Mar 31, 2018
To the Members
The Board of Directors are pleased to present the Twenty-fifth Annual Report and Audited Accounts for the year ended 31st March, 2018.
FINANCIAL PERFORMANCE
(Rs. In Lacs)
Particulars |
Current Year (2017-18) |
Previous Year (2016-17) |
||
Standalone |
Consolidated |
Standalone |
Consolidated |
|
Total Revenue |
163656.22 |
163664.76 |
111296.82 |
111271.24 |
Total Expenses |
162501.76 |
162648.05 |
109699.15 |
109840.42 |
Profit before Explanatory items & Tax |
1154.46 |
1016.71 |
1597.67 |
1430.82 |
Less: Provision for taxation including Deferred tax |
452 |
452.01 |
(16.68) |
(16.69) |
Profit/ (Loss) after tax |
702.46 |
564.70 |
1614.35 |
1447.51 |
Basic EPS |
2.45 |
1.98 |
5.60 |
5.02 |
Diluted EPS |
2.45 |
1.98 |
5.60 |
5.02 |
PERFORMANCE OVERVIEW
During the year under review the company reported a growth of 25% in net revenue as compare to previous year and PBT has been decreased by Rs.414.11 lakhs from the previous year and also PAT has been decreased by Rs.882.81 lakhs from the previous year. The Basic and Diluted EPS of the Company is Rs.1.98/- as compared to Rs.5.02/- in the previous year.
THE YEAR IN PERSPECTIVE
The alcohol sector remained under pressure for most part of 2017-18 due to impact of macro developments like demonetisation and GST in general and restrictive alcohol policies in particular. However, industry sentiment slightly improved towards the second half with more clarity emerging on GST, reduced impact of highway ban and increase in rural offtake. Despite the overall challenging environment, your Companyâs resilient performance was once again a testimony to its robust 360° business model.
In FY17-18, your Company reported a growth of 25% in net revenue from operations to reach Rs 969.0 crore and stable EBITDA margins at 7.7%. Overall profitability was subdued due to closure of Bihar plant. While the plant failed to generate any revenues, higher debt servicing and depreciation costs impacted PAT margin, which declined from 2.1 % in the previous year to 0.7% in FY17-18.
The growth was led by manufacturing business which grew by 36% during the year driven by rapid scale up in the newly commissioned West Bengal plant. After commencing operations in early 2017, the plant ramped up quickly to reach 90% plus capacity utilization during FY17-18. Higher ENA prices coupled with lower raw material costs in West Bengal ensured higher spreads on bulk alcohol, though this was partly offset by lower price realizations in DDGS.
Driven by strong performance of bulk alcohol, the proportion of manufacturing business in revenues grew from 53% in FY16-17 to 58% in the year under review.
The consumer business comprising IMILgrew by 8% during the year which was driven by another year of excellent performance in Rajasthan partly offset by decline in volumes in Haryana. In Rajasthan, we edged up our market share from 30% to 32% underlining the strong acceptance of our brands in the state. While the overall alcohol sector has seen slowdown in recent times, the IMIL market in Rajasthan has been very impressive growing at a double digit rate over the last three years.
After a marginal improvement in market environment in the previous year, the operating conditions for IMIL again became very difficult in Haryana during FY17-18 also reflected in a 9% decline in industry volumes. Though we continued to maintain a double digit market share, our volumes saw a 30% decline impacting profitability.
In West Bengal, we have started making inroads into the IMIL market and there is good traction for our brands. One of the largest markets in the country, our focus is on sustained and profitable brand building.
In March 2018, in an important development, the Bihar government, pursuant to orders from the High Court, announced reversal of its earlier policy, thereby allowing renewal of distillery licenses. This means that your company is no longer restricted and can start operations in the state.
The year 2017-18 is also significant in the history of your Company as we made our foray into premium IMFL, a fast growing and highly profitable industry segment. Your Companyâs subsidiary, Unibev Ltd, a venture in premium IMFL, launched its first brand in the state of Pondicherry - a premium brandy called Laffaire. The brand has received strong acceptance from consumers and channel partners.
MATERIAL CHANGES AFTER MARCH 31, 2018 AFFECTING THE COMPANY
After the launch of its first premium IMFL brand in December 2017, your Companyâs subsidiary Unibev Ltd launched two premium whisky brands in the state of Karnataka in June 2018, both of which have received an encouraging response.
DIVIDEND
Your Directors do not recommend any dividend for the financial year 2017-18 because the company wants to reserve funds for its ongoing projects.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Sunil Chadha, have been appointed as Additional Directors in the company on 21st May 2018 respectively and pursuant to section 161 (1) of the Companies Act, 2013, the said director Mr. Sunil Chadha will hold office only upto the date of forthcoming AGM of the company and is eligible for appointment as Director. The Board recommends his appointment and accordingly resolution seeking approval of the members for their appointment has been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.
