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Directors Report of Orient Beverages Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2015:

FINANCIAL RESULTS : 2014-15 2013-14

Profit / (Loss) before Depreciation & Taxation 1,77,04,298 2,84,47,480

Less : Depreciation 90,42,649 1,12,36,303 Tax Expenses :

-Current Tax 64,50,000 48,68,253

-Deferred Tax (5,59,411) (2,87,278)

-For Earlier years 8,58,377 -

Profit / (Loss) after Ta x from continuing operations 19,12,683 1,26,30,202

Add: Profit/ (Loss) after Tax from discontinuing operations - (67,154)

19,12,683 1,25,63,048

Add : Brought Forward Profit 9,35,33,838 8,32,35,214

Profit available for appropriation 9,54,46,521 9,57,98,262

APPROPRIATION

Earlier years depreciation adjustment due to change in the method (Net of Tax) 3,13,071 -

Proposed Dividend 10,80,750 10,80,750

Tax on Dividend 2,20,014 1,83,674

Transfer to General Reserve - 10,00,000

Balance carried to Balance Sheet 9,38,32,686 9,35,33,838

9,54,46,521 9,57,98,262

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, 2015 amounting to Rs.13,00,764/-(Inclusive of tax of Rs. 2,20,014/-). The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

TRANSFER TO RESERVE:

The Directors doesn't propose to transfer any amount to reserve during the year.

OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

The Company's Revenue from operations has increased from Rs.2199.15 lacs in 2013-14 to Rs.2748.68 lacs in 2014-15. Sale of Beverages has increased from Rs.1872.45 lacs in 2013-14 to Rs.2415.30 lacs in 2014-15, showing an increase of 29 % in sales. Profit after tax for 2014-15 is Rs.19.13 lacs against Rs.125.63 lacs in 2013-14. Effect of re-statement of the Financial Statement of the Company for the financial year 2012-13 in respect of certain Auditors' qualifications was given during the financial year 2014-15 as per instructions received from M/s. BSE Ltd. Accordingly a sum of Rs.117 Lacs has been shown as prior period expenses and Rs.26 Lacs as expenses for the current year. Further finance costs have increased from Rs.121.41 lacs in 2013-14 to Rs.170.71 lacs in 2014-15 due to increase in borrowings required for putting up a new factory at Sankrail, Howrah, (West Bengal) and acquisition of immovable property. Hence profit for the year is reduced in comparison to the previous year.

Company has started trading of an energy drink "Bisleri Urzza" with effect from September' 2014. The Company is also in the process of putting up its own plant at Sankrail, Howrah (West Bengal) for manufacturing the said energy drink "Bisleri Urzza". With the new plant a good growth in the profitability of the Company is expected.

Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, an extract of the Annual Return for the year ended 31st March, 2015 in the prescribed Form MGT-9 is attached with this Report and marked as

Annexure-I.

DIRECTORS:

The Board of Directors has re-appointed Sri Narendra Kumar Poddar (DIN 00304291) as Chairman (being Whole Time Director), Sri Akshat Poddar (DIN 03187840) as Managing Director and Sri Ballabha Das Mundhra (DIN 01162223) as Executive Director (being Whole Time Director) for a period of 5 (five) years with effect from 01st April, 2015.

Sri Ganpat Lal Agarwalla (DIN 00292524), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being is eligible offers himself for re-appointment.

Smt. Sarita Tulsyan (DIN 05285793) has been appointed as Additional Directors (Non-Executive Director) of the Company with effect from 29th May, 2015 pursuant to second proviso to Section 149(1) of the Companies Act, 2013 i.e. Woman Director. She shall holds office up to the date of the ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 for her appointment as Director at the ensuing Annual General Meeting.

The appropriate resolutions for above appointments are being placed for consideration of the members at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/ re-appointment under Section 164 of the Companies Act, 2013.

DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Company has received declarations from Dr. Gora Ghose (DIN 00217079) and Sri Anil Kumar Poddar (DIN 00304837) that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated its own performances and that of its committees and all individual directors i.e. both Independent and Non Independent. All the directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to the Company.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board of Directors of the Company has adopted a Remuneration Policy in consultation with its Nomination and Remuneration Committee for determining qualifications, positive attributes and independence of a directors and criteria for directors' appointment and remuneration.

The main features of the Policy are as follows:

- The Company, while constituting the Board shall draw members from diverse fields such as finance, law, administration, management, marketing, manufacturing, corporate governance, operations or other disciplines related to the Company's business. There shall be no discrimination on the basis of gender, while determining the Board composition.

- A director shall be a person of integrity, who possesses relevant expertise and experience. He/ she shall uphold ethical standards of integrity and probity and act objectively and constructively. He/ she shall exercise his/ her responsibilities in a bona-fide manner in the interest of the Company. Devote sufficient time and attention to his professional obligations for informed and balanced decision making. Assist the Company in implementing the best corporate governance practices.

- The objective of the policy is to have a compensation framework that will reward and retain talent.

- The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meets appropriate performance benchmarks.

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 of the Companies Act, 2013 following officials are the Key Managerial Personnel of the Company:

i. Sri Narendra Kumar Poddar, Chairman;

ii. Sri Akshat Poddar, Managing Director;

iii. Sri Ballabha Das Mundhra, Executive Director;

iv. Sri Arun Kumar Singhania, Chief Financial Officer and

v. Sri Jiyut Prasad, Company Secretary.

Sri Arun Kumar Singhania was promoted as 'Chief Financial Officer' of the Company with effect from 2nd May, 2014. Earlier he was working as Company Secretary & Compliance Officer. Sri Jiyut Prasad was appointed as Company Secretary & Compliance Officer of the Company with effect from 2nd May, 2014.

NUMBER OF MEETINGS OF THE BOARD:

The Board of directors met 10 (Ten) times during the year under review. The dates of such meetings were 28th April, 2014, 29th May, 2014, 26th June, 2014, 28th July, 2014, 13th August, 2014, 24th September, 2014, 13th November, 2014, 16th December, 2014, 13th February, 2015 and 27th March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of 134(5) the Companies Act, 2013, the Directors hereby confirm and state that:

i. In the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii. They have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS :

M/s. Tiwari & Co., Chartered Accountants, were appointed as Statutory Auditors for a period of 3 (three) years at the 53rd Annual General Meeting of the Company held on 22nd September, 2014 to hold office till the Annual General Meeting to be held in the year 2017, subject to ratification by shareholders at every Annual General Meeting. M/s. Tiwari & Co., Chartered Accountants, has confirmed their willingness and eligibility in terms of the provisions of Section 141 of the Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules or regulations made there under to continue as Auditors of the Company. The Board recommends ratifying the tenure of M/s Tiwari & Co. from conclusion ensuing Annual General Meeting till conclusion of the next Annual General Meeting.

AUDITORS' REPORT :

Observations or qualifications of the Auditors are self explanatory as they have been fully explained in the notes on Financial Statements at respective points and do not require further clarification.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri Manoj Prasad Shaw of M/s Manoj Shaw & Co., Practising Company Secretaries, as Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Auditors' Report received from said auditors forms part of this Report and marked as Annexure -II.

Board's explanations to the observations or qualifications made by the Secretarial Auditors:

- Regarding pending approval of the Central Government for payment of remuneration to managerial personnel - This issue is fully explained in the Note No. 2.41 to the Financial Statements for the year under review.

- Regarding non appointment of 'Woman Director' pursuant to Section 149(1) of the Companies Act, 2013- The Company was looking for a suitable candidate for appointment as 'Woman Director' and it could not appoint a 'Woman Director" till 31st March, 2015. However the Company has since appointed Smt. Sarita Tulsyan as Woman Director on its Board.

COST AUDIT:

Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014, Cost Audit is not applicable to the Company. Based on the provisions of the Companies Act, 1956, the Board had appointed M/s Sohan Lal Jalan & Associates, Cost & Management Accountants, as Cost Auditors for the financial year 2014-15. Cost Audit Report for the financial year 2014-15 will be filed with the Central Government in due course.

