Memwl Ar 2011-12

MOUNT EVEREST MINERAL WATER LIMITED
Twenty first annual report 2011-2012
Contents
Corporate Information ............................................................................................................. 02 Notice .............................................................................................................................................. 03 Directors Report & Annexures .............................................................................................. 09 Management Discussion & Analysis ................................................................................... 13 Report on Corporate Governance ....................................................................................... 15 Auditors Report .......................................................................................................................... 27 Balance Sheet .............................................................................................................................. 30 Profit & Loss Account ............................................................................................................... 31 Cash Flow Statement ................................................................................................................ 32 Notes forming part of the Financial Statements .......................................................... 34

CORPORATE INFORMATION
Board of Directors
P T Siganporia (Chairman) Salim Govani** Vinod Sethi** Ajoy K Misra Pradeep Mallick*** Joseph Kodianthara** Ajit Shah Ranjit Barthakur V Subramanian Suresh Borkar* Pradeep Poddar (Managing Director) * Retired w.e.f. December 19, 2011 ** Resigned w.e.f. May 03, 2012 *** Resigned w.e.f. May 11, 2012 A P K Chettiar (General Manager - Legal & Company Secretary)
Auditors
SNB Associates Chartered Accountants
Bankers
HDFC Bank Limited State Bank of India The Hongkong & Shanghai Banking Corporation Limited
Registrar & Share Transfer Agent

Skyline Financial Services Pvt. Ltd. D-153A, 1st Floor, Phase I, Okhla Industrial Area, New Delhi 110 020
Registered Office & Works

Village Dhaula Kuan, District Sirmour 173 025, Himachal Pradesh
Corporate Office
Mount Everest Mineral Water Limited New Excelsior Building, 4th Floor, A K Nayak Marg, Fort, Mumbai 400 001. Tel. : 91 22 66366700; Fax: 91 22 66366727
NOTICE
Notice is hereby given that the Twenty First Annual General Meeting of Mount Everest Mineral Water Limited will be held on August 3, 2012 at 3.30 p.m. at Village Dhaula Kuan, District Sirmour 173 025, Himachal Pradesh to transact the following business:Ordinary Business 1. 2. 3. 4. 5. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2012, and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon. To appoint a Director in place of Mr P T Siganporia, who retires by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Mr Ajoy K Misra, who retires by rotation and being eligible offers himself for re-appointment. To appoint Auditors and fix their remuneration. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED that in partial modification of Resolution No 2 passed by the Members at the Extra Ordinary General Meeting of the Company held on January 15, 2008 and in accordance with the provisions of Sections 198, 269, 309, 310 and other applicable provisions, if any, of the Companies Act, 1956, (the Act), read with the Schedule XIII to the Act, as amended or re-enacted from time to time, the Company hereby approves the revision in the terms of the remuneration of Mr Pradeep Poddar, Managing Director, with effect from April 1, 2012 for the remainder of the tenure of his contract as set out in the explanatory statement annexed to the Notice convening this Meeting. RESOLVED FURTHER that the Board of Directors (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution. 6. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED that pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act) read with Schedule XIII of the Act, as amended or re-enacted from time to time, the Company hereby approves the re-appointment and terms of remuneration of Mr Pradeep Poddar as Managing Director of the Company for the period August 22, 2012 to August 21, 2017 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with liberty to the Board of Directors (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the said re-appointment, in such manner as may be agreed to between the Board and Mr Poddar. RESOLVED FURTHER that the Board be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution. BY ORDER OF THE BOARD A P K Chettiar General Manager (Legal) & Company Secretary Place: Mumbai Date : June 26, 2012 Registered Office : Village Dhaula Kuan District Sirmour 173 025 Himachal Pradesh
Special Business

NOTES 1. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the business under Item Nos. 5 and 6 set out above and details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of Directors seeking re-appointment and for the re-appointment of the Managing Director at the Annual General Meeting, are annexed hereto. 2. A Member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a Member of the Company. Proxies, in order to be effective must be received at the Companys Registered office not less than forty eight hours before the Meeting. Proxies submitted on behalf of limited companies, societies, partnership firms etc. must be backed by appropriate resolution/authority as applicable, issued by the member organization. The Register of Members and Share Transfer Book of the Company will remain closed from July 28, 2012 to August 3, 2012 (both days inclusive). Proxy Form and Attendance slips are enclosed. Members holding shares in physical form are requested to advice any change of address immediately to Companys Registrar and Share Transfer Agent, Skyline Financial Services Private Limited. Members holding shares in the dematerialized mode are requested to intimate all changes with respect to their bank details, mandate, nomination, power of attorney, change of address, change in name, etc. to their respective Depository Participant (DP). These changes will be automatically reflected in Companys records, which will help the Company to provide efficient and better service to the Members. Members holding shares in a single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination forms can be obtained from the Companys Registrar and Share Transfer Agent. Pursuant to SEBI notification no.MED/DOP/CIR-05/2009 dated May 20, 2009, it has become mandatory for the transferee(s) to furnish copy of PAN Card to the Company/RTA for transfer of shares in physical form. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively), has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents with its shareholders through an electronic mode. A recent amendment to the Listing Agreement with the Stock Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their e-mail addresses for receiving electronic communications.
3. 4. 5.
6.
7. 8.
DETAILS OF DIRECTORS RETIRING BY ROTATION AT THIS ANNUAL GENERAL MEETING

Name of the Director Date of Birth Date of Appointment Qualifications No. of shares of the Company held Expertise in Specific functional areas Mr P T Siganporia 25.02.1951 22.08.2007 B.Sc., PGDBM Nil Vast and rich experience in Management and Corporate strategies - Tata Global Beverages Limited - Tata Coffee Limited Mr Ajoy K Misra 25.04.1957 22.08.2007 B.E.(Civil), MBA Nil Vast and rich experience in Management and Corporate strategies - Tata Global Beverages Limited - Nourishco Beverages Limited
List of Directorships held in other companies. Chairman / Member of the Committees of the Boards of other companies in which he is Director as on March 31, 2012
Nil
Nil
* Other Directorships/Committee memberships exclude Directorships in private/foreign companies and companies incorporated under Section 25 of the Companies Act, 1956.
EXPLANATORY STATEMENT
Pursuant to Section 173 (2) of the Companies Act, 1956 (the Act), the following Explanatory Statement sets out the material facts relating to the Special Business mentioned in the accompanying Notice dated June 26, 2012. Item Nos. 5 and 6 Mr Pradeep Poddar was appointed as the Managing Director of the Company for a period of five years with effect from August 22, 2007 on the terms and conditions and remuneration as approved by the Members at the Extra Ordinary General Meeting held on January 15, 2008. The terms of Remuneration were also approved by the Central Government. The Remuneration Committee of Directors at its meeting held on May 30, 2012 considered, reviewed and recommended to the Board the increase in remuneration of Mr Poddar from the existing slab of `230,000/- to `400,000/- to the new slab of ` 400,000/- to ` 600,000/- and also his re-appointment for a period of five years commencing from August 22, 2012. The Board vide a Circular Resolution dated June 25, 2012 has approved the increase in salary of Mr Poddar from the existing slab of `230,000/- to `400,000/- to the new slab of `400,000/- to `600,000/- with effect from April 1, 2012 and have also reappointed him as the Managing Director of the Company for a period of five years with effect from August 22, 2012, subject to the approval of the Members. The main terms and conditions relating to the reappointment of Mr Poddar as Managing Director (MD), are as follows: (1) (2) Tenure of Agreement: For a period of 5 years commencing from August 22, 2012. Nature of duties: The MD shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of any one or more of its associated companies and/or subsidiaries, including performing duties as assigned by the Board from time to time by serving on the boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company. a) Remuneration: Salary: `410,300/- per month in the scale of `400,000/- to `600,000/- with annual increments effective 1st April every year as may be decided by the Board, based on merit and taking into account the Companys performance. Incentive remuneration, if any, and/or commission based on certain performance criteria to be laid down by the Board. The benefits, perquisites and allowances will be determined by the Board from time to time. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year, the Company has no profits or its profits are inadequate, the Company will pay remuneration for a period not exceeding 3 years by way of salary, incentive remuneration, perquisites and allowances, as specified above. The MD shall not become interested or otherwise concerned, directly or through his spouse and/or children, in any selling agency of the Company.
(3)
b)
(4)
(i)
(ii) The terms and conditions of the said appointment of the MD may be altered and varied from time to time by the Board as it may, in its discretion deem fit, within the maximum amounts payable to the MD, in accordance with the provision of the Act or any amendments made hereafter in this regard and subject to such approvals as may be required. (iii) This appointment may be terminated by either party by giving to the other party six months notice of such termination or the Company paying six months remuneration in lieu thereof.

(iv) The employment of the MD may be terminated by the Company without notice or payment in lieu of Notice: (a) If the MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required by the Agreement to render services; or (b) In the event of any serious repeated or continuing breach (after prior warning) or non-observance by the MD of any of the stipulations contained in the agreement to be executed between the Company and the MD; or (c) In the event the Board expresses its loss of confidence in the MD. (v) Upon the termination by whatever means of the MDs employment: (a) The MD shall immediately tender his resignation from offices held by him in any subsidiary or associated company and other entities without claim for compensation for loss of office. (b) The MD shall not without the consent of the Company at any time thereafter represent himself as connected with the Company or any of its subsidiaries or associated companies. (vi) The MD is being appointed by virtue of his employment in the Company and his appointment is subject to the provisions of Section 283(1)(l) of the Act, while at the same time, the MD is not liable to retire by rotation. (vii) If and when the agreement expires or is terminated for any reason whatsoever, the MD will cease to be the Managing Director and also cease to be a Director. If at any time the MD ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the MD and the agreement shall forthwith terminate. If at any time the MD ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and MD of the Company. (viii) The terms and conditions of appointment of the MD also include clauses pertaining to adherence with the Tata Code of Conduct, non-conflict of interest with the Company and maintenance of confidentiality. The Ministry of Corporate Affairs vide the notification dated July 14, 2011 made further amendments to Schedule XIII to extend the relaxation of the requirement of obtaining Central Governments approval for payment of managerial remuneration by a listed company having no or inadequate profits subject to compliance of the below stated conditions:
The MD is a graduate with expert and specialized knowledge in his profession and on the date of appointment or at any time during last two years before date of appointment a) b) Is not having any interest in the capital of the Company or its holding company, directly or indirectly or through any other statutory structures; and Is not related to the directors or promoters of the Company or its holding company.
The Company and the MD are in compliance with the said conditions. In compliance with the provisions of Sections 198, 269, 309, 310 and other applicable provisions of the Act read with Schedule XIII of the Act and the aforesaid notification, the revised remuneration for period April 1, 2012 to August 21, 2012 and the terms of re-appointment and remuneration with effect from August 22, 2012 specified above are now placed before the Members for their approval. This may be treated as an abstract of the draft agreement between the Company and Mr Poddar for the revision in his remuneration and for his reappointment pursuant to Section 302 of the Act. Your Board recommends the Resolution for acceptance by the Members. None of the Directors except Mr Poddar is deemed concerned or interested in the Resolutions mentioned in Item Nos. 5 and 6 of the Notice.
Additional information relevant for the approval of the revision in remuneration payable to Mr Pradeep Poddar and for his reappointment as per Notification dated 16 th January, 2002 issued by the Department of Company Affairs. I General Information (i) Nature of Industry: The Company is engaged, interalia in the packaging, sale and marketing of Natural Mineral Water.
(ii) Date or expected date of commencement of commercial production: The Company was incorporated on December 20, 1991 and commenced commercial production on April 29, 1997. (iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable. (iv) Financial performance based on given indicators as per Audited Financial Results for the year ended March 31, 2012 and for the year ended March 31, 2011: Particulars For the year ended 31.03.2012 (` in Crores) 22.12 (1.64) (0.47) For the year ended 31.03.2011 (` in Crores) 23.66 (11.85) (9.82)
Turnover and other income Net profit/(loss) as per Profit & Loss A/c Loss as computed under Section 309(5) read with Section 198 of the Act (v) Export performance and foreign exchange earned: (a) For the financial year ended March 31, 2012 : (b) For the financial year ended March 31, 2011 : (vi) Foreign investments or collaboration, if any II Information about the appointee (i) :
Nil Nil Nil
Background details: Mr Pradeep Poddar is a Chemical Engineer from UDCT, Mumbai, MBA (IIM Ahmedabad). He has over 25 years of diverse experience in the consumer products industry. He has been a proven corporate leader building successful brand businesses in both Glaxo India and Heinz India in nutritional food beverages.
(ii) Past remuneration drawn (during 2011-12): `185.91 lakhs. (iii) Recognition and Awards/Achievements: a) b) c) d) e) f) A high achieving technocrat. A Fast Tacker in Glaxo India, selected amongst few as Young Global Leader (1989). The youngest CEO in Heinz India at 41 years (1996). In top 5 global performers in Heinz (Chairmans award in 2000). Rated in top 5 percentile amongst Amercian Executives by Personnel Decisions International, New York (2000). Conferred the Udyog Ratna Award for contribution to the growth of Food Processing Industry in India (2001) by Karnataka Government and Wisitex Foundation.
(iv) Job Profile and Suitability: Mr Poddar exercises powers of management, subject to the superintendence and direction of the Board of Directors of the Company. Taking in to consideration his qualifications and expertise, Mr Poddar is best suited for the responsibilities assigned to him.