Mr. Vivek Gupta, Non Executive & Independent Director of the company has been resigned from the Board of the Company w.e.f. 21st May, 2018. The Directors place on record their appreciation of the valuable contribution made by him.
Mr. Vijay Kumar Rekhi, Executive Director of the company and Dr. Bhaskar Roy, Executive Director of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.
SUBSIDIARY COMPANIES
Your Company has one subsidiary viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited) (Indian subsidiary).
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the annual report.
CORPORATE GOVERNANCE
As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-ll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the
Corporate Governance Report which forms part of this report.
The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.globusspirits.com.
NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.
AUDITORS
Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at 7th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, who were appointed in the 21st AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.
AUDITORSâ REPORT
The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditorâs report.
COST AUDIT
The board subject to the approval of the Central Government, if required, has appointed M/s JSN & Co., Cost Accountants, having Firmâs registration no. 455, its office at 462/1, 1st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2017-18. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been annexed herewith & forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of top ten employees are as follows :-
Particulars of Top Ten Employees:
Name |
Designation |
Nature of Employment |
Age |
Date of Joining |
Qualifications & Experience |
Previous Employment |
%age of Equity shares held |
Gross Remuneration |
Ajay Kumar Swarup |
Managing Director |
Permanent |
59 |
16-Jan-1993 |
PGDBM (34 years of experience) |
M/s SVP Industries Ltd. |
5.62% |
10799996 |
Shekhar Swarup |
Joint Managing Director |
Permanent |
32 |
27-Oct-2008 |
Degree in Business & Management (8 years of experience) |
N.A. |
1.87% |
8100000 |
Vijay Rekhi |
Executive Director |
Parmanent |
73 |
19-Mar-2017 |
Collegiate from Harvard (HBS) and Wharton Business Schools, MBA from (IIM), Ahmedabad, (50 years of work experience) |
United Spirits Limited |
Nil |
6900000 |
Bhaskar Roy |
Executive Director & COO |
Permanent |
55 |
04-0ct-2005 |
Mcom, FCA, PHD (30 years of experience) |
M/s Saraya Industries Limited |
0.00% |
6292261 |
Sachin Narang |
VP- Consumer Products |
Permanent |
51 |
27-Nov2017 |
PGDBA, BBA( 18 years of experience) |
M/s Diageo India |
0.00% |
4700004 |
Ajay Goyal |
Chief Financial Officer |
Permanent |
48 |
18-Mar-2015 |
CA (21 years of experience) |
M/s Toyoda Gosei Minda India Pvt. Ltd. |
0.00% |
4555445 |
Manik Lai Dutta |
Executive Director |
Permanent |
72 |
01-Aug-2006 |
M.Tech, PGDBM (46 years of experience) |
M/s United Spirits Limited |
0.007% |
4150557 |
R.K. Malik |
Sr. Vice President |
Permanent |
61 |
15/Aug/2000 |
MBA (41 years of experience) |
M/s Golden Bottling |
0.00% |
4000008 |
Jasbeer Singh |
Vice President - Exports |
Permanent |
60 |
01-0ct-2014 |
BSc., MBA(over 16 years of experience) |
N.A. |
0.00% |
3531600 |
Amitabh Singh |
Vice President |
Permanent |
51 |
16-Apr-2013 |
B.Sc. Engineering (28 years of experience) |
M/s Radico Khaitan Limited |
0.00% |
3430966 |
Notes:
1. The percentage of equity share holding mentioned as above is as on 31st March 2018.
2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Joint Managing Director of the company.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.
Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.
MANAGEMENTâS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Managementâs Discussion and Analysis Report has been annexed & forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed
1. That in preparation of the Annual Accounts for the financial year 2017-18, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.
2. That 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 as at 31st March, 2018 and of the results of the Company for that period.
3. That the directors had taken proper and sufficient care for the 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.
4. That the directors had prepared the Annual Accounts for the financial year 2017-18 on a going concern basis.
5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and
6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the âActâ) is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.
NUMBER OF MEETINGS OF THE BOARD
6 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.
AUDIT COMMITTEE
Composition and other details pertaining to Audit Committee has been disclosed in the Corporate Governance Report.
INDEPENDENT DIRECTORSâ DECLARATION
Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija, Mr. Kunal Agarwal and Mr. Sunil Chadha, who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.
POLICY OF DIRECTORSâ APPOINTMENT AND REMUNERATION
Companyâs policy on Directorsâ appointment and remuneration including criteriafor determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by the Managing Director and forms part of the Annual Report.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.
