Directors Report of Manpasand Beverages Ltd.

Mar 31, 2018

We have pleasure in presenting 7''" Annual Report along with Audited Financial Statements of your Company for the year ended 31^a 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 31^st 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 Bank of India (RBI) in respect of increase in the limit of investment of FII/FPI from 24 % to49 % 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 there under.

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 demat form 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 per the 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* - Mr. Bhavesh Jingar	2600 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
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrantsand conversion) of the Company at the time of grant.	Nil

*During the year, additional 600 options are allotted to Mr. Paresh Thakkar, Chief Financial Officer of the 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. Underthis, 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 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.

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 under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on Corporate Governance as “Annexure -1”.

18. BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 Listed companies based on market capitalization. Your Company being a part of top 500 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 httD://manDasand.co.in/wD-content/uDloads/IR/Dividend-Distribution-Policv.Ddfand 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 (GSR)

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 there under, 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 hunger and 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. Measures for the benefits of armed forces veterans, war widows and their dependents

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

8. Contribution to the Prime Minister’s national Relief Fund or any other fund set up by the Central Government for 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 Rules5 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. STATUTORY AUDITOR

During the current year, M/s. Deioitte 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 at the 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 got the approval.

They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed there under 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 31^st 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 for the F.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 year to which this financial statement relate and upto the 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 DhirendraSingh

Date:- June27,2018 Chairmans Managing Director

(DIN:-00626056)

---

Mar 31, 2017

Dear Members,

We are pleased to present 6^th Annual Report along with Audited Financial Statements for the year ended 31^st March,2017.

1. FINANCIAL RESULTS

Particulars (As per IND AS)	2016-17 Rs,. In Lakhs	2015-16 Rs,. In Lakhs	Change in (%)
Revenue from Operations	71,711.19	53,200.40	34.79
Profit before interest, depreciation & tax	15,768.45	11,945.15	-
Less : - Finance Cost	118.48	571.57	-
Profit before depreciation & tax	15,649.97	11,373.58	37.60
Less: - Depreciation and Amortization expenses	7,375.68	5,705.12	-
Profit before Tax	8,274.29	5,668.46	45.97
Less:- Tax Expenses	1,010.58	618.55	-
Profit after tax	7,263.71	5,049.91	43.84
Add :- Total other Comprehensive Income for the period net of tax	(35.36)	(1.12)	-
Total Comprehensive Income for the Year	7,228.35	5,048.79	43.17

2. DIVIDEND

Your Directors have recommended a dividend @ 10% i.e. '' 1 per equity share of '' 10/- each for the financial year ended 31^st March, 2017. The dividend payout shall be subject to approval of the members at the ensuing Annual General Meeting.

3. NEW PRODUCT LAUNCHED

JeeraSip:- Jeera (cumin) is known for its unique flavor and is synonymous with Indian cuisine. “Jeera Sip” is our take on the age old traditional recipe with an innovative approach. While keeping the traditional drink''s taste and authenticity intact, we have added real fruit and fizz in it to give it a modern twist.

4. NEW PLANTS SET-UP

The Company has acquired lands and started construction of new manufacturing plants in three (03) different locations as mentioned below;

1. Vadodara Unit - III

Plot No. 1769, Manjusar Village, Savli Road, Vadodara - 391776, Vadodara, Gujarat.

2. Varanasi Unit - II

Plot No. G-1 & G-2, Karkhiyaon Industrial Area, UPSIDC, Varanasi, Uttar Pradesh.

3. Sri City

2755, Peepul Boulevard, Sri City, Cherivi Village, Sathyavedu Mandal, Chittoor District, Andhara Pradesh - 517588.

5. BRAND AMBASSADOR FOR “FRUITS UP"

During the year, Company has signed, one more Bollywood youth Icon “Taapsee Pannu” as Brand Ambassador for it''s Brand “Fruits Up”.

6. SHIFTING OF REGISTERED OFFICE

The Company at its Board Meeting held on 03rd February, 2017 has shifted its registered office from E -62, Manjusar GIDC, Savli Road, Vadodara -391775, Gujarat to 1768 & 1774/1, Manjusar Village, Savli Road, Vadodara - 391775, Gujarat, which is within the same local limit of village Savli, Vadodara, Gujarat.

7. DEPOSIT

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

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Ventures or Associate Company as on 31^st March, 2017.

9. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan or given guarantee or provided any security nor invested into any securities under section 186 of the Companies Act, 2013.

