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Manpasand Beverages

BSE: 539207|NSE: MANPASAND|ISIN: INE122R01018|SECTOR: Food Processing
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Mar 17
Notes to Accounts Year End : Mar '18

Contingent liability judgement:

Note - 1 describes claims against the Company not acknowledged as debt. The Company evaluates each claim on its own or with the help of legal consultant and determines in case any provision is required or disclosure required as part of Contingent liabilities. In cases which includes certain penalties and charges payable to Government agency although as per the contracts, the Management, based on past experience, believes that the penalties and charges are negotiable and not certain and accordingly it is not considered as an obligation as at balance-sheet date and disclosed as contingent liabilities.

Notes:

2. Freehold land at Bengaluru amounting to Rs. 235.32 lakhs is held in the name of ex-director on behalf of the Company being agricultural land. Necessary steps are being taken for obtaining the permission to use the same for industrial purpose and thereafter transferring the said land in the name of the Company.

3. The company has reclassified from Non-Current Asset to Property Plant and Equipment a leasehold land having Gross Block of Rs. 1177.92 as perapplicablelndAS

4. The company has transferred one Plant & Machinery from Property Plant and Equipment to Capital Work in Progress having Net Block of Rs.63.83Lacs.

5. There is rectification in opening balance of gross block and accumulated depreciation and having no impact on opening net block of Property, Plant & Equipments. This is in line of applicable Ind As.

Note (i): The interest on debentures are market linked and payable at maturity. If Nifty Performance>=-75% (Assuming entry level of 8000, final Nifty level is above 2000), then coupon will be 36.5770% and Maturity value will be Rs. 13,65,770/- per debenture and If Nifty Performance<-75% (Assuming entry level of 8000, final Nifty level is below 2000) then coupon will be 0% and Maturity Value will beRs.. 10,00,000/- per debenture. The counter parties have PP-MLD[ICRA]AA- credit rating. The debenture will mature on 27.02.2020

Note (ii): The interest on debentures are market linked and payable at maturity. If Nifty Performance>=-75% (Assuming entry level of 8000, final Nifty level is above 2000), then coupon will be 36.5770% and Maturity value will be Rs. 13,65,770/- per debenture and If Nifty Performance<-75% (Assuming entry level of 8000, final Nifty level is below 2000) then coupon will be 0% and Maturity Value will be Rs. 10,00,000/- perdebenture. The counter parties have PP-MLD[ICRA]AA- credit rating. The debenture will mature on 06.02.2020

Note (iii): The interest on debentures are market linked and payable at maturity. Coupon rate is based on the performance of portfolio of listed PSU bank. The counterparty have CARE PP-MLD AA credit rating. The debenture will mature on 20.11.2020.

Notes:

(i) The QIP Committee of the Board of Directors of the Company at its meeting held on October 3, 2016 approved the allotment of 7,092,198 Equity Shares of face value of Rs. 10/- each to Qualified Institutional Buyers (QIBs) atthe issue price of Rs. 705.00 per Equity Shares (including a premium of Rs.695.00) aggregating toRs. 50,000 Lakhs in accordance with the Provisions of Chapter VIII of SEBI (ICDR) Regulations, 2009.

(ii) Share Options granted underthe Company''s Employee Share Option Plan

At March 31, 2018, there are no issued orvested options outstanding. AtMarch 31, 2017, executives and senioremployees held options of 30,000 equity shares of the company which have been vested and exercised during the year 2017-18. (Refer Note no. 36)

(iii) The Bonus issue in the proportion of 1:1 i.e. 1 (One) bonus equity share of Rs. 10/- each for every 1 (One) fully paid-up equity share held has been approved by the share holders of the Company on September 20,2017 through postal ballot/ e-voting. Forthis purpose, September 28,2017, had been fixed as the record date. Consequently, on September 29, 2017, the Company alloted 5,72,16,198 equity share of Rs. 10/- each fully paid up, to the shareholders of the Company as at the record date by transferring equivalent amount from Securities Premium Account to Share Capital.

6. SEGMENT REPORTING

The Company is in the business of Fruit Drinks and has only one reportable operating segment as per Ind AS 108 - Operating Segments. The same is consistent with the information provided to and reviewed by chief operating decision maker.

7. FINANCIAL INSTRUMENTS 34.1. Capital Management

The Company manages its capital to ensure that it will be able to continue as a Going Concern while maximising the return to stakeholders. The Company has minimum dependence on external debt and operates mainly through internal accruals and equity funding. The Company is not subjectto any externally imposed capital requirements.

8. Financial Risk Management objectives

The management of the Company monitors and manages the financial risks relating to the operations of the Company on acontinuous basis. These risks include market risk (including currency risk, interest rate riskand other price risk), credit riskand liquidity risk.

Compliance with policies and exposure limits is reviewed internally on a continuous basis. The Company does not enter into any trade financial instruments, including derivative financial instruments and relies on natural hedge.

9. Market Risk

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has a very limited exposure to foreign currency riskand thereby it has not hedged its foreign currency trade payables.

10. Foreign currency risk management

The functional currency of the company is Indian Rupees.

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise.