ANNUAL PERFORMANCE EVALUATION
The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2017-18 except to its Subsidiary M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited).
SECRETARIAL STANDARDS
All the provisions of Secretarial standards has been complied by the Company during Financial Year 2017-18.
TRANSACTIONS WITH RELATED PARTIES
The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on armâs length basis. The details are mentioned in the notes to accounts of the financial statements. Policy on materiality of Related Party Transactions can be accessed on the companyâs website www.globusspirits.com.
INTERNAL CONTROL
The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.
RISK MANAGEMENT
The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.
VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
Financial position of the subsidiary M/s Unibev Limited (Formerly known as M/s Uber Blenders & Distillers Ltd.) is provided in a separate statement AOC-1, attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Act.
PARTICULARS OF REMUNERATION
The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows
(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company
Executive Directors |
Ratio to the Median Remuneration* |
Mr. Ajay Kumar Swarup |
40.91 |
Mr. Shekhar Swarup |
30.68 |
Mr. Manik Lai Dutta |
15.72 |
Dr. Bhaskar Roy |
23.83 |
Non-Executive Directors (Sitting Fees only) |
|
Sh. Santosh Kumar Bishwal |
0.78 |
Sh. Joginder Singh Dhamija |
1.11 |
Sh. Kunal Agarwal |
0.22 |
Sh. Vivek Gupta |
0.33 |
Ms. Ruchika Bansal |
0.22 |
* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months
(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year
Name of the Person |
% increase in Remuneration |
Mr. Ajay Kumar Swarup (Managing Director) |
8% |
Mr. Shekhar Swarup (Executive Director) |
8% |
Mr. Manik Lai Dutta (Executive Director) |
8% |
Dr. Bhaskar Roy (Executive Director) |
8% |
Sh. Ajay Kumar Goyal (CFO) |
8% |
Sh. Santosh Kumar Pattanayak (Company Secretary) |
6% |
(c) The percentage increase in the median remuneration of employees in the financial year
5% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)
(d) The number of permanent employees on the rolls of Company as on 31/03/2018: 376
(e) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
The average increase in salaries of employees other than managerial personnel in 2017-18 was 8% approximately. Percentage increase in the managerial remuneration for the year was also approximately 8%.
(f) The affirmation that the remuneration is as per the remuneration policy of the Company
The Companyâs remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.
For and on behalf of the Board of Directors
(Dr. Bhaskar Roy) (Ajay K. Swarup)
Executive Director & COO Managing Director
Place: New Delhi (Santosh Kumar Pattanayak) (Ajay Goyal)
Date 10/08/2018 Company Secretary Chief Financial Officer
Mar 31, 2016
The Directors are pleased to present the Twenty-third Annual Report and Audited Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars |
Current Year (2015-16) |
Previous Year (2014-15) |
||
|
Standalone |
Consolidated |
Standalone |
| Consolidated |
Total Revenue |
71,053 |
71,058 |
59,003 |
59,038 |
Total Expenses |
69,581 |
69,836 |
57,973 |
58,028 |
Profit before Explanatory items & Tax |
1,472 |
1,222 |
1,030 |
1,010 |
Profit before tax after extraordinary items |
1,472 |
1,222 |
1,030 |
1,010 |
Less: Provision for taxation including Deferred tax |
218 |
218 |
323 |
336 |
Profit/ (Loss) after tax |
1254 |
1004 |
707 |
674 |
Basic EPS |
4.35 |
3.49 |
1.96 |
1.84 |
Diluted EPS |
4.35 |
3.49 |
1.93 |
1.81 |
PERFORMANCE REVIEW
During the year under review the Total Revenue of the Company has increased by 20%from Rs. 59,003lacs (Previous year) to Rs. 71,053 lacs (Current year) and an increase in PBT by Rs. 442lacs from the previous year and an increase in PAT by Rs.547 lacs from the previous year. The Basic EPS of the Company is Rs.4.35 as compared to Rs.1.96 and the diluted EPS of the Company is Rs.4.35 as compared to Rs.1.93 in the previous year.
THEYEAR IN PERSPECTIVE
After 3 years of extremely subdued growth, the Indian alcohol sector started showing signs of pickup in the year under review. Though growth rate was in low single digits, the macro indicators and new government schemes are encouraging and overall industry sentiment is positive.
Your company''s performance during the year under was exemplary as strong growth in consumer-facing IMIL and higher off-take in value added DDGS led to 21% increase in revenues from operations, 43% growth in EBITDA and 77% improvement in profit after tax. This resilient performance against a weak industry backdrop is attributable to your company''s strategy of straddling the spirits value chain.
