MOHAN MEAKIN LIMITED. CIN: L15520HP1934PLC000135 Registered Office: P.O. Solan Brewery-173214 (Himachal Pradesh) NOTICE OF MEETING: NOTICE is hereby given that the 83 rd Annual General Meeting (AGM) of Mohan Meakin Limited, will be held at the Registered Office of the Company at Solan Brewery (Himachal Pradesh) on Friday the 29 th September, 2017 at 11 A.M. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31 st March, 2017 including the audited Balance Sheet as at 31 st March, 2017, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors (the Board) and Auditors thereon. 2. To appoint a Director in place of Shri Vinay Mohan (holding DIN 00197994) who retires by rotation and being eligible, seeks re-appointment. 3. Appointment of Auditors: To consider, if thought fit, to pass with or without modification(s), the following Resolution as an ordinary Resolution. RESOLVED that in terms of the provisions of Section 139, 141 and 142 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014 and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, (including any modification or amendment or re-enactments thereof for the time being in force) and pursuant to the recommendation of the Audit Committee, M/s. Haribhakti & Co., LLP, Chartered Accountants, New Delhi (Firm Regn. No.103523W/ W100048), be and are hereby appointed as Statutory Auditors of the Company for the audit of Company s Accounts and those of its branches at Solan Brewery, Mohan Nagar, Kasauli and Mohangram (Bhankarpur) including Bottling Plant taken on lease at Jahari (Sonepat) Haryana, in place of M/s. A.F. Ferguson Associates, Chartered Accountants,New Delhi, (Firm Registration No.102849W), the retiring Auditors of the Company whose tenure expires at this Annual General Meeting, for a term of one year holding office from the conclusion of 83 rd Annual General Meeting until the conclusion of 84 th Annual General Meeting of the Company to be held in the Calendar year 2018, at a remuneration to be determined by the Board of Directors plus taxes, as applicable, and out of pocket expenses as may be incurred by them during the course of the audit. 4. To appoint branch Auditor and fix their remuneration and in this regard, to consider and if though fit, to pass with or without modification or amendment the following Resolution as an ordinary Resolution : RESOLVED that pursuant to Section 139, 141, 142,143(8) and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, and pursuant to the recommendation of the Audit Committee, M/s. Saxena & Saxena, Chartered Accountants, New Delhi (having Regn. No. 006103N) be and are hereby appointed as Auditor of the accounts of the Company s Lucknow Branch for the year ending 31 st March, 2017 in place of M/s. Mohan & Co., Chartered Accountants, Lucknow (Firm Regn. No.000787C), the retiring Auditor of the Company whose tenure expires at this Annual General Meeting for a term of one year holding office from the conclusion of 83 rd Annual General Meeting until the conclusion of 84 th Annual General Meeting of the Company to be held in the Calendar year 2018, at a remuneration to be determined by the Board of Directors plus service tax and out of pocket expenses as may be incurred by them during the course of audit. SPECIAL BUSINESS: 5. Appointment of Shri Murugan Navamani (DIN 01309393) as an Independent Director. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution. 1
RESOLVED THAT in accordance with the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Murugan Navamani (DIN 01309393) who was appointed by the Board of Directors pursuant to the provision of Section 161 of the Act and the Articles of Association of the Company as an Additional Director of the Company in the category of Non-Executive Independent Director with effect from 15 th September, 2016 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing from a member along with the deposit of the requisite amount under Section 160 of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed as a Director of the Company. RESOLVED FURTHER THAT pursuant to provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) 2015, Shri Murugan Navamani (DIN 01309393) a Director of the Company who has submitted a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 be appointed as an Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 15 th September, 2016. 6. Appointment of Shri R.C. Jain as Director of the Company. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED That Shri R.C. Jain (DIN 00256210) appointed as Additional Director of the Company w.e.f. 14.8.2017 who hold office as per the provisions of Section 161 of the Companies Act, 2013 till the date of forthcoming Annual General Meeting, and being eligible for appointment, in respect of whom the Company has received Notice in writing from a Member along with requisite deposit pursuant to Section 160 (1) of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 7. To appoint Shri R.C. Jain as Whole-time Director of the Company with designation of Director Finance-cum- Chief Financial Officer. 