We have pleasure in presenting 7'" Annual Report along with AuditedFinancial Statements of your Company for the year ended 31st March 2018.
1. FINANCIAL RESULTS
| || || ||( Rs in Lakhs) |
|Particulars ||2017-18 ||2016-17 ||Change in (%) |
|Revenue from Operations ||95517.47 ||71711.19 ||33.20 |
|Profit before interest depreciation &tax ||20743.15 ||15768.45 ||-- |
|Less:-Finance Cost ||292.08 ||118.48 ||-- |
|Profit before depreciation & tax ||20451.07 ||15649.97 ||30.60 |
|Less: - Depreciation and Amortization expenses ||8660.76 ||7375.68 ||-- |
|Profit before Tax ||11790.31 ||8274.29 ||42.49 |
|Less:- Tax Expenses ||1790.62 ||1010.58 ||- |
|Profit after tax ||9999.69 ||7263.71 ||43.12 |
|Add :-Total other Comprehensive Income for the period net of tax ||20.07 ||(35.36) ||- |
|Total Comprehensive Income for the Year ||10019.76 ||7228.35 ||44.10 |
Your Directors have recommended a dividend @ 5 % i.e. Rs 0.50 per equity share of Rs10/- each for the financial year ended 31st March 2018. The dividend payoutshall 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 anew facility and groundbreaking ceremony of the new facility took place in the presence ofHonorable 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 ProductsPrivate Limited and will have access to its outlets pan India. In this association bothcompanies will cross promote their brands and aims to achieve a significant market sharein snacks/biscuits and the beverage industry.
5. INCREASE THE LIMIT OF FOREIGN INSTITUTIONAL INVESTORS (Fils) /FOREIGN PORTFOLIOINVESTORS (FPIs)
During the year the Company has obtained the approval from the shareholders andReserve Bankof India (RBI) in respect of increase in the limit of investment of FII/FPIfrom 24 % to 49 % of paid up capital of the Company.
During the year the Company has not accepted any deposit as contemplated in theCompanies Act 2013 and Rules framed thereunder.
7. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company does not have any Subsidiary Joint Ventures or Associate Company duringthe financial year 2017-2018.
8. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIESPROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year the Company has neither given any Loan nor given guarantee or providedany security nor invested into any securities under section 186 of the Companies Act2013.
9. SHARE CAPITAL
A. Authorized Capital
During the year the Authorized Share Capital of the Company increased to Rs1150000000/- (One Hundred and Fifteen Crores Only) divided into 115000000 (ElevenCrores 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 gotincreased from Rs 572161980 to Rs 1144623960/- on account of;-
i. Issue and allotment of 57216198 Equity Shares of Rs 10 each in the ration of 1 :1as Bonus Shares in compliance with the provisions of Companies Act 2013 and SEBI (Issueof Capital and Disclosure Requirements) Regulation 2009.
ii. Upon exercise of 30000 Employees Stock Options under ESOP - 2014 and subsequentlythe Company has issued and allotted 30000 Equity shares of Rs 10/- each to the eligibleemployees.
These shares have been issued majority in dematform and for which listing and tradingpermission from BSE Limited and National Stock Exchange of India Limited have beenobtained by the Company.
C. Employee Stock Option Purchase
The details as perthe requirement of Rules 12(9) of the Companies (Share Capital andDebentures) Rules 2014 are given below.
|Sr. No. Particulars of ESOP ||No. of Shares/Amt. in Rs |
|1 Options Granted ||100000 |
|2 Options Vested ||100000 |
|3 Options exercised ||100000 |
|4 The total number of shares arising as a result of exercise of option ||100000 |
|5 Options lapsed ||Nil |
|6 The exercise price ||20/- |
|7 Variation of terms of options ||Nil |
|8 Money realized by exercise of options ||2000000/- |
|9 Total number of options in force ||Nil |
|10 Employee-wise details of options granted to || |
|(i) Key Managerial Personnel || |
|- Mr. Paresh Thakkar* ||2600 |
|- Mr. Bhavesh Jingar ||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 ||80000 |
|(Hi) Identified employees who were granted option during anyone year equal toorexceeding 1% of the issued capital (excluding outstanding warrants and conversion) of the Company at the time of grant. ||Nil |
*During the year additional 600 options are allotted to Mr. Paresh Thakkar ChiefFinancial Officerofthe Company out of cancelled options.
10. BOARD MEETINGS
During the year 06 (Six) Board Meetings were convened and held. The details ofmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.
Your Company has in place the committees as mandated under the provisions of theCompanies 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 inthe Corporate Governance Report which forms part of this Report.
All Independent Directors have given their declarations confirming that they meet withthe 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 theMemorandum and Articles of Association of the Company Mr. Abhishek Singh Whole TimeDirector of the Company retires by rotation and is eligible for re-appointment. Howeverhis tenure as Whole Time Director shall continue without any break.
The Nomination and Remuneration Committee of the Board constituted under Section 178 ofthe Companies Act 2013 has been made responsible for carrying out evaluation of everyDirector's performance. The Board has evaluated its own performances and all individualDirectors (i.e. both Independent and Non Independent) considering attendance contributionat the meetings and otherwise adherence of Code of Conduct and Business ethicsmonitoring of regulatory compliances etc. All the Directors of the Company are found to bepersons of having sound knowledge and vast experience in their respective areas and theirassociation 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 yourdirectors report that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgement and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall 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 policyis to ensure sustainable business growth with stability and to promote a pro-activeapproach in reporting evaluating and resolving risks associated with the business. TheCompany has also constituted Risk Management Committee to review risk. Under this risksare identified across all business processes of the Company on annual basis. Onceidentified these risks are systematically categorized as strategic risks business risksor reporting risks and the same is intimated to the concerned department for mitigatingthe risk.
