Rallis Accounts 2007 - Moneycontrol.com

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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

MOUNT EVEREST MINERAL WATER LIMITED

Twenty first annual report 2011-2012


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CORPORATE INFORMATION

Board of DirectorsP T Siganporia (Chairman)Salim Govani**Vinod Sethi**Ajoy K MisraPradeep Mallick***Joseph Kodianthara**Ajit ShahRanjit BarthakurV SubramanianSuresh 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)

AuditorsSNB AssociatesChartered Accountants

BankersHDFC Bank LimitedState Bank of IndiaThe Hongkong & Shanghai Banking Corporation Limited

Registrar & Share Transfer AgentSkyline Financial Services Pvt. Ltd.D-153A, 1st Floor, Phase I,Okhla Industrial Area,New Delhi 110 020

Registered Office & WorksVillage Dhaula Kuan,District Sirmour 173 025,Himachal Pradesh

Corporate OfficeMount Everest Mineral Water LimitedNew Excelsior Building, 4th Floor,A K Nayak Marg, Fort, Mumbai 400 001.Tel. : 91 22 66366700; Fax: 91 22 66366727

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NOTICE

Notice is hereby given that the Twenty First Annual General Meeting of Mount Everest Mineral Water Limited will be heldon August 3, 2012 at 3.30 p.m. at Village Dhaula Kuan, District Sirmour 173 025, Himachal Pradesh to transact thefollowing business:-

Ordinary Business

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2012, and theBalance Sheet as at that date together with the Reports of the Board of Directors’ and the Auditors’ thereon.

2. To appoint a Director in place of Mr P T Siganporia, who retires by rotation and being eligible offers himself forre-appointment.

3. To appoint a Director in place of Mr Ajoy K Misra, who retires by rotation and being eligible offers himself forre-appointment.

4. To appoint Auditors and fix their remuneration.

Special Business

5. 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 GeneralMeeting 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 theAct, as amended or re-enacted from time to time, the Company hereby approves the revision in the terms of theremuneration of Mr Pradeep Poddar, Managing Director, with effect from April 1, 2012 for the remainder of thetenure 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 toinclude any Committee of the Board constituted to exercise its powers, including the powers conferred by thisResolution) be and is hereby authorized to take all such steps as may be necessary, proper and expedient to giveeffect 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 theCompanies Act, 1956 (“the Act”) read with Schedule XIII of the Act, as amended or re-enacted from time to time, theCompany hereby approves the re-appointment and terms of remuneration of Mr Pradeep Poddar as ManagingDirector of the Company for the period August 22, 2012 to August 21, 2017 upon the terms and conditions set outin the Explanatory Statement annexed to the Notice convening this Meeting, including the remuneration to be paidin the event of loss or inadequacy of profits in any financial year, with liberty to the Board of Directors (hereinafterreferred to as ‘the Board’ which term shall be deemed to include any Committee of the Board constituted to exerciseits powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of the saidre-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, properand expedient to give effect to this Resolution.”

BY ORDER OF THE BOARD

A P K ChettiarGeneral Manager (Legal)

& Company SecretaryPlace: MumbaiDate : June 26, 2012

Registered Office :Village Dhaula KuanDistrict Sirmour 173 025Himachal Pradesh


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NOTES

1. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the businessunder Item Nos. 5 and 6 set out above and details under Clause 49 of the Listing Agreement with the StockExchange in respect of Directors seeking re-appointment and for the re-appointment of the Managing Director atthe 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 attendand vote instead of himself and a proxy need not be a Member of the Company. Proxies, in order to beeffective must be received at the Company’s Registered office not less than forty eight hours before theMeeting. Proxies submitted on behalf of limited companies, societies, partnership firms etc. must be backedby appropriate resolution/authority as applicable, issued by the member organization.

3. The Register of Members and Share Transfer Book of the Company will remain closed from July 28, 2012 toAugust 3, 2012 (both days inclusive).

4. Proxy Form and Attendance slips are enclosed.

5. Members holding shares in physical form are requested to advice any change of address immediately to Company’sRegistrar and Share Transfer Agent, Skyline Financial Services Private Limited. Members holding shares in thedematerialized 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). Thesechanges will be automatically reflected in Company’s records, which will help the Company to provide efficient andbetter service to the Members.

6. Members holding shares in a single name and physical form are advised to make nomination in respect of theirshareholding in the Company. The nomination forms can be obtained from the Company’s Registrar and ShareTransfer Agent.

7. Pursuant to SEBI notification no.MED/DOP/CIR-05/2009 dated May 20, 2009, it has become mandatory for thetransferee(s) to furnish copy of PAN Card to the Company/RTA for transfer of shares in physical form.

8. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documentswith its shareholders through an electronic mode. A recent amendment to the Listing Agreement with the StockExchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registeredtheir 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.

DETAILS OF DIRECTORS RETIRING BY ROTATION AT THISANNUAL GENERAL MEETING

Name of the Director Mr P T Siganporia Mr Ajoy K Misra

Date of Birth 25.02.1951 25.04.1957

Date of Appointment 22.08.2007 22.08.2007

Qualifications B.Sc., PGDBM B.E.(Civil), MBA

No. of shares of the Company held Nil Nil

Expertise in Specific functional areas Vast and rich experience in Vast and rich experience inManagement and Corporate Management and Corporatestrategies strategies

List of Directorships held in other - Tata Global Beverages Limited - Tata Global Beverages Limitedcompanies. - Tata Coffee Limited - Nourishco Beverages Limited

Chairman / Member of the Committeesof the Boards of other companies in whichhe is Director as on March 31, 2012 Nil Nil

* Other Directorships/Committee memberships exclude Directorships in private/foreign companies and companiesincorporated under Section 25 of the Companies Act, 1956.

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EXPLANATORY STATEMENT

Pursuant to Section 173 (2) of the Companies Act, 1956 (the Act), the following Explanatory Statement sets out thematerial 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 fromAugust 22, 2007 on the terms and conditions and remuneration as approved by the Members at the Extra OrdinaryGeneral 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 recommendedto the Board the increase in remuneration of Mr Poddar from the existing slab of `230,000/- to `400,000/- to the newslab of `400,000/- to `600,000/- and also his re-appointment for a period of five years commencingfrom August 22, 2012.

The Board vide a Circular Resolution dated June 25, 2012 has approved the increase in salary of Mr Poddar from theexisting slab of `230,000/- to `400,000/- to the new slab of `400,000/- to `600,000/- with effect from April 1, 2012 andhave also reappointed him as the Managing Director of the Company for a period of five years with effect fromAugust 22, 2012, subject to the approval of the Members. The main terms and conditions relating to the reappointmentof Mr Poddar as Managing Director (MD), are as follows:

(1) Tenure of Agreement: For a period of 5 years commencing from August 22, 2012.

(2) Nature of duties: The MD shall devote his whole time and attention to the business of the Company and carry outsuch duties as may be entrusted to him by the Board from time to time and separately communicated to him andsuch powers as may be assigned to him, subject to superintendence, control and directions of the Board inconnection with and in the best interests of the business of the Company and the business of any one or more ofits associated companies and/or subsidiaries, including performing duties as assigned by the Board from time totime by serving on the boards of such associated companies and / or subsidiaries or any other executive body orany committee of such a company.

(3) a) Remuneration: Salary: `410,300/- per month in the scale of `400,000/- to `600,000/- with annual incrementseffective 1st April every year as may be decided by the Board, based on merit and taking into account theCompany’s performance. Incentive remuneration, if any, and/or commission based on certain performancecriteria to be laid down by the Board. The benefits, perquisites and allowances will be determined by theBoard from time to time.

b) Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financialyear, the Company has no profits or its profits are inadequate, the Company will pay remuneration for a periodnot exceeding 3 years by way of salary, incentive remuneration, perquisites and allowances, as specified above.

(4) (i) The MD shall not become interested or otherwise concerned, directly or through his spouse and/or children,in any selling agency of the Company.

(ii) The terms and conditions of the said appointment of the MD may be altered and varied from time to time bythe Board as it may, in its discretion deem fit, within the maximum amounts payable to the MD, in accordancewith the provision of the Act or any amendments made hereafter in this regard and subject to such approvalsas may be required.

(iii) This appointment may be terminated by either party by giving to the other party six months’ notice of suchtermination or the Company paying six months’ remuneration in lieu thereof.


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(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 affectingthe business of the Company or any subsidiary or associated company to which he is required by theAgreement to render services; or

(b) In the event of any serious repeated or continuing breach (after prior warning) or non-observance by theMD of any of the stipulations contained in the agreement to be executed between the Company and theMD; or

(c) In the event the Board expresses its loss of confidence in the MD.