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 2 (94), 196, 197, 198 and 203 and other provisions, if any, read together with Schedule V of the Companies Act, 2013 and the Rules framed thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 including any statutory modification thereof, for the time being in force and pursuant to the Articles of Association of the Company, the approval of the members be and is hereby accorded to the appointment of Shri R.C. Jain (holding DIN 00256210) as a Wholetime Director designated as Director Finance-cum-Chief Financial Officer, who has crossed the age of 70 years for a period of 3 years with effect from 1 st October, 2017, on the terms and conditions as set out in the Explanatory Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as the Board which term shall include the Nomination & Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and/or remuneration as it may deem fit. RESOLVED FURTHER THAT the Board be and is hereby authorize to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution. 8. To approve change in the nomenclature of one of the perquisites i.e. Residential accommodation, admissible to Shri Hemant Mohan, Managing Director of the Company, and in this regard to consider and, if though fit, to pass with or without modification(s) the following Resolution as a Special Resolution :- RESOLVED that in partial modification of Special Resolution passed by the Shareholders in the 82 nd Annual General Meeting of the Company held on 15 th September, 2016, approving the appointment of Shri Hemant 2
Mohan, Managing Director of the Company for a period of 3 years w.e.f. 13 th August, 2016 pursuant to the provisions of relevant Sections of the Companies Act, 2013, read with Schedule V of the Companies Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 including any statutory modification thereof for the time being in force, approval of the Company be and is hereby accorded to the change in the nomenclature of one of the perquisites under the head i.e. Residential accommodation which, in place of the already approved clause Rent free residential accommodation (furnished or otherwise) and utilities (e.g. Gas, Electricity, Water Charge for the said accommodation, stands changed to RESIDENTIAL ACCOMMODATION - Rent free residential accommodation (furnished or otherwise) Or rent in lieu thereof and utilities (e.g. Gas, Electricity, Water charges) for the said accommodation. There is no change in the other terms and conditions and remuneration payable to the Managing Director which shall not exceed the overall limit of Rs.84 lacs p.a. already approved by the Shareholders by way of Special Resolution No.5 passed at the Annual General Meeting of the Company held on 15.09.2016. 9. 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 Section 203 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any Statutory modification(s) or re-enactment thereof for the time being in force) Shri H.N. Handa, Company Secretary who has been working as such right from the year 1980 and has crossed the age of 70 years be and is hereby appointed as Company Secretary for a period of 2 years from 1.10.2017 to 30.9.2019 on a remuneration including terms and conditions of appointment as fixed by the Board of Directors of the Company based on the recommendation of the Nomination & Remuneration Committee. 10. Best utilization of Company s land and factory premises situated at various places. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as Special Resolution:- RESOLVED that pursuant to Section 180 of the Companies Act, 2013 and other applicable provisions of the Act, if any, the Company grants its consent for the appropriate utilization of Company s land and Factory premises held by the Company at various places and the Managing Director be and is hereby authorized to decide the appropriate utilization of the land and premises held by it on such terms and conditions and at such price, remuneration or return as the Managing Director may deem fit for the benefit of the Company. Further RESOLVED that the proceeds from the above transaction(s) shall be utilized for entering into new suitable business, for expansion, growth and improvement of the Company s current businesses and/or towards the working capital requirements of the Company, and/or in such other manner as the Board of Directors of the Company may further decide. Further RESOLVED that Shri Hemant Mohan, Managing Director of the Company, and/or any other Director or any person authorized by him, be and are hereby, jointly and/or severally, authorized to do or cause to do such other acts, deeds things and execute all such documents and Agreements as may be considered necessary in connection with or incidental to the above. RElATED PARTY TRANSACTIONS: 11. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, consent of the Company be and is hereby accorded for entering into the following Agreements by the Company with Mohan Breweries & Distilleries Ltd., Chennai for manufacturing and sale of Company s products in the States of Tamil Nadu, Kerala, Karnataka, Pondicherry and Andhra Pradesh: 1. Manufacturing Agreement (Beer) Effective from 1.4.2017 to 31.3.2018 2. Manufacturing Effective from 1.4.2017 to 31.3.2018 Agreement (IMFL) 3