The Company has filed Cost Audit Report for the financial year 2013-14 on 11th September, 2014; the due date for the same was 27th September, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given by the Company have been disclosed in the Note Nos. 2.11(B)(i) and 2.11(B)(ii) to the Financial Statements for the year under review. The Company has not given any guarantee or provided security in connection with a loan taken by any other person. Particulars of Investments made by the Company have been disclosed in the Note No. 2.9 to the Financial Statements for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties entered during the year under review were in the ordinary course of business and on the arm's length basis and the same has been duly approved by the Audit Committee. However, there was no material contract or arrangement or transaction at arm's length basis entered with a related party during the year under review. Hence, disclosure in Form AOC - 2 is not required.

INFORMATION PURSUANT TO SECION 134(3) (m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

(A) Conservation of energy:

i. Steps taken or impact on conservation of energy:

- Installation of semi automatic pet stretch blow moulding machines to save time and power.

- Installation of H.T. Panel vacuum circuit breaker transformer for proper distribution of power.

ii. The steps taken by the company for utilising alternate sources of energy:

- The Company is making maximum use of natural lighting during day time.

iii. The capital investment on energy conservation equipments:

- A sum of Rs. 14,78,619/- was spent towards acquisition of energy conservation equipments during the year under review.

(B) Technology Absorption:

i. The efforts made towards technology absorption:

- Technology absorption is a continuous process. The Company keeps track of new machines and upgrade its plant and machinery with the latest available technology.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

- Improved productivity and automation processes.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

iv. The expenditure incurred on research and development:

- Being Franchisee of M/s. Bisleri International Private Limited, the Company is adopting technological guidelines provided by its Principal from time to time and thus research and development of technology is automatically taken care of. Hence there is no expenditure incurred on research and development during the year.

(C) Foreign exchange earnings and outgo:

Your Company did not have any foreign exchange earnings during the year under review. The foreign exchange outgo was Rs. 77,62,939/- on account of purchase of machinery, travelling and other expenses.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board has developed and implemented a risk management policy of the Company identifying therein the elements of risk and concern that may threaten the existence of the Company which entail the recording, monitoring, and controlling of Company's risks and addressing them comprehensively and empirically. The Risk Management system aims to:

i. Address our Company's strategies, operations and compliances and provide a unified and comprehensive perspective;

ii. Establish the risk appetite;

iii. Be simplistic and intuitive to facilitate a speedy and appropriate identification of potential and actual risks and its communication; iv. Seek escalation of the identified risk events to the appropriate persons to enable a timely and satisfactory risk response; v. Reduce surprises and losses, foresee opportunities and improve deployment of resources; and

vi. Develop a mechanism to manage risks.

CORPORATE SOCIAL RESPONSIBILTY :

Provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. Hence, disclosure as per Annexure given in the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been made here.

LISTING :

The Company is listed with The Calcutta Stock Exchange Ltd. and BSE Ltd. and Annual Listing Fee for the financial year 2015-16 have been paid.

CORPORATE GOVERNANCE REPORT:

Clause 49 of the Equity Listing Agreement is not applicable to your Company as per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by SEBI. Hence no Report on Corporate Governance is attached herewith.

DEPOSITS:

The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of deposit) Rules, 2014.

AUDIT COMMITTEE:

The composition of the Audit Committee of the Company is as below:

Sl. No. Name of the Director Category of the Director Designation in the Committee

I. Sri Anil Kumar Poddar Independent Director Chairman

II. Dr. Gora Ghose Independent Director Member

III.Sri Ballabha Das Mundhra Non-Independent & Executive Director Member

The Company Secretary acts as Secretary of the Committee.