(v) Upon the termination by whatever means of the MD’s employment:

(a) The MD shall immediately tender his resignation from offices held by him in any subsidiary or associatedcompany 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 asconnected 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 tothe 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 theManaging Director and also cease to be a Director. If at any time the MD ceases to be a Director of theCompany 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 shallcease 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 theTata 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 toextend the relaxation of the requirement of obtaining Central Government’s approval for payment of managerialremuneration 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 orat any time during last two years before date of appointment -

a) Is not having any interest in the capital of the Company or its holding company, directly or indirectly orthrough any other statutory structures; and

b) 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 withSchedule 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 nowplaced 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 hisremuneration 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 isdeemed concerned or interested in the Resolutions mentioned in Item Nos. 5 and 6 of the Notice.

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Additional information relevant for the approval of the revision in remuneration payable to Mr Pradeep Poddarand for his reappointment as per Notification dated 16th January, 2002 issued by the Department ofCompany Affairs.

I General Information

(i) Nature of Industry: The Company is engaged, interalia in the packaging, sale and marketing of NaturalMineral Water.

(ii) Date or expected date of commencement of commercial production: The Company was incorporated onDecember 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 financialinstitutions appearing in the prospectus: Not Applicable.

(iv) Financial performance based on given indicators as per Audited Financial Results for the year endedMarch 31, 2012 and for the year ended March 31, 2011:

Particulars For the year ended For the year ended31.03.2012 31.03.2011(` in Crores) (` in Crores)

Turnover and other income 22.12 23.66

Net profit/(loss) as per Profit & Loss A/c (1.64) (11.85)

Loss as computed under Section 309(5) read withSection 198 of the Act (0.47) (9.82)

(v) Export performance and foreign exchange earned:

(a) For the financial year ended March 31, 2012 : Nil

(b) For the financial year ended March 31, 2011 : Nil

(vi) Foreign investments or collaboration, if any : Nil

II Information about the appointee

(i) 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 corporateleader 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) A high achieving technocrat.

b) A Fast Tacker in Glaxo India, selected amongst few as Young Global Leader (1989).

c) The youngest CEO in Heinz India at 41 years (1996).

d) In top 5 global performers in Heinz (Chairman’s award in 2000).

e) Rated in top 5 percentile amongst Amercian Executives by Personnel Decisions International,New York (2000).

f ) 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 anddirection 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.


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(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 bedecided by the Board, based on merit and taking into account theCompany’s performance; incentive remuneration, if any, and/or commissionbased on certain performance criteria to be laid down by the Board; benefits,perquisites and allowances as may be determined by the Board from timeto time.

Minimum remuneration in Salary, perquisites and allowances, incentive remuneration excludingcase of inadequacy of profits commission in terms of the Members’ approval.during any financial year.

(vi) Comparative remuneration profile with respect to industry, size of the Company, profile of the position andperson (in case of expatriates the relevant details would be with respect to the country of his origin): Theremuneration 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, ifany: Besides the remuneration proposed, the Managing Director does not have any other pecuniary relationshipwith 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’. TheNatural Mineral Water is a niche and nascent category in the Indian Bottled Water Market. Also, the cost pushinflation 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 volumescompounded 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 turnaround the performance. A distribution arrangement has been set up through NourishCo Beverages Limited, aJoint 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 atmore locations. Plans are in place to invest behind the brand ‘Himalayan’ to improve its look and feel, ensuringthat the product commands high and competitive price whereby enhancing its brand leadership. Foray intostrategic 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 thecoming years.

By Order of the Board

A P K ChettiarGeneral Manager (Legal)

& Company SecretaryPlace: MumbaiDate: June 26, 2012

Registered Office :Village Dhaula Kuan, District Sirmour 173 025Himachal Pradesh.

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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 2010-11` (Lacs) ` (Lacs)

Income from Sales & Services

- Mineral Water 1372.70 1815.67

- Product Development Fees 450.00 300.00

Movement in Stocks 27.24 (68.98)

Other Income 362.15 319.69

Total Income 2212.09 2366.38

Profit / (Loss) before interest and depreciation 29.63 (990.34)

Depreciation and Amortisation (148.03) (194.34)

Exceptional Items (45.41) -

Profit before Tax (163.81) (1184.68)

Tax -

Profit / (Loss) after Tax (163.81) (1184.68)

Profit / (Loss) brought forward from earlier years (7575.79) (6391.11)

Profit / (Loss) carried forward (7739.60) (7575.79)

2. Operating Results

Highlights

The year under review was the first full year of operations where NourishCo Beverages Ltd. (NBL), the 50:50 JointVenture set up by Tata Global Beverages Limited (TGBL) and PepsiCo India Holdings Private Limited (PIH), handledthe entire sales, marketing and distribution of ‘Himalayan’ through the PIH Go-To-Markets (GTM) network.. Thisenabled 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 previousyear. The drop in volume is attributable to the initial teething problems experienced during the first half of the yearby the PIH GTM. This shifting of the distribution of the brand through a different GTM impacted the immediatevolume surge expected by this initiative. However the brand stablised and showed momentum in the second halfwhich augurs well for the brand. Today Himalayan is widely distributed and available in 20 niche markets across theCountry.

The sales revenue at Rs 1373 lacs during the year was lower than Rs 1816 lacs during the previous year as therealization 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 materialcosts below the said percentage increase. In addition, aggressive initiatives were undertaken to reduce corporatecosts more so with front end marketing/ sales activities transferred to NBL. This helped your Company to significantlyreduce 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 opportunityto 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 investmentsbehind the brand

This year also saw Himalayan featured in the Brand Equity’s Most Trusted brand list of Cold beverages. Himalayan isthe only Natural Mineral Water Brand to make it to the top 20 Trusted Beverage list, two years in running.


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During the year, the Health and Safety Audit by DIET Norseke Veritas (DNV) UK complimented on the very highstandards maintained by your Company.

Keeping the buzz and excitement alive, extension of Himalayan as a brand is in an advanced stage of developmentand should delight the consumers’ in near future.

The recent JV between Starbucks and TGBL would be opening up significant volume opportunities for the brand inan 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 opportunitiesin 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 Companyfrom Foresight Holdings Private Limited and Mr Vinod Sethi, subsequently TGBL has acquired the balance of 16,92,807shares (4.98%) of their holdings. In terms of this acquisition, Foresight Holdings Private Limited through Mr SalimGovani 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 issueof 2007. The unutilized portion of the preferential issue as on March 31, 2012 amounting to `24.50 crores was placedas Inter Corporate Deposits.

4. Dividend

In view of the accumulated losses, your Directors do not recommend any dividend for the year.

5. Corporate Governance

Your Company has consistently adopted high standards of Corporate Governance and is committed to and firmlybelieves in practicing good governance.

A note on Corporate Governance as also the certificate from Company’s Auditors confirming compliance of CorporateGovernance 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 therepresentations received from the operating management, your Directors hereby confirm that:-

i) in the preparation of the annual accounts for 2011-12, the applicable accounting standards have been followedand there are no material departures.

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied themconsistently and made judgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit / loss of theCompany for the financial year.

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance ofadequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of theCompany 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 aCircular Resolution approved the increase in the remuneration of Mr Pradeep Poddar, Managing Director of theCompany, subject to the approval of the Members at the 21st Annual General Meeting. This has resulted in a changein 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 Resolutionreappointed Mr Poddar as the Managing Director, subject to the approval of the Members at the 21st Annual GeneralMeeting 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 beingeligible, offer themselves for re-election.

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Brief particulars and expertise of these Directors as also their other Directorships and committee membership areannexed 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 ofDirectors 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 Companyresigned 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 theBoard 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 Memberof 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 ofAudit Committee and Chairman of the Share Transfer cum Investors’ Grievance Committee, Remuneration Committeeand 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 ofoffice as its Directors.

8. Auditors

The Members are requested to appoint Auditors and fix their remuneration. M/s SNB Associates, the retiring Auditorshave 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 CorporateAffairs, 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 andAssociates, Cost Accountants have been appointed subject to the terms of the Cost Order No. 52/26/CAB/2010 dated24-1-2012 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 theaforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Memberinterested 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 theReport 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 adequatelyinsured, 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 personalefforts as well as their collective contribution to the Company’s performance over the years and particularly in2011-12. Your Directors would also like to thank the various Government Institutions, Departments and Organisations,Company’s banks, distributors, suppliers, transporters and other stakeholders for their unstinting support.

On behalf of the Board of Directors

P T SiganporiaMumbai, ChairmanJune 26, 2012


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ANNEXURE TO THE DIRECTORS’ REPORTInformation 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 ENERGY1. 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 Nilif any, under implementation aimed atenergy conservation

3. Impact of measures taken The effective use of Hydro-electricity at the Plant led to savingsin the cost of operations & reducing Air and Noise pollution.

B. RESEARCH & DEVELOPMENT1. 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 Nil5. Technology absorption:

1. Efforts made i) Installation of Water Meter on both the sources to monitorthe quantum of water extracted.

ii) Old asbestos sheets replaced with new galvanized sheetsof 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 bettermanufacturing environment.