Foreign Currency Sensitivity Analysis

The Company is exposed to US Dollar

The following table details the Company''s sensitivity to a 5% increase and decrease in the Rupee against USD. 5% is a sensitivity rate used when reporting foreign currency internally to the key management personnel and represents management''s assessment of the reasonably possible changes in the foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation atthe period end fora 5% change in the foreign currency rates. A positive number below indicates an increase in profit or equity where the Rupee strengthens 5% against the relevantcurrency. Fora5% weakening of the Rupee against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

11. Interest rate risk management

Interest rate risk can be eitherfair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the riskthat the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

The Company is not exposed to interest rate risk because the Company generally borrows funds affixed interest rates and invests in deposits with bank carrying fixed interest rate.

12. Credit risk management

Credit risk refers to the riskthat the counter party will default on its contractual obligations resulting in financial loss to the Company. The Company is operating through network of channel partners and depots based at different locations. Credit arises primarily from financial assets such as trade receivable, investment in mutual fund, overbalances with bankand other receivables.

Regular monitoring of the receivables is undertaken by the Marketing Department. In case of new customers, the goods are generally supplied against advance receipts. The marketing department of the Company regularly discusses the credit risks, measures taken to address them and the status and level of riskafterthe measures taken. In case the receivables are not recovered even after regularfollow up, the same is brought to the attention of the senior management and measures are taken to stop further supplies to the concerned party.

Credit risk arising from investment in mutual fund and other balance with bank is limited and there is no collateral held against these because the counterparties are bankand recognised financial institutions with high credit ratings

13. Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages its funds mainly from internal accruals. The liquidity risk is managed by maintaining adequate fixed deposits, investment in mutual funds and banking facilities and by matching the maturity profiles of financial assets and liabilities.

Exposure to Liquidity risk

The following tables detail the Company''s remaining contractual maturity for its non derivative financial liabilities with agreed repayment periods. The ables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The Company had filed a Draft Red Herring Prospectus (DRHP) in November 2014 and Prospectus in June 2015 with one of the objects of utilising the proceeds of the Initial Public Offer (IPO) forthe repayment/prepayment of its debt. Thus, as at April 1, 2015, the contractual maturity of the non derivative financial liabilities is considered to be less than six months although the Company was under no obligation to make the entire paymentwithin such period.

14. EMPLOYEE STOCK OPTION SCHEME

The Company initiated the “Employee Stock Option Scheme 2014” for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Annual General Meeting held on 14'' August, 2014. The Scheme covers all directors and employees (except promoters or those belonging to the promoter’s group, independent directors and directors who either by himself or through his relatives or through any body corporate, directly orindirectly holds more than 10% of the outstanding Shares of the Company).

Underthe Scheme, the Compensation Committee of the Board, (the “ESOP Committee”), administers the Scheme and grants stock options to eligible directors or employees of the Company. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 100,000 options and aggregate 2% of the issued capital as on 14'' August, 2014. The vesting period extends up to thirty six months from the date of the grant of option. The Committee decided the exercise price ofRs. 20 per equity share ofRs. 10 each as per clause 8.1 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as replaced by Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.

At March 31,2018, there are no issued or vested options outstanding. At March 31, 2017, executives and senior employees held options of 30,000 equity shares of the company which have been vested and exercised during the year 2017-18.

Share options outstanding at the end of the year

The share options outstanding atthe end of the year had a weighted average exercise price of Rs. 20 (as at March 31, 2016: Rs. 20), and a weighted average remaining contractual life of 185 days (as at March 31,2016:317 days)

15. EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Provident fund is managed through government administered fund. The Company recognised Rs. 201.18 Lakh (Previous YearRs. 126.73 Lakh) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the scheme.

Defined Benefit Plans

The Company offers the employee benefit scheme of gratuity to its employees as per Gratuity Act, 1972.

These plans typically expose the Company to various risks such as: actuarial risk, investment risk, liquidity risk, market riskand legislative risk.

16. OPERATING LEASE ARRANGEMENTS AND FINANCE LEASE ARRANGEMENTS

(a) Assets given on Operating lease

The Company does not have any assets given on operating lease during the reporting period.

(b) Assets taken on Operating lease

The Company has leasing arrangements in respect of operating leases for premises viz. office, godowns, etc. These leasing arrangements which are cancellable (other than those specified below), range between eleven months to five years and are usually renewable by mutual consent on mutually agreeable terms.

The Company has taken certain land on operating lease which are non-cancellable. The lease rentals are payable by the Company on an annual basis. The aggregate lease rentals payable are charged as rent in the statement of profit and loss.

17. Post the applicability of Goods and Service Tax (GST) with effect from July 01, 2017, revenue from operations is disclosed net of GST. Accordingly, the revenue from operations and other expenses for the yearended on 31st March, 2018 are not comparable with the previous periods presented.

18. EVENTS AFTER THE REPORTING PERIOD

The Board of Directors have recommended dividend of Rs.0.50 perfully paid up equity share of Rs.10/- each, aggregating Rs.688.78 Lakhs, including Rs. 116.47 Lakhs dividend distribution tax for the financial year 2017-18, which is based on relevant share capital as on 31st March, 2018. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date/bookclosure.

19. CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the Company during the year is Rs. 103.7 lakhs (Previous YearRs.69.52 lakhs)and expenditure related to Corporate Social Responsibility isRs. 117.35 lakhs (Previous YearRs.62.12 Lakhs).

20. The figuresforthe corresponding previous year have been regrouped/reclassified wherever necessary, to make them comparable.

21. APPROVAL OF FINANCIAL STATEMENTS

The Financial Statements were approved for issue by the Board of Directors on June, 27 2018.

Source : Dion Global Solutions Limited
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