3. Authorised Selling Agency Agreement Effective from 1.4.2017 to 31.3.2018 4. Bottling and Sales Agreement Effective from 1.4.2017 to 31.3.2018 for Andhra Pradesh 12. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, consent of the Company be and is hereby accorded for entering into the Manufacturing Agreement by the Company with Mohan Rocky Springwater Breweries Ltd., Mumbai (Mah.) for manufacture and purchase of Company s finished products and to get royalty on sale of Company s products to CSD Canteens in Maharashtra State effective from 1.4.2017 to 31.3.2018. 13. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, consent of the Company be and is hereby accorded for entering into the Purchase Agreement by the Company with National Cereals Products Ltd., Solan Brewery (H.P.) for purchase of Malt and renting of Godown and Machinery etc., effective from 1.4.2017 to 31.3.2018. 14. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, consent of the Company be and is hereby accorded for entering into Purchase Agreement by the Company with M/s. Mohan Zupack Ltd., New Delhi for purchase of empty Cartons effective from 1.4.2017 to 31.3.2018. 15. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, consent of the Company be and is hereby accorded for entering into the following Agreements by the Company with M/s. Mohan Closure Ltd., New Delhi effective from 1.4.2017 to 31.3.2018:- (1) Purchase Agreement effective from 01.04.2017 to 31.03.2018 (for purchase of Crown Corks). (2) Lease Agreement effective from 01.04.2017 to 31.03.2018 (for lease of factory premises). 16. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, consent of the Company be and is hereby accorded for entering into the following Agreements by the Company with M/s. Trade Links (P) Ltd., New Delhi :- 1. Usership Agreement effective from 1.4.2017 to 31.3.2018. 2. Authorised Selling Agency Agreement effective from 1.4.2017 to 31.03.2018. 17. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution. 4
RESOLVED that pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, and in compliance with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, consent of the Company be and is hereby accorded for entering into Lease Agreement by the Company with M/s. Johan Oakey & Mohan Ltd., Delhi, effective from 1.4.2017 to 31.3.2018. BY ORDER OF THE BOARD OF DIRECTORS (H.N. HANDA) REGD. OFFICE: COMPANY SECRETARY. SOLAN BREWERY (H.P.) 173214 DATED : 14 th August, 2017. NOTES & ANNEXURE: 1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out in the Notice is annexed as Annexure-1. 2. A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote in the Meeting instead of himself/herself and the proxy need not be a member of the Company. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in the aggregate not more than ten (10) percent of the total share capital of the Company. 3. As the number of members as on the date of meeting exceeds five thousand the quorum for the meeting as provided in Section 103 of the Companies Act, 2013 shall be thirty members personally present. 4. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution to the Company authorizing their representative to attend and vote on their behalf at the Meeting. 5. The instrument appointing the proxy, duly completed, must be deposited at the Company s registered office not less than 48 hours before the commencement of the Meeting. A Proxy Form for the AGM is annexed as Annexure-2. 6. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company. 7. Members/Proxies/authorized representative should bring the duly filled attendance slip annexed as Annexure- 3, to attend the Meeting. 8. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 9. The Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM. 10. The Register of Members and Share Transfer Books will remain closed from 28 th September, 2017 to 29 th September, 2017 (both days inclusive) for the purpose of record date. 11. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting. 5
12. Members whose holding is in electronic mode are requested to intimate their respective Depository participants for change, if any, in their addresses quoting their Client ID/DP ID. 13. Members are requested to address all correspondence, including dividend related, change of address etc., to the Registrar and Share Transfer Agents M/s. Beetal Financial and Computer Services ( P) Ltd., Beetal House, 3 rd Floor, 99, Madangir, behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi-110 062. 14. Members wishing to claim dividends, matured deposits and interest thereon which remain unclaimed are requested to correspond with Shri H.N. Handa, Company Secretary at the Registered Office. Members are requested to note that dividends, matured deposits and interest thereon not claimed within seven years from the date of transfer to the Company s Unpaid Account for dividends, matured deposits and interest thereon, will as per Section 205 A & C of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund. It may be noted that in compliance of Section 205 A & C of the Companies Act, 1956 (Section 124 of the Companies Act, 2013) in force, the Dividend remaining unpaid or unclaimed for a period of 7 years has been transferred by the Company, from time to time on due date, to the Investor Education and Protection Fund. No claim lies against the Company in respect thereof. As per Section 124(6) of the Act read with the IEPF Rules as amended, the Company is also required to transfer the shares in respect of which dividend has remained unpaid/unclaimed for a period of seven consecutive years or more from the date they first became due for payment, by any Member, to the Demat Account of the IEPF Authority. The Company has sent Notice to all the Members whose Dividend are lying unpaid/unclaimed against their name for seven consecutive years or more. Members are requested to immediately claim the unpaid/unclaimed dividend amount due. In case the dividends are not claimed by the Members, necessary action will be initiated by the Company to transfer such shares to IEPF in the prescribed manner. 15. With a view to using natural resources responsibly, we request shareholders to update their email address, with their Depository Participants to enable the Company to send communication electronically. 