There is no such recommendation of the Audit Committee which has not been accepted by the

Board, during the year under review.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company has established a vigil mechanism/ whistle blower policy. The policy allows intimation by any director or employee or any other stakeholder to the designated officer in good faith of misconduct or unethical or improper activity through a written communication. Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the chairman of the Audit Committee is also allowed in exceptional cases. The vigil mechanism/ whistle blower policy is available on Company's website www.obl.org.in

PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached herewith and marked as Annexure-III.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adopted guidelines for ensuring orderly and efficient Internal Financial Controls as required under the provisions of Companies Act, 2013. The Audit Committee after considering the views of Statutory Auditors and Internal Auditors has found that such Internal Financial Controls, commensurate with the size and operations of the Company, are adequate and operating efficiently. The Audit Committee, in consultation with the Internal Auditors, formulates the scope, function and methodology for conducting the internal audit. The Internal Financial Controls system is satisfactory as per evaluation of the Audit Committee.

DISCLOSURE:

Following disclosures are made under the Companies (Accounts) Rules, 2014:

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) The names of Company(s) which have become or ceased to be the Company's subsidiary, joint venture or associate Company during the year as under;

- Jyotirmay Trading Pvt. Ltd. - Ceased to be an Associate Company.

(iv) No significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the company's operations in future.

APPRECIATION:

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, financial institutions, banks, regulatory authorities and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.

For and behalf of the Board

N. K. Poddar Kolkata, 29th May, 2015 Chairman


Mar 31, 2014

To The Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2014:

FINANCIAL RESULTS : 2013-2014 2012-2013 Rs. Rs.

Profit / (Loss) before Depreciation & Taxation 2,84,47,480 2,16,29,232

Less : Depreciation 1,12,36,303 1,09,78,890

Tax Expenses :

-Current Tax 48,68,253 28,00,000

-Deferred Tax (2,87,278) (2,20,956)

-For Earlier years - (36,755)

Profit / (Loss) after Tax from continuing operations 1,26,30,202 81,08,053

Add: Profit/ (Loss) after Tax from discontinuing operations (67,154) -

1,25,63,048 81,08,053

Add : Brought Forward Profit 8,32,35,214 7,51,27,161

Profit available for appropriation 9,57,98,262 8,32,35,214

APPROPRIATION

Proposed Dividend 10,80,750 -

Tax on Dividend 1,83,674 -

Transfer to General Reserve 10,00,000 -

Balance carried to Balance Sheet 9,35,33,838 8,32,35,214

9,57,98,262 8,32,35,214

DIVIDEND :

Your Directors have recommended a dividend @ 5% i.e. " 0.50 per equity share of "10/- each for the financial year ended 31st March, 2014 amounting to "12,64,424/- (Inclusive of tax of " 1,83,674/-). The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

OPERATIONS:

The Company''s Revenue from operations has increased from "1909.21 lacs in 2012-13 to " 2199.15 lacs in 2013-14. Sale of packaged drinking water has increased from " 1604.05 lacs in 2012-13 to "1872.45 lacs in 2013-14, showing an increase of 16.73 % in sales. Profit after tax for 2013-14 is " 125.63 lacs against " 81.08 lacs in 2012-13. Hence there is an increase of 54.95 % in profit. The higher increase in profit is due to saving in staff cost, depreciation and other expenses.

The Company has put up another plant at Dankuni (Dist. Hooghly) to meet the day by day increasing demand for packaged drinking water and production has been already commenced with effect from 2nd May, 2014. With the new plant a good growth in the profitability of the Company is expected.

Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions.

DIRECTORS:

Dr. Gora Ghose (DIN 00217079) has been appointed as an additional Director of the Company in the category of an Independent Director with effect from 12th February, 2014. Sri Anil Kumar Poddar (DIN 00304837) has been appointed as an additional Director of the Company in the category of an Independent Director with effect from 29th May, 2014. Dr. Gora Ghose and Sri Anil Kumar Poddar hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notices in writing under Section 160 of the Companies Act, 2013 from members proposing Dr. Gora Ghose and Sri Anil Kumar Poddar for appointment as Independent Directors.

The Company has received declarations from Dr. Gora Ghose and Sri Anil Kumar Poddar that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013. In the opinion of the Board they fulfill the conditions for appointment as Independent Directors. Appropriate resolutions for appointment of Dr. Gora Ghose and Sri Anil Kumar Poddar are being placed for consideration of the members at the ensuing Annual General Meeting.