(v) Remuneration proposed: Revision in remuneration Remuneration: Salary: `410,300/- per month in the scale of `400,000/- to `600,000/- with annual increments effective 1st April every year as may be decided by the Board, based on merit and taking into account the Companys performance; incentive remuneration, if any, and/or commission based on certain performance criteria to be laid down by the Board; benefits, perquisites and allowances as may be determined by the Board from time to time. Salary, perquisites and allowances, incentive remuneration excluding commission in terms of the Members approval.
Minimum remuneration in case of inadequacy of profits during any financial year.
(vi) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): The remuneration paid is commensurate with the job profile, professional qualifications and experience. (vii) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any: Besides the remuneration proposed, the Managing Director does not have any other pecuniary relationship with the Company and its managerial personnel. III Other information (i) Reasons for loss or inadequate profits: The Company is in the business of packaging of Natural Mineral Water under the brand name Himalayan. The Natural Mineral Water is a niche and nascent category in the Indian Bottled Water Market. Also, the cost push inflation impact on crude dependent materials like PET over the years has increased the cost of production. Further, the high investment in the distribution and brand development with the object to scale up volumes compounded by economic slow down has resulted in lower growth and has affected profitability. (ii) Steps taken or proposed to be taken for improvement. The Company has been taken over by the Tata Group in 2007 and enough funds are being infused to turn around the performance. A distribution arrangement has been set up through NourishCo Beverages Limited, a Joint Venture Company between Tata Global Beverages Limited and PepsiCo India Holdings Private Limited (PIH) for the distribution of Himalayan through PIH Go to Market for the increased availability of Himalayan at more locations. Plans are in place to invest behind the brand Himalayan to improve its look and feel, ensuring that the product commands high and competitive price whereby enhancing its brand leadership. Foray into strategic Global Markets are expected to fructify during the ensuing years which will improve profitability. (iii) Expected increase in productivity and profits in measurable terms: The above steps to be taken by the Company should result in an improved financial performance over the coming years. By Order of the Board A P K Chettiar General Manager (Legal) & Company Secretary Place: Mumbai Date: June 26, 2012 Registered Office : Village Dhaula Kuan, District Sirmour 173 025 Himachal Pradesh.
DIRECTORS REPORT
Your Directors are pleased to submit their report together with the audited results for the year ended March 31, 2012. 1. Financial Results The financial results for the year ended on March 31, 2012, are as below:2011-12 ` (Lacs) Income from Sales & Services - Mineral Water - Product Development Fees Movement in Stocks Other Income Total Income Profit / (Loss) before interest and depreciation Depreciation and Amortisation Exceptional Items Profit before Tax Tax Profit / (Loss) after Tax Profit / (Loss) brought forward from earlier years Profit / (Loss) carried forward 2. Operating Results Highlights The year under review was the first full year of operations where NourishCo Beverages Ltd. (NBL), the 50:50 Joint Venture set up by Tata Global Beverages Limited (TGBL) and PepsiCo India Holdings Private Limited (PIH), handled the entire sales, marketing and distribution of Himalayan through the PIH Go-To-Markets (GTM) network.. This enabled a higher visibility and availability of Himalayan. The total volumes of the Himalayan sales for the year were 12 million litres against 13 million litres in the previous year. The drop in volume is attributable to the initial teething problems experienced during the first half of the year by the PIH GTM. This shifting of the distribution of the brand through a different GTM impacted the immediate volume surge expected by this initiative. However the brand stablised and showed momentum in the second half which augurs well for the brand. Today Himalayan is widely distributed and available in 20 niche markets across the Country. The sales revenue at Rs 1373 lacs during the year was lower than Rs 1816 lacs during the previous year as the realization during the year was at a transfer price which was cost plus margins as mutually agreed between the Parties. In a highly inflationary environment, your Company was able to manage the cost increase within 15% with material costs below the said percentage increase. In addition, aggressive initiatives were undertaken to reduce corporate costs more so with front end marketing/ sales activities transferred to NBL. This helped your Company to significantly reduce losses from Rs 1185 lacs in the previous year to Rs. 164 lacs in the year under review. The strength of the Brand was vindicated by NBL moving up the price from Rs. 25 to Rs. 40 per litre with opportunity to increase the price further to take on the mantle of leadership in the emerging natural mineral water category. The improving price value equilibrium of the brand augurs well with the brand margin and future investments behind the brand This year also saw Himalayan featured in the Brand Equitys Most Trusted brand list of Cold beverages. Himalayan is the only Natural Mineral Water Brand to make it to the top 20 Trusted Beverage list, two years in running. 1372.70 450.00 27.24 362.15 2212.09 29.63 (148.03) (45.41) (163.81) (163.81) (7575.79) (7739.60) 2010-11 ` (Lacs) 1815.67 300.00 (68.98) 319.69 2366.38 (990.34) (194.34) (1184.68) (1184.68) (6391.11) (7575.79)

During the year, the Health and Safety Audit by DIET Norseke Veritas (DNV) UK complimented on the very high standards maintained by your Company. Keeping the buzz and excitement alive, extension of Himalayan as a brand is in an advanced stage of development and should delight the consumers in near future. The recent JV between Starbucks and TGBL would be opening up significant volume opportunities for the brand in an exciting new alternate channel not only in India but also in advanced markets in the West. The credo of live natural resonating with a significant consumer base around the world would open up opportunities in newer geographies in the coming year. 3. Preferential Issue As on date, TGBL holds 50.24% of the shares in the Company and is the single largest shareholder of the Company. By virtue of this holding the Company is a subsidiary of TGBL. During the year under review, TGBL acquired 14,17,632 shares constituting 4.17% of the Share Capital of the Company from Foresight Holdings Private Limited and Mr Vinod Sethi, subsequently TGBL has acquired the balance of 16,92,807 shares (4.98%) of their holdings. In terms of this acquisition, Foresight Holdings Private Limited through Mr Salim Govani and Mr Vinod Sethi have ceased to be the Promoters of the Company. During the year, the Company utilized a sum of ` 2.08 crores towards the objects earmarked in the preferential issue of 2007. The unutilized portion of the preferential issue as on March 31, 2012 amounting to `24.50 crores was placed as Inter Corporate Deposits. 4. 5. Dividend In view of the accumulated losses, your Directors do not recommend any dividend for the year. Corporate Governance Your Company has consistently adopted high standards of Corporate Governance and is committed to and firmly believes in practicing good governance. A note on Corporate Governance as also the certificate from Companys Auditors confirming compliance of Corporate Governance norms, together with Management Discussion and Analysis are included in the Annual Report. 6. Directors Responsibility Statement Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 (the Act) and based on the representations received from the operating management, your Directors hereby confirm that:i) ii) in the preparation of the annual accounts for 2011-12, the applicable accounting standards have been followed and there are no material departures. they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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 profit / loss of the Company for the financial year.
iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) they have prepared the annual accounts on a going concern basis. 7. Directors The Board of Directors (Board), in accordance with the recommendation with the Remuneration Committee, vide a Circular Resolution approved the increase in the remuneration of Mr Pradeep Poddar, Managing Director of the Company, subject to the approval of the Members at the 21st Annual General Meeting. This has resulted in a change in his salary from the current slab of `230,000/- to `400,000/- to the new slab of `400,000/- to `600,000/-. Also, in terms of the recommendation of the Remuneration Committee, the Board vide the Circular Resolution reappointed Mr Poddar as the Managing Director, subject to the approval of the Members at the 21st Annual General Meeting for a period of five years with effect from August 22, 2012. Mr P T Siganporia and Mr Ajoy K Misra retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
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Brief particulars and expertise of these Directors as also their other Directorships and committee membership are annexed to the Notice of the Annual General Meeting. All these Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003. Mr Salim Govani, the representative of Foresight Holdings Private Limited and an erstwhile Promoter of the Company resigned from the Board with effect from May 3, 2012 and consequently ceased to be a Promoter of the Company. Mr Vinod Sethi, an erstwhile Promoter of the Company and a Member of the Audit Committee resigned from the Board with effect from May 3, 2012 and consequently ceased to be a Promoter of the Company. Mr Joseph Kodianthara resigned as the Director of the Company and the consequential resignation as the Member of the Audit Committee and Remuneration Committee with effect from May 3, 2012. Mr Pradeep Mallick resigned as the Director of the Company and the consequential resignation as the Member of Audit Committee and Chairman of the Share Transfer cum Investors Grievance Committee, Remuneration Committee and Ethics & Compliance Committee with effect from May 11, 2012. Your Directors wish to place on record their deep appreciation of the valuable services rendered by Mr Salim Govani, Mr Vinod Sethi, Mr Joseph Kodianthara and Mr Pradeep Mallick to the Board and the Company during their tenure of office as its Directors. 8. Auditors The Members are requested to appoint Auditors and fix their remuneration. M/s SNB Associates, the retiring Auditors have furnished certificate of their eligibility for reappointment as required under the Act. Cost Audit Pursuant to the notification on The Companies (Cost Accounting Records) Rules, 2011 by the Ministry of Corporate Affairs, the Company appointed M/s Deodhar & Co, Cost Accountants to file the Annual Cost Compliance Report. Also, as per the requirement of the Central Government and pursuant to Section 233B of the Act, M/s Deodhar and Associates, Cost Accountants have been appointed subject to the terms of the Cost Order No. 52/26/CAB/2010 dated 24-1-2012 for the Packaged Food Products as the Cost Auditor of the Company for the financial year 2012-2013. 9. Particulars of Employees Information as required under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the Annexure forming part of this report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company. 10. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The statement pursuant to Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report. 11. Insurance All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks are adequately insured, wherever necessary, and to the extent required. 12. Concluding Remarks Your Directors wish to convey their appreciation to all employees of the Company for their enormous personal efforts as well as their collective contribution to the Companys performance over the years and particularly in 2011-12. Your Directors would also like to thank the various Government Institutions, Departments and Organisations, Companys banks, distributors, suppliers, transporters and other stakeholders for their unstinting support. On behalf of the Board of Directors Mumbai, June 26, 2012 P T Siganporia Chairman
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ANNEXURE TO THE DIRECTORS REPORT