16. The Annual Report for 2016-17 is being sent through electronic mode only to the members whose e-mail addresses are registered with the Company Depository Participant(s), unless any member has requested for a physical copy of the Report. For members who have not registered their email addresses, physical copies of the Annual Report 2016-17 are being sent by the permitted mode. 17. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2015, substituted by Companies (Management and Administration) Amendment Rules 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Securities Depository Limited. The facility for voting, through ballot paper, will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. The instructions for e-voting are annexed to the Notice as Annexure-4. 18. The Notice of the 83 rd AGM and instructions for e-voting along with the Attendance Slip and Proxy Form, is being sent by electronic mode to all members whose email addresses are registered with the Company/Depository Participant(s), unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the documents are being sent by the permitted mode. 19. Members may also note that the Notice of the 83 rd AGM and the Annual Report 2016-17 will be available on the Company s website www.mohanmeakin.com. The physical copies of aforesaid documents will also be available at the Company s Registered Office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication or have any other queries, may write to us. 6
20. Additional information, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, in respect of the Directors seeking appointment/re-appointment at the AGM is furnished as Annexure-5 to the Notice. The Directors have furnished consent/declaration for their appointment/re-appointment as required under the Companies Act, 2013 and the Rules thereunder. 21. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore requested to submit their PAN to their Depository Participants. Members holding shares in physical form are required to submit their PAN details to the Company. 22. All documents referred to in the Notice will be available for inspection at the Company s Registered Office during normal business hours on working days upto the date of the AGM. 23. The Shareholders need to furnish the printed attendance slip along with a valid identity proof such as the PAN Card, Passport, AADHAR Card or Driving License to enter the AGM Hall. 24. Members can avail of the nomination facility as provided under Section 72 of the Companies Act, 2013 in respect of shares held by them in physical form. Members desiring to avail of this facility may send their nomination in the prescribed Form (which will be made available on request) to the Company Secretary at the Registered Office of the Company. 25. Shri Vinay Mohan, Non-Independent Director will retire at the ensuing AGM and being eligible seeks reappointment. In terms of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and SS-2 Secretarial Standards on General Meetings, details of Director liable to retire by rotation at the ensuing Annual General Meeting are given in Annexure-5 to this Notice. BY ORDER OF THE BOARD OF DIRECTORS Regd. Office, Solan Brewery (H.P.)-173214 Dated: 14 th August, 2017. (H.N.HANDA) COMPANY SECRETARY 7
Annxure-I STATEMENT Pursuant to Section 102(1) of the Companies Act, 2013: AGENDA ITEM NO.3: The Statutory Auditors M/s. A.F. Ferguson Associates, Chartered Accountants, New Delhi (Firm Regn. No. 102849W) have held office of Auditors of the Company from the conclusion of 79 th Annual General Meeting held on 28 th September, 2013. Since M/s. A.F. Ferguson Associates, Chartered Accountants, have completed two terms and the transition period of 3 years from the date of commencement of the Companies Act, 2013, the Company is now required to appoint new Statutory Auditors in place of M/s. A.F. Ferguson Associates w.e.f. the conclusion of the 83 rd Annual General Meeting. M/s. Haribhakti & Co. LLP, Chartered Accountants, New Delhi (Firm Regn. No.103523W/W100048) have confirmed that the appointment, if made, would be acceptable to them and would be in compliance with the statutory requirements under the Companies Act, 2013 read with Rule 10 of the Companies (Audit & Auditors) Rules, 2014 as amended from time to time and SEBI (LODR). The Board of Directors at its Meeting held on 14 th August, 2017 on the basis of recommendation of Audit Committee and subject to approval of Shareholders, has appointed M/s. Haribhakti & Co., LLP in place of M/s. A.F. Ferguson Associates for a term of one year w.e.f. the conclusion of 83 rd annual General Meeting until the conclusion of 84 th Annual General Meeting to be held in the Calendar year 2018. Accordingly, the Directors recommended the passing of the Resolution at Item No.3 as an Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, financially or otherwise, deemed to be concerned or interested in this item of business. AGENDA ITEM NO.4. The Branch Auditor M/s. Mohan & Co., Chartered Accountants, Lucknow (Firm Regn. No. 000787C) have held office of Auditor of the Company from the conclusion of 79 th Annual General Meeting held on 28 th September, 2013. Since M/s. Mohan & Co., Chartered Accountants, have completed two terms and the transition period of 3 years from the date of commencement of the Companies Act, 2013, the Company is now required to appoint new Branch Auditor in place of M/s. Mohan & Co., Lucknow w.e.f. the conclusion of the 83 rd Annual General