Sri Ballabha Das Mundhra (DIN 01162223) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that: i) In preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected appropriate accounting policies and applied them consistently and we have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

iii) We have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

iv) We have prepared the annual accounts on a going concern basis.

LISTING:

Your Company is listed with The Calcutta Stock Exchange Ltd. and BSE Ltd. and Annual Listing Fee for the financial year 2014-15 have been paid.

AUDITORS:

M/s. Tiwari & Company, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self-explanatory as they have been fully explained in the Notes on financial statements at respective points and do not require any clarification.

COST AUDITORS:

The Board of Directors of the Company has appointed M/s Sohan Lal Jalan & Associates, Cost & Management Accountants as Cost Auditors of the Company to conduct Cost Audit for the financial year 2014-15 on the recommendations of the Audit Committee and subject to approval of their remuneration by the members at the ensuing Annual General Meeting.

Cost Audit Report for the financial year 2013-14 is to be filed within 180 days from the close of the financial year, the last date being 27th September, 2014. The Company has filed Cost Audit Report for the financial year 2012-13 on 16th September, 2013, the due date for the same was 27th September, 2013.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from public with in the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PERSONNEL:

Cordial relations were maintained with all the employees at all levels. We thank all the employees of the Company for their dedication and sincerity.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee falling within the scope of Sub-Section (2A) of Section 217 of the Companies Act, 1956.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956: (A)Conservation of energy:

a) Energy conservation measures taken:

- Installation of semi automatic new technology based blowing machines replacing old technology based machines to save time and power.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

- Installation of higher capacity transformer to have proper distribution of power.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

- Saving in power consumption and consequently in the cost of production

d) Total energy consumption and energy consumption per unit of production : Not Applicable

(B)Technology Absorption:

Research and Development

Being Franchisee of M/s Bisleri International Private Limited, the Company is adopting technological guidelines provided by its Principal from time to time and thus Research and Development of technology is automatically taken care of.

(C)Foreign Exchange earnings and outgo:

Your Company did not have any foreign exchange earning during the year under review. The foreign exchange outgo was " 9,17,032/- on account of travelling and other expenses.

For and on behalf of the Board

N. K. Poddar Kolkata, 29th May, 2014 Chairman


Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31 st March, 2013 :

FINANCIAL RESULTS : 2012-2013 2011-2012 Rs. Rs.

Profit / (Loss) before Depreciation & Taxation 2,16,29,232 1,93,54,065

Less : Depreciation 1,09,78,890 1,04,41,713

Tax Expenses :

-Current Tax 28,00,000 28,71,678

-Deferred Tax (2,20,956) (31,79,100)

-For Earlier years (36,755) (18,061)

Profit / (Loss) after Tax from

continuing operations 81,08,053 92,37,835

Add: Profit/ (Loss) after Tax from

discontinuing operations - (1,60,291)

81,08,053 90,77,544

Add : Brought Forward Profit 7,51,27,161 6,60,49,617

Profit available for appropriation 8,32,35,214 7,51,27,161

APPROPRIATION

Balance carried to Balance Sheet 8,32,35,214 7,51,27,161

8,32,35,214 7,51,27,161

DIVIDEND :

With a view to plough back the Profit for the operations of the Company your Directors do not recommend any Dividend for the year ended 31st March, 2013 and entire amount of Profit is carried to Reserves and Surplus.

OPERATIONS :

The Company''s Revenue from operations has increased from Rs.1518.87 lacs in 2011-12 to Rs.1909.21 lacs in 2012-13. Sales of packaged drinking water has increased from Rs.1236.69 lacs in 2011-12 to Rs.1604.05 lacs in 2012-13, showing an increase of 29.7 % in sales. Profit before tax for 2012-13 is Rs. 106.50 lacs against f 86.80 lacs in 2011-12. Hence there is an increase of 22.7 % in profit. However profit after tax for 2012-13 has decreased to Rs. 81.08 lacs from Rs. 90.78 lacs in 2011-12, because of effect of deferred tax credit of Rs. 31.79 lacs in 2011-12.