Information in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors Report for the year ended March 31, 2012 A. CONSERVATION OF ENERGY 1. Energy Conservation measures taken The use of Hydro-electricity in lieu of diesel generators at the plant have ensured cost effective reduction in usage of fossil fuels. 2. Additional Investments and proposals Nil if any, under implementation aimed at energy conservation 3. Impact of measures taken The effective use of Hydro-electricity at the Plant led to savings in the cost of operations & reducing Air and Noise pollution. B. RESEARCH & DEVELOPMENT 1. Specific area Himalayan Natural Mineral Water fortified with Carbon dioxide. 2. Benefits Derived New variant of Himalayan, A Sparkling Natural Mineral Water is developed. 3. Plan of action in-house Required machinery for new product has been installed & product related trails being taken. 4. Expenditure on R & D Nil 5. Technology absorption: 1. Efforts made i) Installation of Water Meter on both the sources to monitor the quantum of water extracted. ii) Old asbestos sheets replaced with new galvanized sheets of Godown, Stores & Utility areas. iii) Epoxy flooring of Godown & packing area. iv) Installation of Clean room in bottling section is in process to reduce aerial bacterial contamination to provide better manufacturing environment. 2. Benefits Difficult to quantify 3. Technology imported during last five years (i) Technology imported for a) Labeling cum Steam Shrinking machine manufacture b) Moulds (ii) Year of import a) 2007-08 b) 2007-08 (iii) Has technology been fully a) Yes absorbed b) Yes 6. Foreign Exchange Earnings and outgo Current year ended on 31.03.2012 (`) Nil 9,548,277 Nil 786,354 403,622 397,210 Nil Nil 472,950 Previous year ended on 31.03.2011 (`) Nil 1,31,62,897 Nil 18,04,969 Nil Nil Nil Nil Nil For and on behalf of the Board P T Siganporia Chairman
1. 2.
Foreign Exchange earned Foreign Exchange used for expenses i) Professional Fees ii) Advertisement iii) Traveling Expenses iv) Stores & Spares v) Books & Periodicals Value of Imports in CIF Basis i) Capital Goods ii) Raw Material iii) Stores & Spares
Mumbai June 26, 2012
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MANAGEMENT DISCUSSIONS AND ANALYSIS

Industrial Structure and Development The Indian bottled water market continues to be in its nascence but growing at around 20%. The entire water category market is estimated at `3,000 crores. The Water category is distinguished into 3 sub-categories viz. (i) Packaged Drinking Water, (ii) Natural Mineral Water and (iii) Carbonated Water. In this, the Packaged Drinking Water is by far the largest category. The bottled water category is growing at a rapid pace. The branded market is 40% of the category and non branded contributes to 60% of the market. (Three key players mainly dominate the Indian Bottled Water market, Parle Bisleri, Coco Cola India and PepsiCo India Holdings). Opportunities, outlook, threats and risks Natural Mineral Water has a very small share of the entire Water category, estimated at around `100 crores. Himalayan is the only widely accepted and accredited brand in the category, and is placed at a premium pedestal and as an image driver. It is a long haul product and has a huge potential, based on the consumer awareness and aspirations. The Retail market is a challenge for distribution but offers a big opportunity for the Company. Recently, Qua has entered the market to tap into the immense potential of the market. Qua is a product marketed jointly by Narang Beverages & Danone. The crude led materials constitute up to 80% of the total material costs. Any increase in the global crude oil rate will directly impact the profitability. The impact on freight cost and the distribution challenges is typical to a single source bottler. The Company which is part of the Tata Beverages Group is marketing, selling and distributing Himalayan water through Nourishco Beverages Limited a 50:50 Joint Venture Company, set up by Tata Global Beverages Ltd and PepsiCo India Holdings Private Ltd for marketing, sale and distribution of a portfolio of good for you beverages. This partnership has allowed wider and deeper market access for brand Himalayan, riding on Pepsis deep and elaborate sales and distribution network and marketing expertise. Segment-wise or product wise performance As stated in Notes to the Accounts for the year under review, Sales and Production of Natural Mineral Water in PET bottles and Sale of Services by way of Product Development Fees continues to be the core activities of the Company. Internal control systems The Company is constantly monitoring and improving on its internal control systems to ensure that all Companys policies, procedures and guidelines are in place and also to make certain that all transactions are authorized, recorded and reported correctly. Financial & Operating performance Improvement in the macro economic scenario is happening slowly and yet to convert to enhanced consumer spends in a sustained manner. This has had a rather deleterious effect on the overall business of the Company with major institutions cutting back on their expenses and therefore, consumption of the Companys branded product. As a result, the Turnover of the Company stood at `1373 lacs. However, Product Development Fees received / receivable for the year was `450 lacs, which was higher than in previous year. The Loss before Tax was at `164 lacs about 86% lower than in previous year.
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Treasury and Liquidity As at March 31, 2012, the Company has surplus funds of `2450 lacs, being the residual balance lying unutilized out of the Preferential Allotment made in 2007. The surplus funds were invested in Inter Corporate Deposits (ICD) and a Mutual Fund. The Company does not have any borrowing as at March 31, 2012. Human Resources Your Company lays great emphasis on the importance of human resources and recognizes the fact that no organization can grow without a committed team of employees at all levels. Accordingly, it aims to retain and recruit quality professionals and provide them with a high performance environment. The employees are rewarded on the basis of their performance, longevity in the service, dedication, sincerity and loyalty. No man days were lost on account of strike or dispute during the year and over all relations with the employees and workers remained cordial and harmonious. The total number of employees and workers as on March 31, 2012 was 144 in all. Cautionary Statement Statement in this report on Managements Discussions and Analysis describing the Companys objectives, projection, may be forward looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the Companys operations include situation in the sub-continent affecting the tourist inflow in the country, cost of raw materials and other inputs, cost of transportation, change in Government policies and imposition of new duties, taxes or cess.
14
REPORT ON CORPORATE GOVERNANCE

