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Mohan Meakin Ltd.

BSE: 590039 Sector: Consumer
NSE: N.A. ISIN Code: INE136D01018
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Mohan Meakin Ltd. (MOHANMEAKIN) - Director Report

Company director report

Including Management Discussions & Analysis

TO THE MEMBERS :

The Directors present their 82nd Annual Report on the business andoperations of the Company with the Audited Financial Statements for the year ended 31stMarch 2016 together with the report of Auditors Messrs. A.F. Ferguson Associates.

FINANCIAL HIGHLIGHTS :-
Year ended Year ended
31-03-2016 31-03-2015
(Amt. in lacs) (Amt. in lacs)
Rs. Rs.
Revenue from Operations 57507.29 52565.71
Less: Excise duty 13213.71 11614.52
Revenue from Operation (Net) 44293.58 40951.19
Other Income 897.79 613.47
Net Revenue from Operation & Other income 45191.37 41564.66
Less: Total Expenditure excluding
Exceptional items 44670.20 41917.76
Profit/(Loss) before exceptional items & tax 521.17 (353.10)
Exceptional items - 939.34
Profit/(loss) before tax 521.17 586.24
Tax Expenses:
Provision for current tax 107.00 133.00
Minimum alternate tax (MAT) credit entitlement (107.00) (133.00)
Deferred tax charges/(benefits) 135.51 209.91
Provision for taxation relating to earlier year 11.78 -
Profit/(Loss) from continuing operations 373.88 376.33
Profit/(Loss) from discontinuing operations - -
Profit/(Loss) for the year 373.88 376.33
Balance brought forward from previous year 1084.23 707.90
Balance carried to Balance Sheet 1458.11 1084.23

RESULTS:

The total net revenue after adjusting excise duty from operations and other income ofthe Company registered an increase from Rs. 41564 lacs last year to Rs. 45191 lacs. Theprofit during the year amounting to Rs.521.17 lacs which does not include any item ofexceptional income as compared to last year is quite satisfactory in the face of stiffcompetition in the trade.

DIVIDEND:

In view of the growth requirements of the business and the inadequacy of profits of theCompany the Directors have not recommended any Dividend for the year ended 31.3.2016.

DIRECTORS:

1. Brig. (Dr) Kapil Mohan VSM (Retd.) Ph.D. Managing Director of the Company hassince resigned by tendering his resignation which takes effect from 26th July2016 from the Directorship and the Office of Managing Director of the Company. The Boardplaces on record its appreciations for the exceptional leadership and invaluablecontributions made by him for the growth of the Company during his tenure as its ManagingDirector.

The vacancy caused as a result of resignation of Brig. (Dr) Kapil Mohan VSM (Retd.)Ph.D from the Directorship is not being filled up for the time being.

2. APPOINTMENT OF MANAGING DIRECTOR:

Since Brig. (Dr) Kapil Mohan VSM (Retd.) Ph.D. has resigned from the office ofManaging Director of the Company to fill the vacancy thus caused the Board of Directorshave recommended Shri Hemant Mohan (DIN 00197951) currently the Dy. Managing Director ofthe Company for appointment as Managing Director of the Company for a period of 3 yearsw.e.f. 13.08.2016 to 12.08.2019 on the remuneration package as approved by the Nominationand Remuneration Committee and as such the proposal for appointment of Shri Hemant Mohanas Managing Director of the Company is being placed in the forthcoming Annual GeneralMeeting of the Company for its approval.

3. Re-appointment of Director

In terms of the Articles of Association of the Company and in accordance with theprovisions of Companies Act 2013 Mrs. Shalini Mohan Director (DIN No.06939483) retiresby rotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. We recommend her re-appointment as her advice from time to time isbeneficial to the Company.

All Independent Directors have given the Declarations under Section 149 (6) of theCompanies Act and Regulation 16(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 that they meet the criteria of independence.

CHANGES IN KEY MANAGERIAL PERSONNEL.

There is no change in the Key Managerial Personnel during the year under Report.