2. Benefits Difficult to quantify3. Technology imported during last five years

(i) Technology imported for a) Labeling cum Steam Shrinking machinemanufacture b) Moulds

(ii) Year of import a) 2007-08b) 2007-08

(iii) Has technology been fully a) Yesabsorbed b) Yes

6. Foreign Exchange Earnings and outgoCurrent year Previous year

ended on ended on31.03.2012 (`) 31.03.2011 (`)

1. Foreign Exchange earned Nil Nil 2. Foreign Exchange used for expenses

i) Professional Fees 9,548,277 1,31,62,897ii) Advertisement Nil Niliii) Traveling Expenses 786,354 18,04,969iv) Stores & Spares 403,622 Nilv) Books & Periodicals 397,210 NilValue of Imports in CIF Basisi) Capital Goods Nil Nilii) Raw Material Nil Niliii) Stores & Spares 472,950 Nil

For and on behalf of the Board

P T SiganporiaMumbai ChairmanJune 26, 2012

13

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 categorymarket 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 brandedcontributes to 60% of the market. (Three key players mainly dominate the Indian Bottled Water market, Parle Bisleri, CocoCola 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 isthe only widely accepted and accredited brand in the category, and is placed at a premium pedestal and as an imagedriver. 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 hasentered the market to tap into the immense potential of the market. Qua is a product marketed jointly by NarangBeverages & Danone.

The crude led materials constitute up to 80% of the total material costs. Any increase in the global crude oil rate willdirectly impact the profitability. The impact on freight cost and the distribution challenges is typical to a singlesource bottler.

The Company which is part of the Tata Beverages Group is marketing, selling and distributing Himalayan water throughNourishco Beverages Limited a 50:50 Joint Venture Company, set up by Tata Global Beverages Ltd and PepsiCo IndiaHoldings Private Ltd for marketing, sale and distribution of a portfolio of ‘good for you’ beverages. This partnership hasallowed wider and deeper market access for brand Himalayan, riding on Pepsi’s deep and elaborate sales and distributionnetwork 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 inPET bottles and Sale of Services by way of Product Development Fees continues to be the core activities ofthe Company.

Internal control systems

The Company is constantly monitoring and improving on its internal control systems to ensure that all Company’spolicies, procedures and guidelines are in place and also to make certain that all transactions are authorized, recordedand reported correctly.

Financial & Operating performance

Improvement in the macro economic scenario is happening slowly and yet to convert to enhanced consumer spends in asustained manner. This has had a rather deleterious effect on the overall business of the Company with major institutionscutting back on their expenses and therefore, consumption of the Company’s branded product. As a result, the Turnover ofthe 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.


14


Treasury and Liquidity

As at March 31, 2012, the Company has surplus funds of `2450 lacs, being the residual balance lying unutilized out of thePreferential Allotment made in 2007. The surplus funds were invested in Inter Corporate Deposits (ICD) and a MutualFund. 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 organizationcan grow without a committed team of employees at all levels. Accordingly, it aims to retain and recruit quality professionalsand 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 duringthe year and over all relations with the employees and workers remained cordial and harmonious. The total number ofemployees and workers as on March 31, 2012 was 144 in all.

Cautionary Statement

Statement in this report on Management’s Discussions and Analysis describing the Company’s objectives, projection, maybe forward looking statements and are based on certain expectations. Actual results could however differ materially fromthose expressed or implied. Important factors that could make a difference in the Company’s operations include situationin 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.

15

REPORT ON CORPORATE GOVERNANCE

Investor Relations

1. Company’s Philosophy on Code of Governance

The Company’s philosophy on Corporate Governance is to ensure transparency in all its dealings and in the functioningof the management and Board of Directors. These policies seek to focus on enhancement of long-term shareholdervalue without compromising on integrity, social obligations and regulatory compliances. The Company operateswithin accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationshipsbetween itself and its stake-holders. The Corporate Governance policy of the Company has been further strengthenedthrough the Tata Code of Conduct and Tata Code for Prevention of Insider Trading and Code of Corporate DisclosurePractices adopted by the Company.

The Company is in compliance with mandatory provisions of Clause 49 of the Listing Agreement with the StockExchange.

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 thetable below. The Chairman of the Board is a non-executive director and 90% of the Board comprises of non-executivedirectors and 50% of the Board comprises of non-executive Independent Directors.

A. Composition of Directors as on March 31, 2012

Category Number of Directors Percentage

Promoters’ Representatives 4 40.00

Managing Director 1 10.00

Non-Executive Independent Directors 5 50.00

10 100.00

Details of attendance of Directors at Board Meetings and at the last Annual General Meeting with particulars oftheir other Directorships and Chairman / Memberships of Board Committees showing the position as onMarch 31, 2012 are given in the following table:

Name of Director Category Attendance at Directorships and Chairman/Membership of Board Committees

Board Last in other Companies @Meetings/ AGMMeetings Director# Committee Committee

Held Member Chairman

Mr P T Siganporia C, NED & PR 4/6 Yes 2 Nil Nil

Mr Salim Govani ** NED & PG 6/6 Yes 1 Nil Nil

Mr Vinod Sethi ** NED & PG 6/6 Yes 8 6 1

Mr Ajoy K Misra NED & PR 4/6 No 2 Nil Nil

Mr Pradeep Mallick *** NED-I 5/6 Yes 8 7 1

Mr Joseph Kodianthara ** NED-I 6/6 Yes Nil Nil Nil

Mr Ajit Shah NED-I 6/6 Yes Nil Nil Nil

Mr Ranjit Barthakur NED-I 2/6 Yes 1 Nil Nil

Mr V Subramanian NED-I 6/6 Yes 4 2 1

Mr Suresh Borkar * NED-I 4/4 Yes NA NA NA

Mr Pradeep Poddar MD 6/6 Yes 2 3 NilC: Chairman, NED: Non-Executive Director; I: Independent Director; MD: Managing Director; PR: Promoter’s Representative, PG: Promoter’s 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


16


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 theattachment to the Notice.

The Company has received declarations on seven criteria of independence as prescribed in clause 49.I.A (iii) ofthe Listing Agreement from the Non-Executive Directors of the Company who have been classified asIndependent 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 ofthe Board and Committee of the Board. The Company pays a fee of `10,000/- per meeting per Director forattending 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 and29.03.2012. The maximum time gap between any two board meetings was less than four months. As will benoted from the table given above, no Director is member of more than 10 Board Committees or Chairman ofmore 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 theManaging Director. A condensed code of conduct applicable to the Non-Executive Directors was laid down bythe Board. Both the Tata Code of Conduct and the Code of Conduct for Non-Executive Directors have beenposted on the website of the Company.

In respect of the financial year 2011-12 all Board members and Senior Management personnel of the Companyhave 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 49of the Listing Agreement as well as in Section 292A of the Companies Act, 1956. Apart from all these mattersthe Audit Committee reviews management accounting policies followed by the Company and deliberates uponsuggestions 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 areasof audit, assurance and taxation. All members of the Audit Committee are Non-Executive Directors and four ofthem including the Chairman are Independent Directors. All the members of the Audit Committee are financiallyliterate as defined in clause 49.II.(A) of the Listing Agreement.

The Chairman of the Audit Committee was present at the last AGM.

17

Mr Vinod Sethi and Mr Joseph Kodianthara have resigned as Directors with effect from May 3, 2012 andMr Pradeep Mallick has resigned as a Director from May 11, 2012. In terms of their resignation as Directors of theCompany, 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. Inviteesto the Committee meetings are Managing Director, Chief Financial Officer, the Statutory Auditors and InternalAuditors. 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 10.05.11 28.07.11 18.10.11 18.01.12

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 theBoard, the remuneration package of Managing Director including his annual increment and Performance Bonusafter 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 fiveNon-Executive Directors are Independent.

Mr Joseph Kodianthara resigned as a Director of the Company with effect from May 3, 2012 and Mr PradeepMallick resigned as a Director of the Company with effect from May 11, 2012. Consequent to their resignationsas Directors of the Company, Mr Mallick has ceased to be the Member & Chairman and Mr Kodianthara as theMember of the Remuneration Committee.

Mr Ajit Shah, an Independent on Executive Director was inducted as a Member and appointed as the Chairmanof 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 membersexcept Mr Joseph Kodianthara and Mr Ranjit Barthakur.


18


iv) Remuneration Policy

The remuneration policy followed by the Company takes into consideration performance of the Companyduring the year and of the Managing Director on certain parameters, such as state of the industry, achievementof budgeted targets, growth & diversification, benchmark remuneration in other companies of comparable sizeand complexity.The Non Executive Directors including Independent Directors are paid fee of `10,000/- per meeting per Directorfor 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 Sitting Fee No. of shares held as on(` In lacs) 31.03.2012

Mr Salim Govani 0.60 -

Mr Vinod Sethi 0.90 468280

Mr Ajoy K Misra 0.25 -

Mr Pradeep Mallick 1.15 -

Mr Joseph Kodianthara 1.00 -

Mr Ajit Shah 1.00 -

Mr Ranjit Barthakur 0.30 -

Mr V Subramanian 1.20 -

Mr Suresh Borkar 0.80 -

v) Service contract and Notice period of Managing Director

Mr Pradeep Poddar’s 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 Directorduring the period April 1, 2011 to March 31, 2012 is given below:

Particulars (` In lacs)Salary 44.76

Allowances & perquisites 129.06

Contribution to Retiral funds 14.24

Commission for 2011-12 -

Sitting Fees N.A.

