Directors Report of Mount Shivalik Industries Ltd.

Jun 30, 2015

Dear Members,

The Directors have pleasure in submitting 22nd Annual Report of the Company together with Audited

Statements of Accounts for the Financial Year ended 30th June, 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year under review along with previous year figures is given hereunder:

(Amount in lacs)

Particulars For the Year For the Year ended ended 30.06.2015 30.06.2014

Net Sales /Income from Business 2687.49 8366.77 Operations

Less: Excise Duty 1137.51 3955.80

Net Sales 1549.98 4410.97

Add: Other Income 1253.94 38.50

(Increase) / Decrease in stock (41.20) 338.24

Total 2845.12 4111.23

Less: Total Expenditure 2480.75 5060.00

Operating Profit 364.87 (948.77)

Less: Interest 696.10 440.06

Less Depreciation 303.65 269.55

Profit before exceptional item & tax (634.88) (1658.39)

Less: Exceptional Item (0.21) 2.61

Profit beforelax (635.09) (1655.77)

Less: Provision for taxes - -

Current Tax - -

Deferred Tax (215.19) (512.87)

Earlier Year: Deferred Tax - -

Earlier Year: Income Tax - -

Profit / (Loss) after tax (419.90) (1142.90)

2. DIVIDEND

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

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

In terms of Section 125 of the Companies Act, 2013, the Company has transferred Unpaid/ unclaimed dividend of F. Y. 2006-07 of Rs. 3,74,380./- on 07.11.2014 to Investor Education and Protection Fund. Unclaimed / unpaid Dividend related to the financial year 2007-08 and 2008-09 is due for transfer to the Investor Education and Protection Fund established by the Central Government.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the Company has achieved net sales of Rs. 2,687.49 Lacs in the Financial Year 2014-15 as compared to Rs. 8,366.77 Lacs in the last Financial Year. The sales of Company outside the State of Rajasthan were affected due to increase in import fee by Jharkhand Government and increase of Export fee by Rajasthan Government and franchisee agreement entered with a brewery in Patna for Bihar State.

Operating profit for the year was Rs. 359.75 Lacs against operating loss of Rs. 948.77 lacs during the preceding year mainly due to other income. The Company's operating results continue to be adversely affected by various factors, mainly the state regulated pricing having direct impact on revenues and the costs being accelerated by inflationary conditions.

In the meanwhile steps taken by, the management to address the controllable issues, including operational efficiency and cost & expense reduction; and other appropriate measures as price increase, fresh investments and contract bottling for others are expected to result in sustainable cash flows and profitability. The management is of the opinion that subsequent to these effective remedial significant steps (including upward renegotiation of prices with the buyers being the State Governments) reversal of the trend would arise that shall result in positive and sustainable cash inflows.

The Company's Restaurant at Amber Fort, Jaipur and Hanwant Mahal, Jodhpur on lease basis. Net sales of the Company's Restaurant Business have improved during the year from Rs. 3.47 Crores to Rs. 4.20 Crores. The Company is making efforts to improve sales in current financial year. Note No. 41 of the financial Statements for the period ended June 30th, 2015 shows the segment reporting of Brewery and Hospitality Business of the Company.

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

No material changes and commitments affecting the financial position of the Company occurred at the end of the financial year to which this financial statement relate on the date of this report

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-I" and is attached to this report.

7. RESEARCH AND DEVELOPMENT

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

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY.

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

a) Operational, business and market risks.

b) Decrease in product prices

c) Customer defaults

d) Interest rates risk and inventory carrying risk.

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

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

There were no loans, guarantees or investments made by the Company as specified under Section 186 of the Companies Act, 2013 during the year under review and Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note No. 17 to the standalone financial statement).

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

All related party transactions are in the ordinary course of business and at arms length basis, which are not material in nature too, hence, outside the scope of Section 188 (1) of the Act. None of the transaction is without approval of the Audit Committee and every such transaction is being placed before for review periodically.

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

Statutory Auditors

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

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark except point no. VII (b) of the Annexure to the Auditors' Report regarding Statutory Dues.

Board's Response:-

In point no. VII (b) of the Annexure to the Auditors' Report regarding Statutory Dues, in respect of demand of sales tax of Rs. 84.66 Crores the Actual position has been explained in note no. 31 of the Financial Statemants and the Company has obtained stay order from the Rajasthan High Court for the same till the disposal of Appeal.