BOARD PERFORMANCE EVALUATION:

The Company has devised a Performance Evaluation Framework and Policy which sets amechanism for the evaluation of the Board Board Committees and Directors. PerformanceEvaluation of the Board Committees and Directors was carried out through an evaluationmechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

INDEPENDENT DIRECTORS’ MEETING:

One Meeting of the Independent Directors was held on 25th May 2015 withoutthe presence of the Executive Directors or management personnel. At the IndependentDirectors Meeting held on 25th May 2015 the Independent Directors carried outperformance evaluation of Non-Independent Directors and the Board of Directors as a wholeperformance of Chairman of the Company the quality content and timelines of flow ofinformation between the Management and the Board based on the Performance Evaluationframework of the Company. All the Independent Directors except one were present at theaforesaid Meeting.

FAMILIRIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a Familiarization Program for Independent Directors to provideinsights into the Company’s business to enable them contribute significantly to itssuccess. The Executive Directors and Senior Management makes presentations periodically tofamiliarize the Independent Directors with the strategy operations and functions of theCompany.

AUDITORS:

M/s. A.F. Ferguson Associates Chartered Accountants New Delhi have been appointed asStatutory Auditors of the Company in the year 2014 for a period of 3 years i.e. to holdoffice till the conclusion of the Annual General Meeting of the Company to be held in thecalendar year

2017 subject to ratification of their appointment at every Annual General Meeting. Assuch Directors recommend ratification of their appointment for the financial year ending31st March 2017 for approval of the shareholders as an Ordinary Resolution asprovided under Section 139 and 142 of the Companies Act 2013.

M/s. Mohan & Co. Chartered Accountants Lucknow appointed for the audit ofaccounts of the Company’s Lucknow Branch will retire at the conclusion of theforthcoming Annual General Meeting. They being eligible offer themselves forre-appointment for the year ending 31.3.2017. The Directors recommend their appointmentfor approval of the shareholders as an Ordinary Resolution.

The Notes forming part of the Financial Statements referred to in the Auditor’sReport are self-explanatory and do not call for any further comments. The Auditors’Report does not contain any qualification reservation disclaimer or adverse remark.

SECRETARIAL AUDIT:

Shri Pradeep Kumar Tuli Prop. M/s. Tuli Pradeep & Associates as Practising CompanySecretary was appointed to conduct the Secretarial Audit for the financial year 2015-16 asrequired under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for financial year 2015- 2016 forms part of the Annual Report asAnnexure-I to the Board’s Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

The Board has appointed Shri Pradeep Kumar Tuli Prop. M/s. Tuli & AssociatesPractising Company Secretary to carry out the Secretarial Audit of the Company for thefinancial year 2016-17.

CONSOLIDATED FINANCIAL STATEMENT IN RESPECT OF THE SUBSIDIARIES ASSOCIATE COMPANY ANDJOINT VENTURES

There is no subsidiary company of Mohan Meakin Limited but in view of the extendeddefinition as provided under Section 129(3) of the Companies Act 2013. A separatestatement containing the salient features of the financial statement of the associatecompanies are annexed in the prescribed format 'AOC-1'. - Annexure - II'

RELATED PARTY TRANSACTIONS:

Section 188 of the Companies Act 2013 prescribes that no Company shall enter intoAgreements/Arrangements/

Contracts with related party unless the consent of the Board of Directors is given inResolution at the Meeting of the Board. It bars the related party to vote on such SpecialResolution. It also provides that no Contract or Arrangement shall be entered into exceptwith the prior approval of the Company by Special Resolution. Although the Company hasentered into Agreements/Arrangements/Contracts with related parties and the Board hasthoroughly examined that these Agreements/Contracts are on arm’s length basishowever the Board thinks it fit to place all the Agreements/Arrangements/Contracts wherethe Directors are interested being common Director or otherwise with these relatedparties before the Shareholders.

Although according to Board of Directors these transactions were entered into by theCompany in its ordinary course of business much earlier before the Companies Act 2013came into force yet out of abundant caution these are placed before the shareholders byway of Special Resolution as prescribed under the Companies Act 2013 and Regulation 23 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The parties withwhom the Company has entered into Agreements/Arrangements/Contracts for a term of one yearfrom 1.4.2016 to 31.3.2017 are as under :-

1. M/s.Mohan Breweries & Distilleries Ltd. Chennai

2. " Mohan Rocky Springwater Breweries Ltd. Mumbai.