No. of shares held Nil

Service Contract 5 years fromAugust 22, 2007

Notice period 6 months

The Board vide a Circular Resolution dated June 25, 2012 has approved the increase in salary of Mr Poddarfrom the existing slab of `230,000/- to `400,000/- to the new slab of `400,000/- to `600,000/- with effect fromApril 1, 2012 and have also reappointed him as the a Managing Director of the Company for a period of five yearswith effect from August 22, 2012, subject to the approval of the Members at the ensuing Annual General meetingto be held on August 3, 2012.

5. Share Transfer-cum-Investors’ Grievance Committeei) 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 withMr 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 Committeeoversees the performance of Skyline Financial Services Private Limited, Registrar and Share Transfer Agent, and

19

recommends measures for overall improvement of the quality of investor services. To expedite the process ofshare transfers, the Board has delegated the power of share transfer to the Committee and share transferformalities 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 shareholdersand Number of pending complaints.

Given below are the position of queries /complaints and other correspondences received and attended toduring 2011-12 in respect of equity shares.

For non-receipt of shares lodged for transfer : 10

Queries/Complaints redressed : 05

Pending queries as on 31.03.2012 : Nil

Other Letters received from shareholders and replied : 09

During 2011-12 the Company / Registrar had received 15 complaints from the shareholders, all of which havebeen resolved.

The response time for shareholders’ correspondences during 2011-12 is shown in the following table:

Number of Percentageletters Weightage

Replied within 1 to 4 days of receipt 8 33.33%



Replied after 15 days of receipt Nil Nil

Total number of correspondence during the year 24 100%

Received in last week of March 2012 and replied in April 2012 Nil Nil

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 fordematerialization / transfer during 2011-12 is given below:-

Physical Transfers Demat Transfers

No. of requests No. of No. of requests No. ofreceived shares received shares

Lodged 85 15,900 90 27,505

Processed 68 14,200 87 27,005

Objections 17 1,700 3 500

Pending as on 31.03.2012 Nil Nil Nil Nil


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6. Other Board Committees

Name of the Committee Members Terms of reference

Executive Committee Mr P T Siganporia – Business and Strategy review. Long Term FinancialChairman Projections and Cash Flows. Capital and RevenueMr Pradeep Poddar Budgets and Capital Expenditure Programmes.Mr Ajit Shah Acquisitions, Divestments and Business RestructuringMr Pradeep Mallick * Proposals. Senior Management Succession planning.Mr Ajoy K Misra* Consequent toMr Mallick’s resignationas the Director of theCompany, he has ceasedto be a Member of theCommittee.

Nomination Committee Mr V Subramanian – To identify independent Directors to be inducted to theChairman Board from time to time. To take steps to refresh theMr Ranjit Barthakur composition of the Board from time to time.Mr P T SiganporiaMr Pradeep Poddar

Ethics & Compliance Mr Pradeep Mallick – To look into the requirements under Insider TradingCommittee Chairman** Regulations including the Group guidelines on

Mr V Subramanian, Insider Trading and Tata Code of Conduct.Chairman***Mr Pradeep Poddar** Mr Pradeep Mallickhas ceased to be theDirector of the Companywith effect fromMay 11, 2012, consequentlyhe has ceased to be theMember and Chairman of the Committee.*** Mr V Subramanian hasbeen appointed as theChairman of the Committee

During 2011-12 two meetings of the Ethics & Compliance Committee were held and no meetings of the ExecutiveCommittee and Nomination Committee were held.

7. 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 ofResolutions Specialapproved at Resolutionsthe AGM/EGM

EGM 2008-09 Village Dhaula Kuan, December 29, 2008 4.30 PM Nil -District Sirmour,Himachal Pradesh.

AGM 2008-09 Same as above July 31, 2009 4.30 PM 1 Revision in terms ofRemuneration toMs. AbantiSankaranarayanan,Executive Director

AGM 2009-10 Same as above July 30, 2010 4.30 PM Nil -

AGM 2010-11 Same as above August 5, 2011 4.00 PM Nil -

ii) Whether any special resolution passed last year through postal ballot –During 2011-12 no special resolution requiring Postal Ballot was passed.

21

8. Disclosures

i) Disclosures on materially significant related party transactions that may have potential conflict with theinterest of company at large.

There was no transaction of a material nature with any of the related parties which was in conflict with theinterest of the Company.

Details of transactions of a material nature with related parties as specified in Accounting Standard 18 issued bythe 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 andminimization procedures and periodical reviews to ensure that the critical risks are controlled by themanagement.

iii) Details of non-compliance by the company, penalties, strictures imposed on the company by StockExchange or SEBI or any statutory authority, on any matter related to capital markets during the lastthree 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 policyprovides a mechanism for employees to report their concern about unethical behavior, actual or suspectedfraud or violation of Company’s code of conduct and provides safeguards against victimization of employeeswho avail the mechanism. The policy permits reporting any concern relating to (i) financial / accounting mattersand (ii) employees at the levels of Vice Presidents and above and the Ethics counselor directly to the Chairmanof the Audit Committee. For all other matters the concern can be reported to the Ethics counselor of theCompany. The policy with the name and address of Chairman of Audit Committee has been circulated to theemployees. 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 requirementsof this clause.

The Company is compliant with mandatory requirements of Clause 49 of the Listing agreement. As far as theseven non-mandatory requirements are concerned the Board has set up a Remuneration Committee as detailedin Clause 4 above. The Board has also adopted a Whistle Blower Policy which enables the employees to reportconcerns about unethical behavior, actual or suspected fraud or violation of Company’s code of conduct. Thepolicy provides direct access to the Chairman of the Audit Committee under certain circumstances. The policyhas been communicated to the employees. Remaining non-mandatory requirements of Clause 49 are expectedto 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, asrequired 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).


22


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 theStock 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 : August 3, 2012

Venue : Village Dhaula KuanDistrict Sirmour 173025Himachal Pradesh

Financial Calendar (Tentative) : April to March

Board Meeting for approval ofAnnual Accounts 2011-12 : May 15, 2012

Financial Results for 1st Quarter 2012-13 : Last week of July 2012

Financial Results for 2nd Quarter 2012-13 : Last week of October 2012

Financial Results for 3rd Quarter 2012-13 : Last week of January 2013

Annual Accounts 2012-13 : Last week of May 2013

Book Closure Period : July 28, 2012 to August 3, 2012

ii) Listing of Equity Shares on Stock Exchange:

Bombay Stock Exchange Limited, Mumbai

Stock Codes : BSE: 531096 Demat ISIN No INE 690B01018

Listing fee : Annual Listing fee for 2012-13 have been paid to the BombayStock Exchange Limited where the shares of the Company arelisted.

iii) Registrar & Share Transfer Agent: 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: [email protected]

23

iv) Market Price Data:

Monthly high / low and trading volumes during the last financial year on the BSE depicting liquidity of theCompany’s Equity Shares on the said exchange is given hereunder:

Month High (`) Low(`) No. of Shares Traded

April 2011 88.50 72.30 8,46,558

May 2011 80.90 71.65 1,28,919

June 2011 92.55 71.10 9,82,227

July 2011 95.50 78.10 12,23,519

August 2011 106.60 70.00 30,16,884

September 2011 82.90 69.10 3,79,379

October 2011 79.00 63.60 5,44,865

November 2011 72.05 56.05 3,85,758

December 2011 62.80 47.00 3,47,306

January 2012 80.50 52.00 10,99,236

February 2012 101.35 79.60 16,69,199

March 2012 116.45 92.00 20,42,765

0

5000

10000

15000

20000

25000

Mar 1

2

Feb 12

Jan 12

Dec 11

Nov 11

Oct 11

Sep 11

Aug 11Ju

l 11

Jun 11

May 11

Apr 11

0

50

100

150

200

High Price Indices


24


v) Share Transfer System

Trading in Equity Shares of the Company is permitted in Demat form only. Work related to share transfer / otherinvestor services are handled by Skyline Financial Services Pvt. Ltd., New Delhi. All share transfers / transmissionsand 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 Amount (nominal value of shares)

` ` Number % to Total In ` % to Total

Upto 5000 7354 81.84 1,19,71,590 3.52

5001 10000 738 8.21 62,35,990 1.83

10001 20000 330 3.67 52,10,750 1.53

20001 30000 153 1.70 40,53,580 1.19

30001 40000 52 0.58 18,82,980 0.55

40001 50000 72 0.80 34,18,620 1.01

50001 100000 120 1.34 90,04,530 2.65

100001 And above 167 1.86 29,81,81,670 87.71

Total 8986 100.00 33,99,59,710 100.00

CATEGORIES OF SHAREHOLDERS AS ON MARCH 31, 2012

Sr.No. Particulars No. of Holders Holding/Shares held % to Capital

1 Tata Group Companies 3 1,53,28,285 45.27

2 Financial Institutions 3 7,200 0.02

3 Mutual Funds 9 4,82,310 1.42

4 Foreign Institutional Investors (FIIs) 6 12,41,886 3.65

5 Bodies Corporate 352 76,37,998 22.47

6 Overseas Bodies Corporate 5 68,200 0.19

7 Individuals & Others 8608 91,70,092 26.98

8986 3,39,95,971 100.00

Bodies Corporate

Foreign Institutional Investors (FIIs)