Investor Relations 1. Companys Philosophy on Code of Governance The Companys philosophy on Corporate Governance is to ensure transparency in all its dealings and in the functioning of the management and Board of Directors. These policies seek to focus on enhancement of long-term shareholder value without compromising on integrity, social obligations and regulatory compliances. The Company operates within accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationships between itself and its stake-holders. The Corporate Governance policy of the Company has been further strengthened through the Tata Code of Conduct and Tata Code for Prevention of Insider Trading and Code of Corporate Disclosure Practices adopted by the Company. The Company is in compliance with mandatory provisions of Clause 49 of the Listing Agreement with the Stock Exchange. 2. Board of Directors As on March 31, 2012 the Company had 10 Directors and the composition of the Board of Directors is given in the table below. The Chairman of the Board is a non-executive director and 90% of the Board comprises of non-executive directors and 50% of the Board comprises of non-executive Independent Directors. A. Composition of Directors as on March 31, 2012 Category Promoters Representatives Managing Director Non-Executive Independent Directors Number of Directors 4 1 5 10 Percentage 40.00 10.00 50.00 100.00
Details of attendance of Directors at Board Meetings and at the last Annual General Meeting with particulars of their other Directorships and Chairman / Memberships of Board Committees showing the position as on March 31, 2012 are given in the following table: Name of Director Category Attendance at Board Meetings/ Meetings Held Mr P T Siganporia Mr Salim Govani ** Mr Vinod Sethi ** Mr Ajoy K Misra Mr Pradeep Mallick *** Mr Joseph Kodianthara ** Mr Ajit Shah Mr Ranjit Barthakur Mr V Subramanian Mr Suresh Borkar * Mr Pradeep Poddar C, NED & PR NED & PG NED & PG NED & PR NED-I NED-I NED-I NED-I NED-I NED-I MD 4/6 6/6 6/6 4/6 5/6 6/6 6/6 2/6 6/6 4/4 6/6 Last AGM Directorships and Chairman/ Membership of Board Committees in other Companies @ Director# Yes Yes Yes No Yes Yes Yes Yes Yes Yes Yes 2 1 8 2 8 Nil Nil 1 4 NA 2 Committee Member Nil Nil 6 Nil 7 Nil Nil Nil 2 NA 3 Committee Chairman Nil Nil 1 Nil 1 Nil Nil Nil 1 NA Nil
C: Chairman, NED: Non-Executive Director; I: Independent Director; MD: Managing Director; PR: Promoters Representative, PG: Promoters Group. # Other Directorships do not include Alternate Directorships, Directorships of Private Limited Companies and of Companies incorporated outside India. @ Committees pertain to other than those of the Company and include only Audit and Investors / Shareholder Grievance of Indian Public Limited Companies. * Retired w.e.f. December 19, 2011. ** Resigned w.e.f. May 3, 2012 *** Resigned w.e.f. May 11, 2012
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All Directors, except the Managing Director are liable to retire by rotation. Minutes of the meetings of all the Board Committees are circulated to all the Directors. Particulars about Directors who are retiring by rotation and eligible for reappointment have been given in the attachment to the Notice. The Company has received declarations on seven criteria of independence as prescribed in clause 49.I.A (iii) of the Listing Agreement from the Non-Executive Directors of the Company who have been classified as Independent Directors. No Director of the Company is related to any other Director of the Company. B. Non-Executive Directors compensation and disclosures The Non Executive Directors including Independent Directors are paid sitting fees for attending the meetings of the Board and Committee of the Board. The Company pays a fee of `10,000/- per meeting per Director for attending meeting of the Board and Audit Committee. For meetings of all other Committees of the Board, a sitting fee of `5,000/- per meeting is paid. C. Other Provisions as to Board and Committees During 2011-12 the Board met 6 times on 11.05.2011, 28.07.2011, 18.10.2011, 07.12.2011, 18.01.2012 and 29.03.2012. The maximum time gap between any two board meetings was less than four months. As will be noted from the table given above, no Director is member of more than 10 Board Committees or Chairman of more than 5 Board Committees across all companies where he is a Director. Chairmanship / Membership of Board Committees includes membership of Audit and Investors Shareholders Grievance Committees of Indian Public Limited Companies only as clarified by SEBI. D. Code of Conduct Tata Code of Conduct is a comprehensive written code which is applicable to all employees including the Managing Director. A condensed code of conduct applicable to the Non-Executive Directors was laid down by the Board. Both the Tata Code of Conduct and the Code of Conduct for Non-Executive Directors have been posted on the website of the Company. In respect of the financial year 2011-12 all Board members and Senior Management personnel of the Company have affirmed compliance with the code as applicable to them. 3. Audit Committee i) Brief description of the terms of reference The role and terms of reference of the Audit Committee including its role and powers are specified in Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956. Apart from all these matters the Audit Committee reviews management accounting policies followed by the Company and deliberates upon suggestions of the Statutory Auditors and Internal Auditors for implementation as and when required. ii) Composition, name of members and Chairman As on March 31, 2012, the Audit Committee of the Board consisted of six Directors namely Mr Ajit Shah, Mr Pradeep Mallick, Mr Joseph Kodianthara, Mr V Subramanian, Mr Ajoy K Misra and Mr Vinod Sethi. Mr Ajit Shah, the Chairman of the Committee, is a Chartered Accountant and has experience over three decades in the areas of audit, assurance and taxation. All members of the Audit Committee are Non-Executive Directors and four of them including the Chairman are Independent Directors. All the members of the Audit Committee are financially literate as defined in clause 49.II.(A) of the Listing Agreement. The Chairman of the Audit Committee was present at the last AGM.
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Mr Vinod Sethi and Mr Joseph Kodianthara have resigned as Directors with effect from May 3, 2012 and Mr Pradeep Mallick has resigned as a Director from May 11, 2012. In terms of their resignation as Directors of the Company, they have also ceased to be members of the Audit Committee. iii) Attendance at meetings during the year During 2011-12, the Audit Committee met 4 times on 10.05.2011, 28.07.2011, 18.10.2011, and 18.01.2012. Invitees to the Committee meetings are Managing Director, Chief Financial Officer, the Statutory Auditors and Internal Auditors. The Company Secretary acts as the Secretary of the Audit Committee. The attendance of the Committee Members at the meetings are listed below: Name of Members Mr Ajit Shah Mr Pradeep Mallick Mr Joseph Kodianthara Mr V Subramanian Mr Ajoy K Misra Mr Vinod Sethi Mr. Suresh Borkar* * Retired w.e.f. December 19, 2011 4. Remuneration Committee i) Brief description of the terms of reference The Board has set up a Remuneration Committee. This Committee is responsible for recommending to the Board, the remuneration package of Managing Director including his annual increment and Performance Bonus after reviewing his performance. ii) Composition, name of members and Chairman The Remuneration Committee comprising of 5 Non-Executive Directors with Mr Pradeep Mallick as Chairman, Mr Joseph Kodianthara, Mr Ranjit Barthakur, Mr P T Siganporia and Mr Ajoy K Misra as members. Three of the five Non-Executive Directors are Independent. Mr Joseph Kodianthara resigned as a Director of the Company with effect from May 3, 2012 and Mr Pradeep Mallick resigned as a Director of the Company with effect from May 11, 2012. Consequent to their resignations as Directors of the Company, Mr Mallick has ceased to be the Member & Chairman and Mr Kodianthara as the Member of the Remuneration Committee. Mr Ajit Shah, an Independent on Executive Director was inducted as a Member and appointed as the Chairman of the Remuneration Committee. iii) Attendance during the year The Remuneration Committee met once during 2011-12 on July 6, 2011 which was attended by all the members except Mr Joseph Kodianthara and Mr Ranjit Barthakur. 10.05.11 28.07.11 18.10.11 18.01.12
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iv) Remuneration Policy The remuneration policy followed by the Company takes into consideration performance of the Company during the year and of the Managing Director on certain parameters, such as state of the industry, achievement of budgeted targets, growth & diversification, benchmark remuneration in other companies of comparable size and complexity. The Non Executive Directors including Independent Directors are paid fee of `10,000/- per meeting per Director for attending meeting of the Board and Audit Committee. For meetings of all other Committees of the Board, a sitting fee of `5,000/- per meeting is paid. Non-Executive Directors Remuneration paid in 2011-12 Name Mr Salim Govani Mr Vinod Sethi Mr Ajoy K Misra Mr Pradeep Mallick Mr Joseph Kodianthara Mr Ajit Shah Mr Ranjit Barthakur Mr V Subramanian Mr Suresh Borkar v) Sitting Fee (` In lacs) 0.60 0.90 0.25 1.15 1.00 1.00 0.30 1.20 0.80 No. of shares held as on 31.03.2012 468280 -
Service contract and Notice period of Managing Director Mr Pradeep Poddars contract as Managing Director is for a period of 5 years from August 22, 2007 to August 21, 2012, terminable by 6 months notice on either side. The details of remuneration to the Managing Director during the period April 1, 2011 to March 31, 2012 is given below: Particulars Salary Allowances & perquisites Contribution to Retiral funds Commission for 2011-12 Sitting Fees No. of shares held Service Contract Notice period (` In lacs) 44.76 129.06 14.24 N.A. Nil 5 years from August 22, 2007 6 months
The Board vide a Circular Resolution dated June 25, 2012 has approved the increase in salary of Mr Poddar from the existing slab of `230,000/- to `400,000/- to the new slab of `400,000/- to `600,000/- with effect from April 1, 2012 and have also reappointed him as the a Managing Director of the Company for a period of five years with effect from August 22, 2012, subject to the approval of the Members at the ensuing Annual General meeting to be held on August 3, 2012. 5. Share Transfer-cum-Investors Grievance Committee i) Composition, name of members and Chairman of the Committee The Share transfer cum Investors Grievance Committee as on March 31, 2012 consists of 3 Directors with Mr Pradeep Mallick as Chairman, Mr. V Subramanian and Mr Pradeep Poddar as Members. The Committee has held 2 meetings during 2011-12 on May 10, 2011 and October 18, 2011. The Committee oversees the performance of Skyline Financial Services Private Limited, Registrar and Share Transfer Agent, and
18
recommends measures for overall improvement of the quality of investor services. To expedite the process of share transfers, the Board has delegated the power of share transfer to the Committee and share transfer formalities are approved by them on a fortnightly basis. Mr Pradeep Mallick has ceased to be the Director of the Company with effect from May 11, 2012. Consequently, he has ceased to be the Member and Chairman of the Committee. Mr V Subramanian has been appointed as the Chairman of the Committee. ii) Name and designation of Compliance Officer Mr A P K Chettiar, General Manager (Legal) & Company Secretary is the Compliance Officer. iii) Number of shareholders complaints received so far, Number not solved to the satisfaction of shareholders and Number of pending complaints. Given below are the position of queries /complaints and other correspondences received and attended to during 2011-12 in respect of equity shares. For non-receipt of shares lodged for transfer Queries/Complaints redressed Pending queries as on 31.03.2012 Other Letters received from shareholders and replied : : : : 10 05 Nil 09
During 2011-12 the Company / Registrar had received 15 complaints from the shareholders, all of which have been resolved. The response time for shareholders correspondences during 2011-12 is shown in the following table: Number of letters 8 6 10 Nil 24 Nil Percentage Weightage 33.33% 25.00% 41.67% Nil 100% Nil
Replied within 1 to 4 days of receipt Replied within 5 to 7 days of receipt Replied within 8 to 15 days of receipt Replied after 15 days of receipt Total number of correspondence during the year Received in last week of March 2012 and replied in April 2012 Dematerialisation of Shares
96.66% of the issued share capital of the Company is held in dematerialized form as on March 31, 2012. The shares of the Company are traded in dematerialized form. A table showing the requests received for dematerialization / transfer during 2011-12 is given below:Physical Transfers No. of requests received Lodged Processed Objections Pending as on 31.03.2012 85 68 17 Nil No. of shares 15,900 14,200 1,700 Nil Demat Transfers No. of requests received 90 87 3 Nil No. of shares 27,505 27,005 500 Nil
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6.
Other Board Committees Name of the Committee Executive Committee Members Mr P T Siganporia Chairman Mr Pradeep Poddar Mr Ajit Shah Mr Pradeep Mallick * Mr Ajoy K Misra * Consequent to Mr Mallicks resignation as the Director of the Company, he has ceased to be a Member of the Committee. Mr V Subramanian Chairman Mr Ranjit Barthakur Mr P T Siganporia Mr Pradeep Poddar Terms of reference Business and Strategy review. Long Term Financial Projections and Cash Flows. Capital and Revenue Budgets and Capital Expenditure Programmes. Acquisitions, Divestments and Business Restructuring Proposals. Senior Management Succession planning.
Nomination Committee
To identify independent Directors to be inducted to the Board from time to time. To take steps to refresh the composition of the Board from time to time.
Ethics & Compliance Committee
Mr Pradeep Mallick To look into the requirements under Insider Trading Chairman** Regulations including the Group guidelines on Mr V Subramanian, Insider Trading and Tata Code of Conduct. Chairman*** Mr Pradeep Poddar ** Mr Pradeep Mallick has ceased to be the Director of the Company with effect from May 11, 2012, consequently he has ceased to be the Member and Chairman of the Committee. *** Mr V Subramanian has been appointed as the Chairman of the Committee
7.
During 2011-12 two meetings of the Ethics & Compliance Committee were held and no meetings of the Executive Committee and Nomination Committee were held. General Body Meetings i) Location and time of General Meetings, whether any special resolutions passed in the previous AGM / EGMs The details of General Meetings of the Company held during the last three years are as under: Type Year Location Date Time No. of Special Subject of Resolutions Special approved at Resolutions the AGM/EGM Revision in terms of Remuneration to Ms. Abanti Sankaranarayanan, Executive Director -
EGM 2008-09 Village Dhaula Kuan, District Sirmour, Himachal Pradesh. AGM 2008-09 Same as above
December 29, 2008 July 31, 2009
4.30 PM Nil 4.30 PM 1
AGM 2009-10 Same as above AGM 2010-11 Same as above ii)
July 30, 2010 August 5, 2011
4.30 PM Nil 4.00 PM Nil
Whether any special resolution passed last year through postal ballot During 2011-12 no special resolution requiring Postal Ballot was passed.
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8.
Disclosures i) Disclosures on materially significant related party transactions that may have potential conflict with the interest of company at large. There was no transaction of a material nature with any of the related parties which was in conflict with the interest of the Company. Details of transactions of a material nature with related parties as specified in Accounting Standard 18 issued by the Institute of Chartered Accountants of India have been reported in the Notes to the Accounts. ii) Risk Management The Company has in place a mechanism to inform the Board members about the Risk assessment and minimization procedures and periodical reviews to ensure that the critical risks are controlled by the management. iii) Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years. There was no such instance in the last three years. iv) Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee. The Board has approved a whistle blower policy which has been communicated to the employees. The policy provides a mechanism for employees to report their concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct and provides safeguards against victimization of employees who avail the mechanism. The policy permits reporting any concern relating to (i) financial / accounting matters and (ii) employees at the levels of Vice Presidents and above and the Ethics counselor directly to the Chairman of the Audit Committee. For all other matters the concern can be reported to the Ethics counselor of the Company. The policy with the name and address of Chairman of Audit Committee has been circulated to the employees. No employee has been denied access to the Chairman of Audit Committee. v) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause. The Company is compliant with mandatory requirements of Clause 49 of the Listing agreement. As far as the seven non-mandatory requirements are concerned the Board has set up a Remuneration Committee as detailed in Clause 4 above. The Board has also adopted a Whistle Blower Policy which enables the employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys code of conduct. The policy provides direct access to the Chairman of the Audit Committee under certain circumstances. The policy has been communicated to the employees. Remaining non-mandatory requirements of Clause 49 are expected to be addressed in due course.
9.
CEO / CFO certification A certificate from the CEO / CFO on the financial statements of the Company was placed before the Board, as required by Clause 49 (V) of the Listing agreement.
10. Means of Communication i) Quarterly results Through publication in newspapers. ii) Newspapers wherein results normally published The quarterly results are generally published in Financial Express (English) and Jansatta (Hindi).
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iii) Any website, where displayed The quarterly results of the Company are put on the web site of the Company after these are submitted to the Stock Exchanges. Our web site address is www.himalayanmineralwater.com iv) Whether it also displays official news releases No v) The presentations made to institutional investors or to the analysts. No 11. General Shareholder Information i) AGM Date, Time and Venue, Financial Year, Date of Book Closure Annual General Meeting Date and Time Venue : : August 3, 2012 Village Dhaula Kuan District Sirmour 173025 Himachal Pradesh April to March May 15, 2012 Last week of July 2012 Last week of October 2012 Last week of January 2013 Last week of May 2013 July 28, 2012 to August 3, 2012
Financial Calendar (Tentative) Board Meeting for approval of Annual Accounts 2011-12 Financial Results for 1 Quarter 2012-13 Financial Results for 2nd Quarter 2012-13 Financial Results for 3rd Quarter 2012-13 Annual Accounts 2012-13 Book Closure Period ii)
st
: : : : : : :
Listing of Equity Shares on Stock Exchange: Bombay Stock Exchange Limited, Mumbai Stock Codes Listing fee : : BSE: 531096 Demat ISIN No INE 690B01018 Annual Listing fee for 2012-13 have been paid to the Bombay Stock Exchange Limited where the shares of the Company are listed. M/s Skyline Financial Services Pvt. Ltd. D-153A, Phase I Okhla Industrial Area, New Delhi 110 020 Tel. 011-30857575, 30857563 Fax 011- 26292681 E-Mail: admin@skylinerta.com
iii) Registrar & Share Transfer Agent:
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iv) Market Price Data: Monthly high / low and trading volumes during the last financial year on the BSE depicting liquidity of the Companys Equity Shares on the said exchange is given hereunder: Month April 2011 May 2011 June 2011 July 2011 August 2011 September 2011 October 2011 November 2011 December 2011 January 2012 February 2012 March 2012 High (`) 88.50 80.90 92.55 95.50 106.60 82.90 79.00 72.05 62.80 80.50 101.35 116.45 Low(`) 72.30 71.65 71.10 78.10 70.00 69.10 63.60 56.05 47.00 52.00 79.60 92.00 No. of Shares Traded 8,46,558 1,28,919 9,82,227 12,23,519 30,16,884 3,79,379 5,44,865 3,85,758 3,47,306 10,99,236 16,69,199 20,42,765
25000
200
20000 150 15000 100 10000 50 5000
11
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11
11
Ap r1 1
c1 1
12
ay 1
l1
t1
12 Fe b M
Au g
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High Price
Indices
De
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Ju
Ja n
Ju
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12
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v)
Share Transfer System Trading in Equity Shares of the Company is permitted in Demat form only. Work related to share transfer / other investor services are handled by Skyline Financial Services Pvt. Ltd., New Delhi. All share transfers / transmissions and related requests are normally processed and completed within 15 days of receipt of request.
vi) Distribution of Shareholding DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2012 Share holding of nominal value of
` `
Share holders Number 7354 738 330 153 52 72 120 167 8986 % to Total 81.84 8.21 3.67 1.70 0.58 0.80 1.34 1.86 100.00
Amount (nominal value of shares) In ` 1,19,71,590 62,35,990 52,10,750 40,53,580 18,82,980 34,18,620 90,04,530 29,81,81,670 33,99,59,710 % to Total 3.52 1.83 1.53 1.19 0.55 1.01 2.65 87.71 100.00
Upto 5001 10001 20001 30001 40001 50001 100001
5000 10000 20000 30000 40000 50000 100000 And above Total
CATEGORIES OF SHAREHOLDERS AS ON MARCH 31, 2012 Sr.No. 1 2 3 4 5 6 7 Particulars Tata Group Companies Financial Institutions Mutual Funds Foreign Institutional Investors (FIIs) Bodies Corporate Overseas Bodies Corporate Individuals & Others No. of Holders 3 3 9 6 352 5 8608 8986 Individuals & Others Holding/Shares held 1,53,28,285 7,200 4,82,310 12,41,886 76,37,998 68,200 91,70,092 3,39,95,971 % to Capital 45.27 0.02 1.42 3.65 22.47 0.19 26.98 100.00
Tata Group Companies
Overseas Bodies Corporate
Bodies Corporate Foreign Institutional Investors (FIIs)
Financial Institutions Mutual Funds
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viii) Dematerialisation of shares
3,28,61,086 Equity shares representing 96.66% of the total Equity Capital of the Company are held in dematerialized form with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as on March 31, 2012. ix) Outstanding GDR/ADR/ Warrants or any Convertible Instruments Conversion date and likely impact on equity x) Plant Location : : NIL Village Dhaula Kuan, Paonta Sahib, District Sirmour 173025 Himachal Pradesh. M/s Skyline Financial Services Pvt. Ltd D-153A, 1st Floor, Phase I Okhla Industrial Area New Delhi 110 020 Tel. 011-30857575, 30857563 Fax 011- 26292681 E-Mail: admin@skylinerta.com Mr Subhash Agarwal Mr Virender Rana Mr A P K Chettiar, General Manager (Legal) & Company Secretary Mount Everest Mineral Water Limited 4th Floor, New Excelsior Building A K Nayak Marg, Fort Mumbai 400 001. Email : apk.chettiar@memw.com Mrs Rupina Mistry Email: rupina.mistry@memw.com 12. Top Ten Shareholders As on March 31, 2012 the Top Ten shareholders of the Company were the following: Sr. No. 1 2 3 4 5 6 7 8 9 10 Name of the Shareholder Tata Global Beverages Limited Gujarat Fluoro Chemicals Limited Kotak Mahindra Investments Limited Foresight Holdings Private Limited Doha Investment Company Mr Vinod Sethi Mr Ashwin Kedia Mr Rajesh Damji Nandu Rahi Estates Private Limited DSP Blackrock Tax Saver Fund No. of Shares 1,53,28,285 23,35,592 14,88,332 12,24,527 7,55,127 4,68,280 3,68,571 3,19,940 2,73,978 2,73,710 Percentage of shareholding 45.09 6.87 4.38 3.6 2.22 1.38 1.08 0.94 0.81 0.81
xi) Address for Investor Correspondence
Contact
Shareholders Relation Cell
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13. Auditors Certificate on Corporate Governance As required under Clause 49 of the Listing Agreement, the Auditors certificate on compliance with the corporate governance norms is attached. 14. Insider Trading Regulations After the Securities and Exchange Board of India had amended the Insider Trading Regulations in February 2002, Tata Group has bought out the Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure practices which your Company has adopted. Mr C Chandramohan, Chief Financial Officer, of the Company is the Compliance Officer for the purpose of these regulations. 15. Declaration by the CEO on Code of Conduct as required by Clause 49.1.(D)(ii) This is to declare that the Company has received affirmation of compliance with the applicable Code of Conduct from the Directors and Senior Management personnel of the Company in respect of the financial year 2011-12.
CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OF THE LISTING AGREEMENT OF THE STOCK EXCHANGES IN INDIA
To The Members of Mount Everest Mineral Water Limited We have examined the compliance of conditions of Corporate Governance by Mount Everest Mineral Water Limited (the Company) for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the Companys Management. Our examination was carried out in accordance with the guidance note on certification of Corporate Governance issued by the Institute of Chartered Accountants of India and 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 Agreements. We 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 SNB Associates Chartered Accountants
Place: Mumbai Date: June 26, 2012
(S Lakshmanan) Partner Membership No. 20045 Firm Registration No. 015682N
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AUDITORS REPORT
TO THE MEMBERS OF MOUNT EVEREST MINERAL WATER LIMITED We have audited the attached Balance Sheet of MOUNT EVEREST MINERAL WATER LTD as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) (Amendment) Order, 2004 (The Order) issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 (The Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the attached Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph above, 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 purposes 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, the Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with books of account;
(d) In our opinion, the Balance Sheet, the Profit and Loss Statement and Cash Flow statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956; (e) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956; In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the Profit and Loss Statement and Cash Flow statement, read together with the Significant Accounting policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) (ii) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012 and in the case of the Profit and Loss Statement of the Loss of the Company for the year ended on that date.
(f)
(iii) in the case of the Cash Flow statement, of the Cash Flows for the year ended on that date. For SNB Associates Chartered Accountants
Mumbai 15th May, 2012
(S Lakshmanan) Partner Membership No. 20045 Firm Registration No. 015682N
27

