PDF processed with CutePDF evaluation edition · Mr. Rajiv Bali Director Mr. Kamal Dutt Director...

PDF processed with CutePDF evaluation edition www.CutePDF.com

http://www.cutepdf.com

1

Mount Shivalik induStrieS liMitedBoard oF direCtorS

Mr. B. D. Bali Chairman & Managing DirectorMr. Sanjiv Bali Managing DirectorMr. K. C. Garg Director FinanceMr. Rajiv Bali DirectorMr. Kamal Dutt DirectorMr. A. L. Batra DirectorMr. J. M. Malhotra DirectorMr. Raghbir Singh DirectorMr. S. K. Chhibber DirectorDr. K. S. Chugh Director

CoMPanY SeCretarYMr. Sudipto Kumar Mukherjee

auditorSM/s. K. C. Khanna & Co.Chartered Accountants,New Delhi

BankerSOriental Bank of Commerce

reGiStrar & Share tranSFer aGentS (rta)M/s. MAS Services Ltd.,T-34, II Floor, Okhla Industrial Area, Phase-II, New Delhi – 110020

reGiStered oFFiCe140th Milestone, Delhi - Jaipur Highway No.8,Village Gunti, Tehsil Behror,Distt. Alwar, Rajasthan

head oFFiCeC-153/2, Okhla Industrial Area,Phase - I, New Delhi - 110 020

ContentS PaGe no. Notice of Annual General Meeting 2Directors’ Report 8Management Discussion & Analysis Report 12Report on Corporate Governance 14Corporate Governance Compliance Certificate 23Auditors’ Report 24Balance Sheet 28Statement of Profit & Loss 29Cash Flow Statement 30Attendance Slip & Proxy Form 51-52

Mount Shivalik induStrieS liMited

2

notiCe oF annual General MeetinG

Notice is hereby given that the twentieth annual General Meeting of the Members of Mount Shivalik industries limited will be held on Monday, the 30th Day of December, 2013, at 3.00 P.M., at the Registered Office of the Company at 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti, Tehsil Behror, Distt. Alwar (Rajasthan) to transact the following business:

ordinarY BuSineSS

1. To consider and adopt the audited Balance Sheet as at June 30, 2013, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. S. K. Chhibber, who retires by rotation at the conclusion of this Annual General Meeting and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. A. L. Batra, who retires by rotation at the conclusion of this Annual General Meeting and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. J. M. Malhotra, who retires by rotation at the conclusion of this Annual General Meeting and being eligible, offers himself for re-appointment.

5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution:

“reSolved that M/s. K. C. Khanna & Co., Chartered Accountants, New Delhi, who retire at the conclusion of this Annual General Meeting, be and are hereby re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be fixed by the Board of Directors of the Company.”

SPeCial BuSineSS

6. re-aPPointMent oF Mr. B. d. Bali aS ChairMan & ManaGinG direCtor

To Consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“reSolved that pursuant to the provisions of Sections 198, 269, 309, 310 and 311 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and any other applicable provisions of Companies Act, 2013, and subject to the approval of the Central Government, if necessary, the approval of the Company be and is hereby accorded to re-appoint Mr. B. D. Bali as Managing Director (Designated as Chairman & Managing Director) of the Company w.e.f. 1st January, 2014 for a period of 3 years i.e. upto 31st December, 2016, on the following terms of the remuneration;

i) Commission:

Such amount of commission calculated with reference to the net profit of the Company for each financial year as may be fixed by the Board of Directors (subject to a maximum of 2% of the net profit), which together with monetary value of perquisites, shall not exceed the ceiling laid down in the Companies Act, 1956.

ii) Such other benefits, amenities, facilities and perquisites as per the rules of the Company as applicable to executives and as may be permitted by the Board of Directors.

Provided that the remuneration payable (including commission, benefits, amenities, facilities and perquisites does not exceed the limit laid down in Section 198 and 309 and Schedule XIII of the Companies Act, 1956 and any other provisions of the Companies Act, 2013 and any other statutory provision, modification or re-enactment thereof.”

3

Mount Shivalik induStrieS liMited7. inCreaSe oF BorroWinG liMit oF the CoMPanY

To Consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“reSolved that in supersession of the resolution passed at the 18th Annual General Meeting of the Company held on 29th September, 2011, the consent of the Company be and is hereby accorded, in accordance with section 180(1)(c) of Companies Act, 2013 (notified on 12/09/2013) and all other applicable provisions, if any, of the Companies Act, 1956 and Companies Act, 2013 (notified on 12/09/2013), to the Board of Directors of the Company, to borrow any sum or sums of money from time to time at their discretion, for the business purposes of the Company, which together with the monies already borrowed by the Company, (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) may exceed at any time, the aggregate of the paid up capital of the Company and its free reserves (that is to say, reserve, not set apart for any specific purpose), however the aggregate of monies borrowed shall not exceed `40,00,00,000/- (Rupees Forty Crores only) at any time.

reSolved Further that for the purpose of giving effect to this resolution, the Board of directors or a Committee thereof be and is hereby authorized to finalise, settle and execute/delegate authority to sign such documents/deeds/writing/papers/ agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to borrowings as aforesaid.”

dated: 2nd december, 2013 By order of the Board of directors

Sd/-registered office: (Sudipto kumar Mukherjee)140th Milestone, Company Secretary(Delhi-Jaipur) National Highway No. 8,Village Gunti, Tehsil BehrorDistt. Alwar, RajasthanEmail id: [email protected]

noteS:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A BLANK PROXY FORM IS ANNEXED HEREWITH AND, IF INTENDED TO BE USED, IT SHOULD BE RETURNED DULY COMPLETED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE AFORESAID MEETING.

2. The Person appointed as proxy shall not act on behalf of more than 50 members pursuant to the provisions of Section 105 (1) of the Companies Act, 2013 (notified on 12/09/2013).

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representatives to attend and vote on their behalf at the Meeting.

4. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement.


4

5. A Statement pursuant to Section 102 of the Companies Act, 2013 (notified on 12/09/2013), relating to the Special Business to be transacted at the Meeting is annexed hereto.

6. Register of members and Share Transfer Books of the Company shall remain closed for a period of Five days from 26th day of December, 2013 to 30th day of December, 2013 (both days inclusive).

7. Members are requested to quote their Folio Number or DP ID and Client ID in all their correspondence with the Company. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID for easy identification of attendance at the meeting and number of shares held by them.

8. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the Meeting.

9. Members desirous of having any information regarding accounts are requested to address their queries to ‘The Company Secretary’ at the registered office of the Company at 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti, Tehsil Behror, Distt. Alwar (Rajasthan), atleast ten days before the meeting, so that the requisite information is made available at the meeting.

10. Members are requested to bring with them the attendance slip and hand it over at the entrance duly signed by them.

11. Members attending the Annual General Meeting are requested to bring along with them their copies of the Annual Report, as the same will not be distributed at the meeting.

12. The trading in the Company’s Shares is compulsory in dematerialized form. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of Dematerialization of the Company’s Shares.

13. Members are also requested to notify any changes in their addresses immediately to the Registrar & Share Transfer Agent - M/s. MAS Services Ltd, T-34, II Floor, Okhla Industrial Area, Phase-II, New Delhi – 110020.

14. Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 the dividend which remains unclaimed for a period of seven years will be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provisions of Section 205C of the Companies Act, 1956.

Information in respect of such unclaimed dividend transfer to the said fund is given below:

Financial Year ended date of declaration of dividend

last date for claiming unclaimed dividend

due date for transfer to ieP Fund

31.03.2007 28.09.2007 27.10.2014 28.10.201431.03.2008 26.09.2008 25.10.2015 26.10.201531.03.2009 29.09.2009 28.10.2016 29.10.2016

15. Members who have not registered their e-mail addresses so far are requested to register their e-mail address with Registrar & Share Transfer Agent - M/s. MAS Services Ltd, so that they can receive the Annual Report and other communication from the Company electronically.


Sd/-registered office: (Sudipto kumar Mukherjee)140th Milestone, Company Secretary(Delhi-Jaipur) National Highway No. 8,Village Gunti, Tehsil Behror, Distt. Alwar, RajasthanEmail id: [email protected]

5

Mount Shivalik induStrieS liMitedStateMent PurSuant to SeCtion 102 oF the CoMPanieS aCt, 2013

iteM no. 6:

Mr. B D Bali’s details about the qualification, experience, other directorship etc. has been given in Annexure-A.

Mr. B. D. Bali was acting as Managing Director of the Company since incorporation, therefore, Company has progressed well during his tenure as Managing Director; the Directors of the Company thought fit to recommend his re-appointment for another term of 3 years effective from 01.01.2014 to 31.12.2016. His re-appointment is in the interest of the company as his association will bring further progress and help in expansion and diversification activities of the Company. This may be treated as an abstract under section 302 of the Companies Act, 1956.

The Board of Directors of your Company recommended passing the resolution set out under item no. 6 as a Special Resolution.

Mr. B. D. Bali is concerned and interested in the above resolution to the extent of his appointment and Mr. Sanjiv Bali, Managing Director and Mr. Rajiv Bali, Director of the Company, being related to Mr. B. D. Bali, are also interested in the above resolution. No other director is in any way concerned or interested in the above resolution.

iteM no. 7

As per the provision of Section 180(1)(c) of the Companies Act, 2013 (notified on 12/09/2013), the Board of Directors of the Company cannot, borrow monies in excess of aggregate paid up capital and free reserves of the Company except with the permission of shareholders in the General meeting by special resolution.

The company is in the process of continuously modernizing the brewery operations and therefore Company’s working capital requirement has also increased. Company has also been expanding its hospitality business over the years. Hence the Company requires to raise funds from various sources for meeting such financial requirement for achieving the said growth plans.

Your Directors recommend the resolution for adoption by way of special resolution.

None of the Directors are interested in the above resolution.


Sd/-registered office: (Sudipto kumar Mukherjee)140th Milestone, Company Secretary(Delhi-Jaipur) National Highway No. 8,Village Gunti, Tehsil BehrorDistt. Alwar, RajasthanEmail id: [email protected]


6

anneXure-a

inForMation reQuired to Be FurniShed under liStinG aGreeMentAs required under Listing Agreement the information of the Directors who are proposed to be appointed/re-appointed is given below:

1 Name : Mr. S. K. ChhibberAge : 93 YearsNo of Shares held : NIL Equity SharesQualification & Experience : M.A., IAS (Retired)

He Held senior administrative position with the Central and State Government for 35 years including his services as Lt. Governor of State of Mizoram.

Other Directorships : Asian Hotels (West) LtdMount Shivalik Investments LtdMount Shivalik Breweries Ltd.Aria Hotels and Consultancy Services Pvt. Ltd.

Chairman/Member of Committees of the Board of Companies of which he is a Director

: Remuneration Committee (Member)

2 Name : Mr. A L BatraAge : 80 YearsNo of Shares held : NIL Equity SharesQualification& Experience : Graduate

Over 45 years in handling different Manufacturing IndustriesOther Directorships : Batra Associates Limited

Batra Fin Cap LimitedBatra Health Care Consultancy Services P LtdBatra Hotels Enterprises Pvt LtdExact Developers & Promoters Pvt. Ltd.Gaysan Eng. Works Pvt. Ltd.Halgona Radiators Pvt. Ltd.Luxmi Ancillaries Pvt. Ltd.Rita Pad Printing Systems Pvt. Ltd.Jai Farms Chemicals Pvt. Ltd.Stresscrete Pvt. Ltd.JSB Developers & Promoters Pvt. Ltd.S B Prestresscrete Realty Pvt. Ltd.