Mutual Funds

Financial Institutions

Tata Group Companies

Individuals & Others

Overseas Bodies Corporate

25

viii) Dematerialisation of shares :

3,28,61,086 Equity shares representing 96.66% of the total Equity Capital of the Company are held indematerialized 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 ConvertibleInstrumentsConversion date and likely

impact on equity : NIL

x) Plant Location : Village Dhaula Kuan, Paonta Sahib,District Sirmour – 173025Himachal Pradesh.

xi) Address for Investor : M/s Skyline Financial Services Pvt. LtdCorrespondence D-153A, 1st Floor, Phase – I

Okhla Industrial AreaNew Delhi – 110 020Tel. 011-30857575, 30857563Fax 011- 26292681E-Mail: [email protected]

Contact : Mr Subhash AgarwalMr Virender Rana

Shareholders’ Relation Cell : Mr A P K Chettiar, General Manager(Legal) & Company SecretaryMount Everest Mineral Water Limited4th Floor, New Excelsior BuildingA K Nayak Marg, FortMumbai 400 001.Email : [email protected]

Mrs Rupina MistryEmail: [email protected]

12. Top Ten Shareholders

As on March 31, 2012 the Top Ten shareholders of the Company were the following:

Sr. No. Name of the Shareholder No. of Shares Percentage of shareholding

1 Tata Global Beverages Limited 1,53,28,285 45.09

2 Gujarat Fluoro Chemicals Limited 23,35,592 6.87

3 Kotak Mahindra Investments Limited 14,88,332 4.38

4 Foresight Holdings Private Limited 12,24,527 3.6

5 Doha Investment Company 7,55,127 2.22

6 Mr Vinod Sethi 4,68,280 1.38

7 Mr Ashwin Kedia 3,68,571 1.08

8 Mr Rajesh Damji Nandu 3,19,940 0.94

9 Rahi Estates Private Limited 2,73,978 0.81

10 DSP Blackrock Tax Saver Fund 2,73,710 0.81


26


CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OFTHE 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 WaterLimited (the Company) for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreementof the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management.Our examination was carried out in accordance with the guidance note on certification of Corporate Governanceissued by the Institute of Chartered Accountants of India and was limited to procedures and implementationthereof, 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 certifythat the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreements.

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

For SNB AssociatesChartered Accountants

(S Lakshmanan)Partner

Place: Mumbai Membership No. 20045Date: June 26, 2012 Firm Registration No. 015682N

13. Auditors Certificate on Corporate Governance

As required under Clause 49 of the Listing Agreement, the Auditors’ certificate on compliance with the corporategovernance 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 CorporateDisclosure practices which your Company has adopted. Mr C Chandramohan, Chief Financial Officer, of the Companyis 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 Conductfrom the Directors and Senior Management personnel of the Company in respect of the financial year 2011-12.

27

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, theStatement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors’ Report) (Amendment) Order, 2004 (‘The Order’) issued by the Central Governmentof India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956 (‘The Act’) and on the basis of suchchecks of the books and records of the Company as we considered appropriate and according to the information andexplanations given to us, we give in the attached Annexure a statement on the matters specified in paragraphs 4 and 5 ofthe 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 necessaryfor 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 fromour examination of those books;

(c) The Balance Sheet, the Profit and Loss Account and Cash Flow statement dealt with by this report are inagreement with books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Statement and Cash Flow statement dealt with by thisreport 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 bythe Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the saidBalance Sheet, the Profit and Loss Statement and Cash Flow statement, read together with the SignificantAccounting policies and notes thereon give the information required by the Companies Act, 1956 in the mannerso required and give a true and fair view in conformity with the accounting principles generally accepted inIndia:

(i) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012 and

(ii) in the case of the Profit and Loss Statement of the Loss of the Company for the year ended on that date.

(iii) in the case of the Cash Flow statement, of the Cash Flows for the year ended on that date.



Mumbai Membership No. 2004515th May, 2012 Firm Registration No. 015682N


28


ANNEXURE TO THE AUDITORS’ REPORT

To the Members of Mount Everest Mineral Water Limited

i) a) The Company has maintained proper records showing full particulars including quantitative details andsituation of fixed assets.

b) Physical verification of Fixed Assets is carried out by the management with a planned programme ofverification, 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 onsuch verification were not material and have been properly dealt with in books of accounts.

c) The Company has not disposed off substantial part of its fixed assets during the year.

ii) a) The inventory of the Company has been physically verified by the management during the year. In ouropinion, the frequency of physical verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of inventory followed by the management were found reasonable and adequate in relation to thesize of the Company and nature of its business.

c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained properrecords of inventory and the discrepancies noticed on physical verification of inventory as compared to thebook records were not material and have been properly dealt with in the books of account.

iii) (a) In our opinion and according to the information and explanations given to us, the Company has neither grantednor taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the registermaintained under section 301 of the Act.

(b) As the Company has not granted or taken any loan, secured or unsecured from companies, firms or otherparties covered in the register maintained under section 301 of the Act paragraph iii(b), iii(c) and iii(d) arenot applicable.

iv) In our opinion, and according to the information and explanations given to us, there are adequate internalcontrol systems commensurate with the size of the Company and the nature of its business for the purchasesof inventory, fixed assets and for the sale of goods. Further on the basis of our examinations and according tothe information and explanations given to us, we have neither come across nor have been informed of anyinstance of major continuing weaknesses in the aforesaid internal control systems.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions thatneed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been soentered.

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

vi) The Company has not accepted any deposit within the meaning of Section 58A, 58AA or any other relevant provisionsof 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 natureof 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.

29

ix) a) According to the information and explanations given to us and according to the books and records asproduced 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 OtherStatutory dues have been regularly deposited with the appropriate authorities. According to the explanationsgiven to us, no undisputed arrears of Statutory dues were outstanding as at March 31, 2012 for a period ofmore 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 ofdisputes.

x) The Company has accumulated losses as at the 31st March 2012 which are more than 50% of its “net worth” andit has incurred cash losses during the financial year ended on that date and in the immediately preceedingfinancial year.

xi) According to the information and explanations given to us, there were no dues payable to any FinancialInstitution or Banks or Debenture Holders during the year.

xii) According to the information and explanations given to us, the Company has not granted any loans andadvances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statute as specified under paragraph xiii(a), xiii(b), xiii(c) and xiii(d) of the Order arenot applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company is not dealer ortrader 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 forloans 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 loansfrom Bank and/or Financial Institutions during the year hence paragraph xvii of the Order is not applicable tothe Company.

xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet ofthe Company, in our opinion, there were no funds raised on a short term basis which have been used for longterm investment.

xviii) According to the information and explanations given to us, the Company has not made, any preferentialallotment of shares covered in the register maintained under Section 301 of the Companies Act, 1956 during theyear, 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 notapplicable to the Company.

xx) The Company has not raised any money by public issue during the year hence, paragraph xx of the Order is notapplicable.

xxi) According to the information and explanations given to us, during the year, no fraud on or by the Company hasbeen noticed or reported.



Mumbai Membership No. 2004515th May, 2012 Firm Registration No. 015682N


30


BALANCE SHEET AS AT 31ST MARCH, 2012

Notes March 31, 2012 March 31, 2011` `

I. EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 2 339,959,710 339,959,710(b) Reserves and surplus 3 94,913,612 111,294,213

434,873,322 451,253,9232 Non-current liabilities

(a) Long-term provisions 4 8,180,695 8,532,277

8,180,695 8,532,2773 Current liabilities

(a) Trade payables 8,526,678 14,639,084(b) Other current liabilities 5 29,872,573 37,437,098(c) Short-term provisions 6 1,304,618 1,095,100

39,703,869 53,171,282

TOTAL 482,757,886 512,957,482

II. ASSETSNon-current assets1 (a) Fixed assets 7

(i) Tangible assets 125,891,634 135,717,151(ii) Intangible assets 463,704 927,407(iii) Capital work-in-progress 11,784,086 11,784,086(iv) Intangible assets under

development 4,747,557 -

142,886,981 148,428,644(b) Long-term loans and advances 8 7,378,625 15,136,806(c) Other non-current assets 9 90,849 83,921

150,356,455 163,649,3712 Current assets

(a) Current investments 10 - 35,820,809(b) Inventories 11 19,145,551 19,784,670(c) Trade receivables 12 32,358,614 30,494,193(d) Cash and bank balances 13 7,556,084 4,519,363(e) Short-term loans and advances 14 270,917,171 255,642,776(f ) Other current assets 15 2,424,011 3,046,300