ANNEXURE TO THE AUDITORS REPORT

To the Members of Mount Everest Mineral Water Limited i) a) b) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Physical verification of Fixed Assets is carried out by the management with a planned programme of verification, which, in our opinion, provides for physical verification of all Fixed Assets at reasonable intervals. The physically verified assets have been compared with the book records and discrepancies noticed on such verification were not material and have been properly dealt with in books of accounts. The Company has not disposed off substantial part of its fixed assets during the year. The inventory of the Company has been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found reasonable and adequate in relation to the size of the Company and nature of its business. On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.
c) ii) a) b)
c)
iii)
(a) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act. (b) As the Company has not granted or taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act paragraph iii(b), iii(c) and iii(d) are not applicable.
iv)
In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchases of inventory, fixed assets and for the sale of goods. Further on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major continuing weaknesses in the aforesaid internal control systems. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. 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 maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs 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.
v)
b)
vi) The Company has not accepted any deposit within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. vii) In our opinion, the Company has an Internal Audit System commensurate with the size of the Company and nature of its business. viii) As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.
28
ix)
a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Excise Duties, Custom Duty, Cess, and Other Statutory dues have been regularly deposited with the appropriate authorities. According to the explanations given to us, no undisputed arrears of Statutory dues were outstanding as at March 31, 2012 for a period of more than six months from the date they became payable. b) According to the records of the Company, there were no dues in respect of Sales Tax, Income Tax, Customs, Wealth Tax, Service Tax, Excise Duty and other statutory dues which were not deposited on account of disputes.
x)
The Company has accumulated losses as at the 31st March 2012 which are more than 50% of its net worth and it has incurred cash losses during the financial year ended on that date and in the immediately preceeding financial year. According to the information and explanations given to us, there were no dues payable to any Financial Institution or Banks or Debenture Holders during the year. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
xi) xii)
xiii) The provisions of any special statute as specified under paragraph xiii(a), xiii(b), xiii(c) and xiii(d) of the Order are not applicable to the Company. xiv) In our opinion and according to the information and explanations given to us, the Company is not dealer or trader in securities. The Investments are held by it in its own name. xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.
xvi) According to the information and explanations given to us, the Company has not taken any new term loans from Bank and/or Financial Institutions during the year hence paragraph xvii of the Order is not applicable to the Company. xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there were no funds raised on a short term basis which have been used for long term investment. xviii) According to the information and explanations given to us, the Company has not made, any preferential allotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956 during the year, hence paragraph xviii of the order is not applicable. xix) As the Company has no debentures outstanding at any time during the year, paragraph xix of the Order is not applicable to the Company. xx) The Company has not raised any money by public issue during the year hence, paragraph xx of the Order is not applicable.
xxi) According to the information and explanations given to us, during the year, no fraud on or by the Company has been noticed or reported. For SNB Associates Chartered Accountants (S Lakshmanan) Partner Membership No. 20045 Firm Registration No. 015682N
Mumbai 15th May, 2012
29

BALANCE SHEET AS AT 31ST MARCH, 2012

Notes March 31, 2012 ` March 31, 2011 `
I.
EQUITY AND LIABILITIES 1 Shareholders funds (a) Share capital (b) Reserves and surplus 2 Non-current liabilities (a) Long-term provisions Current liabilities (a) Trade payables (b) Other current liabilities (c) Short-term provisions
2 3
339,959,710 94,913,612 434,873,322
339,959,710 111,294,213 451,253,923 8,532,277 8,532,277 14,639,084 37,437,098 1,095,100 53,171,282 512,957,482
8,180,695 8,180,695
5 6
8,526,678 29,872,573 1,304,618 39,703,869 482,757,886
TOTAL II. ASSETS Non-current assets 1 (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Long-term loans and advances (c) Other non-current assets 2 Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and bank balances (e) Short-term loans and advances (f ) Other current assets
7 125,891,634 463,704 11,784,086 4,747,557 8 9 142,886,981 7,378,625 90,849 150,356,455 10 11 12 13 14 15 19,145,551 32,358,614 7,556,084 270,917,171 2,424,011 332,401,431 482,757,886 1 - 30 135,717,151 927,407 11,784,086 148,428,644 15,136,806 83,921 163,649,371 35,820,809 19,784,670 30,494,193 4,519,363 255,642,776 3,046,300 349,308,111 512,957,482
TOTAL III. Notes Forming Part of the Financial Statements