: Remuneration Committee (Chairman)Audit Committee (Member)Shareholders & Investors Grievance Committee (Member)

7

Mount Shivalik induStrieS liMited3. Name : Mr. J M Malhotra

Age : 83 YearsNo of Shares held : 8,000 Equity SharesQualification& Experience : B.Sc, B.E (Hons)

He worked for 35 years with Public Work Department (Bridges and Roads) and Retired as Secretary to the Government of Rajasthan. At present he is consultant to Asian Development Bank and World Bank.

Other Directorships : NILChairman/Member of Committees of the Board of Companies of which he is a Director

Audit Committee (Chairman)Remuneration Committee (Member)

4. Name : Mr. B.D. BaliAge : 83 yearsNo. of shares held : 4,28,139 Equity SharesQualification and experience : Post Graduate

He has over six decades of rich experience in trade and indus-try with a very successful track record of over 45 years in liquor & Beer industry. He has been working as Managing Director of the Company since its incorporation. He is widely traveled and has acquired keen business sense and knowledge about the international trade and market.

Other Directorship : Mount Shivalik Breweries Ltd.Mount Shivalik Hotels & Resorts Pvt. Ltd.Mount Shivalik Investments Pvt. Ltd.Shivalik Beverages Pvt. Ltd.


: NIL


8

the Members,

Your Directors are pleased to present their twentieth annual report along with the audited statements of accounts of the Company for the financial year ended 30th June, 2013.

FinanCial reSultS

Your Company’s performance for the financial year ended 30th June, 2013 is summarized below:

(` In Lacs)Particulars Current Financial year

ended 30/06/2013(12 Months)

Previous Financial year ended 30/06/2012

(15 Months)Revenue from Operations (Gross) 13,065.77 18,294.56 Less: Excise Duty 5155.41 6,515.49 Revenue from Operations (Net) 7,910.36 11,779.07 Other Income 51.25 46.01 total income 7,961.61 11,825.08 Profit / (Loss) before Interest, Depreciation & Tax (342.71) (608.79)Less: Interest 426.39 462.25 Depreciation 285.41 341.72 Profit / (loss) for the period {Before tax} (1,054.51) (1,412.76)Less: Tax Expense: Current Tax 0.00 0.00 Deferred Tax (344.57) (468.20)net Profit / (loss) for the period {after tax} (709.94) (944.56)

oPerational revieW

Yours Directors are happy to report that the Company has been able to reduce its losses and expects to further improve its performance during the current financial year as a result of the following factors:

a) The Company has entered into bottling arrangement with Molson Coors Cobra India Private Limited for production and supply of Company’s products ex their plant in Patna for sale in the State of Bihar. As such, we are optimistic that this arrangement would lead to growth in sales volume and consequent higher profitability.

b) The Company was constrained to give up franchise for Thunder Point Restaurant at Midway Behror, where sales were grossly affected due to construction of a Fly Over bridge, right in front of the restaurant.

c) The Company’s Restaurant at Amber Fort, Jaipur and Hanwant Mahal, Jodhpur are able to improve their performance and company expects to achieve break even point during the current financial year.

d) The Company has also taken one more restaurant on franchise from the Rajasthan Government at Amber Fort which has been commissioned on 1st July, 2013, which we hope would provide additional revenue to the company.

Despite acute competition in beer industry, company has taken effective steps to improve its production and sales of its brewery products during the financial year under review. The accumulated losses of the Company at the end of the financial year have exceeded its paid up capital and reserves for the first time depicting an

direCtorS’ rePort

9


adverse impact on the net worth of the Company. However in view of the significant measures taken, your directors are confident of better performance and working results in the current financial year.

dividend

For the year under review the Directors do not recommend any dividend due to loss in the current year.

dePoSitS

During the financial year under review, Company continued repaying matured Fixed Deposits taken from the public under Section 58A of the Companies Act, 1956. The Fixed Deposit at the end of financial year stood at `15.83 Lakhs while unclaimed deposits at the end of the financial year were Nil.

However, in the Current Financial Year, Company has neither accepted nor renewed any public deposits and the company is only repaying deposits which are due, within the prescribed time as per the provisions of Companies Act, 1956.

auditorS

M/s K. C. Khanna & Co., Chartered Accountants, the Statutory Auditors of the Company (Firm Reg. No. 000481N), who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

auditorS’ rePort

Refer para-7 of Annexure to the Auditors Report, the Company has evolved a strong Internal Control System to ensure that the Assets of the Company are safeguarded and transactions are authorized, recorded and correctly reported. The adequacy of the Internal Control System is reviewed by the Audit Committee. In view of above a formal Internal Audit System was not considered essential.

CoSt auditorS

During the financial year under review the Company has appointed M/s. R. M. Bansal & Co., Cost Accountants, as the Cost Auditor and the Cost Audit Report is required to be filed with the Central Government within 180 days from the end of financial year.

M/s. R. M. Bansal & Co., Cost Accountants, have also been re-appointed as the Cost Auditors of the Company for the current financial year (2013-14) by the Board upon the recommendation of the Audit Committee.

direCtorS

Mr. S. K. Chhibber, Mr. A. L. Batra and Mr. J. M. Malhotra, Directors of the Company, who retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

direCtorS’ reSPonSiBilitY StateMent

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors hereby confirm that:

(a) in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments


10

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

diSCloSure oF SPeCial PartiCularS

Information pursuant to Clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998 for the financial year ended 30th June, 2013 is given below:

a) Conservation of energy

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

The Company is making use of treated effluents for gardening of the factory campus by drain system. The Company has also initiated number of measures to bring down the Boiler usage; hence it will help in reducing the energy consumption.

The Company is using UF&RO Technology to recycle treated effluent water at strategic sites.

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

b) technology absorption, research and development

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

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

c) Foreign exchange earnings and outgo

Information on Foreign Exchange earning and outgo is contained in Note No. 32 of the notes to accounts forming part of the Statement of Profit and Loss for the financial year ended 30th June, 2013 and Balance Sheet as on date.

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.

PartiCularS oF eMPloYeeS

There are no employees whose particulars are required to be disclosed in this report in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

11

Mount Shivalik induStrieS liMitedCorPorate GovernanCe

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, report on Corporate Governance and Management Discussions and Analysis Report is appended along with a certificate of compliance from Company Secretary in whole-time practice.

liStinG oF ShareS

The Equity Shares of the Company are listed at BSe limited (BSe), which has nation wide trading terminals and therefore provide full liquidity to the investors. The Listing fee for the financial year 2013-2014 has been duly paid.

dePoSitorY SYSteM

The trading in shares of your Company is under compulsory dematerialized mode. As on 30th June, 2013 shares representing 86.81% of share capital were in dematerialized form. As depository system offers numerous advantages, shareholders are requested to take advantages of the same and avail the facility of dematerialization of the Company’s shares.

CaSh FloW StateMent

As required by Clause 32 of Listing Agreement with Stock Exchange Cash Flow Statement is appended herewith.

aCknoWledGeMentS

Your Directors take this opportunity to gratefully acknowledge the continued and unshakable trust reposed in the Company by the Shareholders and would like to thank its associated Financial Institutions, Bankers, Stock Exchange, Depository Participants, SEBI, ROC, RBI, and other regulating authorities and departments for their co-operation and the confidence, which they have reposed in the management.

The Board also wholeheartedly acknowledges with thanks the dedicated efforts & contributions of all the employees of Mount Shivalik Family. It is this unity of purpose that breeds success and your directors look forward to receive similar support and encouragement in the years ahead.

date: 2nd december, 2013 For and on behalf of the Board of directorsPlace: new delhi

(B. d. Bali) (Sanjiv Bali) Chairman & Managing director Managing director


12

Your Directors have pleasure in presenting the Management Discussion and Analysis Report for the financial year ended 30th June, 2013.

1) induStrY StruCture and develoPMent

Mount Shivalik Industries Ltd. was incorporated in the year 1993 and is engaged in the business of manufacturing beer. It has well established brands in the Beer Industry, particularly in Strong Beer segment, where Company has strong presence, which is famous in the market and are well received by the customers. The firm would procure orders from Government Corporations; obtain permits after depositing duty on Company’s behalf and collect payment from Corporations in time.

The complete details of licensed capacity, actual production and sales appear in the Annual Report by way of notes to accounts to the Balance Sheet.

Indian economy is shifting from controlled one to market driven one and in this process several developments have un-folded. Whereas in case of Beer Industry, each State Government formulates its own excise policies, which is changed almost every year. The control of production, sale price and distribution of beer also rests with the State Governments. Certain states have now liberalized the sale of beer by allowing retail distribution to private parties and these conditions has resulted in higher growth of Beer Industry particularly in northern India, which is main market for the Company.

2) oPPortunitY, threatS and outlook

In our country, Beer has been categorized as an Alcoholic Beverage, mainly because it suits the State Taxation Policy. At the same time ‘Alcoholic Beverage’ is politically sensitive because it is a socially sensitive issue. On one hand, the State specific taxation policy keeps the price levels very high and on the other hand, States controls the distribution of the product because of the sensitivity. The rise in price of inputs particularly empty bottles, due to shortage, and the refusal by the State Governments, to allow a corresponding increase in the price of ‘Beer’ have adversely effected our operations and profitability.

The Company’s products have been enjoying consistently good brand image and are well received by the customers in the market for several years.

3) SeGMent WiSe or ProduCt-WiSe PerForManCe

Business activities/operations of the Company include manufacture of and dealing in Beer and management of heritage restaurants.

4) riSkS and ConCernS

Apart from the normal risks as are applicable to an industrial undertaking, the Company does not foresee any other areas of concern. Compliance of norms prescribed by the Pollution Control Board and other government agencies are strictly complied with and adhered to.

5) internal Control SYSteMS & their adeQuaCY

There exits an Internal Control System in the Company to ensure that the transactions are authorized, recorded and correctly reported. Internal Control System also ensures that assets are safeguarded and protected against unauthorized use. The adequacy of the Internal Control System is constantly reviewed by the Audit Committee of the Board of Directors to ensure its effective functioning, quality and adequacy.

ManaGeMent diSCuSSion and analYSiS rePort

13


6) diSCuSSion oF FinanCial PerForManCe With reSPeCt to oPerational PerForManCe

The details of the financial performance of the Company are appearing in the Balance Sheet, Statement of Profit & Loss and other financial statements attached thereto. The performance of the Company was not satisfactory as a rise in input cost like empty bottles, packing material, etc and in view of adverse market condition.

7) Material develoPMent in huMan reSourCeS/ induStrial relation Front inCludinG nuMBer oF PeoPle eMPloYed

The Company’s constant endeavor has been to attract, retain and nurture human potential by developing culture of family and human values. The Company ensures that proper encouragement both moral and financial is extended to the employees to motivate them. The Company enjoys the excellent relationship with workers and staff. As on 30th June, 2013 the Company had more than 200 employees (approx.) at its manufacturing plant and administrative / sales offices. In addition to above Company also employs casual labour through contractors.