10. SHARE CAPITAL

A. Authorized Capital

During the year, the Authorized Capital of the Company got increased to Rs, 65,00,00,000/- (Sixty Five Crores Only) divided into Rs, 6,50,00,000 (Six 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 has been increased from Rs, 50,05,40,000/- to Rs, 57,21,61,980/due to following;-

i. Exercise of 70,000 Employees Stock Options under ESOP -2014 and subsequently, the Company has issued and allotted 70,000 Equity shares of Rs,. 10/- each to the eligible employees and;

ii. Allotment of 70,92,198 Equity Shares of Rs,. 10/- each with a premium of Rs,. 695.00/- aggregating to Rs,. 500.00/- crores as Qualified Institutional Placement (QIP) in compliance with the requirement of the Companies Act, 2013, read with Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.These shares have been issued in demat form and the listing and trading permission from BSE Limited and National Stock Exchange of India Limited has been obtained by the Company.

C. Employee Stock Option Purchase

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

Sr. No.	Particulars of ESOP	No. of Shares/ Amt. in Rs,.
1	Options Granted	100,000
2	Options Vested	70,000
3	Options exercised	70,000
4	The total number of shares arising as a result of exercise of option	70,000
5	Options lapsed	Nil
6	The exercise price	20/-
7	Variation of terms of options	Nil
8	Money realized by exercise of options	1,40,000/-
9	Total number of options in force	Nil
10	Employee-wise details of options granted to-
	(i) Key Managerial Personnel; - Mr. Paresh Thakkar - Mr. Bhavesh Jingar	2000 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
	(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

11. BOARD MEETINGS

During the year, 07 (Seven) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance Report.

12. DIRECTORS

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

During the year, Mr. Dharmendra Singh, Whole Time Director and Mr. Sitansh Magia, Independent Director of the Company have tendered their resignation w.e.f. 31^st May, 2016, due to their other pre-occupation.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhirendra Singh, Managing Director of the Company retires by rotation and is eligible for re-appointment. However, his tenure as Managing Director shall continue without any break.

BOARD EVALUATION

The Nomination and Remuneration Committee of the Board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Director''s performance. The Board has evaluated its own performances, its committees and all individual Directors i.e. both Independent and Non Independent considering attendance, contribution at the Meetings and otherwise, adherence of Code of Conduct and Business ethics, monitoring of regulatory compliances etc. All the Directors of the Company are found to be persons of having sound knowledge and vast experience in their respective areas and their association with the Company is considered to be beneficial to the Company.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made there under and SEBI (LODR) Regulation, 2015, the Company''s policy on Nomination and Remuneration of Directors, KMPs and Senior Management is uploaded on the Company''s website i.e.

http://manpasand.co.in/wp-content/uploads/2016/04/Nomination-and-Remuneration-Policy.pdf

13. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your directors report that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any ;

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

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 provision of all applicable laws were in place and were adequate and operating effectively.

14. RISK MANAGEMENT

The Company has established Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has also constituted Risk Management Committee to review and monitor the implementation of the Risk Management Plan. Under this, risks are 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 concern department for mitigating the risk.

15. 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.

16. INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policy and procedures on Internal Financial Controls for ensuring the orderly conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records with reference to the Financial Statements.

17. REPORT ON CORPORATE GOVERNANCE

The Company has complied with the compliance of Corporate Governance as required under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on Corporate Governance as “Annexure - 1”.

18. BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 Listed companies based on market capitalization. Your Company is a part of top 500 Listed Companies based on Market Capitalization. In compliance with the requirements, the Business Responsibility Report (BRR) is attached as “Annexure - 2”.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of CSR initiatives, the Company has undertaken CSR Projects and Programs, in compliance with Section 135 of the Companies Act 2013 and related rules made there under, the CSR Activities Report is attached as “Annexure - 3".

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as “Annexure-4” and forming part of this Report.

21. PERSONNEL

Disclosure under Section 197 (12) and Rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the information required to be disclosed in the Boards'' Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out as “Annexure - 5” to this report.

22. AUDITORS

A. STATUTORY AUDITOR

In terms of Section 139 of the Companies Act, 2013 and the rules made there under, M/s Deloitte Haskins & Sells, Chartered Accountants, Vadodara were appointed as Statutory Auditor of the Company till conclusion of 09^th Annual General Meeting of the Company, subject to ratification by the members of the Company at every Annual General Meeting.

They have confirmed their eligibility under Section 139 of the Companies Act, 2013 and the Rules framed there under 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 31^st March, 2017.

B. INTERNAL AUDITORS

The Board of the Company has retained M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.

C. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Niraj Trivedi, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of your Company for the financial year 2016-17. Mr. Niraj Trivedi, Practicing Company Secretary, has submitted the Secretarial Audit Report dated 13^th June, 2017 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- 6” to this Report.

As regards, the observations made in Secretarial Audit Report the shortfall in spending on CSR activities, necessary explanation for the same is also given in Annual Report on CSR Activities.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is given as “Annexure - 7”.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as “Annexure - 8”.

25. MATERIAL CHANGES

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

26. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013 we report that, during 2016-17, no complaint has been received under the said Act.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to express their deep sense of gratitude to the Banks & Government authorities for their support.