As per our report attached For SNB ASSOCIATES Chartered Accountants S Lakshmanan Partner M. No. 20045 Firm Registration No. 015682N Place : Mumbai Dated : May 15, 2012 P T Siganporia Chairman Ajoy K Misra Ajit Shah Ranjit Barthakur V Subramanian
For and on behalf of the Board Pradeep Poddar Managing Director
Directors A P K Chettiar GM - Legal & Company Secretary
30
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012
Notes March 31, 2012 ` March 31, 2011 `
IV.
INCOME I. II. Revenue from operations Other income 16 17 188,793,868 29,691,202 218,485,070 18 91,270,267 (2,723,768) 20,373,727 67,010,340 14,803,415 39,590,440 230,324,421 (11,839,351) 4,541,250 (16,380,601) 75,311,792 6,898,495 13,857,638 68,470,764 19,434,239 179,831,291 363,804,219 (118,467,602) (118,467,602) 215,437,028 29,899,589 245,336,617
Total Revenue (I + II) V. EXPENSES Cost of Material consumed Changes in Inventories of Finished Goods Manufacturing Expenses Employee Benefits Expense Depreciation Other expenses Total Expenses VI. VII. Loss before Exceptional item and tax (IV-V) Exceptional Items (Income)/ Expenses (Refer Note no. 28)
VIII. Loss before Tax (VI-VII) IX. Tax expense: (1) Current tax (2) Deferred tax Total Taxes X. XI. Loss after tax for the period (VII-IX) Earnings per equity share: (1) Basic (2) Diluted Notes Forming Part of the Financial Statements
(16,380,601) (0.48) (0.48) 1 - 30
(118,467,602) (3.48) (3.48)
III.
31

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012
March 31, 2012 ` A) Cash flow from operating activities Net Profit/(Loss) before Tax Adjustments For: Depreciation Provision for doubtful debts Provision for doubtful deposits Provision for Contingencies Sundry balances/Provisions written back Loss on sale of assets Assets written off Sundry balances written off Income from sale/ switch of investments in mutual funds Interest Income Cash flow from operations before working capital changes Adjustments for:s (Increase)/Decrease in Long term loans and advances (Increase)/Decrease in other non current assets (Increase)/Decrease in Inventories (Increase)/Decrease in Trade receivables (Increase)/Decrease in Short term loans and advances (Increase)/Decrease in Other Current assets Increase/(decrease) in Trade payables Increase/(decrease) in Other current liabilities Increase/(decrease) in Provisions Cash generated from operations Refund of Income tax Taxes paid Net cash flow from Operating activities B) Cash flow from Investment Activities Investment in intercorporate deposits (Net) Acquisition of Fixed Assets/Intangibles/ Capital advances Interest received Proceeds from redemption of mutual funds (Net of Purchases) Sale of fixed assets Net Cash Used in Investing Activities (15,000,000) (11,751,642) 22,805,443 38,940,360 2,600 34,996,761 (65,000,000) (7,043,329) 23,512,867 158,718,438 6,000 110,193,976 9,810,559 11,647 639,119 (2,924,793) (675,613) 3,046,300 (6,112,406) (2,236,545) (142,064) (32,361,259) 9,160,951 (8,659,159) (31,859,467) 1,727,574 1,172,037 23,872,976 22,359,444 (870,165) (760,085) 1,944,542 (23,160,952) (99,769,208) 1,844,471 (10,535,186) (108,459,923) 14,803,415 1,060,372 215,450 55,553 (5,383,533) 556 218,906 (3,119,552) (25,248,029) (33,777,463) 19,434,239 4,177,136 550,000 (3,061,650) 32,267 1,483 (4,337,420) (24,383,032) (126,054,579) (16,380,601) (16,380,601) (118,467,602) (118,467,602) March 31, 2011 `
32
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012
March 31, 2012 ` C) Cash Flow from Financing Activities Net Cash Used In Financing Activities Net Increase / (Decrease) in cash and cash equivalents Cash and Cash Equivalents as at 1st April 2011 Cash and Cash Equivalents as at 31st March 2012 Cash and Cash equivalents Add : Bank Balances and deposits not considered as cash Cash and Bank Balances as per Note no 13 3,137,294 3,778,663 6,915,957 6,915,957 640,127 7,556,084 March 31, 2011 ` 1,734,053 2,044,610 3,778,663 3,778,663 740,700 4,519,363
For SNB ASSOCIATES Chartered Accountants S Lakshmanan Partner M. No. 20045 Firm Registration No. 015682N Place : Mumbai Dated : May 15, 2012 P T Siganporia Chairman Ajoy K Misra Ajit Shah Ranjit Barthakur V Subramanian
33

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

1. Significant Accounting Policies: (a) Accounting Convention The financial statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable accounting standards, notified u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared in accordance with the historical cost convention. (b) Change in presentation & disclosure of financial statement During the year ended March 31, 2012 the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statement. The company has also realigned the previous year figures in accordance with the requirements applicable in the current year. (c) Fixed Assets and Depreciation Fixed Assets are stated at cost (net of taxes recoverable) less accumulated depreciation. Expenditure incurred up to the date of commencement of commercial production is allocated to the various qualifying assets on the basis of generally accepted accounting principles. Depreciation on fixed assets is provided on straight line method in accordance with Schedule XIV to the Companies Act, 1956 except in respect of the certain assets where depreciation has been provided at the rate arrived by considering the balance useful life of the asset or schedule XIV rates whichever is higher. The details are as follows: 1. 2. Aoki Machines: Depreciated based on 7 years of useful life. Chiller/Filler/Moulds/Other accessories: Depreciated based on 4 years of useful life.
Expenditure on software and related implementation costs are capitalized where it is expected to provide enduring economic benefits and are amortized on a straight line basis over a period of five years. Subsidies from government in respect of fixed assets are deducted from the cost of respective assets. No amortization is done in respect of leasehold land in view of long tenure of lease. (d) Investments Investments of a long term nature are stated at cost, less adjustment for any diminution, other than temporary, in the value thereof. Current investments are stated at lower of cost and market value. (e) Inventories Inventories are valued as under: (a) (b) (c) (d) Raw Materials Packing Materials Stores and spares Finished goods At cost on FIFO basis At cost on FIFO basis At cost on FIFO basis At cost or net realizable value, whichever is less.
Cost includes cost of purchases, packing materials, labour charges and production overheads and other cost incurred to bring the inventories to its present condition and location. (f) Foreign Currency Transactions Transactions in foreign currency are recorded at average weekly spot rates and exchange difference resulting from settled transactions is adjusted in the Profit & Loss Account. Current asset and liability balances in foreign currency at the Balance Sheet date are restated at the year end exchange rates and the resultant net gain or loss is adjusted in the Profit & Loss Account. Year-end balances of monetary assets are restated at the year-end exchange rates.
34

(g) Deferred Taxation Deferred tax on timing difference between taxable income & accounting income is accounted for using tax rates and tax laws enacted or substantially enacted on balance sheet date. Deferred tax assets are recognized only to the extent there is virtual certainty of realization. (h) Revenue Recognition (i) Sales & Services: Sales are recognized on passing of property in goods i.e. delivery as per terms of sale. Revenue from services rendered is recognized on accrual basis. (ii) Other Income: Interest income and income from investments are accounted on accrual basis. (i) Employee Benefits (1) Post retirement employee benefits: Contribution required for Post retirement benefits like Provident Fund and Defined Contribution to Superannuation schemes, in the nature of defined contribution plans, are recognized in the Profit & Loss Account on an accrual basis. Liabilities under the defined benefit schemes are determined through independent actuarial valuation at year end and charge recognized in the books. For schemes, where recognized funds have been set up, annual contributions determined as payable in the actuarial valuation report are contributed. Actuarial gains and losses are recognized in the Profit & Loss Account. (2) Other Employees Benefits: Other employee benefits are accounted for on accrual basis. Liabilities for Compensated absences are determined based on independent actuarial valuation at year end and charge recognized in the profit and loss account. (j) Provisions, contingent liabilities and contingent assets : A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements. (k) Cash and cash equivalents : The Company consider all highly liquid financial instruments, which are readily convertible into cash and have original maturities of three months or less from the date of purchase, to be cash equivalents. (l) Impairment : At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assets net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognized immediately as income in the statement of profit and loss.
35


Note 2 : SHARE CAPITAL March 31, 2012 ` March 31, 2011 `
Authorised Share capital Equity Shares 3,50,00,000 (Previous Year 3,50,00,000) Equity Shares of Rs. 10 each
350,000,000 350,000,000
350,000,000 350,000,000
Issued, Subscribed and Paid up Equity Shares 3,39,95,971 (Previous Year 3,39,95,971) Equity Shares of Rs. 10 each fully paid
339,959,710 339,959,710
339,959,710 339,959,710
a.
Shareholders holding more than 5% shares in the Company Name of the Company Equity share of Rs 10/-each fully paid Tata Global Beverages Limited Gujarat Fluorochemicals Limited March 31, 2012 No. of Shares 15,328,285 2,335,592 % holding 45.09% 6.87% March 31, 2011 No. of Shares 13,910,653 2,335,592 % holding 40.92% 6.87%
b.
Reconcilation of the shares outstanding at the beginning and at the end of reporting period March 31, 2012 No. of Shares Opening Balance Add : Issued during the year Less : Redeeemed / Bought Back Closing Balance 33,995,971 33,995,971 ` 339,959,710 339,959,710 March 31, 2011 No. of Shares 33,995,971 33,995,971 ` 339,959,710 339,959,710
c.
Shares in the Company held by its holding company including shares held by subsidiaries or associates of holding company Name of the Company Shares held by Holding Company Tata Global Beverages Limited March 31, 2012 No. of Shares 15,328,285 15,328,285 % holding 45.09% 45.09% March 31, 2011 No. of Shares 13,910,653 13,910,653 % holding 40.92% 40.92%
36

March 31, 2012 ` Note 3 : RESERVES AND SURPLUS Securities Premium Reserve Balance as per last Balance sheet Add : Current Year Transfer Closing Balance Surplus in Profit and loss account Balance as per last Balance sheet Add : Net Loss For the current year Closing Balance Grand Total (757,578,086) (16,380,601) (773,958,687) 94,913,612 (639,110,484) (118,467,602) (757,578,086) 111,294,213 868,872,299 868,872,299 868,872,299 868,872,299 March 31, 2011 `
Note 4 : LONG TERM PROVISIONS Provision for employee benefits Superannuation Fund Leave Encashment Total 3,945,814 4,234,881 8,180,695 3,040,580 5,491,697 8,532,277
Note 5 : OTHER CURRENT LIABILITIES Other Payables (i) Statutory Liabilities 2,624,978 27,247,595 29,872,573 2,771,344 34,665,754 37,437,098
(ii) Others Total
Note 6 : SHORT TERM PROVISIONS Provision for Employee benefits Leave Encashment Total 1,304,618 1,304,618 1,095,100 1,095,100
37
38