14

1. PhiloSoPhY:

Mount Shivalik Industries Ltd. (MSIL) has always endeavored to practice good Corporate Governance and commitment to act as good Corporate Citizen. The spirit of Corporate Governance has prevailed in the Company which has influenced its decisions and policies. Through highest level of transparency and accountability in all its operations, the Company has consistently been serving for many years to all its stakeholders satisfactorily. The Company has always been following the principles which govern Corporate Governance. The objectives before a Company are to create wealth for the society, maintain and preserve that wealth efficiently and to share the wealth with the stakeholders. Corporate Governance is the method by which the aforesaid objectives are achieved.

2. Board oF direCtorS:

i) Composition:

Your Company has an optimum combination of the Executive and Non Executive Independent directors. The Board consists of ten Directors including three Executive Directors and Seven Non-Executive Directors, of whom five are independent as defined by Clause 49 of the Listing agreement.

ii) Board Meetings:

During the financial year ended 30th June, 2013, Nine Board Meetings were held on the following dates:

i) 27th July, 2012;

ii) 14th August, 2012;

iii) 3rd September, 2012;

iv) 12th November, 2012;

v) 30th November, 2012;

vi) 16th January, 2013;

vii) 12th February, 2013;

viii) 10th April, 2013

ix) 15th May, 2013

The gap between any two Board Meetings was not more than four months as mandated in Clause 49 of the listing agreement.

rePort on CorPorate GovernanCe(Forming part of the Annual Report for the financial year ended 30th June, 2013)

15


The Table - 1 gives the Composition, Category of Board of Directors, their other directorships and attendance record:

table - 1

name of thedirector

Category no. of Board

Meetingsattended

last aGMattended

no of otherdirectorships

no. of other

Commit-tee

Member-ships

Public ltd. Co.

Private ltd. Co.

Company limited by Guar-

anteeMr. B. D. Bali Promoter / Chairman

& Managing Director7 No 2 3 --- ---

Mr. Sanjiv Bali Promoter/ Managing Director

9 Yes --- 3 --- ---

Mr. K. C. Garg Director Finance 9 Yes 1 1 --- ---Mr. A. L. Batra Independent/ Non-

Executive Director2 No 2 11 --- ---

Mr. J. M. Malhotra Independent/ Non-Executive Director

7 Yes --- --- --- ---

Mr. Rajiv Bali Promoter/ Non-Executive Director

9 No 2 3 1 ---

Mr. Kamal Dutt Promoter/ Non-Executive Director

2 No --- --- --- ---

Mr. Raghbir Singh Independent/ Non-Executive Director

Nil No 1 --- --- ---

Mr. S. K. Chhibber Independent/ Non-Executive Director

2 No 3 1 --- 3

Dr. K. S. Chugh Independent/ Non-Executive Director

Nil No 1 --- --- ---

3. audit CoMMittee:

i) terms of reference:

Apart from all the matters provided in Clause 49 of the listing agreement and Section 292-A of the companies Act, 1956 the Audit Committee meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company and ensures that assets are safeguarded and transactions are authorized, recorded and correctly reported.

ii) Composition:

The Audit Committee comprises of three non-executive directors, Mr. J. M. Malhotra, Mr. A. L. Batra and Mr. Rajiv Bali. Mr. J. M. Malhotra is designated as Chairman of the audit committee and Mr. Sudipto Kumar Mukherjee, Company Secretary, acts as the Secretary of the Committee.

iii) attendance:

The committee met Five times during the financial year under review i.e., on 11th August, 2012, 12th November, 2012, 30th November, 2012, 12th February, 2013 and 13th May, 2013.


16

The Table - 2 shows the attendance record of the committee members as follows:

table – 2

name of the Members Status no of Meetings attendedMr. J M Malhotra Chairman 5Mr. A.L. Batra Member 5Mr. Rajiv Bali Member 5

4. reMuneration CoMMittee:

i) terms of reference:

The Company has in place a remuneration committee consisting of three Non-Executive Directors, specifically to determine the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment.

ii) Composition:

The Remuneration Committee comprises of three non-executive directors, Mr. A.L. Batra, Mr. S. K. Chhibber and Mr. J. M. Malhotra. Mr. A.L. Batra is designated as Chairman of the remuneration committee.

iii) attendance:

The committee met Only One time during the financial year under review i.e., on 27th July, 2012.

iii) details of remuneration paid to directors:

Table - 3 gives the details of remuneration for the financial year ended 30th June, 2013 to the Executive and Non-Executive Directors:

table - 3

name of directors Sitting Fees Salary (`)

Perquisites & allowances (`)

retirementBenefits*

(`)

total (`)

Mr. B.D. Bali - - - - -Mr. Sanjiv Bali - 30,84,526/- 16,66,236/- 3,22,200/- 50,72,962/-Mr. K. C. Garg - 26,88,052/- 16,80,625/- 2,93,400/- 46,62,077/-Mr. Rajiv Bali 18,000/- - - - 18,000/-Mr. A. L. Batra 4,000/- - - - 4,000/-Mr. J. M. Malhotra 14,000/- - - - 14,000/-Mr. Raghbir Singh - - - - -Mr. S.K. Chhibber 4,000/- - - - 4,000/-Mr. Kamal Dutt 4,000/- - - - 4,000/-Dr. K S Chugh - - - - -

*Excludes in respect of gratuity, superannuation benefits and accumulated leave encashment.

notes:

(a) The agreement with each Executive Director is for a period of three years.

(b) Presently, the Company does not have a scheme for grant of stock options either to the Executive Directors or employees.

(c) The Company does not pay sitting fee for attending committee meetings.

17

Mount Shivalik induStrieS liMited v) details of the Shares held by non executive directors:

Table - 4 gives details of the shares held by the non-executive directors as on 30th June, 2013.

table - 4

name of the director no of Shares heldMr. Rajiv Bali 72,656Mr. A. L. Batra NilMr. J. M. Malhotra 8,000Mr. Raghbir Singh NilMr. S. K. Chhibber NilMr. Kamal Dutt 318,664Dr. K. S. Chugh Nil

5. ShareholderS / inveStorS GrievanCe CoMMittee:

The Company has a Shareholders / Investors Grievance Committee, which also acts as share transfer committee. The Committee looks into redressal of shareholders complaints like transfer of shares, non-receipt of annual report / balance sheet, non-receipt of declared dividend etc. It also monitors the performance of Registrar and Share transfer agent.

The committee is headed by Non-Executive Director Mr. Rajiv Bali. Other members are Mr. Sanjiv Bali and Mr. A.L. Batra. Mr. Sudipto Kumar Mukherjee, Company Secretary, is the Compliance Officer.

During the financial year, fifteen meetings were held on 16th July, 2012; 30th August, 2012;15th September, 2012; 8th October, 2012; 15th October, 2012; 22nd October, 2012; 30th October, 2012; 26th November, 2012; 10th December, 2012; 17th December, 2012; 24th December, 2012; 4th February, 2013; 11th February, 2013; 18th February, 2013 and on 25th February, 2013.

During the financial year under review, the Company has not received any complaints from shareholders / investors. There were no outstanding complaints or share transfers pending as on 30th June, 2013.

6. General BodY MeetinGS:

i) details of last three annual General Meetings are as under:

Financial Year date time venue2011-12 26.12.2012 3.00 P.M. 140th Milestone (Delhi-Jaipur) National Highway

No 8, Village-Gunti, Tehsil-Behror, Distt. Alwar(Rajasthan)

2010-11 29.09.2011 3.00 P.M. 140th Milestone (Delhi-Jaipur) National Highway No 8, Village-Gunti, Tehsil-Behror, Distt. Alwar(Rajasthan)

2009-10 29.09.2010 3.00 P.M. 140th Milestone (Delhi-Jaipur) National Highway No 8, Village-Gunti, Tehsil-Behror, Distt. Alwar(Rajasthan)


18

ii) Special resolutions passed in the last three aGM’s

The following Special Resolutions were passed by the Shareholders in the last three Annual General Meetings (AGM’s) of the Company:

date of aGM Subject Matter of Special resolution26.12.2012 Alteration of Capital Clause of the Memorandum of

Association and related clause 3 in Articles of Association.29.09.2011 Nil29.09.2010 Nil

All the resolutions set out in the notices, including Special Resolutions, were duly passed by the shareholders.

iii) Postal Ballot:

No special resolutions were required to be put through postal ballot during the last year and no special resolution is being placed before the shareholders on matters requiring postal ballot for approval at the forthcoming Annual General Meeting.

7. diSCloSureS:

i) During the year, the Company has not entered into any materially significant transaction with its promoters, its Directors or the Management, and their relatives, etc. that may have any potential conflict with the interests of the Company at large.

ii) There have been no instance of non-compliance on the part of Company nor have any penalties, strictures been imposed by Stock Exchanges, SEBI or any Statutory Authority, on any matter related to capital markets, during last three years.

iii) No personnel of the Company had approached the Audit Committee during the financial year under review. The Company has never denied access to any personnel to approach the audit committee. The Company has not approved or adopted any specific policy in this regard.

iv) Code of Conduct:

The Board of the Company has laid down a code of conduct for all the Board Members and the senior management of the Company. All the Board Members and senior management personnel have affirmed compliance with the code of conduct. A declaration signed by the Chairman and Managing Director to this effect is enclosed at the end of this report.

8. MeanS oF CoMMuniCation:

The quarterly, half-yearly and annual un-audited / audited financial results of the Company are sent to the stock exchange immediately after being approved by the Board of Directors. The Annual Report of the Company is sent to all shareholders at their registered addresses while quarterly or half-yearly reports are not sent to the shareholders.

The quarterly and annual un-audited / audited financial results are published, in accordance with the guidelines of the Stock Exchange, in the following News Papers:

i) ‘Financial Express’ – English Daily (All India Edition)

ii) ‘Adhikar’ – Hindi Daily (Jaipur Edition)

As required by Clause 49 of the Listing Agreement, Management Discussion and Analysis Report is appended and forms part of the Annual Report, which is being sent to the shareholders of the Company.

19

Mount Shivalik induStrieS liMited9. General Shareholder inForMation:

i) annual General Meeting:

Day : Monday

Date : 30th December, 2013

Time : 3.00 P.M.

Venue : 140th Milestone, (Delhi-Jaipur) National Highway No.8, Village - Gunti, Tehsil - Behror, Distt. - Alwar (Rajasthan)

ii) Financial Calendar 2013-14 (tentative):

Financial Year : 1st July, 2013 to 30th June, 2014

approval of Quarterly/annual results:

Results for the quarter ending Sept., 30 : Before 14th November, 2013

Results for the quarter ending Dec., 31 : Before 14th February, 2014

Results for the quarter ending March, 31 : Before 14th May, 2014

Results for the quarter/year ending June, 30 : Before 29th August, 2014

iii) Book Closure:

The register of Members and Share Transfer Books of the Company shall remain closed for five days from 26th day of December, 2013 to 30th day of December, 2013 (both days inclusive).

iv) dividend Payment date:

No dividend has been recommended by the Board of Directors for the financial year 2012-13.

v) listing in Stock exchanges and Stock Codes:

At present, the Company’s shares are listed at BSe limited and the Stock code is 507522.

