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Mohan Meakin Ltd.

BSE: 590039 Sector: Consumer
NSE: N.A. ISIN Code: INE136D01018
BSE 05:30 | 01 Jan Mohan Meakin Ltd
NSE 05:30 | 01 Jan Mohan Meakin Ltd

Mohan Meakin Ltd. (MOHANMEAKIN) - Director Report

Company director report

TO THE MEMBERS :

The Directors present their 84th Annual Report on the business andoperations of the Company with the Audited Financial Statements for the financial yearended 31st March 2018 together with the report of Auditors M/s. Haribhakti& Co. LLP

FINANCIAL HIGHLIGHTS (STANDALONE) :-

Year ended 31-03-2018 Year ended 31-03-2017
(Amt. in lacs) (Amt. in lacs)
Rs. Rs.
Income from Operations 65576.93 58097.24
Other Income 459.00 449.76
Total Income 66035.93 58547.00
Profit before Depreciation
Finance Cost and Taxation 2312.27 1877.40
Less : Depreciation 254.56 286.07
Profit before Finance Cost and Taxation 2057.71 1591.33
Less: Finance Cost 665.29 914.63
Profit before exceptional items and tax 1392.42 676.70
Exceptional items 815.44 -
Profit before tax 2207.86 676.70
Less: Provision for Taxation
- Current Tax 474.68 168.00
- Deferred Tax (including MAT Credit) 179.34 30.11
Profit After tax 1553.84 478.59
Add : Other Comprehensive Income/(Loss) 35.86 (11.01)
Total comprehensive income for the year 1589.70 467.58
Add: Balance Retained earnings of earlier years 3677.06 3209.48
Add : Transfer from other reserves - -
Retained earnings available for appropriation 5266.76 3677.06
Less : Dividend paid on Equity Shares - -
Less: Income Tax on Dividend paid - -
Retained earnings carried forward 5266.76 3677.06

RESULTS:

The total net revenue after adjusting excise duty from operations and other income ofthe Company registered an increase from Rs. 58547 lacs last year to Rs. 66035.93 lacs.The profit during the year amounting to Rs.1392.42 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 capital expenditure for working capital such as replacement of old plant andmachinery and improving Brewing and Distillation technology and growth requirement of thebusiness the Directors could not recommend dividend for the year ended 31.03.2018.

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.

INDEPENDENT DIRECTORS:

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.

RE-APPOINTMENT OF MANAGING DIRECTOR:

The term of re-appointment of Managing Director Shri Hemant Mohan will expire on12.08.2019. Keeping his long experience in the liquor industry and his contributionstowards the progress of the Company the Nomination & remuneration Committee and theBoard of Directors have recommended his re-appointment for a further period of three yearsw.e.f. 13.08.2019 on the remuneration package as approved by the Nomination &Remuneration Committee and the proposal for his re-appointment is being placed in theforthcoming Annual General Meeting of the Company for its approval.

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.

The Performance evaluation of each individual Director the Board and Committees wascarried out through deliberations. The said performance evaluation was done based on theparameters stated in the templates designed under the aforesaid Framework and after takinginto consideration the guidance note issued by the Securities and exchange Board of Indiaon January 5 2017.

INDEPENDENT DIRECTORS' MEETING:

One Meeting of the Independent Directors was held on 30th May 2018 withoutthe presence of the Executive Directors or management personnel. At the IndependentDirectors Meeting held on 30th May 2018 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 were present at the aforesaidMeeting.

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:

The Shareholders of the Company at the 83rd Annual General Meeting of theCompany held on 29th September 2017 had appointed M/s. Haribhakti & Co. LLPChartered Accountants New Delhi (Firm Regn. No.103523W/ W100048) as Statutory Auditors ofthe Company for a term of one year holding office from the conclusion of 83rd AnnualGeneral Meeting until the conclusion of 84th Annual General Meeting of theCompany to be held in the calendar year 2018. Accordingly the Board of Directors basedon the recommendation of Audit Committee and subject to the approval of the Shareholdersat the ensuing 84th Annual General Meeting of the Company has proposed toreappoint M/s. Haribhakti & Co. LLP Chartered Accountants New Delhi (firm Regn.No.103523W/W100048) as Statutory Auditors of the Company from the conclusion of 84thAnnual General Meeting till the conclusion of 85th Annual General Meeting to beheld in the Calendar year 2019 to conduct the audit of accounts of the Company at aremuneration of Rs.34 lacs + applicable taxes + out of pocket expenses as may be incurredby them during the course of the Audit. The Company has received a written consent and aCertificate from M/s. Haribhakti & Co. LLP Chartered