3. " Mohan Zupack Ltd. New Delhi

4. " Mohan Closures Ltd. New Delhi

5. " Trade Links (P) Ltd. New Delhi

6. " John Oakey & Mohan Ltd. Delhi

7. " Arthos Breweries Ltd. Chennai

8. " National Cereals Products Ltd. Solan Brewery Most of theAgreements/Arrangements/Contracts are continuing since long time with the parties to givebottling rights of different brands of Beer/Whisky at different stations like ChennaiMumbai so that the Company’s products are available throughout the Country whereverpossible otherwise the Company’s production/sales would be affected which ultimatelywould affect its profitability. It is economically unviable for the Company to dispatchits goods to these stations from its own manufacturing centers which are based in theNorth. With these arrangements the Company is getting handsome amount ofRoyalty/Commission every year. The Board and Audit Committee are of the view that theseare in the ordinary course of business and are at arm’s length and theseAgreements/Arrangements/Contracts should continue. The transactions are of repetitivenature.

Disclosure requirements as stipulated in Schedule V-A(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is not applicable to the Company.

Disclosure of particulars in the prescribed Form of Contracts/Arrangement entered intoby the Company with related parties referred to in Section 188(2) of the Companies Act2013 is annexed as per Annexure-III. All related party transactions are placed on aquarterly basis before the Audit Committee for approval and before the Board forconsideration and noting .

The Policy on related party transactions as approved by the Board is uploaded on theCompany’s website www.mohanmeakin.com.

TRANSACTIONS WITH NATIONAL CEREALS PRODUCTS LIMITED:

The purchases made by the Company during the year included purchases aggregating toRs.23114548/- made from National Cereals Products Ltd. which has been manufacturingthe bulk requirements of barley malt for the last more than five decades. Out of the totalshareholding of 1314528 of National Cereals Products Ltd. the Company i.e. Mohan MeakinLtd. holds 341352 shares (approx.26%) Mohan Family holds 366310 shares (approx. 28%)(including 48536 shares (3.69%) held by Brig.(Dr.) Kapil Mohan VSM (Retd.) Ph.D.Managing Director). Mrs. Comilla Mohan Sister-in-law (brother’s wife) of Brig.(Dr.)Kapil Mohan VSM (Retd.) Ph.D. is the Managing Director of National Cereals ProductsLimited. Under the provisions of Companies Act 2013 the Agreement with this Company (NCP)being a related party is placed before you as a Special Resolution.

DEPOSITS FROM PUBLIC:

During the financial year under review the Company has not accepted any deposits frompublic. However the amount of interest remaining unpaid on the deposits is beingdeposited in the Investor Education and Protection Fund as per provisions of Section 205A& 205C of the Companies Act 1956.

Transfer of Amounts to Investor Education and Protection Fund: Complying with theprovisions of Sections 205 A and 205 C of the Companies Act 1956 which is still in forceamounts remaining unpaid or unclaimed for a period of seven years have been transferred bythe Company from time to time on due dates to the Investor Education and ProtectionFund.

Pursuant to the provisions of Investor education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company onthe Company’s website www.mohanmeakin.com The information regarding unpaid andunclaimed amounts has also been filed online with the Registrar of Companies on 23.12.2015vide SRN No.44379030.

Corporate Social Responsibility Committee:

As prescribed under Section 135 of the Companies Act 2013 all Companies having networth of Rs.500 crore or more or turnover of Rs.1000 crore or more or a net profit ofRs.5 crore or more during any financial year are required to constitute a Corporate SocialResponsibility (CSR) Committee of the Board of Directors comprising three or moreDirectors at least one of whom should be an Independent Director and such Company shallspend at least 2% of the average net profits of the Company’s three immediatelypreceding financial years towards Corporate Social Responsibility activities.