Secretarial Auditor

The Board has appointed M/s. B. Chakraborty & Co., Company Secretaries Firm, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended June 30, 2015 is annexed herewith marked as "Annexure-M" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except delay in filing of some forms and returns to the RoC.

Board Response:-

The delay in filing of some forms and returns accrued due to resignation of authorized person i.e. Company Secretary of the Company for the time being. However Company has appointed a Company Secretary for compliances of applicable laws and regulations.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is being dealt in the Corporate Governance Report under Nomination and Remuneration Committee section.

14. EXTRACT OF ANNUAL RETURN

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

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

The Company had Eight (8) Board Meetings during the financial year under review.

16. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the accounting policies selected and applied are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 30 th June, 2015 and of the profit / (loss) of the company for year ended on that date;

c. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company has no Subsidiary, Joint Venture or Associate Company.

18. DEPOSITS

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

19. DIRECTORS

* Smt. Kavita Bali, who was appointed as Additional Director in the category of Non-Executive on 08.06.2015 and holds the said office till the conclusion of next Annual General Meeting of the Company. A Notice has been received from a member proposing her candidature for re-appointment.

* Shri Sanjiv Bali, Managing Director of the Company was reappointed by the Board on 30.07.2015 subject to approval of the members at the ensuing Annual General Meeting.

* Shri K. C. Garg, Whole Time Director of the Company was reappointed by the Board on 30.09.2015, subject to the approval of the members at the ensuing Annual General Meeting.

* Shri Rajiv Bali and Shri Kamal Dutt, Non-Executive Director, who are liable to retire by rotation, retires at this Annual General Meeting and being eligible offer himself for re-appointment.

20. DECLARATION OF INDEPENDENT DIRECTORS.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. STATUTORY AUDITORS.

M/s R. K. RELAN & CO., Chartered Accountants, FRN 002267N, the Statutory Auditors of the Company, were appointed as Statutory Auditors for a period of 5 years in the Extra Ordinary General Meeting held on 07th April, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

22. RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The implementation of risk management policy has also been covered in the Management Discussion and Analysis which forms part of this report.

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

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

The Audit Committee consists of the following members:

1) Shri J. M. Malhotra, Chairman

2) Shri Rajiv Bali, Member

3) Shri S. K. Chhibber, Member

The above composition of the Audit Committee consists of all non executive directors with majority of independent directors.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND PROVIDING VIGIL MECHANISM.

The Company has no women employees, so the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 are not applicable on the Company.

25. SHARES

LISTING OF SECURITIES OF COMPANY

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

DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for all shareholders in terms of the Notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved higher level of dematerialization with 87.09% of the total number of Equity Shares being held in the electronic mode with the two depositories.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the "Annexure-IV".

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS

A separate report of the Board of Directors on Corporate Governance is included in the Annual Report as "Annexure-VI" and the certificate from M/s. B. Chakraborty & Co., Practicing Company Secretary (CoP No. 9519) confirming compliance with requirements of Corporate Governance as stipulated in Clause 49 of Listing Agreement is annexed as "Annexure-V".

28. MANAGEMENT DISCUSSION ANALYSIS

Management Discussion and Analysis Report as required by Clause 49 of Listing Agreement with Stock Exchanges is given in "Annexure-VII" forming part of this report.

29. INTERNAL FINANCIAL CONTROL

Company has a proper and adequate system of internal control to oversee the Company's financial reporting process, disclosure of financial information, reviewing the performance of statutory and internal auditors with management, adequacy of internal audit function and internal control system, related party transactions etc., and for this purpose the Company has a well constituted Audit Committee headed by a Non-Executive independent Director. Further, the Company's Internal Auditors verify the information concerning the reliability of the financial statements as well as the compliance with your Company policies so as to maintain accountability of all its assets and correctness of recorded transactions.

30. EVALUATION OF BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the Section 134(3)(p) of the Companies Act, 2013 and Clause 49 of Listing Agreement a formal evaluation has been made by the Board of its own performance and that of its committees and individual Directors.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, various Government Authorities and Stakeholders of the Company for their continued support extended to your Company's activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors Mount Shivalik Industries Ltd.