Accountants to the effect that their re-appointment if made would be in accordancewith the provisions of Section 139 and that they satisfy the criteria provided in Section141 of the Companies Act 2013 read with Rules framed thereunder.

BRANCH AUDITOR:

M/s Saxena & Saxena Chartered Accountants New Delhi (having RegistrationNo.006103N) be and are hereby reappointed as Branch Auditor of the accounts of theCompany's Lucknow Branch to hold office from the conclusion of 84th AnnualGeneral Meeting (AGM) till the conclusion of the 85th Annual General Meeting ofthe Company to be held in the year 2019 at a remuneration of Rs.40000/- (Forty thousandonly) plus applicable taxes + out of pocket expenses as may be incurred by them during thecourse of the Audit.

Accordingly the Board of Directors based on recommendation of the Audit Committee andsubject to the approval of the Shareholders at the ensuing 84th Annual GeneralMeeting has proposed to re-appointment of M/s. Saxena & Saxena Chartered AccountantsNew Delhi (firm Regn.No.006103N) as Branch Auditor of the Company for audit of accounts ofCompany's Lucknow Branch for a term of one year from the conclusion of 84thAnnual General Meeting till the conclusion of 85th AGM to be held in theCalendar year 2019.

The Company has also received a written consent and a certificate from M/s. Saxena& Saxena Chartered Accountants to the effect that their appointment if made would bein accordance with the provisions of Section 139 and that they satisfy the criteriaprovided in section 141 of the Companies Act 2013 read with Rules framed thereunder. TheNotes of the financial statements referred to in the Auditors' Report issued by M/s.Haribhakti & Co. LLP Chartered Accountants for the financial year ended 31st March2018 are self explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark.

SECRETARIAL AUDIT:

Shri Ashutosh Kumar Pandey Prop. M/s. AKP & Associates as Practising CompanySecretary was appointed to conduct the Secretarial Audit for the financial year 2017-18 asrequired under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for the financial year 2017-18 forms part of the Annual Report asAnnexure-1 to the Board's Report.

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

The Board has appointed Shri Ashutosh Kumar Pandey Prop. M/s. AKP & AssociatesPractising Company Secretary to carry out the Secretarial Audit of the Company for thefinancial year 2018-19.

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 ofDirectors is given in Resolution at the Meeting of the Board. The Company has entered intoAgreements/ Arrangements/Contracts with related parties and the Board has thoroughlyexamined that these Agreements/Contracts are in ordinary course of business and on arm'slength basis however the Board thinks it fit to place all theAgreements/Arrangements/Contracts where the Directors are interested being common Directoror otherwise with these related parties 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 Ordinary Resolution as prescribed under the Companies Act 2013 and Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The partieswith whom the Company has entered into Agreements/Arrangements/Contracts for a term of oneyear from 1.4.2018 to 31.3.2019 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. " 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 ultimately wouldaffect its profitability. It is economically unviable for the Company to dispatch itsgoods to these stations from its own manufacturing centers which are based in the North.With these arrangements the Company is getting handsome amount by way of Royalty/Commission every year.

The Board and Audit Committee are of the view that these are in the ordinary course ofbusiness and are at arm's length and these Agreements/Arrangements/Contracts shouldcontinue. The transactions are of repetitive nature. Relative party disclosure asstipulated in Schedule V-A(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable.

Disclosure of particulars in the prescribed Form of Contracts/Arrangement entered intoby the Company with related parties referred to in Section 188(2) oftheCompanies Act 2013is annexed as per Annexure-III. All related party transactions are placed on a quarterlybasis before the Audit Committee for approval and before the Board for consideration andnoting .