The ISIN number allotted to the Company for dematerialisation of shares by NSDL & CDSL is ine410C01019

vi) Market Price data:

High / Low of Market price of Company’s equity shares traded on the BSE Limited during the financial year ended 30th June, 2013 was as follows:

Month high low Close total turnoverJuly, 2012 28 19.3 24.3 1556707August, 2012 49.3 24 41.65 15029035September, 2012 43.5 34.35 41.3 1937421October, 2012 43 34.35 36.8 786826November, 2012 39.95 32.6 35 580849December, 2012 36.75 31.15 34.4 529971January, 2013 36.1 27.6 32 1229201February, 2013 34.5 24.65 29.1 824274March, 2013 30.5 20.05 23.15 776214April, 2013 28.5 19.35 19.35 148113May, 2013 26.3 20.1 26.3 43057June, 2013 30.25 27.35 27.35 4289


20

vi) Stock Performance in comparison to BSE SENSEX:

21,000.00

20,000.00

19,000.00

18,000.00

17,000.00

16,000.00

6050403020100Jul-12

Aug-12

Sep-12

Oct-12

Nov-12

Dec-12

Jan-13

Feb-13

Mar-13

Apr-13

May-13

Jun-13

BSe

Sen

SeX

-M

onth

’s h

igh

Pric

e of

Mou

ntSh

ival

ik in

dust

ries

ltd

on B

Se-M

onth

s h

igh

Mount Shivalik industries ltd Price on BSe vs. BSe SenSeX

BSEhigh CM-high

viii) registrar and Share transfer agent: M/s. MAS Services Ltd., T-34, II Floor, Okhla Industrial Area, Phase-II, New Delhi – 110020 ix) Share transfer System:

As per SEBI circular D&CC/FITTC/CIR-15/2002 dated 27th December, 2002 the Company should have a common place of share transfer for both physical & Demat. Accordingly the Company has appointed M/s. MAS Services Ltd, T-34, II Floor, Okhla Industrial Area, Phase-II, New Delhi – 110020 as its Registrar and Share Transfer Agent.

All matters relating to share transfer / transmission / demat / remat etc. are being handled by M/s. MAS Services Ltd., New Delhi, Registrar and Share Transfer Agents of the Company. The share transfer requests received are processed by them and a memorandum of transfer is sent to the Company for approval by the committee. The time taken for processing share transfer requests including dispatch of share certificate is generally 15 to 20 days. The dematerialisation requests are processed within 15 days. The Shareholders Grievance Committee of the Company monitors the functioning of the system on regular basis, so as to ensure that there are no delays or lapses.

In compliance with Clause 47 (c) of the Listing Agreement, every six months, the system is audited by a practicing Company Secretary and a Certificate to that effect is issued and filed with the Stock Exchange.

x) distribution of Shareholding as on 30th June, 2013:

Shareholding of nominal value (in `)

no. ofShareholders

% of total no. ofShares held

amount(in `)

% of total Shares

Upto 5,000 5623 92.758 686741 6867410 11.3575,001-10,000 181 2.986 155688 1556880 2.575

10,001-20,000 85 1.402 130385 1303850 2.15620,001-30,000 57 0.94 144150 1441500 2.38430,001-40,000 19 0.313 69088 690880 1.14340,001-50,000 17 0.28 81011 810110 1.34

50,001-100,000 31 0.511 262632 2626320 4.343100,001 and Above 49 0.808 4517005 45170050 74.702

Total 6304 100 6,046,700 60,467,000 100

21

Mount Shivalik induStrieS liMited xi) Categories of Shareholders as on 30th June, 2013:

Category no. of Shares held

% of total Shareholding

a) ProMoter’S holdinG - Indian Promoters 2,515,569 41.600 - Foreign Promoters 318,664 5.270 Sub-total (a) 2,834,233 46.870B) non – ProMoter’S holdinG - Institutional Investors: Mutual Funds & UTI 600 0.010 Banks, FIIs, Insurance Companies 500 0.008 - Others: Private Corporate Bodies 415,560 6.870 Indian Public 2,457,234 40.640 NRIs/ OCBs 328,159 5.430 Others (Clearing Members) 10.414 0.170 Sub-total (B) 3,212,467 53.130 Grand total 6,046,700 100

xii) dematerialization of Shares and liquidity:

As on 30th June, 2013, 86.81% of the equity shares of the Company were held in dematerialized form and the rest in physical form.

The Reconciliation of Share Capital Audit Report from a practicing Company Secretary confirming that the total issued capital of the Company is in aggregate with the total number of equity shares in physical form and the total number of dematerialized equity shares held with NSDL and CDSL, is placed before the Board on a quarterly basis. A copy of the Audit Report is periodically submitted to the stock exchange where the equity shares of the Company are listed.

The Equity Shares of the Company are listed and actively traded at BSe limited (BSe), which has nation wide trading terminals and therefore provide full liquidity to the investors.

xiii) Outstanding GDR’s/ADR’s/Warrants/Convertible instruments and their likely impact on equity: Nil

xiv) Plant location: 140th Milestone, Delhi-Jaipur Highway No. 8 Village – Gunti, Tehsil – Behror, Distt. Alwar (Rajasthan)

xv) address for correspondence:

a) Shareholders correspondence (for share transfer/transmission, demat/remat of shares, payment of dividend and any other query relating to the securities of the Company should be addressed to the Company’s Registrar and Share Transfer Agents):

MAS Services Limited T-34, 2nd Floor, Okhla Indstrial Area, Phase – II, New Delhi – 110020 Ph. No.’s: 011-26387281-83 Fax. No.: 011-26387384


22

b) Shareholders correspondence (for any other matter, including any query on Annual Report may be addressed to ‘The Company Secretary’ of the Company):

The Company Secretary Mount Shivalik Industries Limited C - 153/2, Okhla Industrial Area, Phase – I, New Delhi – 110 020 Telephone: 011-26371701-05 Fax: 011-26371700

xvi) email address: [email protected]

xvi) Ceo and CFo Certification

The Managing Director and Sr. Financial Controller (Chief Financial Officer) of the Company gives annual certification on financial reporting and internal controls to the Board in terms of Clause 49. The Managing Director and Sr. Financial Controller (Chief Financial Officer) also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

ChieF eXeCutive oFFiCer’S deClaration on Code oF ConduCt

As required by Clause 49 of the listing agreement, the CEO declaration for code of conduct is given below:

The Members,Mount Shivalik Industries Limited

This is to certify that all Board members and senior management personnel of the Company have affirmed compliance with the Company’s ‘code of conduct for directors and senior management’ during the financial year ended 30th June, 2013.

For Mount Shivalik industries limited

(Sanjiv Bali) Managing director

Place: new delhidate: 2nd december, 2013

23

Mount Shivalik induStrieS liMitedCertiFiCate

to the MeMBerS oF Mount Shivalik induStrieS liMited

We have examined the compliance of condition of Corporate Governance by Mount Shivalik Industries Limited, for the year ended 30th June, 2013 as stipulated in clause 49 of the Listing Agreement of the said Company with the Bombay Stock Exchange Limited.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that in respect of investors grievances received during the year ended 30th June, 2013, no investor grievances are pending for a period exceeding one month against the Company, as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For B. Chakraborty & Co.Company Secretaries

(Bibhabasu Chakraborty)Place: new delhi Company Secretarydate: 02/12/2013 CP no. 9519


24

to the Members of Mount Shivalik industries limited

report on the Financial Statements

We have audited the accompanying Financial Statements of Mount Shivalik industries limited (“the Company”), which comprise the Balance Sheet as at June 30, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2013;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

indePendent auditor’S rePort

25


emphasis of Matter

Attention is drawn to Note No. 41 of the accompanying Financial Statements to the effect that as at the year end, the net worth of the Company has been adversely affected due to the accumulated losses having exceeded the paid up capital; that the accounts have been drawn up on a going concern basis due to the reasons stated and effective steps taken by the management.

Based on the mitigating factors as explained by the management in the said Note, the management believes that the going concern assumption is appropriate.

Our opinion is not qualified in respect of this matter.

report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph above, as required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representation received from the Directors as on June 30, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013 from being appointed as a Director in term of Clause (g) of Sub-section (1) of section 274 of the Act.

For k.C. khanna & Co.Chartered accountants

Firm registration no.000481n

h-96, Connaught Circus, (nitin k. Jain)new delhi-110 001 Partnerdated : december 2, 2013 Membership no. 083084


26

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) A major portion of the fixed assets have been physically verified by the Management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies have been noticed on such physical verification as compared to the book records.

c) The Company has not disposed off substantial part of fixed assets during the year and hence in our opinion going concern status of the Company is not affected.

2. a) Physical verification has been carried out by the Management in respect of inventory at reasonable intervals including as on 30.06.2013, as per the records reviewed by us.

b) Based on information and explanations given and the records produced, in our view, the procedures of physical verification of inventory followed by the Management during the year are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. As per the information furnished by the Management, no material discrepancy was observed between physical inventories and the book records, and the same has been properly dealt with in the books of account.

3. a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956; and accordingly, clauses (iii) (b), (c) and (d) of the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, are not applicable to the Company for the current year.

b) The Company has taken an unsecured loan by way of fixed deposit from a director as covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was `13,00,000 and the year end balance of unsecured loan taken was Nil.

c) In our opinion, the rate of interest and other terms and conditions on which loan has been taken by the Company listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company.

d) The Company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest as per the terms of the loan.

4. In our opinion and according to the information and explanations given to us during the course of audit, there are internal control systems, generally considered adequate, commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into the register required to be maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register required to be maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

Mount Shivalik induStrieS liMitedanneXure to the indePendent auditor’S rePort

(Referred to in paragraph (1) under ‘Report on Other Legal and Regulatory Requirements’ section of even date)

27

Mount Shivalik induStrieS liMited7. in our opinion, the Company does not have an internal audit system commensurate with the size of the

Company and nature of its business.8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies

(Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing with the appropriate authorities, the undisputed statutory dues including provident fund, investors education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty and cess were in arrears, as at 30.6.2013 for a period of more than six months from the date it became payable.

c) According to the information and explanations given to us, there are no dues of income-tax, sales-tax, wealth-tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. Further, the company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company does not have any debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, and accordingly, the maintenance of records in this regard is not relevant for the year.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society; and accordingly, the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 are not applicable to the Company.

15. In accordance with the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

18. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.20. The Company has not raised any money by public issue during the year.21. According to the information and explanations given to us, no fraud on or by the Company has been

noticed or reported during the course of our audit.For k.C. khanna & Co.