The Company constituted the Corporate Social Responsibility Committee comprising of 4Independent Directors as required under Section 135 of the Companies Act 2013 ; thecomposition of the Committee is under :-

1. Shri L.K. Malhotra - Chairman

2. " J.K. Jain - Member

3. " Swaraj Suri - "

4. " Yash Kumar Sehgal - "

Since the Company does not meet the criteria laid down in Clause 5 of Section 135 ofthe Companies Act 2013 therefore no activities could be undertaken by the Company sofar.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 the ratio ofthe remuneration of each Director to the median Employees’ Remuneration is annexedherewith as Annexure-IV to this Report. The Statement showing the particulars under Rule 5(2) and 5 (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 required to be included in the Directors’ Report is not applicable as noemployee of the Company was in receipt of Remuneration equal to or above the limitmentioned in the said Rules.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-V andforms part of this Report.

CASH FLOW STATEMENT:

Cash Flow Statement for the year 2015-2016 is attached to the Balance Sheet.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO.

The information on conservation of energy technology absorption foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure"VI".

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3)(c)of theCompanies Act 2013: a. that in the preparation of the annual financial statements for theyear ended 31st March 2016 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any ; b. thatsuch accounting policies as mentioned in Note 2 of the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2016 and of the profit of the Company to the yearended on that date. c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. that the annual financial statements have been prepared on agoing concern basis; e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively. f. that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

CORPORATE GOVERNANCE & MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Corporate Governance & Management’s Discussion and Analysis Reports for theyear under review as stipulated under Schedule V-C (Regulation 34(3) and 53(f) of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 is presented in aseparate Section forming part of the Annual Report.

Compliance Certificate of Practising Company Secretary regarding compliance of theconditions of Corporate Governance as stipulated in Schedule V(E) of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 is annexed and forms a part ofthe Annual Report.

ACKNOWLEDGEMENT:

It is a matter of pride that the Management – Employees relations in your Companyduring the year under review continues to be very cordial as in the previous years. Theemployees continue to work with great dedication and commitment. Your Directors wish toplace on record their deep sense of appreciation for the devoted services of theExecutives Staff and Workers of the Company for its success. The Board also acknowledgesthe support given by Banks Customers and Government authorities.

Shri Hemant Mohan Managing Director
" Vinay Mohan Director
" Mrs. Shalini Mohan Director
" J.K. Jain Director
" L.K. Malhotra Director
" M. Nandagopal Director
" Yash Kumar Sehgal Director
Mohan Nagar – 13th(Ghaziabad) U.P. August 2016.

Annexure-I

Secretarial Audit Report

For the period 01/04/2015 to 31/03/2016

{Pursuant to section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014}

To

The Members

Mohan Meakin Limited P.O. Solan Brewery Solan Himachal Pradesh

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Mohan Meakin Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records miaintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2016 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter :

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by The Company for the period ended on 31/03/2016 according tothe provisions of :

(i) The Compaines Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethere under:

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to theCompany :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Rugulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (ESOS and ESPS) Guidelines 1999 and TheSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014;

(e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(f) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(h) The Securities and Exchange Board of India (Listing Obligations & DisclosuresRequirements) Regulations 2015 and

2. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreements entered into by the Company with the Calcutta StockExchange.

And report that during the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards Listing Agreements etc.mentioned above.

3. I Further report that there are adequate systems and processes in theCompany commensurate with the size and operations of the company to monitor and ensurecompliance with the following general and specific laws rules regulations and guidelinescontained there on as applicable to the company as per the written representationissued to me : i. The Factories Act 1948 ii. Industrial Disputes Act

iii. Payment of Wages Act 1936 iv. Minimum Wages Act 1948 v. Employees Provident Fundand Misc. Prov. Act 1952

vi. Employees Insurance Act 1948 vii. Payment of Bonus Act 1965 viii. GratuityPayment Act 1971 ix. Equal Remuneration Act 1976 x. Contract Labour (Regulations &Abolition) Act 1970

xi. Industrial Labour Employment Standing Order Act 1946 xii. Employment Exchange Act1959 xiii. Apprentices Act 1961 xiv. Boilers Act 1923