Meeting. M/s. Saxena & Saxena, Chartered Accountants, New Delhi (Firm Regn. No.006103N) have confirmed that the appointment, if made, would be acceptable to them and would be in compliance with the statutory requirements under the Companies Act, 2013 read with Rule 10 of the Companies (Audit & Auditors) Rules, 2014 as amended from time to time and SEBI (LODR). The Board of Directors at its Meeting held on 14 th August, 2017 on the basis of recommendation of Audit Committee and subject to approval of Shareholders, has appointed M/s. Saxena & Saxena, Chartered Accountants (Firm Regn. No.006103N). as Branch Auditor in place of M/s. Mohan & Co., Lucknow for a term of one year w.e.f. the conclusion of 83 rd annual General Meeting until the conclusion of 84 th Annual General Meeting to be held in the Calendar year 2018. Accordingly, the Directors recommended the passing of the Resolution at Item No.4 as an Ordinary Resolution. None of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, financially or otherwise, deemed to be concerned or interested in this item of business. AGENDA ITEM NO.5 The Board of Directors at its Meeting held on 15 th September, 2016 has appointed Shri Murugan Navamani as an Additional Director of the Company in the category of Non-Executive Independent Director w.e.f. 15 th September, 2016. Shri Murugan Navamani holds office upto the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member along with the deposit of requisite amount U/S 160 of the Act proposing his candidature for the office of the Director of the Company. Pursuant to Sections 149 and 152 of the Act read with the Companies (Appointment & Qualifications of Directors) Rules, 2014. It is proposed that Shri Murugan Navamani who meet the criteria of independence as provided in 8
Section 194(6) of the Companies Act, 2013 be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 15 th September, 2016. Shri Murugan Navamani is not disqualified from being appointed as Director by virtue of provisions of Section 164 of the Companies Act, 2013. In the opinion of the Board Shri Murugan Navamani fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder for his appointment as an Independent Director of the Company and is independent of the Management of the Company. Having regard to the qualifications, knowledge and experience his appointment for the first term of 5 consecutive years as Independent Director will be in the interest of the Company. Copy of the draft letter of appointment for Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday and Sunday. Brief resume of Shri Murugan Navamani, nature of his expertise in specific functional areas, names of Companies in which he holds directorships and memberships/chairmanships of, Committees of the Board and his shareholding, etc., as stipulated under Regulation 36(3) of SEBI (LODR) and SS-2 on General Meetings, are provided in Annexure to the Notice. Shri Murugan Navamani is not related to any Director or Key Managerial Personnel of the Company. Shri Murugan Navamani is interested in the Resolution set out at Item No.5 of the Notice with regard to his appointment. The relatives of Shri Murugan Navamani may be deemed to be interested in the Resolution set out at Item No.5 of the Notice, to the extent of their shareholding interest if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution. The Board commends the Ordinary Resolution set out at item No.5 of the Notice for approval of the Shareholders. AGENDA ITEM NO.6. The Board of Directors has appointed Shri R.C. Jain as an Additional Director of the Company in the category of Director w.e.f. 14 th August, 2017. Shri R.C. Jain holds office upto the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member along with the deposit of requisite amount U/S 160 of the Act proposing his candidature for the office of the Director of the Company. Pursuant to Sections 149 and 152 of the Act read with the Companies (Appointment & Qualifications of Directors) Rules, 2014. It is proposed that Shri R.C. Jain who meet the criteria of independence as provided in Section 194(6) of the Companies Act, 2013 be appointed as Director of the Company, liable to retire by rotation. Shri R.C. Jain is not disqualified from being appointed as Director by virtue of provisions of Section 164 of the Companies Act, 2013. In the opinion of the Board Shri R.C. Jain fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder for his appointment as Director of the Company. Having regard to the qualifications, knowledge and experience his appointment as Director will be in the interest of the Company. Brief resume of Shri R.C. Jain, nature of his expertise in specific functional areas, names of Companies in which he holds directorships and memberships/chairmanships of, Committees of the Board and his shareholding, etc., as stipulated under Regulation 36(3) of SEBI LODR and SS-2 on General Meetings, are provided in the Annexure to the Notice. Shri R.C. Jain is not related to any Director or Key Managerial Personnel of the Company. Shri R.C. Jain is interested in the Resolution set out at Item No.6 of the Notice with regard to his appointment. The relatives of Shri R.C. Jain may be deemed to be interested in the Resolution set out at Item No.6 of the Notice, to the extent of their shareholding interest if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution. The Board commends the Special Resolution set out at item No.6 of the Notice for approval of the shareholders. 9