Chartered accountantsFirm registration no.000481n

h-96, Connaught Circus, (nitin k. Jain)new delhi-110 001 Partnerdated : december 2, 2013 Membership no. 083084


28

Figures in `Particulars note no. as at June 30, 2013 as at June 30, 2012

eQuitY and liaBilitieS 1) Shareholders' fund

Share capital 3 60,467,000 60,467,000 Reserves and surplus 4 (104,309,472) (33,315,085)

total (1) (43,842,472) 27,151,915 2) non-current liabilities

Long-term borrowings 5 17,904,805 45,272,349 Other long-term liabilities 6 201,290,000 76,265,000 Long-term provisions 7 3,550,735 3,119,981

total (2) 222,745,540 124,657,330 3) Current liabilities

Short-term borrowings 8 116,196,879 131,839,324 Trade payables 9 244,152,045 221,563,061 Other current liabilities 10 144,852,078 229,729,203 Short-term provisions 11 7,787,249 6,890,282

total (3) 512,988,251 590,021,870 total (1+2+3) 691,891,319 741,831,115

aSSetS(4) non-current assets

Fixed assets- Tangible assets 12 249,087,615 247,609,606 - Intangible assets 13 - - - Capital work-in-progress 14 7,328,743 21,586,060 Non-current investments 15 - - Deferred tax assets (net) 16 82,755,435 48,298,597 Long-term loans and advances 17 19,424,614 19,980,825

total (4) 358,596,407 337,475,088 (5) Current assets

Inventories 18 72,556,571 93,183,600 Trade receivables 19 203,002,362 258,602,964 Cash and cash equivalents 20 15,267,751 21,086,482 Short-term loans and advances 21 41,629,999 29,404,423 Other current assets 22 838,229 2,078,558

total (5) 333,294,912 404,356,027 total (4+5) 691,891,319 741,831,115

Corporate information 1Significant accounting Policies 2the accompanying notes from 1 to 43 form part of the financial statements

Balance Sheet as at June 30, 2013

(Sudipto k. Mukherjee)Company Secretary

(S. k. nandi)Sr. Financial Controller

(k. C. Garg)Director Finance

(B. d. Bali)Chairman and Managing Director

(Sanjiv Bali)Managing Director

as per our report of even dateFor k. C. khanna & Co.Chartered accountants

Firm’s registration no. 000481n

Place : New DelhiDated : December 2, 2013

(nitin k. Jain)Partner

Membership No. 083084

29


Figures in `note no. Year ended

June 30, 2013Period ended

June 30, 2012inCoMe:Revenue from operations 23 791,035,896 1,177,907,056 Other income 24 5,124,671 4,601,437

total 796,160,567 1,182,508,493 eXPenSeS:Cost of materials consumed 25 361,347,891 696,088,016 Changes in inventories of finished goods and work-in-progress

26 11,334,440 (19,584,570)

Employee benefits expense 27 52,978,048 65,478,846 Finance costs 28 42,639,269 46,225,238 Depreciation and amortisation expense 12 & 13 28,541,353 34,171,768 Other expenses 29 404,770,791 501,405,508

total 901,611,792 1,323,784,806 Profit / (loss) before tax (105,451,225) (141,276,313)Tax Expense:Deferred Tax (34,456,838) (46,820,087)Profit / (loss) for the year (70,994,387) (94,456,226)Earnings / (Losses) per equity share (Face Value of `10 each)- Basic and Diluted (11.74) (15.62)*(* not annualised)Corporate information 1Significant accounting Policies 2the accompanying notes from 1 to 43 form part of the financial statements

Statement of Profit and loss for the year ended June 30, 2013












30

Figures in `

2012-13 2011-12(15M)(a) Cash Flow from operating activities

Profit / (Loss) Before Tax as per Statement of Profit and Loss

(105,451,225) (141,276,313)

Adjustments for:Depreciation 28,541,353 34,171,768 Provsion of Leave Encashment 789,593 27,371 Provision for Diminution in investment - 786,100 Provision of Doubtful Debt / advances 39,673 3,587,763 Wealth Tax Provision 192,334 196,934 Loss on Sale of Fixed Asset 3,460,996 38,198 Interest Expenses 42,639,269 46,225,238 Interest Income (645,551) 75,017,667 (1,531,552) 83,501,820 Operating Profit before Working Capital Changes

(30,433,558) (57,774,493)

Adjustment for:Trade and Other Receivables 47,160,847 (127,408,551)Inventories 20,627,029 7,566,220 Trade and Other Payables 69,149,372 136,937,248 190,645,576 70,803,245 Cash generated from Operation 106,503,690 13,028,752 Direct Tax Paid / (Refund Received) 1,502,540 9,486,460 net Cash from operating activities (a) 108,006,230 22,515,212

(B) Cash Flow from/(used in) Investing ActivitiesInterest Received 645,551 1,531,552 Purchase of Fixed Assets and Capital work in pro-gress

(21,741,970) (36,133,746)

Sale of Fixed Assets 2,518,929 1,747,564 net Cash used in investments activities (B)

(18,577,490) (32,854,630)

(C) Cash Flow from Financing ActivitiesInterest Paid (42,639,269) (46,225,238)Proceeds / (Repayments) from Borrowings (Net)

(47,036,313) 55,846,983

net Cash used in Financing activities (C)

(89,675,582) 9,621,745

net increase in Cash and Cash equivalents Total (A+B+C) (246,842) (717,673)Cash and Cash Equivalents as at:- the beginning of the period 11,551,978 12,269,651 - the end of the period 11,305,136 11,551,978 Cash and Cash equivalents at the Period comprises of: - Balances with banks 3,566,777 2,214,309- Cash on hand 7,738,359 9,337,669

11,305,136 11,551,978Add: Other Banks Balnce (i.e. Deposits) not Consid-ered as Cash and Cash Equivalents 3,962,615 9,534,504Closing Balance of Cash and Cash equivalents (as per note no. 20) 15,267,751 21,086,482

CaSh FloW StateMent For the Year Period 3oth June 2013

note:1. The Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard-3 on ‘Cash Flow

Statements’ as per the Companies (Accounting Standard) Rules, 2006. 2. Figures in brackets indicate cash outgo.3. The accompanying notes from 1 to 43 form part of the financial statements.











31

Mount Shivalik induStrieS liMitednotes on Financial Statements for the year ended June 30, 2013

1 CorPorate inForMation:

The Company was incorporated in January, 1993. The equity shares of the Company are listed and actively traded on the platform of BSE Limited.

The Company operates mainly in the Brewery segment, where it manufactures Beer under the Brand name of Thunderbolt, Golden Peacock etc. The Company diversified its operations in Restaurants business segment, where it is expanding its operations at a brisk pace.

2 SiGniFiCant aCCountinG PoliCieS:

a) Basis of Preparation:

The financial statements have been prepared under the historical cost convention on accrual basis and to comply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied, unless otherwise stated.

b) use of estimates:

In the preparation of the Company’s financial statements in conformity with the accounting principles generally accepted in India, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Any revision to accounting estimates is recognized in the period the same is determined.

c) Fixed assets:

- Fixed assets are stated at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

- Fixed assets under construction and cost of assets not put to use before the year end, are disclosed as capital work-in-progress.

- Intangibles:

Intangible assets are stated at cost less accumulated amortisation. The cost incurred for acquiring trademarks are capitalised and amortised on a straight line basis.

d) depreciation / amortisation:

- Depreciation on fixed assets is charged on straight line method, on pro-rata basis, at the rates specified in Schedule - XIV to the Companies Act, 1956.

- Expenditure on account of intangible assets is amortised on pro-rata basis, over the useful life thereof, as estimated by the management.

- Renovation expenditure is amortised over the useful life of renovations covered by the relevant agreements.


32

- Assets costing ` 5,000 or less each acquired during the year are fully depreciated.

e) Borrowing Costs:

Borrowing costs directly attributable to the acquisition and/or construction of qualifying assets are capitalised as part of the cost of the respective assets upto the date when such asset is ready for its intended use in accordance with the Accounting Standard (AS-16) on ‘Borrowing Costs’ issued by The Institute of Chartered Accountants of India. All other borrowing costs are charged to revenue.

f) investments:

- Investments that are readily realisable and intended to be held for not more than one year are classified as current investments. Such investments are carried at lower of cost and fair value determined on an individual investment basis.

- Other investments are classified as long - term investments and are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of such investments.

- Profit/loss on sale of investments is computed on FIFO basis.

g) inventory valuation:

- Inventories are valued at lower of cost and net realisable value.

- Cost of purchases consists of the purchase price, including applicable duties and taxes, freight inwards and other expenditure attributable to the acquisition, less trade discounts and rebates, and include other costs incurred in bringing the inventories to their present location and condition.

- Costs are based on the First-in-First-out method. Costs in relation to inventories comprising finished goods and Work-in-process include cost of conversion specifically attributable and production overheads.

- Stores and spares are valued at cost/estimated cost.

h) revenue recognition:

Revenue is recognized to the extent that it can be reliably measured and it is probable that the economic benefits will flow to the Company.

- Revenue in respect of sales is recognised at the point of despatch to customers, when significant risks and rewards of ownership get transferred to them.

- Gross sales are inclusive of excise duty and are net of sales return and trade discounts.

- Revenue on account of interest received is recognized on a time proportion basis taking into account the amount outstanding based on interest rates implicit in the transaction.

i) expenditure:

Expenses are accounted for on an accrual basis and provisions are made for all known losses and liabilities.

notes on Financial Statements (Continued)

33


j) Foreign Currency transactions:

- Transactions denominated in foreign currency are accounted at the exchange rate prevailing at the date of transaction.

- Current Assets and Current Liabilities outstanding at the Balance Sheet date are converted at the exchange rate prevailing at the year end and the resultant gain/loss is considered to revenue.

k) retirement Benefits:

Employee benefits include provident fund, superannuation fund, gratuity fund and unavailed leaves.

defined contribution plans

The Company’s contribution to provident fund, superannuation fund, employee state insurance corporation etc. are considered as defined contribution plans and are charged as an expense as it falls due based on the amount of contribution required to be made.

defined benefit plans

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service.

long-term employee benefits

Unavailed leaves which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

l) taxes on income:

- Provision for tax comprises current tax and deferred tax.

- The provision for current income tax is based on the estimated taxable profit for the year.

The tax filings are subject to review by the tax authorities in the jurisdictions where the Company conducts business. These reviews may result in assessments of additional taxes that are resolved with the authorities or potentially through the courts. Resolution of these matters involves some degree of uncertainty; accordingly, the Company provides income taxes for the liabilities it believes will ultimately result from the proceedings.

- Deferred income tax reflects the impact of current years timing differences between taxable income/losses and the accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In respect of carry forward losses and unabsorbed depreciation, deferred tax assets are recognized only to the extent there is virtual certainty that sufficient future taxable income will be available against which such losses can be set off.



34

m) Provisions and Contingent liabilities:

A provision is recognised when there is a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation and in respect of which a reliable estimate can be made. A disclosure as a contingent is made when there is a possible obligation or a present obligations that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

n) earnings Per Share - Basic:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue and share split.

o) impairment of assets:

Based on tests for impairment on an annual basis in the carrying amount of assets, the Company accounts for:

- provision for impairment loss; if any, or

- the reversal, if any, of such loss recognized in previous periods. Figures in `Particulars as at

June 30, 2013 as at

June 30, 2012 3 Share CaPital:

authoriSed:1,00,00,000 (Previous Year: 65,00,000) Equity Shares of ` 10 each

100,000,000 65,000,000

iSSued, SuBSCriBed and Paid uP:60,46,700 (Previous Year 60,46,700) Equity shares of ` 10 eachfully paid up 60,467,000 60,467,000 total 60,467,000 60,467,000

i) reconciliation of number of equity Shares and amount outstanding:Particulars 2012-13 2011-12

nos. amount nos. amount Shares outstanding as at the beginning of the year

6,046,700 60,467,000 6,046,700 60,467,000

Shares outstanding as at the end of the year

6,046,700 60,467,000 6,046,700 60,467,000

ii) rights, Preferences and restrictions attached to each class of shares:The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.