(Amount in `) GROSS BLOCK Additions Deductions 31-Mar-12 01-Apr-11 Charge For the Year Deductions 31-Mar-12 31-Mar-12 ACCUMULATED DEPRECIATION NET BLOCK 31-Mar-11
Note 7 : FIXED ASSETS
PARTICULARS
01-Apr-11
A 691,684 3,560,946 22,042,510 38,486 154,618 445,141 1,655,053 4,736,257 23,852,181 4,736,257 23,852,181 497,498 187,900 280,425,191 276,186,432 2,318,516 2,318,516 1,391,109 927,406 139,541,874 120,257,268 187,900 273,867,916 119,329,862 497,498 278,106,675 138,150,765 4,757,158 647,398 451,930 14,339,712 18,970,536 463,703 463,703 14,803,415 19,434,239 187,900 7,033,713 4,757,158 1,873,986 1,099,328 673,179 451,930 248,173 1,993,917 7,230,681 336,333 2,397,532 116,058 696,304 244,996 149,633 275,436 149,633 275,436 149,633 249,325 221,793,090 1,783,078 105,323,405 452,391 16,583,222 113,473 30,440 34,315,764 225,354,036 11,148,740 121,906,627 1,146,147 11,919,833 2,323,104 35,007,448 12,294,887 1,158,172 13,453,059 12,294,887 133,826,460 121,906,627 535,424 452,391 2,848,840 2,397,532 1,551,258 1,099,328 152,215,041 138,150,765 1,854,812 1,391,109 154,069,853 139,541,874 1,651,170 2,323,104 1,651,170 -
TANGIBLE ASSETS 1. Leasehold Land
1,651,170
1,651,170 1,651,170 2,323,104 2,323,104 21,554,389 22,020,877 91,527,576 99,886,463 1,247,654 1,541,526 4,381,841 4,636,181 3,205,900 3,657,830
1,651,170 1,651,170 2,323,104 2,323,104 22,020,877 23,167,024 99,886,463 94,427,175 1,541,526 1,502,966 4,636,181 3,692,574 3,657,830 4,109,760
2.
Previous Year Freehold Land
1,651,170 2,323,104
3.
Previous Year Building
2,323,104 34,315,764
4.
Previous Year Plant & Equipment
34,315,764 221,793,090
5.
Previous Year Furniture & Fixtures
199,750,580 1,993,917
6.
Previous Year Office Equipments
1,839,299 7,033,713
7.
Previous Year Vehicles
5,566,560 4,757,158
Previous Year
4,757,158
Total (A)
273,867,916
125,891,634 135,717,151 135,717,151 463,704 927,407 130,873,773 927,407 1,391,110 126,355,338 136,644,558 136,644,558 132,264,883 11,784,086 4,747,557 11,784,086 -
250,203,635
Previous Year INTANGIBLE ASSETS
Computer Softwares Previous Year
2,318,516 2,318,516
Grand Total (A+B) Previous Year
276,186,432 252,522,151
CAPITAL WORK IN PROGRESS
INTANGIBLE ASSETS UNDER DEVELOPMENT 4,736,257 497,498 280,425,191 139,541,874 14,803,415 275,436 154,069,853
Grand Total (A+B+C+D)
276,186,432
142,886,981 148,428,644

March 31, 2012 ` Note 8 : LONG TERM LOANS AND ADVANCES (Unsecured, considered good) Security deposit Considered good Considered doubtful 3,884,550 765,450 1,226,247 2,267,828 (765,450) 7,378,625 14,183,000 550,000 84,447 869,359 (550,000) 15,136,806 March 31, 2011 `
Loans and advances to employees Loans and advances to others Capital Advances Less : Provision for doubtful deposits Total
Note 9 : OTHER NON CURRENT ASSETS Interest receivable Long term bank deposit with bank for more than 12 months* (Transferred from Note no. 13 - Cash and Bank balances) Total *Given as security for Bank Guarantee favouring Sales Tax 90,849 83,921 18,575 72,274 11,647 72,274
March 31, 2012 No. of Units Note 10 : CURRENT INVESTMENTS TRADE INVESTMENT AT COST INVESTMENTS - CURRENT NON TRADE (UNQUOTED) MUTUAL FUNDS (Units of ` 10/- each) TFLG- Tata Floater Fund Growth 1) 2) 3) 4) Aggregate value of Cost of Unquoted Investments Aggregate market value of Unquoted Investments Aggregate value of unquoted Investments Aggregate provision for dimunition in value of investment `
March 31, 2011 No. of Units `
2,487,487 2,487,487 -
35,820,809 35,820,809 35,820,809 36,483,972 -
39


March 31, 2012 ` Note 11 : INVENTORIES Inventories * (As taken valued & certified by the Management) Raw Materials Add: Goods in Transit Packing Materials Finished Goods Stores, Spares & Consumables Add: Goods in Transit * Raw Materials, Packing Materials, Stores & Spares are valued at Cost on FIFO basis, Finished Goods valued at cost or net realizable value, whichever is less Total 19,145,551 19,784,670 3,052,172 1,646,261 1,823,331 8,376,505 4,085,082 162,200 6,726,087 3,221,368 5,652,737 4,184,478 March 31, 2011 `
Note 12 : TRADE RECEIVABLES Trade receivables Exceeding six months from due date Secured (considered good) Unsecured Considered good Considered doubtful Total (1) Others: Secured (considered good) Unsecured Considered good Considered doubtful Total (2) Total (1+2) Less : Provision for doubtful debts Grand Total Trade Receivables includes amount due from Holding Company ` 13,933,964 /- (Previous Year ` 10,352,329/-) 28,074,750 28,074,750 65,841,916 33,483,302 32,358,614 27,175,167 28,267,218 62,917,123 32,422,930 30,494,193 1,092,051 4,083,864 33,483,302 37,767,166 2,226,774 32,422,930 34,649,905 200,000 201
40

March 31, 2012 ` Note 13 : CASH AND BANK BALANCES 1 Cash and Cash equivalents (i) Balance with Banks in current accounts 6,865,002 50,955 6,915,957 3,736,307 42,356 3,778,663 (ii) Cheques/drafts on hand (iii) Cash on hand Total (1) 2 Other Bank balances Deposit with bank for a period of more than 3 months and less than 12 months* Long term Bank Deposit for more than 12 months Less: Long term deposit with bank for more than 12 months (Transferred to Note no. 9 - Other Non Current Assets) Total (2) Total (1)+(2) *Given as security for bank guarantee favouring State Excise Authorities. 640,127 7,556,084 740,700 4,519,363 640,127 90,849 730,976 90,849 740,700 83,921 824,621 83,921 March 31, 2011 `
Note 14 : SHORT TERM LOANS AND ADVANCES (Unsecured, considered good) Loans and advances to employees Loans and advances to related parties Inter Corporate Deposits Loans and advances to others Advance tax (Net of Provisions) Total 10,991 1,599,867 245,000,000 1,602,170 22,704,143 270,917,171 423,418 230,000,000 2,052,107 23,167,251 255,642,776
Note 15: OTHER CURRENT ASSETS Interest Receivable on Inter Corporate Deposits/Fixed Deposits with Bank 2,424,011 2,424,011 3,046,300 3,046,300
41


March 31, 2012 ` Note 16 : REVENUE FROM OPERATIONS Sale of Goods Sale of Packaged Natural Mineral Water Sale of Services Product Development Fees Other Operating Revenue Sale of Scrap Liabilities and Provisions written back Other Income Total (1) Note 17 : OTHER INCOME (a) Profit on sale of Current Investments (b) Interest Income Tax deducted at source: ` 2,438,771/(Previous year: ` 2,423,674/-) (c) Miscellaneous Income Total (2) Total (1) + (2) Note 18 : MANUFACTURING AND GENERAL EXPENSES (a) Manufacturing Expenses Power & Fuel Marking Fee Stores & Spares Consumed Repairs & Maintenance Plant & Machinery Building Other Factory expenses Total (a) (b) Employees benefit expenses * (i) Salaries, Wages, Bonus etc. (ii) Companys Contribution to Retirement Funds & Other Funds (iv) Workmen / Staff Welfare Expenses Total (b) Total (a) + (b) * Including ` 18,590,668/- for salary & allowances and other perquisites of Managing Director/ Executive Director (Previous Year ` 21,116,070/-) - Refer Note 25(B) * The above includes amounts paid to the Holding Company/ Associate Company for staff on deputation. March 31, 2011 `
137,270,381 45,000,000 700,514 5,383,533 439,440 188,793,868 3,119,552 25,248,029
181,567,104 30,000,000 680,195 3,061,650 128,079 215,437,028 4,337,420 24,383,032
1,323,621 29,691,202 218,485,070
1,179,137 29,899,589 245,336,617
11,467,564 229,568 2,619,884 223,590 4,042,457 1,790,664 20,373,727
9,368,953 227,772 2,616,186 16,383 66,231 1,562,113 13,857,638
61,409,821 3,736,873 1,863,646 67,010,340 87,384,067
61,841,453 3,996,627 2,632,684 68,470,764 82,328,402
42

March 31, 2012 ` Note 18 : MANUFACTURING AND GENERAL EXPENSES (contd.) Amount brought forward (c) Other Expenses Financial expenses Rent & Hire Charges Legal & Professional Charges Rates & Taxes Office Maintenance & General Expenses Travelling & Conveyance - Others Communication Expenses Provision for Doubtful Debts Directors Travelling Auditors Remuneration i. As Auditors Fees ii. For Taxation matters iii. For Certificate/Limited Review Fees iv. For Service Tax & Expenses reimbursement Directors Sitting Fees Insurance Commission to Consignee Agents Discounts, Rebates & Claims Selling Expenses Advertisement & Publicity Expenses Business & Sales Promotion Marketing Consultancy Expenses Event / Launch Expenses Freight & Forwarding Expenses Miscellaneous Expenses Total (c) GRAND TOTAL (a) + (b) + (c) 390,000 50,000 180,000 272,646 720,000 254,183 3,720,581 39,590,440 126,974,507 390,000 50,000 180,000 192,340 750,000 650,396 13,413,544 15,627,280 9,735,452 26,202,946 4,900,537 5,332,452 8,781,071 44,817,268 4,943,518 179,831,291 262,159,693 75,735 5,091,440 18,573,935 151,818 2,697,779 3,408,522 1,350,761 1,060,372 1,592,668 381,656 11,618,345 10,994,946 5,142,261 4,129,665 3,418,822 3,060,419 4,177,136 941,237 87,384,067 82,328,402 March 31, 2011 `
43


19. Contingent liabilities and Commitments: (i) (ii) Contingent Liability not provided for in respect of: Claims against the company not acknowledged as debt `18,20,091 (Previous Year `18,22,766) Commitments : Estimated amount of contracts remaining to be executed on capital account and not provided for (net off advances) `8,92,200 (Previous year `Nil) 2011-12 ` Opening Balance invested in Mutual Funds Inter Corporate Deposits 3,58,20,809 23,00,00,000 26,58,20,809 Less : Utilised Fixed Assets Modernization & Manufacturing Facilities Publicizing Companys Products Widening Distribution Network Developing Overseas Market Developing New Product Working Capital 62,31,983 66,83,436 Nil Nil 1,14,92,642 Nil (35,87,252) 2,08,20,809 Balance invested in Mutual Funds Inter Corporate Deposits 0.00 24,50,00,000 24,50,00,000 2010-11 ` 19,02,01,827 16,50,00,000 35,52,01,827 70,43,329 7,46,495 3,30,77,456 92,01,538 17,77,895 17,168 3,75,17,137 8,93,81,018 3,58,20,809 23,00,00,000 26,58,20,809
20. Utilization of Funds received on preferential allotment
21. In the opinion of the Board of Directors, Current Assets, Loans and Advances have realizable value at least equal to amount stated in Balance Sheet in the ordinary course of business. 22. Amounts due to Micro, Small and Medium Enterprises Disclosure of amounts due to Micro, Small and Medium Enterprises under current liabilities is based on the information with the company regarding status of the supplier as defined under Micro, Small and Medium Enterprises Development Act, 2006 As certified by the management, accounts overdue as on March 31, 2012 to . Micro, Small and Medium Enterprises on account of principal amount together with interest aggregate to ` Nil (Previous Year - Nil) 23. Deferred Taxation No provision has been made for deferred tax assets in respect of carried forward business losses as there is no virtual certainty of having adequate taxable profit in the near future to realize such assets. 24. Earnings per Share Particulars Profit/(Loss) after tax for the year (`) No. of shares at beginning of the year Weighted Average No. of Shares as at Year end Earnings (in `) per Share (Nominal Value of ` 10/- per share) - Basic & diluted Earnings per Share (`) 2011-12 (1,63,80,601) 3,39,95,971 3,39,95,971 (0.48) (0.48) 2010-11 (11,84,67,602) 3,39,95,971 3,39,95,971 (3.48) (3.48)
44