AGENDA ITEM NO.7 The Board of Directors of the Company at its Meeting held on 14 th August, 2017 has, subject to the approval of Members, appointed Shri R.C. Jain (DIN 00256210) as a Whole-time Director, designated as Director Finance-cum- Chief Financial Officer for a period of 3 years w..e.f. 1 st October, 2017 on terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee and approved by the Board. It is proposed to seek Members approval for the appointment of and remuneration payable to Shri R.C. Jain as Whole-time Director designated as Director Finance-cum-Chief Financial Officer of the Company, in terms of applicable provisions of the Companies Act. Brief particulars of the terms of appointment and remuneration payable to Shri R.C. Jain, are as under :- A. PERIOD: From 1.10.2017 to 30.09.2020. B. NATURE OF DUTIES: Shri R.C. Jain will be responsible for the financial function of the Company and shall devote his whole-time and attention to the business of the Company. He will perform such other duties as may be entrusted to him by the Board from time to time and exercise such powers as may be assigned to him subject to the superintendence, control and directions of the Board in connection with and in the interest of the business of the Company. C. Salary: Rs.1,50,000/- P.M. with annual increment of Rs.10,000/-. D. PERQUISITES: i) Residential accommodation House Rent allowance 20% of the salary P.M. and other utilities (e.g. Gas, Electricity, Water charges) on actual for the said accommodation. ii) Club Fee Actual fee of one Club will be reimbursed. iii) Facility of Car with Driver. iv) Reimbursement of medical expenses incurred in India for self and spouse subject to maximum of 20% of salary p.a. Other benefits: i) Encashment of leave as per the rules of the Company. The above perquisites shall be evaluated as per Income-tax Rules, wherever applicable. In the absence of any such Rules, these shall be evaluated at actual cost. E. MINIMUM REMUNERATION: Notwithstanding anything to the contraryherein contained, where in any financial year during the currency of the tenure of Shri R.C. Jain, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of basic salary and perquisites as specified above, subject to compliance and satisfying the various conditions laid down in Schedule V of the Companies Act, 2013 or any modifications thereto. The Headquarter of the Director Finance cum-cfo shall be at Mohan Nagar. This appointment/arrangement may be terminated by either of the party by giving the other party three calendar month s Notice in writing. None of the Directors, Key Managerial personnel or their relatives are financially or otherwise, interested in the Resolution. Shri R.C. Jain has attained the age of 70 years. He has rich and varied experience in the Industry and has been involved in the operations of the Company for the last 47 years. It would be in the interest of the Company to avail of his considerable expertise by appointing him as Whole-time Director designated as Director Finance & Chief Financial Officer of the Company. Accordingly, approval of the Member is sought for passing a Special Resolution for appointment of Shri R.C. Jain as Whole-time Director designated as Director Finance-cum-Chief Financial Officer, as set out in Part-I in Schedule V to the Companies Act, 2013 as also under Sub Section (3) of Section 196 of the Act. Save and except as provided in the foregoing Paragraph, Shri R.C. Jain satisfies all the other conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section (3) of Section 196 of the Act for 10
being eligible for his appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act. The above may be treated as a written memorandum setting out the terms of appointment of Shri R.C. Jain under Section 190 of the Act. The details of Shri R.C. Jain are provided in the Annexure to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ( SS-2 ), issued by Institute of Company Secretaries of India. Shri R.C. Jain is interested in the Resolution set out at Item No.7 of the Notice. The relatives of Shri R.C. Jain may be deemed to be interested in the Resolution set out at Item No.7 of the Notice, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the aforementioned Resolution. The Board commends the Special Resolution set out at Item No.7 of the Notice for approval by the members. AGENDA ITEM NO.8 The perquisites payable to Shri Hemant Mohan, Managing Director of the Company were approved by the Shareholders vide Resolution No.23 dated 15.9.2016 in their Meeting held on that date. However, the Clause pertaining to RESIDENTIAL ACCOMMODATION was restrictive and did not specify the choice and as such the Board of Directors, subject to the approval of the Shareholders has decided to make it flexible and exhaustive, and changed it as under Rent free Residential accommodation (furnished or otherwise) of rent in lieu thereof and utilities (e.g. Gas, Electricity, Water charges) for the said accommodation.although it makes no difference of monetary cost to the Company, yet for removal of any doubt and as a measure of good Corporate Governance, the Resolution for change in one of the Perquisites i.e. Residential accommodation is being placed before the Shareholders for their approval as a Special Resolution. AGENDA ITEM NO.9 Shri H.N. Handa joined the Company in the year 1960 and has held various positions before being elevated as Secretary in the year 1980 and since then he has been working as Company Secretary. Shri H.N. Handa is a Commerce Graduate and Fellow Member of Institute of Chartered Accountants of