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

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 has already beendeposited 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 the provisions of Sections 124 and 125 of the Companies Act 2013amounts remaining unpaid or unclaimed for a period of seven years have already beentransferred by the Company to the Investor Education and Protection Fund and as suchthere is no amount now lying in the Books of Accounts of the Company.

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 in any financial year at least 2% of the average net profits of the Company's threeimmediately preceding financial years towards Corporate Social Responsibility activities.The Company constituted the Corporate Social Responsibility Committee comprising of 3Independent Directors as required under Section 135 of the Companies Act 2013.

On the basis of the above criteria the Company had a sum of Rs.11 lacs for spending onCorporate Social Responsibility activities for the year 2017-18.

The Annual Report on CSR activities in the prescribed Format is at ‘ Annexure-VIIto this Report.

BUSINESS RESPONSIBILITY REPORT:

Regulation 34 (2)(f) of the Securities & Exchange Board of India (ListingObligations and disclosures Requirements) Regulations 2015 mandated inclusion of theBusiness Responsibility Report (BRR) as part of the Annual Report for listed entities.However as the Company does not fall under the ambit of said Regulation of SEBI theBusiness Responsibility Report is not required ; hence not being placed.

INSURANCE:

All the insurable instrument of the Company including Building Machinery and otherassets etc. is adequately insured.

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.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

Your Company has zero tolerance for sexual harassment at its workplace and has adopteda policy on Prevention Prohibition and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (Prevention andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace.

During the year under report the Company has not received any complaints from anyWomen employee.

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 2017-2018 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 the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any

b. that such accounting policies as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2018 and of the profit of theCompany to the year ended on that date.

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively as defined and approved under theAct.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

CORPORATE GOVERNANCE & MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Corporate Governance & Management's Discussion and Analysis Reports for the yearunder review as stipulated under Schedule V-C (Regulation 34(3) and 53(f) of the SEBI(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.

BY ORDER OF THE BOARD OF DIRECTORS
(L.K. MALHOTRA)
CHAIRMAN.
Mohan Nagar – 14th August 2018.
(Ghaziabad) U.P.

Annexure II

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries orassociate companies or joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

1. Sl.No. N.A
2. Name of the subsidiary N.A.
3. The date since when subsidiary was acquired N.A.
4. Reporting period for the subsidiary concerned if different from the holding company's reporting period. N.A.
5. Reporting currency and Exchange rates on the last date of the relevant Financial year in the case of foreign subsidiaries. N.A.
6. Share capital N.A.
7. Reserves and surplus N.A.
8. Total assets N.A.
9. Total Liabilities N.A.
10. Investments N.A.
11. Turnover N.A.
12. Profit before taxation N.A.
13. Provision for taxation N.A.
14. Profit after taxation N.A.
15. Proposed Dividend N.A.
16. Extent of shareholding (in percentage) N.A.
Notes:-The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations N.A.
2. Names of subsidiaries which have been liquidated or sold during the year. N.A.

Part B Associates and Joint Ventures

Statement pursuant to Section129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates or Joint Ventures National Cereals Products Ltd Mohan Closure Ltd.
1 Latest audited Balance Sheet Date 31.03.2018 31.03.2018
2. Date on which the Associate or Joint Venture was associated or acquired 31.01.1967 21.11.1988
3. Shares of Associate or Joint Ventures held by the company on the year end
No. of Shares 366408 30000
Extent of Holdings (%) 27.87% 25%
4 Description of how there is significant influence Holding above 20% of Equity Share Capital Holding above 20% of Equity Share Capital
5. Reason why associates is not consolidated Both the Companies i.e. National Cereals Products Ltd and Mohan Closure Ltd being separate entities no consolidation can be done Both the Companies i.e. NCP Ltd and Mohan Closure Ltd being separate entities no consolidation can be done
6. Net worthy attributable to shareholding as per latest audited Balance Sheet 212.55 7.00
7. Profit/(Loss) for the year
(i) Considered in consolidation (Rs. in Lacs) (18.15) (2.96)
(ii) Not Considered in Consolidation N.A. N.A.