35


iii) Shares in the Company held by each shareholder holding more than 5% shares:Figures in `

name of shareholderas at June 30, 2013 as at June 30, 2012

number of Shares

Percentage of Shares held

number of Shares

Percentage of Shares held

Mount Shivalik Breweries Ltd. 630,600 10.43% 617,971 10.22%Mount Shivalik Packaging Pvt. Ltd. 418,617 6.92% 395,430 6.54%Baldev Dutt Bali 428,139 7.08% 420,369 6.95%Nita Rani Bali 339,446 5.61% 339,446 5.61%Kamal Dutt 318,664 5.27% 318,664 5.27%Dilip Kumar Lakhi 372,816 6.17% 372,816 6.17%

4 reServeS and SurPluS:a) Capital reserve

Balance as at the beginning and at the end of the year

1,500,000 1,500,000

b) General reserve:Balance as at the beginning and at the end of the year

94,000,000 94,000,000

c) Surplus/(deficit) in Statement of Profit and loss:Balance as at the beginning of the year (128,815,085) (34,358,859)Add : Loss for the year (70,994,387) (94,456,226)Balance as at the end of the year (199,809,472) (128,815,085)total (104,309,472) (33,315,085)

5 lonG-terM BorroWinGS:term loans: Secured*- From Banks 15,957,529 38,875,940 - From Others 1,947,276 17,904,805 5,113,409 43,989,349 unsecured:Public Deposits - 1,283,000 total 17,904,805 45,272,349 * Refer Note No. 35 for terms of repay-ment and security provided.

6 other lonG-terM liaBilitieS:Security Deposit Received 201,290,000 76,265,000 total 201,290,000 76,265,000

7 lonG-terM ProviSionS:Provision for employee benefits:- For Unavailed leaves 3,550,735 3,119,981 total 3,550,735 3,119,981



36

Figures in `as at June 30, 2013 as at June 30, 2012

8 Short-terM BorroWinGS:(Loans repayable on demand)Secured (From a Bank):Cash Credit* 106,196,879 111,632,374 unsecured:From Other Parties 10,000,000 10,000,000 Public Deposits - 10,000,000 10,206,950 20,206,950 total 116,196,879 131,839,324 *Secured against hypothecation of stock of raw material, stock -in-process, finished goods, stores and spares, consumables, packing materials and entire receivables and collaterally secured by the company's fixed assets including equitable mortgage of factory land and building (Guaranteed by three Directors).

9 trade PaYaBleS:(other than Micro enterprises and Small enterprises) *- Acceptances 29,200,000 24,101,587 - Other Trade Payables 214,952,045 197,461,474 total 244,152,045 221,563,061 * Refer Note No. 34

10 other Current liaBilitieS:Current Maturities of long-term borrowings: term loans: Secured*- From Banks 34,126,023 34,182,409 - From Others 2,712,806 36,838,829 2,467,744 36,650,153 unsecured:Public Deposits ** 1,283,000 5,498,000 Interest accrued and due on borrowings 108,396 916,739 Interest accrued but not due on borrowings 265,136 1,028,385 Advance from Customers 4,080,806 9,731,553 Unpaid Dividend 976,656 974,096 Other payables:- Statutory Liabilities 44,029,362 82,996,275 - Contractually reimbursable expenses 22,646,846 5,132,922 - Payables on account of purchase of

fixed assets 429,102 1,812,885

- Due to Directors 715,428 474,654 - Due to Employees 1,677,617 2,036,066 - Other Current Liabilities 31,800,900 82,477,475 total 144,852,078 229,729,203 * Refer Note No. 35 for terms of repayment and security provided.** Includes ` Nil (Previous year ` 13,00,000) received as Deposit from Directors.

11 Short-terM ProviSionS:Provision for employee benefits:- For Unavailed leaves 741,793 382,954 - For Gratuity 835,717 1,555,189 - For Superannuation 1,259,537 949,500 - For Bonus 4,950,202 4,002,639 total 7,787,249 6,890,282


37


FiXe

d a

SSet

S:

Figu

res

in `

desc

ript

ion

Gros

s Bl

ock

depr

ecia

tion

/ am

ortis

atio

nn

et B

lock

as a

t Ju

ly 1

, 20

12

add

ition

s du

ring

the

year

dedu

ctio

ns

duri

ng th

e ye

ar

as a

t Ju

ne 3

0,

2013

as a

t Ju

ly 1

, 20

12

For t

he

year

dedu

ctio

nsas

at

June

30,

20

13

as a

t Ju

ne 3

0,

2013

as a

t Ju

ne 3

0,

2012

12

tan

GiBl

e aS

SetS

:La

nd -

Free

hold

7,2

80,7

39

- -

7,2

80,7

39

- -

- -

7,2

80,7

39

7,2

80,7

39

Build

ings

55

,155

,469

9

9,97

6 -

55,2

55,4

45

20,6

38,0

27

1,7

13,2

55

- 2

2,35

1,28

2 3

2,90

4,16

3 3

4,51

7,44

2 Bu

ildin

g (R

enov

atio

n) *

28,

590,

113

7,1

15,9

35

8,0

66,8

99

27,

639,

149

11,

719,

846

4,6

46,3

01

8,0

66,8

99

8,2

99,2

48

19,

339,

901

16,

870,

267

Plan

t and

Equ

ipm

ent

239,

386,

665

18,

004,

142

615

,876

256

,774

,931

119

,166

,197

1

3,89

2,94

4 2

48,8

18 1

32,8

10,3

23 1

23,9

64,6

08

120,

220,

468

Furn

iture

and

Fix

ture

s 3

9,71

2,17

3 7

,711

,350

7

,000

4

7,41

6,52

3 1

3,44

0,58

9 3

,355

,140

7

,000

1

6,78

8,72

9 3

0,62

7,79

4 2

6,27

1,58

4 Ve

hicl

es 4

3,93

4,34

0 -

10,

128,

448

33,

805,

892

22,

402,

067

2,9

22,0

92

4,5

15,5

79

20,

808,

580

12,

997,

312

21,

532,

273

Offic

e eq

uipm

ent

18,

919,

954

2,3

46,3

95

28,

989

21,

237,

360

5,7

66,0

74

936

,612

2

8,98

9 6

,673

,697

1

4,56

3,66

3 1

3,15

3,88

0 Co

mpu

ters

6,5

73,4

78

296

,687

1

41,0

00

6,7

29,1

65

5,1

35,3

80

526

,711

1

41,0

00

5,5

21,0

91

1,2

08,0

74

1,4

38,0

98

Elec

tric

Inst

alla

tions

12,

270,

884

424

,802

8

13,2

88

11,

882,

398

5,9

46,0

29

548

,298

8

13,2

90

5,6

81,0

37

6,2

01,3

61

6,3

24,8

55

tota

l45

1,82

3,81

5 3

5,99

9,28

7 1

9,80

1,50

0 46

8,02

1,60

2 20

4,21

4,20

9 2

8,54

1,35

3 1

3,82

1,57

5 21

8,93

3,98

7 24

9,08

7,61

5 24

7,60

9,60

6 Pr

evio

us Ye

ar43

6,53

1,77

1 2

2,93

2,46

5 7

,640

,421

451

,823

,815

170

,703

,489

3

4,17

1,76

8 6

61,0

48 2

04,2

14,2

09

* Thi

s co

mpr

ises

exp

endi

ture

on

reno

vatio

n to

pre

mis

es n

ot o

wne

d by

the

Com

pany

for o

ffice

and

for c

ondu

ct o

f bus

ines

s of

bee

r bar

and

rest

aura

nt.

13in

tan

GiBl

e aS

SetS

:Tr

ade

Mar

ks 1

,224

,600

-

- 1

,224

,600

1

,224

,600

-

- 1

,224

,600

-

- to

tal

1,2

24,6

00

- -

1,2

24,6

00

1,2

24,6

00

- -

1,2

24,6

00

- -

Prev

ious

Year

1,2

24,6

00

- -

1,2

24,6

00

1,2

24,6

00

- -

1,2

24,6

00

14Ca

Pita

l W

ork-

in-P

roGr

eSS:

Capi

tal W

ork-

in-P

rogr

ess

7,3

28,7

43

21,

586,

060

not

es o

n Fi

nanc

ial S

tate

men

ts (C

ontin

ued)


38

Figures in `Particulars as at June 30, 2013 as at June 30, 2012 15 non-Current inveStMentS:

(Long-term, trade, unquoted)1,66,000 (Previous year 1,66,000) fully paid equity shares of ` 10 each of Anne Pinketron (India) Pvt. Ltd.

8,300,000 8,300,000

less: Provision for Diminution in value of Investments

8,300,000 - 8,300,000 -

total - -

as at June 30, 2013

Movement during the year

as at June 30, 2012

16 deFerred taX aSSetS:deferred tax asset:Provision for doubtful advances 265,970 (49,599) 315,569 Provision for doubtful debts 1,804,228 62,471 1,741,757 Employee Benefits 2,285,898 2,285,898 - Brought forward business losses 105,043,722 30,740,942 74,302,780

109,399,818 33,039,712 76,360,106 deferred tax liability:Related to Fixed Assets 26,644,383 (1,417,126) 28,061,509 deFerred taX aSSetS (net) 82,755,435 34,456,838 48,298,597

17 lonG-terM loanS and advanCeS:(unsecured, Considered good):Capital Advances 2,528,107 3,160,082 Security Deposits 13,859,442 12,180,743 Advance Income Tax 3,037,065 4,640,000 (net of provisions of ` 10,00,000 : Previous Year ` 29,40,000)total 19,424,614 19,980,825

18 inventorieS:(As taken, valued and certified by the management)(Refer Note 2(g) of Significant Accounting Policies)Raw Materials 2,781,766 3,954,677 Other materials 15,159,948 19,718,701 Work-in-Progress 11,705,216 11,102,527 Finished goods 34,489,110 46,426,239 Stores and spares 7,119,398 10,541,864 Others (Restaurant's Cutlery and Miscellaneous)

1,301,133 1,439,592

total 72,556,571 93,183,600


39


Figures in `Particulars as at June 30, 2013 as at June 30, 2012 19 trade reCeivaBleS:

(unsecured, Considered good unless other-wise specified):Trade receivables outstanding for a period exceeding six months from the date they were due for payment - Considered good 12,189,118 16,783,926 - Considered doubtful 5,560,882 5,368,338

17,750,000 22,152,264 Less: Provision for doubtful trade receivables 5,560,882 5,368,338

12,189,118 16,783,926 Other trade receivables- Considered good 190,813,244 241,819,038 total 203,002,362 258,602,964

20 CaSh and CaSh eQuivalentS:Cash and cash equivalents:Balances with banks in Current Accounts 3,566,777 2,214,309 Cash on hand 7,738,359 9,337,669 other Banks Balances:Fixed Deposit having maturity more than 3 months but less than 12 months

- 2,134,449

In earmarked accounts-Unpaid Dividend 976,656 974,096 Fixed Deposit held as margin money / security against the guarantees

2,985,959 6,425,959

total 15,267,751 21,086,482

21 Short-terM loanS and advanCeS:(Unsecured, Considered good unless otherwise specified):Loans and advances to employees 439,902 531,784 Prepaid Expenses 6,054,078 4,854,006 Balances with Statutory/Government Authori-ties:- Bottling Fee Recoverable 655,104 4,468,231 - Vat Recoverable 964,807 36,629 - Excise Duty Deposit 5,453,441 10,446,854 - Import Fee Deposit - 7,073,352 1,840,091 16,791,805 Advances to suppliers Considered good 28,062,667 7,226,828 Considered doubtful 819,755 972,626

28,882,422 8,199,454 Less : Provision for doubtful advances 819,755 28,062,667 972,626 7,226,828 total 41,629,999 29,404,423