xv. Employer's Liability Act 1938

xvi. Collection of Statistics Act 1953 xvii H.P. Ind. Establishment (NationalFestivals & Holidays & Leave) Rules 1970 xviii. Trade union Act 1926 xix. Water(Prevention and Control of Pollution) Act 1974

xx. Water (Prevention and Control of Pollution) Cess Act 1977

xxi. Air (Prevention and Control of Pollution) Act 1981 xxii. Environment (Protection)Act 1986 xxiii. Public Liability Insurance Act 1991

xxiv. Hazardous Waste Rules 2008 xxv. Food and Safety Standards Act 2006 xxviIndustires (Dev. & Reg.) Act 1951 xxvii. Weights & Measurement Act xxviii. LegalMetrology Act 2009

4. I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes or the respective.

For Tuli Pradeep & Associates
Company Secretaries
CS Pradeep K. Tuli
M. No. FCS No. 1850
C.P. No. 3940
Place : Solan
Date : 5th August 2016

To

The Members

Mohan Meakin Limited

P.O. Solan Brewery Solan Himachal Pradesh

Our report of even date to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these records based on our audit.

2. We have followed the audit processes and practices as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Webelieve that the processes and practices we followed provide a reasonable basis for ouropinion.

3. We have not verified the correctness and appropriateness of financial and taxationrecords and Books of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happanings of events etc.

5. The Compliance of the provisons of Corporate and other applicable laws rulesregulation standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

FOR TULI PRADEEP & ASSOCIATES
COMPANY SECRETARIES
PRADEEP K. TULI
PLACE : SOLAN M. NO. FCS 1850
DATE : 5th AUGUST 2016 C.P. NO. 3940

Annexure-II Form AOC-1

Part-B : Associates

Statement pursuant to Section 129 (3) of the Companies Act2013 related to AssociateCompanies

Rs. in lacs
S.No. Name of Associates National Cereals Products Ltd. Mohan Closure Ltd.
1 Latest Audited Balance sheet date 31.03.2016 31.03.2016
2 Shares of Associates held by the company on year end :
- No. 366408 30000
- Amount of investment in Associates 0.46 3.00
- Extent of Holdings (%) 27.87% 25%
3 Description of how there is significant influence Holding above 20 % of Equity Share Capital Holding above 20 % Equity Share Capital
4 Reason why the associates is not consolidated N. A. N. A.
5 Networth attributable to shareholding as per latest audited Balance Sheet 212.91 12.08
6 Profit /(loss) for the year
I. Considered in consolidation (17.61) (0.79)
II. Not considered in consolidation (45.56) (2.37)

Notes:

1. Names of Associate which are yet to commence operations: Nil

2. Names of Associate which have been liquidated or sold during the year : Nil

For and on behalf of Board of Directors
HEMANT MOHAN Dy. Managing Director
VINAY MOHAN Director
SHALINI MOHAN Director
H.N.HANDA M. NANDAGOPAL Director
Secretary J.K. JAIN Director
YASH KUMAR SEHGAL Director
L.K. MALHOTRA Director

Annexure-III Form AOC-2

(Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

There were no contracts or arrangements or transactions entered into during the yearended March 31 2016 which were not at arm’s length basis.

The details of material contracts or arrangement or transactions at arm’s lengthbasis for the year ended March 31 2016 are as follows:

Name of Related party and Nature of Relationship The nature duration of the Contract and particulars of the contract or arrangement The material terms of the Contract or arrangements including the value if any Any advance paid or received for the Contractor arrangement if any Any other information.
1.Mohan Breweries & Distilleries Ltd. Chennai. 1. Manufacturing & Trade Mark User Agreement (Beer) Royalty on Beer for various MML’s brands. MML has received Rs.68 lacs as security for due performance of the Agents None
The Company has one common Director i.e. Mr. M. Nandagopal i) The Company has entered into royalty agreement with MBDL Chennai for Beer w.e.f. 01.04.2016 to 31.03.2017 for the States of Tamil Nadu Kerala Karnataka Telangana and U.T. of Pondichery & Andaman.
2. Manufacturing & Trade mark User Agreement (IMFL)
(i) The Company has entered into royalty agreement with MBDL Chennai for IMFL w.e.f. 01.04.2016 to 31.03.2017 for the States of Tamilnadu Telangana and U.T. of Andaman. Royalty on IMFL for various MML’s brands. NIL None
(ii) Sale of spirit FM/Caramel & Bottles The Company will sell spirit FM Caramel and Empty Glass Bottles of/for MML’s brands as per the standard terms with all bottlers of MML brands.
3. Authorised Selling Agency Agreement
Commission paid to MBDL on sale of Corn Flakes and Juices Agreement for the period 1.4.2016 to 31.3.2017. The Company has entered into Agency agreement with MBDL for sale of Company’s Breakfast food products in the States of Tamilnadu and Andhra Pradesh on per case commission. NIL None
4. Bottling & Sales Agreement for A.P.
The Company has entered into royalty agreement with MBDL Chennai for its bottling unit at Chittoor Andhra Pradesh for IMFL w.e.f. 01.04.2016 to 31.03.2017. Royalty based on Production/Sale. NIL None
2. Mohan Rocky Spring Water Breweries Ltd. (1) Manufacturing Agreement
The Company has five common Directors i.e. Brig (Dr) Kapil Mohan Mr. M.Nandagopal (i) MML purchases finished goods from MRSB for sale in State of Maharashtra. This arrangement is for the period 2016-17. The transactions will be held on standard business terms.
Mr. Vinay Mohan Mr. L.K. Malhotra and Mr. Yash Kumar Sehgal. (ii) Sale of Spirit FM Caramel and Empty Glass bottles of/for MML’s brands (iii) Expenses recovered by MRSB to MML towards salary etc. for staff on deputation. The Company will sell spirit FM Caramel of/for MML’s brands as per the standard terms with all bottlers. MML will debit the cost of staff deputed at MRSB for technical supervision. NIL None
(iv) Royalty income to MML None
3. National Cereals Products Ltd. (1) Purchase Agreement for the period from 1.4.2016 to 31.3.2017. All the transactions will be held on standard business terms. NIL None
NCPL is a associate Company of MML as MML is holding more than 20% paid up share capital of NCPL and being the associate Company it is covered under the definition of related party. MML purchases malt from NCPL provide its godown and machineries on rent as per the requirement of NCPL provide electricity water and transport services on actual basis. MML has also taken some staff of NCPL on deputation basis at its Mohan Nagar and Solan Units.
4. Mohan Zupack Ltd. (1) Purchase Agreement Purchase will be made NIL None
for the period from on standard terms.
1.4.2016 to 31.3.2017.
Relative (mother) MML purchases empty
of DMD & one Director cartons from Mohan
of MML Zupack Ltd. for its various
units/branches
as per the requirements
from time to time.
5. Mohan Closures Ltd. (1) Purchase Agreement for the period from 1.4.2016 to 31.3.2017. All arrangements/contracts will be held on standard terms. NIL None
(1) MCL is associate Company of MML as MML is holding more than 20% paid up share capital of MCL and being the associate Company it is covered under the definition of related party. MML purchases Crown Corks from Mohan Closures Ltd. for its Breweries at Mohan Nagar and Solan as per requirements from time to time.
(2) Mr. Vinay Mohan is a common Director. (2) Lease Agreement for the period from 1.4.2016 to 31.3.2017.
(3) Mrs. Pushpa Mohan is a relative (wife) of M.D. (i) Rent Rent recovered for factory premises.
(ii) Recoveries against Electricity Water Transportation charges Recoveries against Electricity Water and transportation charges. NIL None
6. Trade Links Pvt. Limited (1) Usership Agreement from 1.4.2016 to 31.3.2017.
Mrs. Pushpa Mohan Director in TLPL is wife of Brig. (Dr) Kapil Mohan Managing Director of MML & Shri Vinay Mohan is Common Director. MML is getting royalty from TLPL towards the use of its Trade marks by TLPL under the royalty agreement effective from 1.4.2016 to 31.03.2017. Royalty income IMFL Rs.42 lacs Food Products – Rs.4.40 lacs Total Security – Rs.46.40 lacs None
(2) Authorised Selling Agency Agreement effective from 1.4.2016 to 31.3.2017.
(i) MML during the normal course of its business has sold IMFL Beer Corn Flakes and Juices to TLPL. Sale of IMFL Beer Cornflakes & Juices. NIL None
(ii) MML has paid commission on sale of its products and Depot operation charges as per the agency agreement upto 31.03.2017. Commission will be paid on sale. Depot operation charges will be paid. MML is reimbursing Salary TA/DA etc. of TLL’s Staff on deputation at MML : None
7. John Oakey & Mohan Limited (1) Lease Agreement
Mrs. Usha Mohan Director in JOML is relative mother of DMD and one Director. (1) MML is making recovery from John Oakey & Mohan Limited towards their use of electricity on actual basis. Recovery against electricity will be made on actual usage basis. NIL None
(ii) MML is getting rent for the use of premises by JOML under the rent agreement from 01.04.2016 to 31.03.2017. Rent as per the terms of the agreement. None
8. Arthos Breweries Limited. (1) Manufacturing & Trademarks User Agreement for Andhra Pradesh
Brig.(Dr) Kapil Mohan is common Director of MML and Arthos Breweries Ltd. The Company has entered into a Royalty Agreement with Arthos Breweries Ltd. renewed upto 31.3.2017 for production of Beer in the State of Andhra Pradesh. Per case Royalty has been fixed on production of Beer. Royalty income will be booked by MML as per the terms of the Agreement. NIL None
Date of approval of the Board : 30th May 2016.