(B. D. Bali) (Sanjiv Bali) Chairman & Managing Director Managing Director DIN:00226629 DIN:00226806

Date: 3rd December, 2015 Place: New Delhi

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Jun 30, 2014

Dear members,

The Directors are pleased to present their 21st Annual Report along with the audited statements of accounts of the Company for the financial year ended 30th June, 2014.

FINANCIAL RESULTS

Your Company''s performance for the financial year ended 30th June, 2014 is summarized below:

(Rs. In Lacs) Particulars Current Financial Previous Financial year Ended year Ended 30/06/2014 30/06/2013

Gross Sale of Beer Products including sale from Contract Brewer 12,874.54 13,670.77

Sale of Food Items from the hospitality segment 347.07 237.12

Other Income 75.01 110.87

Loss before Interest, Depreciation & Tax 948.76 342.71

Add: Interest 440.07 426.39

Depreciation 269.55 285.41

Loss for the period {Before Tax} 1,658.37 1,054.51

Less: Tax Expense:

Taxation relating to earlier years 2.60 0.00

Deferred Tax 512.87 344.57

Net Loss for the period {After Tax} 1,142.90 709.94

OPERATIONAL REVIEW

During the year under review, your Company has achieved Gross Beer sales of Rs.12,874.54 lacs as compared to Rs.13,670.77 lacs in 2012-13 reflecting a marginal fall in sales. Your Directors are pleased to report that the Contract Brewing Agreement entered into with Molson Coors Cobra India Private Limited is working in a satisfactory manner.

The gross revenues from the Hospitality segment during the year under review have increased by more than 40% in comparison to the previous financial year.

Your Directors regrets to report that the company has continued to incur losses in the financial year under review due to higher cost of empty glass bottles and inflationary trends in the prices of raw materials, stores and expenses. The company is selling its beer products through State Government controlled Corporations, where the State Governments have not revised the sale prices of beer products, which has adversely affected the profitability of the Company. The accumulated losses of the Company at the end of the financial year have exceeded it''s paid up share capital and free reserves. Hence in compliance of the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors were compelled to make a mandatory reference to the Board for Industrial and Financial Reconstruction.

Your Directors have taken various measures to improve company''s Income Statement and Revenue by entering into negotiation for contract brewing arrangements with other manufacturers in other states as well as for company''s Rajasthan plant, for improving sales and distribution channels, revenue management and marketing functions. Therefore your Directors are hopeful for better performance in the current financial year. Your Directors wants you to refer Note No. 31 of the Balance Sheet, and your Directors are of firm opinion that the matter shall be decided in favour of your company.

DIVIDEND

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

DEPOSITS

During the financial year under review, Company continued repaying matured Fixed Deposits taken from the public under Section 58A of the Companies Act, 1956. The Fixed Deposit and unclaimed deposits at the end of financial year were Nil. However, in the Current Financial Year, Company has neither accepted nor renewed any public deposits.

AUDITORS

M/s K. C. Khanna & Co., Chartered Accountants, the Statutory Auditors of the Company (Firm Reg. No. 000481N), who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment for another term of 1 (one) years upon the recommendation of the Audit Committee.

AUDITORS'' REPORT

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

However, pursuant to the provisions of Section 138 of the Companies Act, 2013, we have appointed M/ s R K Relan & Co., Chartered Accountants, (Firm Registration No 2267N) upon the recommendation of the Audit Committee as the Internal Auditor of the Company for the current financial year.

COST AUDITORS

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

DIRECTORS

Mr. Rajiv Bali (DIN 00227883) and Mr. Kamal Dutt (DIN 00272426), Directors of the Company, who retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. S. K. Chhibber (DIN 00019276), Mr. J. M. Malhotra (DIN 00371421), Mr. Raghbir Singh (DIN 00146072) and Dr. K S Chugh (DIN 00519261), Independent Directors are seeking reappointment at the ensuing Annual General Meeting of the Company under section 149 of the Companies Act 2013 & other applicable laws, for a period of five years without being liable to retire by rotation.

During the current financial year, Mr. A L Batra (DIN 00047893) has resigned w.e.f 06th November, 2014 from the Directorship of the Company due to personal reasons.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;

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

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

DISCLOSURE OF SPECIAL PARTICULARS

Information pursuant to Clause (e) of Sub Section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998 for the financial year ended 30th June, 2014 is given below:

a) Conservation of Energy

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

The Company is making use of treated effluents for gardening of the factory campus by drain system. The Company is using UF & RO technology to recycle treated effluent water. The Company is using CLF lights in the factory and office premises to reduce the consumption of electricity. The Company has also initiated number of measures to bring down the Boiler usage; hence it will help in reducing the energy consumption.

