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Mount Shivalik Industries Ltd.

BSE: 507522 Sector: Consumer
NSE: N.A. ISIN Code: INE410C01019
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VOLUME 36
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Buy Price 5.25
Buy Qty 35.00
Sell Price 4.99
Sell Qty 111.00
OPEN 5.25
CLOSE 5.25
VOLUME 36
52-Week high 5.50
52-Week low 2.81
P/E
Mkt Cap.(Rs cr) 3
Buy Price 5.25
Buy Qty 35.00
Sell Price 4.99
Sell Qty 111.00

Mount Shivalik Industries Ltd. (MOUNTSHIVALIK) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting 26thAnnual Report of the Companytogether with Audited Statements of Accounts for the Financial Year/Period ended 31STMarch 2019.

1. FINANCIAL RESULTS.

The Company's financial performance for the financial year/period under review alongwith previous year/period figures is given hereunder:

(Amount in lacs)

Particulars For the Year ended 31.03.2019 (Rs.) For the Year ended 31.03.2018 (Rs.)
Net Sales 434.21 521.66
Add: Other Income 3.92 4.60
Total 438.13 526.26
Less: Total Expenditure 545.70 753.65
Operating Profit/ Loss (107.57) (227.39)
Less: Interest 158.25 792.16
Less Depreciation 211.77 231.57
Profit before exceptional item & tax (477.59) (1251.12)
Less: Exceptional Item - -
Profit/ Loss before tax (477.59) (1251.12)
Less: Provision for taxes - -
Current Tax - -
Deferred Tax -
Earlier Year: Deferred Tax - -
Earlier Year: Income Tax - -
Profit / (Loss) after tax (477.59) (1251.12)

2. DIVIDEND.

In view of accumulated losses of the Company your Directors have not recommended anydividend this year also.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND.

No-Unclaimed/unpaid-Dividendis due for transfer to the Investor Education andProtection Fund established by the Central Government.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS.

Brewery Business

During the year under review the company did not operate the Brewery and the sale ofBeer was nil.

Restaurant Business

The Company's two Restaurants at Amber Fort Jaipur and another at HanwantMahalJodhpur are on leased premises.

During the year under review the Company has continued to appoint Mount Shivalik Hotels& Resorts Pvt Limited as an ‘Operation and Management' (O&M) contractor foroperating and managing the Restaurant business according to the O & Magreement. The O& Magreement was approved by the members of the Company in its meeting held on30.06.2017.

The salient features of this O & M Agreement are:

1) All working capital required will be inducted by the O & M Contractor

2) The Annual Operating Loss if any shall be compensated by O & M Contractor toMSIL

3) The Annual Operating profit if any shall be shared with MSIL – 25% to MSIL.

This agreement is beneficial to the Company as in 2017-18 Rs. 23.36 lakhs had beentaken in income from the Restaurants O & M operator had compensated for loss of Rs.23.36 lakhs and in Financial Year 2018-19 the Company has received Rs. 13.78 lakhs fromO&M Contractor as the part of operating profit.

The Company is constantly making efforts to improve sales and operational efficiency atthe restaurants. Note No. 27 of the financial Statements for the period ended March31st2019 shows the segment reporting of Brewery and Hospitality Business ofthe Company.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT.

The Hon'ble National Company Law Tribunal New Delhi Bench-III New Delhi(‘NCLT') vide an order dated 12th June 2018 has admitted the referencefor initiation of Corporate Insolvency Resolution Process (‘CIRP') in respect ofMount Shivalik Industries Limited (the ‘Company') under Section 7 of the Insolvencyand Bankruptcy Code 2016 (‘IBC').

By the said Order dated 12th June 2018 Ms. Pratibha Khandelwal (IPRegistration No.IBBI/IPA-002/IP-N00031/2016-17/10068) had been appointed as an InterimResolution Professional (‘IRP') and in the First COC meeting dated 12.07.2018 she hasbeen appointed as Resolution Professional under the provisions of IBC.

It is also noted that according to the order passed by the Hon'ble National Company LawTribunal New Delhi Bench – III New Delhi (‘NCLT') dated 12th June2018 a Moratorium has been declared under section 14 of the IBC.