332,401,431 349,308,111

TOTAL 482,757,886 512,957,482

III. Notes Forming Part of the FinancialStatements 1 - 30

As per our report attachedFor SNB ASSOCIATESChartered Accountants For and on behalf of the Board

P T Siganporia Pradeep PoddarS Lakshmanan Chairman Managing DirectorPartnerM. No. 20045Firm Registration No. 015682N Ajoy K Misra

Ajit Shah DirectorsRanjit Barthakur

Place : Mumbai V Subramanian A P K ChettiarDated : May 15, 2012 GM - Legal & Company Secretary

}

31

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

Notes March 31, 2012 March 31, 2011` `

IV. INCOME

I. Revenue from operations 16 188,793,868 215,437,028

II. Other income 17 29,691,202 29,899,589

Total Revenue (I + II) 218,485,070 245,336,617

V. EXPENSES 18

Cost of Material consumed 91,270,267 75,311,792

Changes in Inventories of Finished Goods (2,723,768) 6,898,495

Manufacturing Expenses 20,373,727 13,857,638

Employee Benefits Expense 67,010,340 68,470,764

Depreciation 14,803,415 19,434,239

Other expenses 39,590,440 179,831,291

Total Expenses 230,324,421 363,804,219

VI. Loss before Exceptional item and tax (IV-V) (11,839,351) (118,467,602)

VII. Exceptional Items (Income)/Expenses (Refer Note no. 28) 4,541,250 -

VIII. Loss before Tax (VI-VII) (16,380,601) (118,467,602)

IX. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

Total Taxes - -

X. Loss after tax for the period (VII-IX) (16,380,601) (118,467,602)

XI. Earnings per equity share:

(1) Basic (0.48) (3.48)

(2) Diluted (0.48) (3.48)

III. Notes Forming Part of the FinancialStatements 1 - 30





}


32


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

March 31, 2012 March 31, 2011` `

A) Cash flow from operating activities

Net Profit/(Loss) before Tax (16,380,601) (118,467,602)

(16,380,601) (118,467,602)

Adjustments For:

Depreciation 14,803,415 19,434,239

Provision for doubtful debts 1,060,372 4,177,136

Provision for doubtful deposits 215,450 550,000

Provision for Contingencies 55,553 -

Sundry balances/Provisions written back (5,383,533) (3,061,650)

Loss on sale of assets 556 32,267

Assets written off 218,906 -

Sundry balances written off - 1,483

Income from sale/ switch of investments in mutual funds (3,119,552) (4,337,420)

Interest Income (25,248,029) (24,383,032)

Cash flow from operations before working capital changes (33,777,463) (126,054,579)

Adjustments for:s

(Increase)/Decrease in Long term loans and advances 9,810,559 1,727,574

(Increase)/Decrease in other non current assets 11,647 -

(Increase)/Decrease in Inventories 639,119 1,172,037

(Increase)/Decrease in Trade receivables (2,924,793) 23,872,976

(Increase)/Decrease in Short term loans and advances (675,613) 22,359,444

(Increase)/Decrease in Other Current assets 3,046,300 (870,165)

Increase/(decrease) in Trade payables (6,112,406) (760,085)

Increase/(decrease) in Other current liabilities (2,236,545) 1,944,542

Increase/(decrease) in Provisions (142,064) (23,160,952)

Cash generated from operations (32,361,259) (99,769,208)Refund of Income tax 9,160,951 1,844,471

Taxes paid (8,659,159) (10,535,186)

Net cash flow from Operating activities (31,859,467) (108,459,923)

B) Cash flow from Investment Activities

Investment in intercorporate deposits (Net) (15,000,000) (65,000,000)

Acquisition of Fixed Assets/Intangibles/ Capital advances (11,751,642) (7,043,329)

Interest received 22,805,443 23,512,867

Proceeds from redemption of mutual funds (Net of Purchases) 38,940,360 158,718,438

Sale of fixed assets 2,600 6,000

Net Cash Used in Investing Activities 34,996,761 110,193,976

33

March 31, 2012 March 31, 2011` `

C) Cash Flow from Financing Activities - -

Net Cash Used In Financing Activities - -

Net Increase / (Decrease) in cash and cash equivalents 3,137,294 1,734,053

Cash and Cash Equivalents as at 1st April 2011 3,778,663 2,044,610

Cash and Cash Equivalents as at 31st March 2012 6,915,957 3,778,663

Cash and Cash equivalents 6,915,957 3,778,663

Add : Bank Balances and deposits not considered as cash 640,127 740,700

Cash and Bank Balances as per Note no 13 7,556,084 4,519,363

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

For SNB ASSOCIATESChartered Accountants For and on behalf of the Board




}


34


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 accountingprinciples in India, the applicable accounting standards, notified u/s 211(3C) of the Companies Act, 1956 andthe relevant provisions of the Companies Act, 1956. The financial statements have been prepared in accordancewith 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, hasbecome applicable to the company, for preparation and presentation of its financial statements. The adoptionof revised Schedule VI does not impact recognition and measurement principles followed for preparation offinancial statements. However, it has significant impact on presentation and disclosures made in the financialstatement. The company has also realigned the previous year figures in accordance with the requirementsapplicable in the current year.

(c) Fixed Assets and Depreciation

Fixed Assets are stated at cost (net of taxes recoverable) less accumulated depreciation. Expenditure incurredup to the date of commencement of commercial production is allocated to the various qualifying assets on thebasis of generally accepted accounting principles.

Depreciation on fixed assets is provided on straight line method in accordance with Schedule XIV to theCompanies Act, 1956 except in respect of the certain assets where depreciation has been provided at the ratearrived by considering the balance useful life of the asset or schedule XIV rates whichever is higher. The detailsare as follows:

1. Aoki Machines: Depreciated based on 7 years of useful life.

2. 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 provideenduring 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) Raw Materials - At cost on FIFO basis

(b) Packing Materials - At cost on FIFO basis

(c) Stores and spares - At cost on FIFO basis

(d) Finished goods - At cost or net realizable value, whichever is less.

Cost includes cost of purchases, packing materials, labour charges and production overheads and other costincurred 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 resultingfrom settled transactions is adjusted in the Profit & Loss Account. Current asset and liability balances in foreigncurrency at the Balance Sheet date are restated at the year end exchange rates and the resultant net gain orloss is adjusted in the Profit & Loss Account. Year-end balances of monetary assets are restated at the year-endexchange rates.

35


(g) Deferred Taxation

Deferred tax on timing difference between taxable income & accounting income is accounted for using taxrates 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 toSuperannuation schemes, in the nature of defined contribution plans, are recognized in the Profit & LossAccount on an accrual basis.

Liabilities under the defined benefit schemes are determined through independent actuarial valuation atyear 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. Actuarialgains 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 aredetermined based on independent actuarial valuation at year end and charge recognized in the profit andloss 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 isprobable that an outflow of resources will be required to settle the obligation, in respect of which reliableestimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value andare determined based on best estimate required to settle the obligation at the balance sheet date. These arereviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilitiesare not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in thefinancial statements.

(k) Cash and cash equivalents :

The Company consider all highly liquid financial instruments, which are readily convertible into cash and haveoriginal 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 cashgenerating unit to determine whether there is any indication that those assets were impaired. If any suchindication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairmentloss. Recoverable amount is the higher of an asset‘s 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 arediscounted to their present value using a pre-tax discount rate that reflects the current market assessments oftime 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.


36



Note 2 : SHARE CAPITAL March 31, 2012 March 31, 2011` `

1 Authorised Share capitalEquity Shares3,50,00,000 (Previous Year 3,50,00,000)Equity Shares of Rs. 10 each 350,000,000 350,000,000

350,000,000 350,000,000

2 Issued, Subscribed and Paid upEquity Shares3,39,95,971 (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 March 31, 2012 March 31, 2011

No. of Shares % holding No. of Shares % holding

Equity share of Rs 10/-each fully paidTata Global Beverages Limited 15,328,285 45.09% 13,910,653 40.92%Gujarat Fluorochemicals Limited 2,335,592 6.87% 2,335,592 6.87%

b. Reconcilation of the shares outstanding at the beginning and at the end of reporting period

March 31, 2012 March 31, 2011

No. of Shares ` No. of Shares `

Opening Balance 33,995,971 339,959,710 33,995,971 339,959,710Add : Issued during the year - - - -Less : Redeeemed / Bought Back - - - -

Closing Balance 33,995,971 339,959,710 33,995,971 339,959,710

c. Shares in the Company held by its holding company including shares held by subsidiaries or associatesof holding company

Name of the Company March 31, 2012 March 31, 2011

No. of Shares % holding No. of Shares % holding

Shares held by Holding CompanyTata Global Beverages Limited 15,328,285 45.09% 13,910,653 40.92%