India and Fellow Member of Institute of Company Secretaries of India. He is accredited with rich experience in the secretarial work, besides having full knowledge of accounting, Tax Laws and administration. His services will be useful to the Company. Shri H.N. Handa has already crossed the age of 70 years and as such his appointment is being placed before you for approval as Special Resolution. No Director, Key Managerial Personnel and their relatives are in any way concerned or interested in the Resolution. AGENDA ITEM NO.10 The Company owns land and factory premises at various places which are not being utilized to their full potential. Keeping in view the present business needs and suitable opportunities available in the current scenario, Company needs to consider the alternative means for exploitation of its land and premises in order to provide additional funds to the Company. The Board of Directors, subject to the approval of Shareholders, considered and approved the best utilization of the said land and premises to explore different opportunities available to the Company and to apply the proceeds to find the additional capital required for the expansion and modernization of the current business of the Company besides to augment the working capital requirements of the Company. As such, Special Resolution is being placed before the Shareholders for their approval. AGENDA ITEM NO.11 The Company has entered into Manufacturing Agreement (Beer), Manufacturing Agreement (IMFL), with Mohan Breweries & Distilleries Ltd., Chennai for a period of one year i.e. from 1.04.2017 to 31.03.2018 with a view to sell the Company s products in the States of Tamilnadu, Kerla, Karnataka, Pondicherry and Andhra Pradesh. Economically unviable for the Company to send its products from its own manufacturing centres based in Northern India due to heavy freight involved besides other levies like import fee and export fee of various States. 11
With these arrangements, the Company s products do reach to every part of the Country and becoming popular among consumers. The Company has been getting handsome amount of royalty/commission as a result of these Arrangements, adding to its profitability. The arrangements are in the beneficial interest of the Company. The arrangements are in the ordinary course of business and are at arm s length.shri M. Nandagopal is Common Director in both the Companies i.e. Mohan Meakin Ltd., and Mohan Breweries & Distilleries Ltd.; hence this Resolution is placed before the Shareholders by way of Special Resolution. All the above Agreements/Arrangements with Mohan Breweries & Distilleries Ltd., shall be available for inspection at the Regd. Office of the Company on all working days except Sunday, including the date of Annual General Meeting. AGENDA ITEM NO.12 The Company is holding 89,000 shares of Rs.10/- each in the paid up capital of Rs.57,17,040/- of Mohan Rocky Springwater Breweries Ltd., has entered into Manufacturing Agreement with MRSB, Mumbai (Maharashtra) for a period of one year i.e. 1.04.2017 to 31.03.2018 with a view to sell its products to CSD Canteens in the State of Maharashtra and also to purchase from them the finished products for sale in the Civil markets in that State. It is economically unviable for the Company to send its products from its own manufacturing centres based in Northern India to Maharashtra, due to heavy freight involved, besides other levies like import fee and export fee of various States. With these arrangements, the Company s products do reach to every part of Maharashtra where the Company remained un-represented in the absence of such arrangements. The Company has been earning good amount of margin on account of sale of Spirit and other essential ingredients for manufacture of Company s brands by Mohan Rocky Springwater Breweries Ltd., at their Bottling Plant, which adds to the Company s profitability. The arrangements are in the ordinary course of business and are at arm s length. As such, the arrangements are in the beneficial interest of the Company. Shri Vinay Mohan (holding 67,800 shares), Dr. L.K. Malhotra Holding (Nil), Shri M. Nandagopal (holding 500 shares) & Shri Yash Kumar Sehgal holding (Nil) Directors of the Company are interested in Mohan Rocky Springwater Breweries Ltd., being its Directors ; hence this Resolution is being placed before the Shareholders by way of Special Resolutions. The Manufacturing Agreement referred to above with Mohan Rocky Springwater Breweries Ltd., shall be available for inspection at the Regd. Office of the Company on all working days except Sunday, including the date of Annual General Meeting. AGENDA ITEM NO.13 The Company has entered into Purchase Agreement with National Cereals Products Ltd., (NCPL) effective from 1.04.2017 to 31.03.2018. NCPL manufactures Malt for MML s Breweries & Distilleries as per their specifications and its quality is perfect match as ingredient required for preparation of MML s product. NCPL manufacturing facility is also situated within MML s premises at Mohan Nagar therefore it makes instant supply even in eleventh hour crises. NCPL maintains stock for MML so it provided Malt even in market crises. Moreover it produces malt exclusively for MML s units as per their quantity and quality standards. The Company has allowed NCPL to use its facility within the MML Compound to ensure that the Company can get the quality of Malt duly checked at the time of production itself. Technical Team could visit and supervise the quality of Malt even during its