Board would also like to place on record sincere thanks for the commitment, dedication and hard work put in by every member of Manpasand Family.

The Directors also gratefully acknowledge all stakeholders of the Company viz., Customers, Members, Dealers, Vendors, Banks and other Business partners for their continuous support received during the year.

By order of the Board of Directors of Manpasand Beverages Limited

Place:- Vadodara Dhirendra Singh

Date:- 13.06.2017 Chairman & Managing Director

(DIN:- 00626056)

---

Mar 31, 2016

Dear Members,

The are pleased to present the 5th Annual Report along with Audited Financial Statements for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

Particulars 2015-16 2014-15 Change in Rs. In Lacs Rs. In Lacs (%)

Sales (net of excise duty) 55,670.89 35,974.87 54.75

Profit before interest, depreciation & tax 11,954.14 6,451.95 -

Less : Finance Cost 571.57 1,064.76 -

Profit before depreciation & tax 11,382.89 5,387.19 111.26

Less : Depreciation and Amortisation expenses 5,708.57 2,052.90 -

Profit before Tax 5,674.32 3,334.29 70.19

Less : Tax Expenses 618.17 339.76 -

Profit after tax 5,056.17 2,994.53 68.80

Add : Balance as per the last Financial Statements 6,793.43 4,387.77 -

Profit available for appropriation 11,849.60 7,382.30 60.51

Appropriation

Interim Dividend on Equity Shares 500.54 500.54 -

Dividend Distribution Tax 115.47 88.33 -

Total 616.01 588.87 -

Balance carried forward to Balance Sheet 11,233.59 6,793.43 65.36

2. PERFORMANCE REVIEW

During the year under review, your Company has achieved gross revenue of Rs.55,670.89 Lacs as against Rs.35,974.87 Lacs in the previous year. The profit before interest, depreciation and tax amounted to Rs.11,954.14 Lacs as against Rs.6,451.95 Lacs in the previous year.

Profit before tax during year worked out to Rs.5,674.32 Lacs as against to Rs.3,334.29 Lacs in the previous year, while Profit after tax derived to Rs.5,056.17 Lacs compared to Rs.2,994.53 Lacs in the previous year.

3. DIVIDEND

During the year, the Company had declared and paid an interim dividend at 10 % i.e. (Rs.1 per share). The total outgo for such dividend is Rs.616.01 Lacs including dividend distribution tax Rs.115.47 Lacs.

With a view to conserve resources for the future expansion plans, directors have not recommend any further dividend and hence the interim dividend would be the final dividend.

4. DEPOSIT

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

5. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

The Company has complied with the compliance of Corporate Governance required under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said reports are attached at "Annexure - 1 & 2 respectively."

6. NEW PLANT SET-UP

During the year, the Company is in process of setting up a new manufacturing facility at SAHA Industrial Estate of HSIIDC, Ambala, Haryana.

7. POLICIES

The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain polices for all listed companies. All such polices are available on the website as per details mentioned below;

Name of the Policy Web link

Whistle blower Policy/ Vigil Mechanism http://manpasand.co.in/wp-content/uploads/ 2015/07/Whistle-blower-Policy.pdf

Nomination and Remuneration Policy http://manpasand.co.in/wp-content/uploads/ 2016/04/Nomination-and-Remuneration-Policy.pdf

Corporate Social Responsibility Policy 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 134 of the Act, 2013 read with its Rules framed thereunder is attached at "Annexure - 3"

Related Party Transaction Policy http://manpasand.co.in/wp-content/uploads/ 2016/02/Related-Party-Transaction-Policy.pdf

Policy on Determination of http://manpasand.co.in/wp-content/uploads/201 6/02/Policy-on-Determination-of-Materiality-of Materiality of Events -Events.pdf

Policy on Preservation of Documents http://manpasand.co.in/wp-content/uploads/ 2016/02/Policy-on-preservation-of-documents. pdf

8. LISTING AGREEMENT

The SEBI on 02.09.2015, issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the said regulations were effective from December 1, 2015. Accordingly, all listed companies are required to enter into the Listing Agreement. The Company in compliance of the said regulation has entered into Listing Agreement with BSE Limited and National Stock Exchange of India Limited within the stipulated time.

9. SUBSIDIARY OR ASSOCIATE COMPANIES

The Company does not have any subsidiary or associate Company.

10. SHARE CAPITAL

A. Issue of Equity Shares

During the year, the Company has, successfully completed its Initial Public Offer (IPO) and has issued and allotted 12,500,000 equity shares of Rs.10 each with a premium of Rs.310 aggregating to Rs.400.00 crores in compliance with the requirement of the Companies Act, 2013, and the rules framed thereunder and SEBI (ICDR) Regulations.