The Company is looking for suitable land to put up another plant of same capacity of existing plant to meet the day by day increasing demand for packaged drinking water. Once the new plant is commissioned, the profitability of the Company is expected to increase substantially.

Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions.

DIRECTORS :

Sri N. K. Poddar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i) In preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected appropriate accounting policies and applied them consistently and we have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the year ended on that date;

iii) We have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

iv) We have prepared the annual accounts on a going concern basis.

LISTING :

Your Company is listed with The Calcutta Stock Exchange Ltd. and BSE Ltd. and Annual Listing Fee for the financial year 2013-14 have been paid.

AUDITORS :

M/s. Tiwari & Company, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS'' REPORT :

Observations made in the Auditors'' Report are self-explanatory as they have been fully explained in the Notes on financial statements at respective points and do not require any clarification.

COST AUDITORS :

The Board of Directors of the Company has proposed to re-appoint M/s Sohan Lai Jalan & Associates, Cost Accountants to conduct Cost Audit for the financial year 2013-14 subject to such approval as may be applicable.

Cost Audit Report for the financial year 2012-13 is to be filed within 180 days from the close of the financial year, the last date being 27th September, 2013. The Company has filed Compliance Report for the financial year 2011-12 on 21st December, 2012, the due date for the same being 28th February, 2013.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits from public with in the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PERSONNEL:

Cordial relations were maintained with all the employees at all levels. We thank all the employees of the Company for their dedication and sincerity.

PARTICULARS OF EMPLOYEES :

The Company did not have any employee falling within the scope of Sub-Section (2A) of Section 217 of the Companies Act, 1956.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 :

(A) Conservation of energy:

a) Energy conservation measures taken:

Installation of higher capacity generator to meet proper power requirement. installation of new technology based blowing machines and compressors to save time and power. installation of higher capacity automatic filling machines to save time and power.

b) Additional investments and proposals , if any, being implemented for reduction of consumption of energy:

Installation of higher capacity transformer to have proper distribution of power.

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Saving in power consumption and consequently in the cost of production

d) Total energy consumption and energy consumption per unit of production: Not Applicable

(B) Technology Absorption: Research and Development

Being Franchisee of M/s Bisleri International Private Limited, the Company is adopting technological guidelines provided by its Principal from time to time and thus Research and Development of technology is automatically taken care of.

For and on behalf of the Board

N. K. Poddar

Kolkata, 29th May, 2013 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2010:

FINANCIAL RESULTS: 2009-2010 2008-2009

Rs. Rs.

Profit I (Loss) before Depreciation & Taxation 1,19,35,745 1,19,61,427

Less: Depreciation 73,25,608 60,60,515

Provision tor Taxation;

Current Tax 17,71,000 13,37,000

- Deferred Tax 7,780 (1,93,007)

- Fringe Benefit Tax - 6,65,000

Profit / (Loss) after Tax 28,31,357 34,91,889

Add : Tax provision for earlier years 58,07,536 (2,42,892)

86,38,893 32,48,997

Add : Brought Forward Profit 4,73,49,872 4,41,00,875

Profil available for appropriation 5,59,88,765 4,73,49,872

APPROPRIATION

Balance carried to Balance Sheet 5,59,88.765 4,73,49,872

5,59,88,765 4,73,49,872



DIVIDEND:

With a view to plough back the Prolit for the operations of the Company your Directors do not recommend any Dividend for the year ended 31" March. 2010 and entire amount of Profit is carried to Reserves and Surplus.

OPERATIONS:

Prolit lor the year under review is Rs 86.39 Lacs as against Rs. 32.49 Lacs in the previous year, however this includes effect of earlier years tax provisions written back of Rs. 53.08 lacs. Working of the Packaged Drinking Water division was not as expected duo to lough competition from other reputed brands and tow recovery againsl heavy cost However the current years working is much better as there is a good growth in sales and also we have linally been able to take a reasonable price increase.