In the COC Meeting dated June 04 2019 COC members has approved the Resolution Plan ofKals Distilleries Pvt Ltd and after the approval the same Resolution Plan has beensubmitted to NCLT Jaipur for the approval and the Approvalof the NCLT is awaited.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure-I"and is attached to this report.

7. RESEARCH AND DEVELOPMENT.

Particulars regarding Research & Development as required under Section 134 (3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in "Annexure-I" and is attached to this report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY.

The development and implementation of a Risk Management Policy after identifying thefollowing elements of risks which in the opinion of the Board may threaten the veryexistence of the Company itself.

• Operational business and market risks.

• Decrease in product prices

• Customer defaults

• Interest rates risk and inventory carrying risk.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Since the Company doesn't fall under the companies required to constitute the CorporateSocial Responsibility Committee as per Section 135 of the Companies Act 2013. Thereforethe Company has not developed and implemented any Policy on Corporate SocialResponsibility as the said provisions are not applicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.

There were no loans guarantees or investments made by the Company as specified underSection 186 of the Companies Act 2013 during the year under review and Particulars ofloans given investments made guarantees given and securities provided along with thepurpose for which the loan or guarantee or security is proposed to be utilized by therecipient are provided in the standalone financial.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All related party transactions are in the ordinary course of business and at arm'slength basis.The details of Related Party transactions of the Company are disclosed in thenote no. 29of financial statement of the Company and in Form AOC 2 as annexed herewithmarked as "Annexure II' to this report.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

i. Statutory Auditors

M/s R. K. RELAN & CO. Chartered Accountants FRN N.002267N the Statutory Auditorsof the Company were appointed as Statutory Auditors for a period of 5 years in the ExtraOrdinary General Meeting held on 07th April 2014 and are eligible forreappointment at ensuing Annual General Meeting of the Company. They have confirmed theireligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

ii. Secretarial Auditor

The Board had appointed M/s. B. Chakraborty & Co. Company Secretaries Firm toconduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report forthe financial year ended March 31st 2019 is annexed herewith marked as"Annexure-III" to this Report.

The observations referred to in the Secretarial Auditors' Report are self-explanatoryexcept the followings:-Observation – Insufficient number of Independent directors inthe Board Composition of the Company.

Managements' Remark – the Management is unable to find suitable person for thedesignation of Independent Directors of the Company due to uncertain financial conditionsof the Company. We need to appoint at least two Independent Directors and a woman directoras per the requirements of Companies Act 2013 and other applicable rules made there under.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES.

The Company has its Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013.

14. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in MGT- 9 pursuant to the provisions of Section 92 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished in"Annexure-IV" and is attached to this Report.

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Five (5) Board Meetings during the financial year under review.

S. No. Date of Meeting Number of Directors Presents
1. 14.05.2018 03
2. 14.08.2018 03
3. 01.09.2018 02
4. 14.11.2018 02
5. 14.02.2019 02

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' Responsibility Statement it is hereby confirmed that:

i. in preparation of the annual accounts for the financial year 2018-19 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

ii. the accounting policies selected and applied are consistent and judgments andestimates made are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at 31st March 2019and of the profit / (loss) ofthe company for year ended on that date;

iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

v. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary Joint Venture or Associate Company.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. DIRECTORS

Shri Rajiv Bali Director who is liable to retire by rotation retires at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.

Shri Kailash Chandra Garg Re-appoint as whole time Director for the period of the OneYear from 01st October 2019 to 30th September 2020 at the ensuingAGM.

Shri Jag Mohan Malhotra has resigned from the office of Independent Director of theCompany w.e.f. 05th June 2019.

Shri Baldev Dutt Bali ceased from the office of Director of the Company due todeathon 12th July 2019.

20. RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. The implementation of risk management policy hasalso been covered in the Management Discussion and Analysis which forms part of thisreport.

Risk evaluation and management is an ongoing process within the Organization. YourCompany has comprehensive risk management policy which is periodically reviewed by theCommittee and Board of the Company.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company do not have Audit Committee due to insufficient number of IndependentDirectors.

22. DISCLOSURE UNDERSEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 AND PROVIDING VIGIL MECHANISM.

The Company has no women employees so the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013 are notattracted on the Company.

