores CCPS) to Rs.55 Crores (divided into Rs. 43.5 Crores Equity Shares and Rs. 11.5 Crores CCPS (which were later on 3rd October 2014, re-designated to equity shares on conversion of CCPS))

(ii) Allotted 1 12,500 Equity Shares of Rs 10 each to Aditya Birla Trustee Company Private Limited at a price of Rs 2,333.33 per Equity Share through private placement.

(iii) Issued bonus shares, for both equity shares and CCPS, in the ratio of 9 shares for each share held by the existing shareholders , being 23,740,200 Equity Shares and 10,058,400 Preference Shares by capitalizing securities premium account.

(iv) On 3rd October 2014, the Company converted the outstanding 11,176,000 CCPS into 11,176,000 Equity Shares, i.e. in the ratio of 1:1.

3 Terms & Rights attached to each class of shares:

The Company had two class of shares - (i) Equity Shares and (ii) Compulsorily convertible preference shares (CCPS) both having face value of Rs. 10 each. Each holder of Equity share and CCPS is entitled to one vote per share.

4 Contingent liabilities As at 31-Mar-15 As at 31-Mar-14 and commitments Rs.( in Lacs) Rs.( in Lacs)

Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for 3,908.81 25.18

EPCG - Custom Duty [secured against bank guarantee of 180.84 180.84 Rs. 180.84 (PY Rs. 180.84)]

5 All the materials consumed are indigenous.

6 Disclosures under Accounting Standards

Note Particulars

Employee benefit plans

A Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefit. The Company recognised Rs. 6.33/- (Period Ended 31st March 2014 Rs.4.46) 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.

7 Segment Reporting: Business Segment: The Company is engaged in the business of manufacturing of fruit juices in the beverages segments which as per the Accounting Standard (AS 17) ''Segment Reporting'' is considered the only reportable segment.

8 Related party transactions

A Details of related parties:

Description of relationship Names of related parties

Key Management Personnel Mr.Dhirendra Singh

Mr.Abhishek Singh

Other Related Parties

Significant Influence Manpasand Snack & Beverages Limited

Significant Influence M-Tel Electronics Private Limited

Significant Influence X-Cite Nutritions Private Limited

Firm owned by KMP U K Agro

Hindu Undivided Family where KMP D H Singh - HUF is the Karta

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.Ghaynendra Singh

Note: Related parties have been identified by the Management.

9 Acquisition of Business : On 18th June, 2014, the Company has entered into a Memorandum of Understanding (MOU) with M/S U K Agro (a partnership firm in which Mr. Dhirendra Singh is a partner) to acquire its present assets (except it''s all the present liabilities) for a consideration of Rs. 80 million. Necessary accounting entries for the purchase of assets have been passed in the books of accounts.

10 Change in Accounting Policies : With effect from 1st April, 2014, the Company has changed its accounting policy with respect to Share Issue Expenses. Hitherto the share issue expenses incurred by the Company were amortised / written off over a period of 5 years, and since 1st April, 2014 the share issue expenses are adjusted against the Securities Premium Account as permissible under Section 52 of the Companies Act, 2013. Accordingly, the share issue expense amortised is lower and the profit before tax is higher by Rs. 88.21 Lakhs

11 Subsequent events : The Company has on 26th June 2015 successfully completed its Initial Public Offering (IPO) of 1,25,00,000 equity shares of Rs.10 each at an exercise price of Rs.320/-. The shares of the Company were listed on the National Stock Exchange and Bombay Stock exchange on 9th July 2015.

12 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 shall extend up to thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs. 20 per equity share of Rs.10 each as per clause 8.1 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.


Mar 31, 2014

1. Employee benefit plans

2. a Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefit. The Company recognised Rs. 1,911,469/- (Year ended 31 March, 2013 Rs. 1,898,895/-) 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.

3. b Defined benefit plans

The Company offers the employee benefit scheme of gratuity to its employees.

The following table sets out the funded status of the defined benefit scheme and the amount recognised in the financial statements:

4. Segment Reporting:Business Segment: The Company is engaged in the business of manufacturing of fruit juices in the beverages segments which as per the Accounting Standard (AS 17) 'Segment Reporting' is considered the only reportable segment.

 
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