Real Estate Business is stable as in earlier years. Increase in the rent receivable frorn one of the tenants is due from 1 st September. 2007 and a good increase in the rental income of the Company

is expected on this account once the terms are settled with too tenant. With too present Real Estated activities. the Directors hope for a better year ahead in the current year subject to stable market conditions

DIRECTORS:

Sri A. K. Poddar has resigned the post of Executive Director with effect from 1st April. 2010. however he continues as a Non Executive Director of the Company. The Board has recorded appreciation for the valuable services rendered by him during his tenure In office as Executive Director.

Smt. Ruchira Poddar was re-appointed as an Executive Director with effect from 1st May, 2010 subject to approval of the shareholders and the Central Government. Appropriate Resolution for her re-appointment as an Executive Director is being placed for consideration of the members at the ensuing Annual General Meeting. Smt. Ruchira Poddar also retires by rotation at the ensuing Annual General Meeting and being eligible oilers herself for re-appointmemt.

Sri Akshat Poddar has been appointed as an Additional Director of toe Company with effect from 12th August, 2010 and he holds office up to the ensuing Annual General Meeting. The Company has rocoived Notice under section 257 of the Companies Act, 1956 for his appointment as Director in the ensuing Annual General Meeting. Sri Akshat Poddar has been also appointed as Managing Director with effect from 1st September, 2010 subject to approval of the shareholdars and toe Central Government. Appropriate Resolution for his appointment as Managing Director is being placed for consideration of the members at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act. 1955 the Directors confirm that

i) In preparation of the Annual Accounts. the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) We have selected appropriate accounting policies and applied them consistently and we have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stale of affairs ci the Company as at 31 st March 2010 and of the Profit of the Company for the year ended on that date:

iii) We have taken proper and sufficient care for maintenance of adequate accounting records In accordance with provisions of the Companies Act. 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv We have prepared the annual accounts an a going concern basis.

LISTING:

Your Company is listed with The Calcutta Slock Exchange Ltd. and Bombay Stock Exchange Ltd. and Annual Listing Fee for the financial year 2010-11 have been paid.

AUDITORS:

M/s. Tiwan & Company. Chartered Accountants, Auditors of the Company retire at the ensuing Annuel General Meeting and are eligible for re-appointment

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory as they have been fully explained in schedule of Notes on Accounts at respective points and do not requlre any clarification.

FIXED DEPOSTS;

The Company has not accepted any fixed deposits public with in the meaning of Section 58A of the Companies Ad, 1956 and the rules made there under.

PERSONNEL;

Cordial relations were maintained with all the employees at all levels. We thank all me employees 01 the Company for their dedication and sincerity.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee falling with in the scope of Sub-Section (2A) of Section 217 of the Companies Act. 1956.

INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT. 1956:

(A) Conservation of energy:

a) Energy conservation measures taken;

- Installation of Electrical Panel Board to operate differnt electrical points in water treatment room from one Board.

- Installation of Automatic Voltage Regulator to regulate to voltage of power supply.

b) Additional invastments and proposals . it any, being implemented for reduction of consumption of energy:

Automatic Installtion of Automatic Blowing, and Labeling Machine- Installation of Hi-tech Jar Fiiling Mac-nine to save water and energy wastage.

c) Impact of measures al (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goads;

¦ Saving In power consumption and consequently in the cost of production

d) Tolal energy consumption and energy consumption per unit of production: Not Applicable

(B) Technology Adsorption:

Research and Development

Being Franchisee o1 M/s Bisleri International Private Limited, the Company is adapting technolagical guidelines provided by its Principal from time to time and thus Research and Development of technology Is automatically taken care of.

(C) Foreign Exchange earnings and outgo:

Your Company did not have any foreign exchange earning during the year under review. The Foreign exchange outgo was Rs. 12,73, 272/- on account of travelling and other expenses

For and on behalf of the board

N, K, PODDAR

Kolkata. 12th August. 2010. Chairman

 
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