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

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

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

c) Foreign Exchange Earnings and Outgo

Information on Foreign Exchange earning and outgo is contained in Note No. 33 of the notes to accounts forming part of the Statement of Profit and Loss for the financial year ended 30th June, 2014 and Balance Sheet as on date.

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

PARTICULARS OF EMPLOYEES

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

CORPORATE GOVERNANCE

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

LISTING OF SHARES

The Equity Shares of the Company are listed at BSE Limited (BSE), which has nation wide trading terminals and therefore provide full liquidity to the investors. The Listing fee for the financial year 2014-2015 has been duly paid.

DEPOSITORY SYSTEM

The trading in shares of your Company is under compulsory dematerialized mode. As on 30th June, 2014 shares representing 86.88% of share capital were in dematerialized form. As depository system offers numerous advantages, shareholders are requested to take advantages of the same and avail the facility of dematerialization of the Company''s shares.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the continued and unshakable trust reposed in the Company by the Shareholders and would like to thank its associated Financial Institutions, Bankers, Stock Exchange, Depository Participants, SEBI, ROC, RBI, and other regulating authorities and departments for their co-operation and the confidence, which they have reposed in the management. The Board also wholeheartedly acknowledges with thanks the dedicated efforts & contributions of all the employees of Mount Shivalik Family. It is this unity of purpose that breeds success and your directors look forward to receive similar support and encouragement in the years ahead.



For and on behalf of the Board of Directors

Date: 3rd December, 2014 (B. D. Bali) (Sanjiv Bali) Place: New Delhi Chairman & Managing Managing Director Director DIN 00226806 DIN 00226629 CIN L15531RJ1993PLC007168

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Jun 30, 2013

The Members,

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

FinanCial reSultS

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

(Rs.In Lacs)

Particulars Current Financial year Previous Financial year ended 30/06/2013 ended 30/06/2012 (12 Months) (15 Months)

Revenue from Operations (Gross) 13,065.77 18,294.56

Less: Excise Duty 5155.41 6,515.49

Revenue from Operations (Net) 7,910.36 11,779.07

Other Income 51.25 46.01

total income 7,961.61 11,825.08

Proft / (Loss) before Interest, Depreciation & Tax (342.71) (608.79)

Less: Interest 426.39 462.25

Depreciation 285.41 341.72

Proft / (loss) for the period {Before tax} (1,054.51) (1,412.76)

Less: Tax Expense:

Current Tax 0.00 0.00

Deferred Tax (344.57) (468.20)

net Proft / (loss) for the period {after tax} (709.94) (944.56)

oPerational revieW

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

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

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

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

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

Despite acute competition in beer industry, company has taken effective steps to improve its production and sales of its brewery products during the fnancial year under review. The accumulated losses of the Company at the end of the fnancial year have exceeded its paid up capital and reserves for the frst time depicting an adverse impact on the net worth of the Company. However in view of the signifcant measures taken, your directors are confdent of better performance and working results in the current fnancial year.

dividend

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

dePoSitS

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

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

auditorS

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

auditorS'' rePort

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

CoSt auditorS

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

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

direCtorS

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

direCtorS'' reSPonSiBilitY StateMent

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

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the loss of the Company for the fnancial year;

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

(d) the Directors have prepared the Annual Accounts on a going concern basis. diSCloSure oF SPeCial PartiCularS

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

a) Conservation of energy

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

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

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

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

b) technology absorption, research and development

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

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

c) Foreign exchange earnings and outgo

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

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

PartiCularS oF eMPloYeeS

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

CorPorate GovernanCe

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

liStinG oF ShareS

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

dePoSitorY SYSteM

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

CaSh FloW StateMent

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

aCknoWledGeMentS

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

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

date: 2nd december, 2013 For and on behalf of the Board of directors

Place: new delhi (B. d. Bali) (Sanjiv Bali)

Chairman & Managing director Managing director

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Mar 31, 2010

The Directors are pleased to present their Seventeenth Annual Report along-with the audited statements of account of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Your Companys performance for the Financial year ended March 31st, 2010 is summarized below:-

(Rs. in Lacs)