ANNEXURE-IV TO THE BOARD’S REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

Information pursuant to Section 134(3)(q) and Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

1. The ratio of the remuneration of each Director to the median employee’sremuneration for the financial year :

Name Designation Ratio
Brig.(Dr) Kapil Mohan Managing Director 1.09%
Shri Hemant Mohan Deputy Managing Director 0.90%
" Vinay Mohan Non-Executive Non-Independent -
Smt. Shalini Mohan Non-Executive Non-Independent -
Shri L.K. Malhotra Non-Executive Independent -
" J.K. Jain Non-Executive Independent -
" M.Nandagopal Non-Executive Independent -
" Swaraj Suri Non-Executive Independent -
" Yash Kumar Sehgal Non-Executive Independent -

For this purpose sitting fees and reimbursement of out of pocket expenses incurred inattending the Board and Committees Meetings paid to the Directors have not been consideredas remuneration.

The Members have at the Annual General Meeting of the Company held on 25thSeptember 2014 approved payment of Commission to the non-Executive Directors within theceiling of 1% of the of net profits of the Company as computed under applicable provisionsof the Act. The said Commission is decided each year by the Board of Directors anddistributed amongst the Non-Executive Directors based on their attendance and contributionat the Board and certain Committee Meetings as well as the time spent on operationalmatters other than at the Meetings.

However no Commission was paid to the Non-Executive Directors for the financial year2015-16 in view of inadequacy of profits.

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

The Managing Director and the Dy. Managing Director got annual increase in the salarygrade already approved by the shareholders in the Annual General Meeting. Non-ExecutiveDirectors have not been paid any remuneration during the year.

There is no increase in the remuneration of Chief Financial Officer and the CompanySecretary during the financial year 2015-16.

3. The percentage increase in the median remuneration of employees in the financialyear :

The average percentage increase in the median remuneration of employees in thefinancial year was around 4.08%. The calculation of percentage increase in MedianRemuneration is done based on comparable employees. Employees who were not eligible forany increment have been excluded for the purpose of this calculation.

4. The Number of permanent Employees on the rolls of the Company:

The number of permanent employees on the rolls of the Company as on 31stMarch 2016 are – 827.

5. The explanation on the relationship between average increase in remuneration and theCompany performance: The criteria for increase in the remuneration amongst other thingsis also related to the individual performance the Company’s performance and suchother factors as briefly described in the Policy for Remuneration of Key ManagerialPersonnel and Employees as given in the Corporate Governance Report under the head"Nomination & Remuneration Committee" which forms part of this Report.