B. Employee Stock Option Purchase

The Company has granted 100,000 Shares to the Employees of the Company under ESOP -2014. 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 No. of Shares/ Amt. in Rs.

1 Options granted 100,000

2 Options vested 70,000

3 Options exercised Nil

4 The total number of shares arising as a result of exercise of option Nil

5 Options lapsed Nil

6 The exercise price 20/-

7 Variation of terms of options Nil

8 Money realised by exercise of options Nil

9 Total number of options in force 70,000

10 Employee-wise details of options granted to :

(i) Key Managerial Personnel;

- Mr. Paresh Thakkar 2000

- Mr. Bhavesh Jingar 1000

(ii) Any other employee who receives 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

11. BOARD MEETINGS

During the year, 09 (Nine) Board Meetings were convened and held. The details of such Board Meetings have been provided in the Corporate Governance Report.

12. RISK MANAGEMENT

The Company has established a 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 categorised 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 adopted the policy and procedures on Internal Financial Controls for ensuring the orderly and efficient conduct of its business including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information system with reference to the Financial Statements

15. DIRECTORS

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.

During the year, Mr. Dhruv Agrawal as Professional Director and Mr. Sitansh Magia as Independent Director were appointed with the approval of shareholders.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Dhruv Agrawal, Professional Director and Mr. Vishal Sood, Director of the company retire by rotation and are eligible for re-appointment.

Mr. Dharmendra Singh, Whole Time Director and Mr. Sitansh Magia, Independent Director of the company have tendered their resignation w.e.f. 31st May, 2016.

BOARD 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 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 having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to 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 - 4".

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not given any loan or guarantee or provided any security and invested into any securities.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your directors report that :

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any

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 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. PERSONNEL

A. Disclosure under Section 197 (12) and rule 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 - 5" to this report.

B. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014

(I) Names of employees employed throughout the year and were in receipt of remuneration of not less than Rs.1.02 Cr. per annum- None.

(ii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs.8.50 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

Note:

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.

20. AUDITORS

A. STATUTORY AUDITOR

The Company''s Auditors, M/s. Deloitte Haskin & Sells, Chartered Accountants, Vadodara who retire at the ensuring 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, 2016.

B. INTERNAL AUDITORS

The Board of the Company has appointed M/s. Sharp & Tannan Associates, Chartered Accountant, Vadodara as Internal Auditors of the Company.

C. SECRETARIAL AUDIT

The Company has appointed M/s. Niraj Trivedi, Practising Company Secretaries, Vadodara for Secretarial Audit purpose. The Report of the Secretarial Audit Report is attached at "Annexure -6".

As regards, the observation made in secretarial audit report the shortfall in spending on CSR activities, necessary explanation for the same is also given in Annual Report on CSR Activities.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT

During the year, the company has not entered into any contract or arrangement which falls under Section 188 (1) of the Companies Act, 2013.

22. 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

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is given at "Annexure - 7."

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

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act 2013 we report that, during 2015-16, no case has been filed under the said act.

25. ACKNOWLEDGMENT

The Directors take this opportunity to express their deep sense of gratitude to the Banks & Government authorities for their support.

Board would also like to place on record their sincere thanks for the commitment, dedication and hard work put in by every member of the Manpasand Family.

The Directors also gratefully acknowledge all stakeholders of the company viz., Customers, Members, Dealers, Vendors, Banks and other Business Partners for their continuous trust and support given during the year.

By order of the Board of Directors of

Manpasand Beverages Limited

Place : Vadodara Dhirendra Singh

Date : 20th July, 2016 Chairman & Managing Director

(DIN:- 00626056)

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Mar 31, 2015

Dear Members,

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

Appropriation :

Proposed Final Equity Dividend 500.54 34.00

Distribution Tax on Dividend 88.33 5.46

2. DIVIDEND

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.

3. DEPOSIT

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.

Haryana Facility

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

Fruits Up:

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.

Manpasand ORS

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.

8. POLICIES

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.

15. DIRECTORS

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.

BOARD EVALUATION

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.

20. PERSONNEL

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

Note:

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.

21. AUDITORS

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.

26. ACKNOWLEDGEMENT

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)

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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

DIVIDEND

Your Directors after taking into account the financial position, have recommended dividend of 10% for the year 2013 – 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.

PERFORMANCE

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.

FIXED DEPOSITS

The Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INSURANCE

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.

HUMAN RESOURCES

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.

PERSONNEL

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.

AUDITORS

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

Industrial relations were cordial throughout the year under review. Your directors appreciate the dedicated services and co-operation of employees at all levels.

ACKNOWLEDGEMENT

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.

Place: Vadodara

Date: 18th June, 2014

For and on behalf of the Board

Sd/-

Mr. Dhirendra Singh

Chairman & M. Director