production process from time to time. The arrangements are in the beneficial interest of the Company and are in the Ordinary Course of business and at arm s length. The Agreement with National Cereals Products Ltd., referred to above shall be available for inspection at the Regd. Office of the Company on all working days except Sunday, including the date Annual General Meeting. AGENDA ITEM NO.14. The Company has entered into Purchase Agreement effective from 1.04.2017 to 31.03.2018 with Mohan Zupack Ltd., for purchase of empty Cartons for packing its products. This Company is situated in vicinity of MML s Units at Mohan Nagar resulting in quick supply of cartons to MML as per their demand besides timely supplies to other units of MML situated in other States. Zupack also maintains inventory for MML s brand and it is always ready to deliver stocks even in small quantities as per MML s requirement whereas there is no other supplier in market who can commit the timely supply of required quantity and quality of cartons for MML s brands. Zupack 12
strictly meets out the standards and specifications of MML and more over it manufactures cartons exclusively for MML s units and brands. The arrangements are at arm s length and in the Ordinary Course of business and are in the beneficial interest of the Company. Mrs. Usha Mohan, Director of Mohan Zupack Ltd., is mother of Shri Hemant Mohan and Shri Vinay Mohan Directors of the Company and mother-in-law of Mrs. Shalini Mohan a Director of the Company and as such they are deemed to be interested in the Resolution. Therefore this is being placed before the shareholders by way of Special Resolution. The Agreement referred to above shall be available for inspection by Members at the Regd. Office of the Company on all working days except Sunday including the date of Annual General Meeting. AGENDA ITEM NO.15. The Company has entered into Purchase Agreement and Lease Agreement with Mohan Closures Ltd., (MCL) effective from 1.04.2017 to 31.03.2018 for purchase of Crown Corks. Mohan Closures is situated within MML s Mohan Nagar compound therefore it arranges instant supply of Crown Corks to MML s units at Mohan Nagar besides timely supplies to other Units of MML situated in other States. The design and quality of MCL s Crown Corks meets MML s requirement perfectly. MCL also supplies Crown Corks in smaller quantity to MML whereas other manufacturers in this industry don t agree to supply below specific quantity lot. MCL also maintains stock for MML s brands. In order to ensure timely delivery of desired quantity, the Company has given its idle premises to MCL for which the Company is also charging rent. As such the arrangements are in the beneficial interest of the Company. The arrangements are in the Ordinary Course of business and are at arm s length. None of the Directors except Shri Vinay Mohan who is Common Director in both the Companies, i.e. Mohan Meakin Ltd., and Mohan Closures Ltd., is interested in the Resolution ; hence this is being placed before the shareholders by way of Special Resolution. The Agreements referred to above shall be available for inspection by Members at the Regd. Office of the Company on all working days except Sunday, including the date of Annual General Meeting. AGENDA ITEM NO.16. The Company has entered into Usership Agreement with Trade Links (P) Ltd., from 1.4.2017 to 31.3.2018 with a view to boost the sale of its products throughout the country on commission basis. With these arrangements the sale of Company products throughout the Country has gone up substantially, besides the Company has been getting royalty also pursuant to these Arrangements. These arrangements are in the beneficial interest of the Company. The arrangements are in the ordinary course of business and are at arm s length. Shri Vinay Mohan is common Director in both the Companies i.e. Mohan Meakin Ltd., and Trade Links (P) Ltd.; hence interested in the Resolution. None of the Directors, except Shri Vinay Mohan who is Common Director in both the Companies, i.e. Mohan Meakin Ltd., and Trade Links Pvt. Ltd., is interested in the Resolution ; hence this is being placed before the shareholders by way of Special Resolution. The above Agreements with Trade Links (P) Ltd., shall be available for inspection at the Regd. Office of the Company on all working days except Sunday including the date of the Annual General Meeting. AGENDA ITEM NO.17. The Company had given on lease a vacant plot of land at Mohan Nagar (Ghaziabad) U.P. to M/s. John Oakey & Mohan Ltd., as far back as 1963 initially for a period of 25 years, with an option for its further renewal after the expiry of the said period of 25 years. The last renewal of the said Lease Deed has been made by Agreement and the Company has been getting rent of Rs.50,000/- per annum. The arrangements are in the beneficial interest of the Company. These are in the ordinary course of business and at arm s length. Shri Vinay Mohan is a Director of Mohan Meakin Ltd., and Member of M/s. John Oakey & Mohan Ltd., and Mrs. Usha Mohan is mother of Shri Hemant Mohan & Shri Vinay Mohan and mother-in-law of Mrs. Shalini Mohan, Directors of the Company and as such they are deemed to be interested in this Resolution which is placed before the Shareholders by way of Special Resolution. The Lease Agreement with M/s. John Oakey & Mohan Ltd., referred to above shall be available for inspection at the Regd. Office of the Company on all working days except Sunday, including the date of Annual General Meeting. 13