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

Annexure - III

FORM NO. AOC – 2 for disclosure of particulars of contracts/arrangementsentered into by the Company with related parties referred to in sub-section (1) of Section188 of the Companies Act 2013 including certain arms length transactions under thirdproviso thereto.

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

1. Details of contracts or arrangements or transactions not at arm's length basis :
(a) Name(s) of the related party and nature of Relationship.
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions No contracts or arrangements or Transactions have been entered into which were not at arm's Length basis for the year 2018-19.
(d) Salient terms of the contracts or arrangements or Transactions including the value if any
(e) Justification for entering into such contracts or Arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances if any ;
(h) Date on which the special resolution was passed in general Meeting as required under first proviso to Section 188.
2. Details of material contracts or arrangement or transactions at arm's length basis.
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions Details given below
(d) Salient terms of the contracts or arrangements or Transactions including the value if any ;
(e) Date(s) of approval by the Board if any ;
(f) Amount paid as advances if any :

Form No. AOC-2

The details of material contracts or arrangement or transactions at arm's length basisfor the year ended March 31 2019 are as follows:

Name of Related party and Nature of Relationship The nature duration of the Contract and particulars of the contract or arrangement Salient terms of the Contract or arrangements including the value if any Any advance paid or received for the Contractor arrangement if any Date of approval by the Board
1.Mohan Breweries & Distilleries Ltd. Chennai. 1. Manufacturing Agreement (Beer) MML has received Rs.68 lacs as security for due performance of the Agents 30-05-2018
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. 01.04.2018 to 31.03.2019 for the States of Tamil Nadu Kerala Karnataka Telangana and U.T. of Pondichery & Andaman. Royalty on Beer for various MML's brands.
2. Manufacturing Agreement (IMFL)
(i) The Company has entered into royalty agreement with MBDL Chennai for IMFL w.e.f. 01.04.2018 to 31.03.2019 for the States of Tamilnadu and U.T. of Andaman. Royalty on IMFL for various MML's brands. NIL 30-05-2018
(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 1.4.2018 to 31.3.2019. 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 Commission basis. NIL 30-05-2018
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. 01.04.2018 to 31.03.2019. Royalty based on Production/Sale. NIL 30-05-2018
2. Mohan Rocky Spring Water Breweries Ltd. (1) Manufacturing Agreement
The Company has four common Directors i.e. Mr. M. Nandagopal Mr. Vinay Mohan Mr. L.K. Malhotra and Yash Kumar Sehgal. (i) MML purchases finished goods from MRSB for sale in State of Maharashtra. This arrangement is for the period 2018-19. The transactions will be held on standard business terms.
(ii) Sale of Spirit FM Caramel and Empty Glass bottles of/for MML's brands The Company will sell spirit FM Caramel of/for MML's brands as per the standard terms with all bottlers.
(iii) Expenses recovered by/from MRSB by/from MML towards salary etc. for staff on deputation. MML will debit the cost of staff deputed at MRSB for technical supervision. NIL
(iv) Royalty income to MML
3. National Cereals Products Ltd. (1) Lease Agreement for the period from 1.4.2018 to 31.3.2019. On usual commercial basis. NIL 30-05-2018
NCPL is an 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 provides space in its Building for office use and provide electricity water etc. on actual basis.
4. Mohan Zupack Ltd. (1) Purchase Agreement for the period from 1.4.2018 to 31.3.2019. Purchase will be made on standard terms. NIL 30-05-2018
Mrs. Usha Mohan (Mother of the Managing Director) and Shri Vinay Mohan is Common Director. MML purchases empty cartons from Mohan 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 1.4.2018 to 31.3.2019. All arrangements/contracts will be held on standard terms. NIL 30-05-2018
(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) Lease Agreement for the period from 1.4.2018 to 31.3.2019.
(i) Rent Rent recovered for factory premises.
(2) Mr. Vinay Mohan is a common Director (ii) Recoveries against Electricity Water Transportation charges Recoveries against Electricity Water and transportation charges. NIL
6. Trade Links Pvt. Limited (1) Usership Agreement from 1.4.2018 to 31.3.2019.
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 1.4.2018 to 31.03.2019. Royalty income IMFL Rs.42 lacs 30-05-2018
(2) Authorised Selling Agency Agreement effective from 1.4.2018 to 31.3.2019. Food Products – Rs.4.40 lacs
Total Security – Rs.46.40 lacs
(i) MML during the normal course of its business shall sell IMFL Beer Corn Flakes and Juices to TLPL. Sale of IMFL Beer Cornflakes & Juices. NIL
(ii) MML shall pay commission on sale of its products & Depot operation charges as per the Agency Agreement upto 31.03.2019. Commission will be paid on sale of its Directors.
Depot operation charges will be paid. MML is reimbursing Salary TA/DA etc. of TLPL's Staff on deputation at MML :
7. John Oakey & Mohan Limited (1) Lease Agreement
Mrs. Usha Mohan (mother of the Managing Director) and Shri Vinay Mohan is common Director in JOML. (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
(ii) MML is getting rent for the use of premises by JOML under the rent agreement from 01.04.2018 to 31.03.2019. Rent as per the terms of the agreement. 30-05-2018