15,328,285 45.09% 13,910,653 40.92%

37

March 31, 2012 March 31, 2011` `

Note 3 : RESERVES AND SURPLUS

Securities Premium Reserve

Balance as per last Balance sheet 868,872,299 868,872,299

Add : Current Year Transfer - -

Closing Balance 868,872,299 868,872,299

Surplus in Profit and loss account

Balance as per last Balance sheet (757,578,086) (639,110,484)

Add : Net Loss For the current year (16,380,601) (118,467,602)

Closing Balance (773,958,687) (757,578,086)

Grand Total 94,913,612 111,294,213

Note 4 : LONG TERM PROVISIONS

Provision for employee benefits

Superannuation Fund 3,945,814 3,040,580

Leave Encashment 4,234,881 5,491,697

Total 8,180,695 8,532,277

Note 5 : OTHER CURRENT LIABILITIES

Other Payables

(i) Statutory Liabilities 2,624,978 2,771,344

(ii) Others 27,247,595 34,665,754

Total 29,872,573 37,437,098

Note 6 : SHORT TERM PROVISIONS

Provision for Employee benefits

Leave Encashment 1,304,618 1,095,100

Total 1,304,618 1,095,100



38


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39


March 31, 2012 March 31, 2011` `

Note 8 : LONG TERM LOANS AND ADVANCES

(Unsecured, considered good)

Security deposit

- Considered good 3,884,550 14,183,000

- Considered doubtful 765,450 550,000

Loans and advances to employees - 84,447

Loans and advances to others 1,226,247 869,359

Capital Advances 2,267,828 -

Less : Provision for doubtful deposits (765,450) (550,000)

Total 7,378,625 15,136,806

Note 9 : OTHER NON CURRENT ASSETS

Interest receivable 18,575 11,647

Long term bank deposit with bank for more than 12 months* 72,274 72,274

(Transferred from Note no. 13 - Cash and Bank balances)

Total 90,849 83,921

*Given as security for Bank Guarantee favouring Sales Tax

March 31, 2012 March 31, 2011

No. of Units ` 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 - - 2,487,487 35,820,809

- - 2,487,487 35,820,809

1) Aggregate value of Cost ofUnquoted Investments - - - 35,820,809

2) Aggregate market value ofUnquoted Investments - - - 36,483,972

3) Aggregate value of unquotedInvestments - - - -

4) Aggregate provision for dimunition invalue of investment - - - -


40


March 31, 2012 March 31, 2011` `

Note 11 : INVENTORIES

Inventories *

(As taken valued & certified by the Management)

Raw Materials 3,052,172 6,726,087

Add: Goods in Transit 1,646,261 -

Packing Materials 1,823,331 3,221,368

Finished Goods 8,376,505 5,652,737

Stores, Spares & Consumables 4,085,082 4,184,478

Add: Goods in Transit 162,200 -

* Raw Materials, Packing Materials, Stores & Spares arevalued at Cost on FIFO basis, Finished Goods valued atcost or net realizable value, whichever is less

Total 19,145,551 19,784,670

Note 12 : TRADE RECEIVABLES

Trade receivables

Exceeding six months from due date

Secured (considered good) 200,000 201

Unsecured

Considered good 4,083,864 2,226,774

Considered doubtful 33,483,302 32,422,930

Total (1) 37,767,166 34,649,905

Others:

Secured (considered good) - 1,092,051

Unsecured

Considered good 28,074,750 27,175,167

Considered doubtful - -

Total (2) 28,074,750 28,267,218

Total (1+2) 65,841,916 62,917,123

Less : Provision for doubtful debts 33,483,302 32,422,930

Grand Total 32,358,614 30,494,193

Trade Receivables includes amount due from HoldingCompany ` 13,933,964 /- (Previous Year ` 10,352,329/-)


41


March 31, 2012 March 31, 2011` `

Note 13 : CASH AND BANK BALANCES

1 Cash and Cash equivalents

(i) Balance with Banks in current accounts 6,865,002 3,736,307

(ii) Cheques/drafts on hand - -

(iii) Cash on hand 50,955 42,356

Total (1) 6,915,957 3,778,663

2 Other Bank balances

Deposit with bank for a period of more than 3 monthsand less than 12 months* 640,127 740,700

Long term Bank Deposit for more than 12 months 90,849 83,921

730,976 824,621

Less: Long term deposit with bank for more than12 months 90,849 83,921

(Transferred to Note no. 9 - Other Non Current Assets)

Total (2) 640,127 740,700

Total (1)+(2) 7,556,084 4,519,363

*Given as security for bank guarantee favouringState Excise Authorities.

Note 14 : SHORT TERM LOANS AND ADVANCES

(Unsecured, considered good)

Loans and advances to employees 10,991 -

Loans and advances to related parties 1,599,867 423,418

Inter Corporate Deposits 245,000,000 230,000,000

Loans and advances to others 1,602,170 2,052,107

Advance tax (Net of Provisions) 22,704,143 23,167,251

Total 270,917,171 255,642,776

Note 15: OTHER CURRENT ASSETS

Interest Receivable on Inter Corporate Deposits/FixedDeposits with Bank 2,424,011 3,046,300

2,424,011 3,046,300


42



March 31, 2012 March 31, 2011` `

Note 16 : REVENUE FROM OPERATIONSSale of Goods

Sale of Packaged Natural Mineral Water 137,270,381 181,567,104Sale of Services

Product Development Fees 45,000,000 30,000,000Other Operating Revenue

Sale of Scrap 700,514 680,195Liabilities and Provisions written back 5,383,533 3,061,650Other Income 439,440 128,079

Total (1) 188,793,868 215,437,028

Note 17 : OTHER INCOME(a) Profit on sale of Current Investments 3,119,552 4,337,420(b) Interest Income 25,248,029 24,383,032

Tax deducted at source: ` 2,438,771/-(Previous year: ` 2,423,674/-)

(c) Miscellaneous Income 1,323,621 1,179,137

Total (2) 29,691,202 29,899,589

Total (1) + (2) 218,485,070 245,336,617

Note 18 : MANUFACTURING AND GENERAL EXPENSES(a) Manufacturing Expenses

Power & Fuel 11,467,564 9,368,953Marking Fee 229,568 227,772Stores & Spares Consumed 2,619,884 2,616,186Repairs & Maintenance- Plant & Machinery 223,590 16,383- Building 4,042,457 66,231Other Factory expenses 1,790,664 1,562,113

Total (a) 20,373,727 13,857,638

(b) Employees benefit expenses *(i) Salaries, Wages, Bonus etc. 61,409,821 61,841,453(ii) Company’s Contribution to Retirement

Funds & Other Funds 3,736,873 3,996,627(iv) Workmen / Staff Welfare Expenses 1,863,646 2,632,684

Total (b) 67,010,340 68,470,764

Total (a) + (b) 87,384,067 82,328,402

* Including ` 18,590,668/- for salary & allowances and otherperquisites 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.

43


March 31, 2012 March 31, 2011` `

Note 18 : MANUFACTURING AND GENERALEXPENSES (contd.)

Amount brought forward 87,384,067 82,328,402

(c) Other Expenses

Financial expenses 75,735 381,656

Rent & Hire Charges 5,091,440 11,618,345

Legal & Professional Charges 18,573,935 10,994,946

Rates & Taxes 151,818 5,142,261

Office Maintenance & General Expenses 2,697,779 4,129,665

Travelling & Conveyance - Others 3,408,522 3,418,822

Communication Expenses 1,350,761 3,060,419

Provision for Doubtful Debts 1,060,372 4,177,136

Directors Travelling 1,592,668 941,237

Auditors’ Remuneration

i. As Auditors’ Fees 390,000 390,000

ii. For Taxation matters 50,000 50,000

iii. For Certificate/Limited Review Fees 180,000 180,000

iv. For Service Tax & Expenses reimbursement 272,646 192,340

Directors Sitting Fees 720,000 750,000

Insurance 254,183 650,396

Commission to Consignee Agents - 13,413,544

Discounts, Rebates & Claims - 15,627,280

Selling Expenses - 9,735,452

Advertisement & Publicity Expenses - 26,202,946

Business & Sales Promotion - 4,900,537

Marketing Consultancy Expenses - 5,332,452

Event / Launch Expenses - 8,781,071

Freight & Forwarding Expenses - 44,817,268

Miscellaneous Expenses 3,720,581 4,943,518

Total (c) 39,590,440 179,831,291

GRAND TOTAL (a) + (b) + (c) 126,974,507 262,159,693


44



19. Contingent liabilities and Commitments:

(i) Contingent Liability not provided for in respect of:Claims against the company not acknowledged as debt `18,20,091 (Previous Year `18,22,766)

(ii) Commitments :Estimated amount of contracts remaining to be executed on capital account and not provided for (net offadvances) `8,92,200 (Previous year `Nil)

20. Utilization of Funds received on preferential allotment2011-12 2010-11

` `

Opening Balance invested inMutual Funds 3,58,20,809 19,02,01,827Inter Corporate Deposits 23,00,00,000 16,50,00,000

26,58,20,809 35,52,01,827

Less : UtilisedFixed Assets 62,31,983 70,43,329Modernization & Manufacturing Facilities 66,83,436 7,46,495Publicizing Company’s Products Nil 3,30,77,456Widening Distribution Network Nil 92,01,538Developing Overseas Market 1,14,92,642 17,77,895Developing New Product Nil 17,168Working Capital (35,87,252) 3,75,17,137

2,08,20,809 8,93,81,018

Balance invested inMutual Funds 0.00 3,58,20,809Inter Corporate Deposits 24,50,00,000 23,00,00,000

24,50,00,000 26,58,20,809

21. In the opinion of the Board of Directors, Current Assets, Loans and Advances have realizable value at least equalto amount stated in Balance Sheet in the ordinary course of business.