22 other Current aSSetS:accruals:- Interest accrued on deposits 658,367 488,153 others:- Gratuity Recoverable 42,058 62,273 - Insurance claims receivables - 1,528,132 - TDS Recoverable from parties 137,804 - total 838,229 2,078,558



40

Figures in `Particulars Year ended

June 30, 2013 Period ended June 30, 2012

23 revenue FroM oPerationS:a) Sale of Productsi) Manufactured goods

Sale of Beer 1,258,896,812 1,777,955,596 Less : Excise Duty 515,541,350 651,548,780

743,355,462 1,126,406,816 ii) Traded goods and Hospitality Division

Sale of Ready to eat items - 380,051 Sale of Food items (Restaurant) 23,712,024 28,113,858

767,067,486 1,154,900,725 b) Sale of Services

Bar Tendering at Hospitality Division 128,482 968,359 c) other operating revenues

Sale of scrap 5,962,223 22,037,972 Bottling Residual Proceeds 17,877,705 - total 791,035,896 1,177,907,056

24 other inCoMe:Interest income :On Fixed Deposits with Bank 528,695 410,908 On income tax refund 91,061 1,074,139 On sales tax refund 25,795 46,505

645,551 1,531,552 Other non-operating income:Profit on sale of fixed assets - 29,229 Unclaimed Balances Written back 2,020,358 1,470,652 Provision of Doubtful Debts / Advances Written Back

855,315 -

Excess provision of gratuity written back 995,117 - Difference in Exchange 30,130 - Miscellaneous income 578,200 1,570,004

4,479,120 3,069,885 total 5,124,671 4,601,437


41




25 CoSt oF MaterialS ConSuMed:Raw materials consumed:Opening Stock 3,954,677 3,871,857 Add : Purchases 125,834,541 197,532,010

129,789,218 201,403,867 Less :Closing Stock 2,781,766 3,954,677 Cost of raw materials consumed 127,007,452 197,449,190

Other materials consumed:Opening Stock 19,718,701 47,549,356 Add : Purchases 229,781,686 470,808,171

249,500,387 518,357,527 Less :Closing Stock 15,159,948 19,718,701 Cost of other materials consumed 234,340,439 498,638,826 total 361,347,891 696,088,016

26 ChanGeS in inventorieS oF FiniShed GoodS and Work-in-ProGreSS:Closing Stock:Finished goods 34,489,110 46,426,239 Work-in-progress 11,705,216 11,102,527

46,194,326 57,528,766 less : opening Stock:Finished goods 46,426,239 27,149,271 Work-in-progress 11,102,527 10,794,925

57,528,766 37,944,196 total 11,334,440 (19,584,570)

27 eMPloYee BeneFitS eXPenSe: Salaries, wages, allowances and bonus 44,457,424 53,952,371

Contribution to provident fund and other funds 4,651,285 7,796,936

Staff Welfare 3,869,339 3,729,539

total 52,978,048 65,478,846

28 FinanCe CoStS: Interest expense 42,229,732 45,098,215 Other borrowing costs 409,537 1,127,023 total 42,639,269 46,225,238



42



29 other eXPenSeS:Power and fuel 32,760,157 40,602,445 Rates and taxes 102,730,349 138,408,775 Freight and forwarding 85,977,496 139,283,262 Royalty Charges 881,015 1,471,857 Labour and Processing Charges 13,405,609 23,388,895 Electricity expenses 1,296,996 3,517,310 Legal and professional charges 10,718,843 3,103,611 Vehicle running and maintenance 3,917,569 4,415,414 Directors' fee 44,000 55,000 Rent 13,800,121 13,538,775 Repairs and maintenance:- Building 915,301 1,153,957 - Plant and machinery 4,864,380 5,886,945 - Others 2,262,335 2,593,013 Insurance Charges 1,803,810 2,510,024 Postage and Communications expenses 2,647,769 3,135,505 Travelling and conveyance 14,643,177 19,193,314 Printing and stationery 941,230 968,383 Commission on sales 5,432,860 10,129,547 Rebate and schemes 58,370,023 42,884,720 Sales promotion 17,290,753 13,125,045 Breakage and Samples 3,436,586 4,521,122 Remuneration to auditors (Including service tax):- As auditor 321,163 310,175 - For taxation matters 57,210 55,150 - For certification 42,698 59,956 - For quarterly / half yearly review 140,450 136,815 - For reimbursement of expenses 13,679 16,719 Bad debts written off 2,622,589 609,885 Loss on Sale of Fixed Assets (net) 3,460,996 67,427 Provision for doubtful debts 791,988 3,587,764 Provision for doubtful advances 103,000 80,864 Provision for Diminution in investments - 786,100 Miscellaneous expenses 19,076,639 21,807,734 total 404,770,791 501,405,508


43




30 ContinGent liaBilitieS and CoM-MitMentS:Contingent liabilities:- Outstanding Bank Guarantees 1,000,000 1,100,000 Commitments- Estimated amount of contracts

remaining to be executed on capital account and not provided for

589,259 - 31 excise duty:

Liability towards excise duty on the company's products (beer) is the primary responsibility of the purchaser in whose favour the goods are released and is applicable to the state in which the goods are intended for sale/consumption. Provision has, therefore, not been made in respect of excise duty liability and uncleared/undespatched finished goods lying as at the year-end in factory/in bond. Such duty is also not determinable as it varies according to the states to which goods are despatched for sale. Even otherwise, the non-provision of such liability has no effect on the net profits for the year or on the Net Current Assets as at the year-end.

32 ForeiGn CurrenCY tranSaCtionS:a) value oF iMPortS CalCulated on

C.i.F. BaSiS:- Purchase of Raw Materials 2,135,550 4,524,456 - Purchase of Capital Goods 3,666,335 -

b) eXPenditure in ForeiGn Cur-renCY:- Foreign Travel (Currency Purchased) 764,103 1,503,079 - Purchase of capital goods (Through

credit cards) 231,767 -

- Others 1,218,653 1,885,162

33 value oF iMPorted/indiGenouS MaterialS ConSuMed:

Particulars Year ended June 30, 2013 Period ended June 30, 2012% age amount % age amount

a) raw Materials ConsumedImported 3.49 4,434,773 2.86 5,642,838 Indigenous 96.51 122,572,679 97.14 191,806,352

100.00 127,007,452 100.00 197,449,190

b) other materials Consumed (indigenous)

100.00 234,340,439 100.00 498,638,826

100.00 234,340,439 100.00 498,638,826

34 There are no amounts payable to Micro, Small and Medium Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Com-pany. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the current year. This information has been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the Auditors.



44

35 detailS oF terMS oF rePaYMent For lonG-terM BorroWinGS and SeCuritY Provided:Figures in `

S. no.

Particulars rate of interest (Per annum)

terms and Conditions of repayment and security provided

as at June 30,

2013

as at June 30,

2012term loans:(a) From Banks:1 Oriental Bank of Commerce

Loan for acquisition of new Plant and Machinery and other assets.

14.25% to 14.90% (Previ-ous year 16%)

Secured against hypothecation of new Plant and Machinery and other assets acquired (Guaranteed by three Directors). Repayable in 4 (Previous year 7) equal quarterly instalments.

4,440,000 7,770,000

Loan for acqui-sition of new Machinery.

13.75% to 14.90% (Previous year 15\%)

Secured against hypothecation of new Machinery acquired (Guaranteed by three Directors). Repayable in 4 (Previous year 7) equal quarterly instalments.

4,501,168 8,421,168

Creation of a pool of brand embossed bot-tles.

15.25% to 14.90% (Previ-ous year 16%)

Secured against the first charge on the entire fixed assets of the Company. (Guaranteed by three Directors). Repayable in 19 (Previous year 27) equal monthly instalments.

40,451,612 55,862,000

2 HDFC Bank Ltd.Loan for purchase of Vehicles (2 Loans)

12.50% to 13% (Previous year 12.50% to 13%)

Secured by Hypothecation of Specific Vehicles Repayable in 22 (Previous year 34) equal monthly instalments in all cases.

690,772 1,005,181

total (a) 50,083,552 73,058,349 (b) From others:1 Tata Capital Ltd.

Loan for purchase of Vehicles (7 Loans)

16% (Previous year 16%)

Secured by Hypothecation of Specific Vehicles Repayable in 19 (Previous year 31) equal monthly instalments in all cases.

3,662,864 6,112,125

2 Kotak Mahindra Prime Ltd.Loan for purchase of Vehicles (3 Loans)

12.01% to 12.78% (Previous year 12.01% to 12.78%)

Secured by Hypothecation of Specific Vehicles Repayable in 11 to 44 (Previous year 23 to 56) equal monthly instalments.

997,218 1,469,028

total (b) 4,660,082 7,581,153 total (a+b) 54,743,634 80,639,502


45


36 additional inForMation: PartiCularS oF MaterialS ConSuMed, ManuFaCtured GoodS and traded GoodS:

Figures in `

ParticularsYear ended

June 30, 2013Period ended June 30, 2012

Consumptiona) Materials Consumed:

raw Materials- Barley Malt 79,935,133 133,419,106 - Rice, Maize/Rice Flakes 19,403,695 26,543,275 - Sugar 15,700,212 22,635,687 - Hops (Pellets/Extracts) 4,432,824 7,051,679 - Others 7,535,588 7,799,443

127,007,452 197,449,190 other Materials consumed 234,340,439 498,638,826 total 361,347,891 696,088,016

Particulars Sales Closing inventory

opening inventory

b) Manufactured goodsBeers 743,355,462 34,489,110 46,426,239

(1,126,406,816) (46,426,239) (26,423,842)Others 47,680,434 -

(51,120,189) - total (a) 791,035,896 34,489,110 46,426,239

(1,177,527,005) (46,426,239) (26,423,842)iv traded goods

Ready to eat and Spices - - - (380,051) - (725,429)

total (B) - - - (380,051) - (725,429)

total (a+B) 791,035,896 34,489,110 46,426,239 (1,177,907,056) (46,426,239) (27,149,271)

note: Figures in brackets represents Previous period figures.