The Earning per Share has been calculated based upon the Weighted Average number of shares in accordance with AS-20. 25. Related Party Disclosure under AS-18 : Related parties with whom transactions have taken place during the year Holding Company : Tata Global Beverages Limited Mr Pradeep Poddar, Managing Director & CEO Key Managerial Personnel :
(A) Tata Global Beverages Limited Nature of relationship Holding Company Opening Balance Re-imbursements Product Development Fees Advisory & consultancy services Amount Paid Sale of Fixed Assets Recovery of Claim Amount Received Sales & Service Commission Expenses paid on our behalf Closing Balance (B) Remuneration / Reimbursement to the Managing Director Amount in ` Particulars Salary including perquisites Contribution to Provident Fund Mr Pradeep Poddar 1,80,53,548 (1,71,04,932) 5,37,120 (4,92,480) Ms Abanti Sankaranarayanan Nil (34,66,117)* Nil (52,541)* 2011-12 ` 1,07,75,746 1,12,99,336 4,96,35,000 Nil Nil Nil Nil (5,25,00,000) Nil (36,76,251) 1,55,33,831 2010-11 ` 3,33,71,953 4,39,59,639 3,30,90,000 20,24,686 27,647 Nil Nil (897,80,924) (78,90,369) (40,26,886) 1,07,75,746
* Ms. Abanti Sankaranarayanan was the Executive Director for a part of the year 2010-11. The above table does not include the contribution to Gratuity, as the same is not separately available. Note: (i) Relationships with Related parties are specified by the management and relied upon by the Auditors. (ii) Figures in brackets are in respect of the previous year.
26. Applicable disclosures as per AS-15 (Revised). The Company has calculated the various benefits provided to employees as under: A) Defined Contribution Plans Provident Fund including Employee pension scheme During the year Company has recognized the following amounts in Profit & Loss Account for the year ended March 31, 2012 Employers Contribution to Provident Fund ` 23,95,067/-(Previous Year ` 28,92,297/-)
45


B) Defined Benefit Plans Defined Benefit Plans - Gratuity 2011-12 ` Change in Benefit Obligation Liability at the beginning of the year Cost of Benefit increase Interest cost Current Service Cost Benefit Paid Actuarial (gain)/loss Liability at the end of the year II. Fair value of Plan Assets Fair value of Plan Assets at the beginning of the year Expected Return on Plan Assets Contributions Benefit Paid Actuarial gain/(loss) on Plan Assets Fair value of Plan Assets at the end of the year III. Actual Return on Plan Assets Actual Return on Plan Assets Expected Return on Plan Assets Actuarial gain/(loss) on Plan Assets Actuarial (gain)/loss on obligation IV. Amount Recognized in the Balance Sheet Liability at the end of the year Fair Value of Plan Assets at the end of the year Funded Status Unrecognized Actuarial Gain/(Loss) Net (Assets)/Liability Recognized in the Balance Sheet V. Expenses Recognized in the Income Statement Current Service Cost Interest Cost Cost of Benefit increased Expected Return on Plan Assets Net Actuarial (Gain)/loss to be Recognized Unrecognized Actuarial (Gain)/Loss Expense Recognized in P&L VI. Actuarial Assumptions: For the year Discount Rate Current Rate of Return on Plan Assets Current Salary Escalation Current I. 3,827,206 360,207 873,797 (504,706) (427,989) 4,128,515 4,698,586 389,594 877,969 (504,706) (23,456) 5,437,987 366,138 (389,594) (23,456) (427,989) 4,128,515 (5,437,987) 93,225 (1,216,247) 873,797 360,207 (389,594) (404,533) 91,204 531,081 8.60% 7.50% 5.00% 2010-11 ` 2,848,635 224,758 809,071 (31,154) (24,104) 3,827,206 2,679,886 138,543 1,696,454 (31,154) 214,857 4,698,586 353,400 (138,543) 214,857 (24,104) 3,827,206 (4,698,586) 2,021 (869,359) 809,071 224,758 (138,543) (238,961) 2,021 658,346 8.00% 7.50% 5.00%
Gratuity liability is funded with the Life Insurance Corporation of India. As per para 132 of AS15 (R) no specific disclosure is required in respect of compensated absence, hence no details of the same have been given.
46

27. There is no separate reportable segment, as the company is predominantly engaged in only one segment i.e. Packaged Natural Mineral Water Therefore, the provisions of AS17 issued by the Institute of Chartered . Accountants of India, pertaining to Segment Reporting, is not applicable. There is only one geographical segment in which the company operates i.e. India. 28. (i) Exceptional Item represents one time ex-gratia payments made to employees who have left the company. (ii) Sale of goods during the year represents sales to PepsiCo India Holdings Private Ltd (PIH) and NourishCo Beverages Ltd (NBL) pursuant to arrangements between the Company and PIH/NBL respectively (the Company currently has a Brand licensing and manufacturing arrangement with NBL). Since pursuant to these arrangements the selling, distribution and marketing activities were handled by PIH and NBL during the year, the Company did not incur any expenditure in respect thereof. 29. Additional information (Figures in brackets represent figures of Previous Year) a) For Manufacturing activities i) Details of Purchases and Consumption of Raw Materials Particulars Preform Cap Cost Free Goods* Packing materials Total Purchases ` 50,363,763 (49,814,430) 7,658,295 (7,068,676) Nil ((4,209,560)) 28,176,257 (28,574,939) 86,198,315 (81,248,485) Consumption ` 53,623,060 (45,975,352) 8,072,913 (6,469,043) Nil ((4,209,560)) 29,574,294 (27,076,957) 91,270,267 (75,311,792)
* represents goods distributed as free samples under various schemes transferred to Selling Expenses ii) Finished goods Particulars Finished goods iii) Sale of Services Particulars Product Development Fees b) Expenditure in Foreign Currency Particulars i) ii) iv) Professional Fees Travelling Expenses Books & Periodicals 2011-12 ` 9,548,277 786,354 403,622 397,210 2010-11 ` 13,162,897 1,804,969 Nil Nil ` 45,000,000 (30,000,000) Sales Value ` 137,270,381 (181,567,104) Opening Stock ` 5,652,737 (12,551,232) Closing Stock ` 8,376,505 (5,652,737)
iii) Stores & Spares
47


c) Value of Imports on CIF basis : Particulars i) Capital Goods 2011-12 ` Nil Nil 472,950 2010-11 ` Nil Nil Nil
ii) Raw Material iii) Stores & Spares d)
Value of Imported & Indigeneous Raw Materials, Packing materials, Spare Parts & Components consumed and percentage thereof to the total Consumption: Imported Amount ` Raw Materials Packing Materials Stores & Spares Nil (3,745,939) Nil (Nil) 44,104 (Nil) NIL % of total consumption Nil (8%) Nil (Nil) 2% (Nil) Indigenous Amount ` 61,695,973 (44,488,896) 29,574,294 (27,076,957) 2,575,780 (2,616,186) % of total consumption 100% (92%) 100% (100%) 98% (100%)
e) Earnings in Foreign Exchange :
Note: Figures in brackets represent those of previous year. 30. The figures of the previous year have been regrouped/rearranged, wherever necessary, to conform to current years presentation.
48

Registered Office : Village Dhaula Kuan, District Sirmour173 025, Himachal Pradesh.
Attendance Slip
I hereby record my presence at the TWENTY FIRST ANNUAL GENERAL MEETING of the Company at Village Dhaula Kuan, District Sirmour173 025, Himachal Pradesh, on Friday, August 3, 2012 at 3.30 p.m. SIGNATURE OF THE ATTENDING MEMBER/PROXY
NOTES : 1. Shareholder/Proxyholder wishing to attend the meeting must bring this Attendance Slip to the meeting and hand it over at the entrance duly signed. 2. Shareholder/Proxyholder desiring to attend the meeting should bring his/her copy of the Annual Report for reference at the meeting.

Registered Office : Village Dhaula Kuan, District Sirmour173 025, Himachal Pradesh.
Proxy
I/We ...................................................................................................................................................................................................................................................
of............................................................. in the district of ...................................................................................................................................................... being a Member/Members of the abovenamed Company, hereby appoint ................................................................................................................. .....................................................................................................of .....................................................................................................................in the district of .....................................................................or failing him ............................................................................of.............................................in the district of ............................................................................................. as my/our Proxy to attend and vote for me/us and on my/our behalf at the Twenty First Annual General Meeting of the Company, to be held on Friday, August 3, 2012 at 3.30 p.m. or at any adjournment thereof. Signed this .................................................................................................................. day of ................................................................................................. 2012.
Reference Folio No.: DP ID/BEN ID
Signature
No. of Shares held This form is to be used fit.

* in favour of * against
Affix 30 Paise Revenue Stamp
the resolution. Unless otherwise instructed, the Proxy will vote as he thinks
* Strike out whichever is not desired. NOTE : The Proxy must be returned so as to reach the Registered Office of the Company, at Village Dhaula Kuan, District Sirmour173 025, Himachal Pradesh, not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

Memwl Ar 2011-12

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MOUNT EVEREST MINERAL WATER LIMITED

Twenty first annual report 2011-2012

MOUNT EVEREST MINERAL WATER LIMITED

Registrar & Share Transfer Agent

Registered Office & Works

MOUNT EVEREST MINERAL WATER LIMITED

DETAILS OF DIRECTORS RETIRING BY ROTATION AT THIS ANNUAL GENERAL MEETING

MOUNT EVEREST MINERAL WATER LIMITED

Nil Nil Nil

MOUNT EVEREST MINERAL WATER LIMITED

Minimum remuneration in case of inadequacy of profits during any financial year.

MOUNT EVEREST MINERAL WATER LIMITED

MOUNT EVEREST MINERAL WATER LIMITED

ANNEXURE TO THE DIRECTORS REPORT

Mumbai June 26, 2012

MANAGEMENT DISCUSSIONS AND ANALYSIS

MOUNT EVEREST MINERAL WATER LIMITED

REPORT ON CORPORATE GOVERNANCE

MOUNT EVEREST MINERAL WATER LIMITED

MOUNT EVEREST MINERAL WATER LIMITED

MOUNT EVEREST MINERAL WATER LIMITED

Ethics & Compliance Committee

December 29, 2008 July 31, 2009

4.30 PM Nil 4.30 PM 1

AGM 2009-10 Same as above AGM 2010-11 Same as above ii)

July 30, 2010 August 5, 2011

4.30 PM Nil 4.00 PM Nil

MOUNT EVEREST MINERAL WATER LIMITED

iii) Registrar & Share Transfer Agent:

20000 150 15000 100 10000 50 5000

MOUNT EVEREST MINERAL WATER LIMITED

Upto 5001 10001 20001 30001 40001 50001 100001

Tata Group Companies

Overseas Bodies Corporate

Bodies Corporate Foreign Institutional Investors (FIIs)

Financial Institutions Mutual Funds

viii) Dematerialisation of shares

xi) Address for Investor Correspondence

Shareholders Relation Cell

MOUNT EVEREST MINERAL WATER LIMITED

Place: Mumbai Date: June 26, 2012

(S Lakshmanan) Partner Membership No. 20045 Firm Registration No. 015682N

Mumbai 15th May, 2012

(S Lakshmanan) Partner Membership No. 20045 Firm Registration No. 015682N

MOUNT EVEREST MINERAL WATER LIMITED

ANNEXURE TO THE AUDITORS REPORT

Mumbai 15th May, 2012

MOUNT EVEREST MINERAL WATER LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2012

339,959,710 94,913,612 434,873,322

8,526,678 29,872,573 1,304,618 39,703,869 482,757,886

TOTAL III. Notes Forming Part of the Financial Statements

For and on behalf of the Board Pradeep Poddar Managing Director

Directors A P K Chettiar GM - Legal & Company Secretary

(16,380,601) (0.48) (0.48) 1 - 30

(118,467,602) (3.48) (3.48)

For and on behalf of the Board Pradeep Poddar Managing Director

Directors A P K Chettiar GM - Legal & Company Secretary

MOUNT EVEREST MINERAL WATER LIMITED

For and on behalf of the Board Pradeep Poddar Managing Director

Directors A P K Chettiar GM - Legal & Company Secretary

MOUNT EVEREST MINERAL WATER LIMITED