22. Amounts due to Micro, Small and Medium EnterprisesDisclosure of amounts due to Micro, Small and Medium Enterprises under current liabilities is based on theinformation with the company regarding status of the supplier as defined under “Micro, Small and MediumEnterprises Development Act, 2006”. As certified by the management, accounts overdue as on March 31, 2012 toMicro, Small and Medium Enterprises on account of principal amount together with interest aggregate to ` Nil(Previous Year - Nil)

23. Deferred TaxationNo provision has been made for deferred tax assets in respect of carried forward business losses as there is novirtual certainty of having adequate taxable profit in the near future to realize such assets.

24. Earnings per Share

Particulars 2011-12 2010-11

Profit/(Loss) after tax for the year (`) (1,63,80,601) (11,84,67,602)No. of shares at beginning of the year 3,39,95,971 3,39,95,971Weighted Average No. of Shares as at Year end 3,39,95,971 3,39,95,971Earnings (in `) per Share (Nominal Value of ` 10/- per share) (0.48) (3.48)

- Basic & diluted Earnings per Share (`) (0.48) (3.48)

45


The Earning per Share has been calculated based upon the Weighted Average number of shares in accordancewith 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

Key Managerial Personnel : Mr Pradeep Poddar, Managing Director & CEO

(A) Tata Global Beverages Limited

Nature of relationship – Holding Company 2011-12 2010-11` `

Opening Balance 1,07,75,746 3,33,71,953

Re-imbursements 1,12,99,336 4,39,59,639

Product Development Fees 4,96,35,000 3,30,90,000

Advisory & consultancy services Nil 20,24,686

Amount Paid Nil 27,647

Sale of Fixed Assets Nil Nil

Recovery of Claim Nil Nil

Amount Received (5,25,00,000) (897,80,924)

Sales & Service Commission Nil (78,90,369)

Expenses paid on our behalf (36,76,251) (40,26,886)

Closing Balance 1,55,33,831 1,07,75,746

(B) Remuneration / Reimbursement to the Managing DirectorAmount in `

Particulars Mr Pradeep Ms AbantiPoddar Sankaranarayanan

Salary including perquisites 1,80,53,548 Nil(1,71,04,932) (34,66,117)*

Contribution to Provident Fund 5,37,120 Nil(4,92,480) (52,541)*

* 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 yearended March 31, 2012

Employers’ Contribution to Provident Fund ` 23,95,067/-(Previous Year ` 28,92,297/-)


46



B) Defined Benefit Plans

Defined Benefit Plans - Gratuity

2011-12 2010-11

` `

I. Change in Benefit ObligationLiability at the beginning of the year 3,827,206 2,848,635Cost of Benefit increase - -Interest cost 360,207 224,758Current Service Cost 873,797 809,071Benefit Paid (504,706) (31,154)Actuarial (gain)/loss (427,989) (24,104)

Liability at the end of the year 4,128,515 3,827,206

II. Fair value of Plan AssetsFair value of Plan Assets at the beginning of the year 4,698,586 2,679,886Expected Return on Plan Assets 389,594 138,543Contributions 877,969 1,696,454Benefit Paid (504,706) (31,154)Actuarial gain/(loss) on Plan Assets (23,456) 214,857

Fair value of Plan Assets at the end of the year 5,437,987 4,698,586

III. Actual Return on Plan AssetsActual Return on Plan Assets 366,138 353,400Expected Return on Plan Assets (389,594) (138,543)Actuarial gain/(loss) on Plan Assets (23,456) 214,857Actuarial (gain)/loss on obligation (427,989) (24,104)

IV. Amount Recognized in the Balance SheetLiability at the end of the year 4,128,515 3,827,206Fair Value of Plan Assets at the end of the year (5,437,987) (4,698,586)Funded Status - -Unrecognized Actuarial Gain/(Loss) 93,225 2,021Net (Assets)/Liability Recognized in the Balance Sheet (1,216,247) (869,359)

V. Expenses Recognized in the Income StatementCurrent Service Cost 873,797 809,071Interest Cost 360,207 224,758Cost of Benefit increased - -Expected Return on Plan Assets (389,594) (138,543)Net Actuarial (Gain)/loss to be Recognized (404,533) (238,961)Unrecognized Actuarial (Gain)/Loss 91,204 2,021

Expense Recognized in P&L 531,081 658,346

VI. Actuarial Assumptions: For the yearDiscount Rate Current 8.60% 8.00%Rate of Return on Plan Assets Current 7.50% 7.50%Salary Escalation Current 5.00% 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 detailsof the same have been given.

47


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 AS–17 issued by the Institute of CharteredAccountants of India, pertaining to Segment Reporting, is not applicable. There is only one geographical segmentin 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 NourishCoBeverages Ltd (NBL) pursuant to arrangements between the Company and PIH/NBL respectively (the Companycurrently has a Brand licensing and manufacturing arrangement with NBL). Since pursuant to thesearrangements the selling, distribution and marketing activities were handled by PIH and NBL during theyear, 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 Purchases Consumption` `

Preform 50,363,763 53,623,060(49,814,430) (45,975,352)

Cap 7,658,295 8,072,913(7,068,676) (6,469,043)

Cost Free Goods* Nil Nil((4,209,560)) ((4,209,560))

Packing materials 28,176,257 29,574,294(28,574,939) (27,076,957)

Total 86,198,315 91,270,267(81,248,485) (75,311,792)

* represents goods distributed as free samples under various schemes transferred to Selling Expenses

ii) Finished goods

Particulars Sales Value Opening Stock Closing Stock` ` `

Finished goods 137,270,381 5,652,737 8,376,505(181,567,104) (12,551,232) (5,652,737)

iii) Sale of Services

Particulars `

Product Development Fees 45,000,000(30,000,000)

b) Expenditure in Foreign Currency

Particulars 2011-12 2010-11` `

i) Professional Fees 9,548,277 13,162,897

ii) Travelling Expenses 786,354 1,804,969

iii) Stores & Spares 403,622 Nil

iv) Books & Periodicals 397,210 Nil


48



c) Value of Imports on CIF basis :

Particulars 2011-12 2010-11` `

i) Capital Goods Nil Nil

ii) Raw Material Nil Nil

iii) Stores & Spares 472,950 Nil

d) Value of Imported & Indigeneous Raw Materials, Packing materials, Spare Parts & Components consumedand percentage thereof to the total Consumption:

Imported Indigenous

Amount % of total Amount % of total` consumption ` consumption

Raw Materials Nil Nil 61,695,973 100%(3,745,939) (8%) (44,488,896) (92%)

Packing Materials Nil Nil 29,574,294 100%(Nil) (Nil) (27,076,957) (100%)

Stores & Spares 44,104 2% 2,575,780 98%(Nil) (Nil) (2,616,186) (100%)

e) Earnings in Foreign Exchange : NIL

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 currentyear’s presentation.





}

MOUNT EVEREST MINERAL WATER LIMITEDRegistered Office : Village Dhaula Kuan, District Sirmour–173 025, Himachal Pradesh.

Attendance Slip

I hereby record my presence at the TWENTY FIRST ANNUAL GENERAL MEETING of the Company at Village DhaulaKuan, District Sirmour–173 025, Himachal Pradesh, on Friday, August 3, 2012 at 3.30 p.m.

NOTES : 1. Shareholder/Proxyholder wishing to attend the meeting must bring this Attendance Slip to the meeting andhand it over at the entrance duly signed.

2. Shareholder/Proxyholder desiring to attend the meeting should bring his/her copy of the Annual Report forreference at the meeting.

MOUNT EVEREST MINERAL WATER LIMITEDRegistered Office : Village Dhaula Kuan, District Sirmour–173 025, 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 anyadjournment thereof.

Signed this .................................................................................................................. day of ................................................................................................. 2012.

Reference Folio No.:

DP ID/BEN ID

No. of Shares held

This form is to be used the resolution. Unless otherwise instructed, the Proxy will vote as he thinks

fit.

* 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 Sirmour–173 025, Himachal Pradesh, not less than FORTY-EIGHT HOURS before the time for holding the

aforesaid meeting.

* in favour of

* against

Affix30 PaiseRevenue

Stamp

Signature

SIGNATURE OF THE ATTENDING MEMBER/PROXY

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