ANNEXURE-IV TO THE BOARD'S REPORT

FOR THE YEAR ENDED 31ST MARCH 2018:

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's remunerationfor the financial year :

Name Designation Ratio
Shri Hemant Mohan Managing Director 5.74%
Shri R.C. Jain Director Finance-cum-CFO 0.79%
" Vinay Mohan Non-Executive Non-Independent -
Smt. Shalini Mohan Non-Executive Non-Independent -
Shri L.K. Malhotra Non-Executive Independent -
" M.Nandagopal Non-Executive Independent -
" Yash Kumar Sehgal Non-Executive Independent -
" N. Murugan 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 29thSeptember 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 year2017-18.

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

Managing Director (Remuneration as approved by the Shareholders). No increase during the financial year
2017-18.
Director Finance-cum CFO 36.95 %
Company Secretary 70.00%
Directors NIL

3. The average percentage increase in the median remuneration of employees in thefinancial year :

The average percentage increase in the median remuneration of employees in thefinancial year was around 7.39%.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 31stMarch2018 are 693.

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 such otherfactors as briefly described in the Policy for Remuneration of Key Managerial Personneland 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 7.37% of theprofit after tax (PAT) for the Financial Year 2017-18.

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 as perShare Transfer Register is Rs.35/-. The shares were not being frequently traded atCalcutta 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 5.59
Director Finance-cum-CFO 0.77
Company Secretary 1.01

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 to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring 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 year2017-2018 are listed below:

a) The Company has installed Screw Compressor in Break Fast Food Unit for Uflex machineand for Boiler which will save electrical energy.

b) Two No. of old inefficient pump with motor have been replaced in water treatmentplant which will save electrical energy and it will help in improving efficiency.

c) The Company has replaced its all CFL and old tube lights with LED lights which willresults in saving of electrical energy.

d) The Company is further upgrading its systems both in Brewery and Distillery unitwhich will substantial result in saving of energy cost.

e) The Company has installed new steam pipe line in Distillery Breakfast and FruitProduct Unit which will save steam energy.

Energy conservation measures taken above have resulted in saving in energy consumption.

ii) To harness solar energy for various applications is under study and will beincorporated soon i.e. street lights and Hot water for process.

As against vibratory screener trials are on to reduce electrical load by incorporatingmagnetic vibrators.

iii) The Company has invested on Screw Compressor Insulation and replacement of oldpump and motors.

iv) Additional Uni tanks will be procured to save refrigeration energy.

B. Technology absorption

i) The efforts made towards technology absorption

a) Efforts have been made towards scaling of the process for commercial scaleproduction.

b) The Company have already procured Uni Tanks and further in the process of procuringthe additional Uni Tanks which have already saved substantial refrigeration energy andfurther help in future in saving refrigeration energy.

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

By implementing aforesaid steps by the company during the financial year 2017-2018there is/would be reduction in cost of production and better quality 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 where absorption has not taken place and the reasonthereof The above mentioned points (a) to (d) in Para (iii) are not applicable since thecompany has not imported any technology during the last three financial years reckonedfrom 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) 2360.86
- Foreign Exchange used on import of Raw Materials Components and Spares Parts Capital goods and services 139