23. SHARES

i. LISTING OF SECURITIES OF COMPANY

The Equity Shares of the Company continue to be listed at Bombay Stock Exchange Ltd.(BSE).

ii. DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for allshareholders in terms of the Notification issued by the Securities and Exchange Board ofIndia (SEBI).

Your Company has achieved higher level of dematerialization with87.61%of the totalnumber of Equity Shares being held in the electronic mode with the two depositories.

24. PARTICULARS OF EMPLOYEES

The Company does not have any Key Managerial Personnel or employee receivingremuneration of Rs. 500000/- per month or Rs. 6000000/- per annum and therefore noparticulars are required to be furnished under section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

No remuneration being paid to Directors of the Company during the year under reviewexcept remuneration of Mr. K. C. Garg.

25. CORPORATE GOVERNANCE REPORT.

As listing agreement was replaced with SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 SEBI LODR.

Pursuant to provisions of Regulation 15(2) of SEBI (LODR) 2015 provisions of corporategovernance are not applicable to listed Companies having paid up capital not exceedingRs.10 Crore and net worth not exceeding Rs. 25 Crore as on the last date of the previousyear. As paid up capital and net worth of the Company are not exceeded prescribed limitprovisions of Corporate Governance are not applicable to the Company.

A Certificate of the Board of Directors onNon submission of Corporate GovernanceReportis included in the Annual Report as "Annexure-V".

26. MANAGEMENT DISCUSSION ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34 (2) (e) of SEBIListing Regulations and Schedule V of the SEBI (Listing Obligations & disclosureRequirements) Regulations 2015 with Stock Exchanges is given in"Annexure-VI" forming part of this report.

27. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control to oversee the Company'sfinancial reporting process disclosure of financial information reviewing theperformance of statutory and internal auditors with management adequacy of internal auditfunction and internal control system related party transactions etc. and for thispurpose the Company has an Audit Committee.

Further the Company's Internal Auditors verify the information concerning thereliability of the financial statements as well as the compliance with your Companypolicies to maintain accountability of all its assets and correctness of recordedtransactions.

28. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act 2013 a formal evaluation mustbe made by the Board of its own performance and that of its committees and individualDirectors.

During the year under review The Board could not carry out a formal annual evaluationof its own performance Board Committees and individual Directors pursuant to theprovisions of the Companies Act 2013 and SEBI Listing Regulations due to insufficientnumber of Independent directors.

29. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants various Government Authorities and Stakeholders of the Company for theircontinued support extended to your Company's activities during the year under review. YourDirectors also acknowledges gratefully the shareholders for their support and confidencereposed on your Company.

For and on behalf of
Mount Shivalik Industries Ltd.
(Kailash Chandra Garg) (Sanjiv Bali)
Date: 05th September 2019 Director Director
Place: Jaipur Rajasthan DIN: 00227554 DIN: 00226806

Annexure-I

ENERGY CONSERVATION TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutflow.

Information pursuant to Section 134 (3) of the Companies Act 2013 read with Rule 08of the Companies (Accounts) Rules 2014 for the financial year ended 31st March2019.

a) Conservation of Energy

The manufacturing operations of the Company are conducted in the manner whereby optimumutilization and maximum saving of energy is achieved.

The Company is making use of treated effluents for gardening of the factory campus bydrain system. The Company is using UF & RO technology to recycle treated effluentwater. The Company is using CFL lights in the factory and office premises to reduce theconsumption of electricity. The Company has also initiated number of measures to bringdown the Boiler usage; hence it will help in reducing the energy consumption.

There are several other measures taken by the Company for conservation and optimumutilization of energy which are not quantitative and their impact on cost cannot be statedaccurately.

b) Technology Absorption Research and Development

It has always been endeavor of the Company to adopt latest developments in technologyin order to minimize our environmental impact. Trying various new types of brewing aids toimprove our quality is an ongoing and continuous process.

The Company has its own laboratory at the Brewery Plant wherein regular research anddevelopment activities are carried out for the improvement and maintenance of the qualityof its products. No specific capital expenditure on research and development was incurredduring the financial year.

c) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings

Foreign exchange earning of the Company from exports during the financial year was nil.So far Company has not made any ‘tie-up' for exports of its Brands.

Foreign Exchange Outgo Amount
VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS:
-Purchase of Raw Materials Nil