Current Previous year ended Year ended

31.03.2010 31.03.2009

Gross Sales 17381.38 17748.99

Less: Excise Duty 5995.44 7514.61

Net Sales 11385.94 10234.38

Other income 191.27 102.76

Gross Profit (Before interest, depreciation & tax) 507.57 551.33

Less: - Interest 185.21 137.13

Depreciation 208.84 175.13

Profit for the year 113.51 239.07

Less: - Provision for Taxation

- Current Tax 19.40 92.00

- Fringe Benefit Tax - 28.20

- Wealth Tax 1.33 1.28

- Deferred Tax 20.44 (0.88)

Net Profit after Tax 72.34 118.47

Add/(Less): Excess/(short) Provision of tax in earlier years (Net) (67.11) 1.49

Net Profit 5.23 119.96



OPERATIONAL REVIEW

The Directors are pleased to report that despite stiff competition, company has been able to improve its net sales revenue over the last year. However, gross profits of the company has declined due to substantial increase in prices of packing material and transportation, which could not be passed on to the market due to competitive conditions. Other reasons for decline in profits are attributed to higher provision of depreciation and increase in interest liability. Directors are, however, hopeful of better working results during the current financial year.

We are also happy to report that our diversification into hospitality sector has started bearing fruits and we have been able to commission both our high profile heritage restaurants at The Amber Fort, Jaipur and The Hanumant Mahal, Umaid Bhawan Hill, Jodhpur during the year. The ambience and decor at both the restau- rants is world class and has been widely appreciated by discerning Indian and Foreign tourists which should further boost the image and profitability of your company in due course. Other two restaurants of the company at Jaipur and Midway on Delhi-Jaipur Highway are giving satisfactory results.

FUTURE PROSPECTS

Company is taking effective steps to improve its production and sales during the year under review.

DIVIDEND

The Board has not recommended dividend for the financial year ended on 31st March, 2010, due to decline in the profits of the company.

DEPOSITS

During the year under review, Company continued accepting Fixed Deposits from the public under section 58A of The Companies Act, 1956. The Fixed Deposit at the end of year stood at Rs. 214.65 Lakhs. Unclaimed deposits at the end of the year amounted to Rs.5.66 Lakhs.

AUDITORS

M/s K. C. Khanna & Co., Chartered Accountants, the Auditors of the Company holds office till the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

AUDITORS REPORT

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

DIRECTORS

Mr. Raghbir Singh, Dr. K.S. Chugh, and Mr. S.K. Chhibber Directors of the Company are liable to retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with section 217(2AA) of The Companies Act, 1956 the Board of Directors of the company report that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judg- ments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year;

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

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

DISCLOSURE OF SPECIAL PARTICULARS

Information pursuant to clause (e) of sub section (1) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998 for the year ended 31s1 March, 2010 is given below:

a) Conservation of Energy

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

The Company is making use of treated effluents for gardening of the factory campus by drain system. Use of UF & RO Technology to recycle treated effluent water at strategic sites.

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

b) Technology Absorption, Research and Development

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

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

c) Foreign Exchange Earnings and Outgo

Information on Foreign Exchange earning and outgo is contained in schedule 12 under note No. 5.6 and 5.7 of the notes to accounts forming part of the Profit and Loss Account for the year ended 31st March, 2010 and Balance Sheet as on date.

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

PARTICULARS OF EMPLOYEES

Information regarding employees in accordance with Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure-A and forms part of this report.

CORPORATE GOVERNANCE

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

LISTING OF SHARES OF THE COMPANY

Presently the Company Shares are listed at Bombay Stock Exchange Limited, which has nation wide trading terminals. The Listing fee for the year 2010-2011 has been paid.

DEPOSITORY SYSTEM

The trading in shares of your Company is under compulsory dematerialized mode. As on year ended 31st March, 2010 shares representing 71.92% of share capital were in dematerialized form. As depository system offers numerous advantages, shareholders are requested to take advantages of the same and avail the facility of dematerialization of the Companys shares.

CASH FLOW STATEMENT

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

ACKNOWLEDGEMENTS

The Board places on record its sincere gratitude to the Shareholders, Bankers, Depositors and Clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts & contributions of all the employees of Mount Shivalik Family.

For and on behalf of the Board of Directors

Date: 3rd September 2010 B D Bali

Place: New Delhi Chairman & Managing Director