14. SIGNIFICANT AND MATERIAL ORDERIMPACTINGTHE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE
No Significant and Material order was passed by any authority during the year underreview 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 forensuring the orderly conduct of its business including adherence to the Company'spolicies the safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records with reference to the FinancialStatements.
We confirm that during the financial year the Company has complied with theapplicable Secretarial Standards i.e. SS-1 & SS -2 issued by Institute of CompanySecretaries of India.
17. REPORT ON CORPORATE GOVERNANCE
The Company has complied with the compliance of Corporate Governance as requiredunderthe Companies Act 2013 and as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on Corporate Governance as "Annexure-1".
18. BUSINESS RESPONSIBILITY REPORT
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatesinclusion of the Business Responsibility Report (BRR) as part of the Annual Reportfortop500 Listed companies based on market capitalization. Your Company being a part of top500Listed Companies based on Market Capitalization is subject to the Business ResponsibilityReport (BRR) and the same is attached as "Annexure -2" and forming partof this report.
19. DIVIDEND DISTRIBUTION POLICY
The Company is in compliance with Regulation 43 (A) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and has adopted the Dividend DistributionPolicy. The same has been uploaded on the Company's Website and available at the link http://manpasand.co.in/wp-content/uploads/IR/Dividend-Distribution-Policv.pdfand 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 theSection 178 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the said policy is uploaded on the Company websiteat the link http://manpasand.co.in/wp-content/uploads/IR/Nomination-and-Remuneration-Policv.pdfand the same is attached as "Annexure - 4" to this report.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of CSR initiatives the Company has undertaken CSR Projects and Programs incompliance with Section 135 of the Companies Act 2013 and related rules made thereunderthe CSR Activities Report is attached as "Annexure - 5". The policy ofCSR 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 hasframed policy for CSR activities. Following are content of the CSR Policy;
1. Eradicating hungerand poverty and malnutrition promoting health care and sanitationand making available safe drinking water;
2. Promotion of education including special education and employment and employmentenhancing vocation skills among children women elderly and the differently abled andlivelihood enhancement projects;
3. Promoting gender equality and empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;
4. Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agro forestry conservation of natural resources and maintainingquality of soil air and water;
5. Protection of national heritage art and culture including restoration of buildingand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts;
6. Measuresfor the benefits of armed forces veterans war widows and theirdependents
7. Training to promote rural sports nationally recognised sports Paralympics sportsand Olympic sports.
8. Contribution to the Prime Minister's national Relief Fund orany otherfund setup bythe Central Governmentfor Social-economic development and relief and welfare of theScheduled Caste the Schedules Tribes other backward classes Minorities and women.
9. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government.
10. Rural development projects
11. Such other activities programmes acts donations projects etc. as per thedirection of CSR Committee and as per the Schedule VII of the Companies Act 2013 amendedfrom time to time.
22. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in the prescribed format i.e. Form MGT-9 pursuant to theprovisions of Section 92 of the Companies Act 2013 read with its Rules 12 of theCompanies (Management and Administration) Rules 2014 is appended as "Annexure -6".
Disclosure under Section 197 (12) and Rules 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014.
The information required to be disclosed in the Boards' Report pursuant to Section 197of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are set out as "Annexure -7" to thisreport.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO
Information in respect of conservation of energy technology absorption and foreignexchange 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 Section188 (1) of the Companies Act 2013 in prescribed Form AOC - 2 is attached as "Annexure-9".
During the current year M/s. Deloitte Haskins & Sells Chartered AccountantsVadodara Statutory Auditor of the Company had tendered their resignation on May 262018with 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 theCompany. Hence the Board atthe recommendation of Audit Committee appointed M/s. MehraGoel & Co. Chartered Accountants New Delhi (FRN 000517N) as Statutory Auditors ofthe Company subject to the approval of the Shareholders. The Company accordingly hassought approval of shareholders on July 6 2018 through Postal Ballot and gotthe approval.
They have confirmed their eligibility under Section 139 of the Companies Act 2013 andthe Rules framed thereunder as Statutory Auditors of the Company.
There is no qualification or adverse remarks or disclaimers made by the auditors intheir report on the financial statement of the Company for the financial year ended on 31aMarch 2018.
B. INTERNAL AUDITORS
The Board of the Company has re-appointed M/s. Sharp & Tannan Associates CharteredAccountant Vadodara as Internal Auditors of the Company fortheF.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 Directorshad appointed Mr. Niraj Trivedi Practicing Company Secretaries Vadodara to undertake theSecretarial Audit of your Company for the financial year 2017-18. Mr. Niraj TrivediPracticing Company Secretary has submitted the Secretarial Audit Report dated June 272018 confirming compliance with the applicable provisions of the Companies Act 2013 andother 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 Companyoccurred between the end of the financial yearto which this financial statement relate anduptothe date of this report.
28. REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
In terms of Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 we report that during 2017-18 no complaint has beenreceived under the said Act.
We thank our customers vendors investors bankers dealers and other businesspartners for their continued support during the year. We also place on record ourappreciation of the contribution made by our employees at all levels. Our growth was madepossible by their hard work cooperation and support.
We also thank the various Central and State Government Departments Organizations andagencies 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 ||Dhirendra Singh |
|Date:- June 272018 ||Chairman & Managing Director |
| ||(DIN:-00626056) |