37 eMPloYee BeneFitS:The Company has provided various benefits to employees as under :

i) employee Contribution PlansContribution to:a) Provident fund b) Superannuation fundc) Employee's state insurance corporation d) Other benefits

ii) defined Benefit Plans:a) Gratuity b) Unavailed Leaves

in accordance with aS - 15 (revised 2005), actuarial valuation was done in respect of the aforesaid defined

benefit plans and details of the same are given below :



46

Figures in `

ParticularsGratuity (Funded) unavailed leaves (unfunded)

Year endedJune 30, 2013

Period ended June 30, 2012


Period ended June 30, 2012

1 actuarial assumptionsDiscount Rate 8.50% 8.00% 8.50% 8.50%Rate of increase in compensation 6.00% 6.00% 6.00% 6.00%

2 Changes in the Present value of obligations (Pvo) PVO as at the beginning of year 5,857,218 4,438,435 3,502,935 3,401,371 Interest Cost 401,977 500,946 297,555 345,579Current Service cost 337,176 920,722 524,165 500,994Benefits Paid (228,078) (231,981) (274,393) (308,745)Actuarial (gain)/loss on obligations 331,406 229,096 242,266 (436,264)Pvo as at the end of year 6,699,699 5,857,218 4,292,528 3,502,935

3 Changes in the fair value of plan assetsFair Value of Plan Assets as at the be-ginning of year

5,309,685 4,363,653 - -

Expected Return on Plan Assets 456,310 542,052 - - Contributions 288 635,961 - - Benefits paid (228,078) (231,981) - - Actuarial gain/(loss) on Plan Assets 325,777 - - - Fair value of Plan assets as at the end of year

5,863,982 5,309,685 - -

4 Funded Status (835,717) (547,533) (4,292,528) (3,502,935)5 actuarial Gain/loss recognized

Actuarial (gain)/ loss for the year - Obligations"

(331,406) (229,096) (242,266) 436,264

Actuarial (gain)/ loss for the year - Plan Assets

(325,777) - - -

actuarial (gain)/ loss recognized in the year

5,629 229,096 242,266 (436,264)

6 amounts to be recognized in the Balance SheetPresent Value of obligations as at the end of year

6,699,699 5,857,218 4,292,528 3,502,935

Fair value of plan assets as at the end of the year

5,863,982 5,309,685 - -

net asset/(liability) recognized in Balance Sheet

(835,717) (547,533) (4,292,528) (3,502,935)

7 expenses recognized in Statement of Profit and loss Current Service Cost 337,176 920,722 524,165 500,994 Interest Cost 401,977 500,946 297,555 345,579 Expected Return on Plan Assets (456,310) (542,052) - - Net Actuarial (Gain)/Loss recognized in the year

5,629 229,096 242,266 (436,264)

expenses recognized in Statement of Profit and loss

288,472 1,108,712 1,063,986 410,309

8 The Plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The Details of Investments maintained by the Life Insurance Corporation are not made available to the Company and have therefore not been disclosed.


47


38 diSCloSure oF related PartieS/related PartY tranSaCtionS: In accordance with the requirements of Accounting Standard - 18 ‘ Related Party Disclosures’ the names

of the related party where control/ability to exercise significant influence exists, alongwith the aggregate amount of transactions and year end balances with them, as identified and certified by the management, are given below:

38.1 name of related parties and description of relationship

i) Key Management Personnel and their relatives:

a) - Shri B.D.Bali Chairman and Managing Director - Mrs. Nita Rani Bali (Wife) - Shri Monish Bali (Son)

b) - Shri Sanjiv Bali Managing Director - Mrs. Kavita Bali (Wife)

c) - Shri Rajiv Bali Director - Mrs. Geeta Bali (Wife)

d) - Shri K. C. Garg Director Finance - Mrs. Shashi Garg (Wife)

ii) Entities Controlled through key management personnel - Mount Shivalik Breweries Ltd. - Mount Shivalik Investments Ltd. - Mount Shivalik Hotels & Resorts Pvt. Ltd. - Ranika Investments Pvt. Ltd. - Mount Shivalik Packaging Pvt. Ltd.

38.2 Summary of transactions with related parties and outstanding balances as at June 30, 2013:Figures in `

nature of transactions Year endedJune 30, 2013

Period endedJune 30, 2012

i. transactions with key Management PersonnelMr. Sanjiv Bali- Remuneration * 5,072,962 4,927,335 - Balance payable/(recoverable) as at the year end 363,343 157,284 Mr. k. C. Garg- Remuneration * 4,662,077 4,854,973 - Balance payable/(recoverable) as at the year end 5,480 5,765 Mr. rajiv Bali- Sitting fees 18,000 14,000 * excluding provision made by the company in respect of Gratuity, Unavailed Leaves and Superannuation

ii. transactions with relatives of key Management PersonnelMr. Monish Bali- Interest on Deposits 174,343 343,561 - Balance of deposit as at the year end - 2,500,000 Mrs. nita rani Bali- Rent 600,000 750,000 Mrs. Shashi Garg- Rent 1,440,000 1,746,000



48

Figures in `

nature of transactions Year endedJune 30, 2013


iii. transactions with entities controlled through key Management PersonnelMount Shivalik Breweries limited- Purchase of goods 310,907 40,400 - Sale of goods 673,829 3,102,865 - Royalty paid 881,015 1,471,857 - Reimbursements made towards Expenses and/or

Payments made on company's behalf 441,646 262,271

- Payments collected by the company towards Expenses and/or Payments made on their behalf

778,822 840,278

- Balance payable/(recoverable) as at the year end (1,114,457) (1,207,273)- Loan given 7,000,000 - - Loan repayment collected 7,000,000 - - Loan Balance as at the end of the year. - - Mount Shivalik hotels & resorts Pvt. ltd.- Purchase of goods and services 247,026 751,151 - Reimbursements made towards Expenses and/or

Payments made on company's behalf 82,193 -

- Payments collected by the company towards Expenses and/or Payments made on their behalf

457,038 153,695

- Balance payable/(recoverable) as at the year end (287,853) 389,966

39 Segment reporting:

39.1 Business Segments

Based on the guiding principles given in Accounting Standard (AS)-17 ‘Segment Reporting’ notified by the Companies (Accounting Standard) Rules, 2006, the company’s business segment include : (i) Manufacture of and dealing in beer and (ii) Hospitality (running and maintenance of restaurants).

39.2 Geographical Segment

Since the Company’s activities / operations are primarily within the country and considering the nature of products / services it deals in, the risk and return are same and as such there is only one geographical segment.

39.3 Segment Accounting Policies

i) The generally accepted accounting principles used in the preparation of the financial statements are applied to record revenue and expenditure in individual segments.

ii) Expenses that are directly identifiable to segments are considered for determining the segment results. Expenses which relates to the company as a whole are not allocated to segments are included under unallocated corporate expenses.

iii) Segment assets and liabilities include those directly identifiable with the respective segments. Most of the assets / liabilities can be directly attributable to individual segments. Unallocated corporate assets and liabilities represents the assets and liabilities that relate to the company as a whole and

not allocable to any segment. Segment assets and liabilities do not include deferred income taxes.


49


Figures in `Segment revenue Brewery hospitality others totalGross Sales 1,264,818,818 23,880,723 - 1,288,699,541

1,799,846,557 29,229,228 380,051 1,829,455,836 other income (excluding interest income)

21,287,755 271,726 797,344 22,356,825

2,336,857 732,932 96 3,069,885 total revenue 1,286,106,573 24,152,449 797,344 1,311,056,366

1,802,183,414 29,962,160 380,147 1,832,525,721 Segment results (51,261,743) (12,172,400) (23,364) (63,457,507)

(86,741,128) (8,994,219) (847,280) (96,582,627)interest income - - - 645,551

- - - 1,531,552 (loss) / Profit before interest and tax - - - (62,811,956)

- - - (95,051,075)interest expense - - - 42,639,269

- - - 46,225,238 (loss) / Profit before tax - - - (105,451,225)

- - - (141,276,313)Provision for current taxes - - - (34,456,838)- deferred tax - - - (46,820,087)(loss) / Profit after tax - - - (70,994,387)

- - - (94,456,226)other informationSegment assets 514,085,514 95,050,370 - 609,135,884

600,339,146 93,052,451 140,921 693,532,518 Segment liabilities 728,823,079 6,910,712 - 735,733,791

708,544,611 6,017,553 117,036 714,679,200 Capital expenditure (incl. CWiP & Capi-tal advances)

(489,047) 1,797,542 - 1,308,495 (10,106,259) 10,163,493 - 57,234

depreciation / amortisation 19,086,398 9,454,955 - 28,541,353 23,539,897 10,631,871 - 34,171,768

note : Previous period figures are indicated in italics. Figures in bracket represents negative figures.



40 earninGS/(loSSeS) Per eQuitY Share :(FaCe value oF ` 10 eaCh):No. of shares as at the beginning of the year 6,046,700 6,046,700 No. of shares as at the year end 6,046,700 6,046,700 Weighted Average Number of Shares Outstanding during the year

6,046,700 6,046,700

Net Profit/(Loss) for the year / period * (70,994,387) (94,456,226)*Earnings / (Losses) per share (Basic and Diluted)

(11.74) (15.62)#

(# not annualised)



50

41 As at the year end, the net worth of the Company has been adversely affected due to the accumulated losses having exceeded the paid up capital. The management has taken effective remedial significant steps consequent upon which there is a reversal of the trend which would also involve positive & sustainable cash inflows. Considering the nature of the predominant business, such steps include upward renegotiation of prices with the buyers being the State Governments. On account of the initiatives taken, the management considers that the status of the year-end net worth does not have effect on the accounts being drawn up on the basis of a going concern and the financial statements have been drawn up accordingly.

42 In the opinion of the Board, all the assets (other than fixed assets) have a value on realisation in the ordinary course of business at least to the amount at which they are stated in the Balance Sheet.

43 The financial year for the previous period consists of 15 months from April 1, 2011 to June 30, 2012; accordingly, previous period figures are not comparable with the current year’s figures. Previous period’s figures have been regrouped / reclassified / restated wherever necessary to correspond with the current year’s classification / disclosure.












51


Mount Shivalik induStrieS liMited regd. office: 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti,

Tehsil Bahror, Distt. Alwar (Rajasthan)

attendanCe SliP

L. F. No.: ______________ No. of Shares: _________________

DP Id. No.*: ______________ Client Id. No.*: _________________

S. no. name(s) (In full) Father/husband’s name address

1

2

3

I / We hereby record my / our presence at the 20th Annual General Meeting of Mount Shivalik Industries Ltd. being held on Monday, the 30th December 2013 at 3.00 P.M., at the registered office of the Company, at 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti, Tehsil Bahror, Distt. Alwar (Rajasthan).

Signature of Shareholder (s) / Proxy**:

1). ____________________ 2). ____________________ 3). ____________________

Date: ________/________/2013

* Applicable for investors holding shares in electronic form.

** Strike out whichever is not applicable.

noteS:

1. Members or their Proxies are requested to complete this slip and hand it over at the entrance, duly signed in accordance with their specimen signature registered with the Company. The admission will, however, be subject to verification of signatures and such other checks, as may be necessary. Under any circum-stances no duplicate slip will be issued at the entrance to the meeting hall.

2. no Gifts/Coupons will be distributed at the meeting.


52

Mount Shivalik induStrieS liMited regd. office: 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti,

Tehsil Bahror, Distt. Alwar (Rajasthan)

ProXY ForM

L. F. No.: ______________ No. of Shares: _________________

DP Id. No.*: ______________ Client Id. No.*: _________________

S. no. name(s) (In full) Father/husband’s name address

1

2

3

I / We being a member / members of the above named Company hereby appoint _________________________________ of ____________________________ as my / our Proxy to vote on my/our behalf at the 20th Annual General Meeting of the Company to be held on Monday, the 30th December 2013 at 3.00 P.M., at the registered office of the Company at 140th Milestone, (Delhi-Jaipur) National Highway No. 8, Village Gunti, Tehsil Bahror, Distt. Alwar (Rajasthan) and at any adjournment thereof.

Signature of Shareholder (s)

1). ________________________________________________________

2). ________________________________________________________

3). ________________________________________________________

Date: ________/________/2013

* Applicable for investors holding shares in electronic form.

noteS:

1. The Proxy form duly filled in and stamped must be returned so as to reach the registered office of the Company not less than 48 hours before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.

AffixRevenueStamp

PDF processed with CutePDF evaluation edition · Mr. Rajiv Bali Director Mr. Kamal Dutt Director...

Documents

Transcript of PDF processed with CutePDF evaluation edition · Mr. Rajiv Bali Director Mr. Kamal Dutt Director...