To maintain smooth relations with the workmen the Company is giving increase inremuneration as per Agreement(s) entered into with the Labour Unions and the Company fromtime to time. As regards staff and officers the slab of increase is fixed according tobasic salary drawn by them. The Bonus Dearness and House Rent allowances are linked withthe basic salary wherever applicable under the terms of appointment.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: The Key Managerial Personnel were paid around 16.61% of theprofit after tax (PAT) for the Financial Year 2015-16.

7. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer and the variation inthe Net Worth of the Company as at the close of the current financial year and previousfinancial year: There is no variation in the market capitalization of the Company in viewof small number of transfer of shares during the last few years as a result the shares arenot being quoted by Calcutta Stock Exchange where the shares of the Company are listed.

However the maximum average rate of Company’s share transacted during the year asper Share Transfer Register is Rs.35/-. The shares were not being frequently traded at theCalcutta Stock Exchange.

8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and exceptionalcircumstances for increase in the managerial remuneration if any : As per Company Policy& designation of the Employees taking into consideration their qualificationexperience and the job involved.

9. Comparison of the remuneration of each of the Key Managerial Personnel against theperformance of the Company: The comparison of remuneration of each of the KMP against theperformance of the Company is as under :-

Designation % of PAT
Managing Director & Chief Executive Officer 6.47
Deputy Managing Director 5.39
Company Secretary 2.33
Chief Financial Officer 2.41

10. The key parameters for any variable component of remuneration availed by theDirectors:

There is no variable Components of remuneration availed by the Directors & KeyManagerial Personnel. 11. The ratio of the remuneration of the highest paid Director tothat of the employees who are not Directors but receive remuneration in excess of thehighest paid Director during the year : Not Applicable.

12. Affirmation that the remuneration is as per the remuneration policy of the Company:Yes General Notes:

The Remuneration for the purpose of this table is defined as "Total Cost to theCompany (TCC) + Approved Bonus" for all the employees wherever applicable under theterms of appointment. KMPs remuneration is as per the Form 16 (on an annualized basis).

Annexure VI ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS& OUTGO Particulars required under the Companies (Accounts) Rules 2014 A.Conservation of energy

i) The steps taken or impact on conservation of energy

All business units of the company continued their efforts to improve energy usageefficiencies. Innovative ways and new technology were constantly explored for efficientusage of energy. Energy conservation measures carried out during the financial year2015-2016 are listed below: a) The company has commissioned five unitanks which will saverefrigeration and electrical energy to a great extent. b) Replacements of old motors andmore LED in various units have resulted in saving of Electrical energy. c) Insulation ofsteam pipelines and glycol pipeline has resulted in saving of steam and refrigerationenergy. Energy conservation measures taken above have resulted in saving in energyconsumption besides reduction in cost of production.

ii) The steps taken by the company for utilizing alternate sources of energy.

In one of the units of the company solar energy has harnessed on small scale.

iii) The capital investment on energy conservation equipment. a) The company hasmade an investment of Rs. 188 Lacs on unitanks. b) The company has made an investment ofRs. 4 Lacs on solar panel.

B. Technology absorption

i) The efforts made towards technology absorption a) Efforts have been made towardsscaling of the process for commercial scale production. b) The company has replaced oldfermentation tanks and storage tanks with unitanks which will conserve refrigerationenergy.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution.

By implementing above plans there was reduction in cost of production and betterquality of product.

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

a) The details of technology imported

b) The year of import

c) Whether the technology been fully absorbed d) If not fully absorbed areas whereabsorption has not taken place and the reason thereof The above mentioned points (a) to(d) in Para (iii) are not applicable since the company has not imported any technologyduring the last three financial years reckoned from the beginning of the financial year.

iv) The expenditure incurred on Research and Development.

No major expenditure has been incurred on research and development by the company.

C. Foreign Exchange earnings and outgo:

The Company continues to take suitable steps to increase its exports. New markets areadded to the list year after year.

Total Foreign Exchange earned and outgo Amount
(Rs. in Lacs)
- Foreign Exchange earned (FOB Value of Exports) 2547
- Foreign Exchange used on import of Raw Materials
Components and Spares Parts Capital goods and services 64