The IMIL business witnessed strong traction as volumes improved by 40%, translating to revenue growth of37%. We improved our market shares in all states of operation and particularly performance in Rajasthan, where we are already the largest private player, was very reassuring.
Driven by strong performance of IMIL, the proportion of consumer business in revenues grew from 44% in FY14-15 to 51% in the year under review.
Despite solid growth in value-added DDGS, the manufacturing vertical posted a steady growth of 7% as captive consumption of bulk alcohol increased. The manufacturing operations, which form the backbone of the 360° model, improved significantly as capacity utilization increased from 77% in FY14-15 to 86% in FY15-16. This was driven by a combination of higher productivity, which has been one of the key focus areas for your company, and better on-ground management of operations.
DDGS, a value-added by product, witnessed immense traction, finding favour with the animal feed industry as an excellent protein source and replacement for more expensive protein sources like soya de-oiled cake. Your company''s efforts in product research and consumer education paid off as the long term potential for DDGS was well-established.
The work on the green-field projects progressed in line with expectations and both plants, Bihar and West Bengal, are expected to be commissioned in FY16-17. With this, your company will have a strong base to establish itself in the large and growing market of East India
MATERIAL CHANGES AFTER MARCH 31,2016 In a milestone event, your company has commissioned its first distillery in East India in Bihar on August 1, 2016. The plant has production capacity of 80 kilo litres bulk alcohol per day and will caterto demand in neighbouring states and overseas exports.
DIVIDEND
Your Directors do not recommend any dividend for the financial year 2015-16 because the company wants to reserve funds for its ongoing projects at West Bengal and Bihar.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ajay Kumar Swarup, Managing Director of the Company who has been appointed for a period of 5 years w.e.f. 01st December 2011 and whose tenure expires on 30th November 2016. Hence being eligible offer himself for reappointment as Managing Director of the company for another period of 5 years w.e.f. 01st December 2016.
Dr. Bhaskar Roy, Executive Director of the Company and Ms. Ruchika Bansal, Non-Executive Director of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.
SUBSIDIARY COMPANIES
Your Company has two wholly owned subsidiaries viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited) (Indian subsidiary) and M/s Globus Trade Bay Limited (foreign subsidiary) in UAE.
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report.
Performance and financial position of the subsidiary companies is given in Annexure-I.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-lll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report.
AUDITORS
Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at Building 10, Tower B, 7th Floor, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, who were appointed in the 21a AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.
AUDITORS'' REPORT
The Auditors in their Report to Members, have given a qualification as follows:-
In Standalone Accounts:
1) As on March 31, 2016, Fixed Assets include Intangible Assets aggregating to Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs) under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Company through expenditure on advertisement and promotional expenses. Such recognition is notin accordance with Accounting Standard - 26 "Intangible Assets". Had the Company complied with requirements ofAS-26, Fixed Assets as at March 31, 2016 would have been lower by Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), Depreciation and amortization expense for the year would be lower by Rs.721.65 Lacs, Net profit after taxes for the year and Reserves and Surplus would be lower by Rs.943.80 Lacs.
2) /As on March 31, 2016, Plant & Machinery having Net book value of Rs.3,278.63 Lacs (Gross Book Value - Rs. 5,580.40 Lacs) that are currently unutilized for over 3 years as on the balance sheet date, for which the management is evaluating alternative use and is of the view that no impairment is considered necessary at this stage. In absence of impairment assessment, we are unable to comment on recoverability of carrying value of such assets and consequent adjustment that maybe required upon such assessment.
3. In case of fixed assets, the Company''s internal financial controls around recording of fixed assets and timely identification, monitoring and reporting of non-usable fixed assets are operating in a manner that it may lead to delayed appropriate action / charge-off in the financial statements and consequently result in misstatement of the fixed assets.
In Consolidated Accounts:
1. As on March 31, 2016, Fixed Assets include Intangible Assets aggregating to Rs.1,443.30 Lacs (March 31, 2015- 2,164.95 Lacs) under the head "Knowhow and New Brand Development" representing intangibles internally generated by the Company through expenditure on advertisement and promotional expenses. Such recognition is not in accordance with Accounting Standard - 26 "Intangible Assets". Had the Company complied with requirements ofAS-26, Fixed Assets as at March 31, 2016 would have been lower by'' 1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), Depreciation and amortization expense for the year would be lower by Rs. 721.65 Lacs, Net profit after taxes for the year and Reserves and Surplus would be lower by Rs. 943.80 Lacs.
2. /As on March 31, 2016, Plant & Machinery having Net book value of Rs.3,278.63 Lacs (Gross Book Value - Rs. 5,580.40 Lacs) that are currently unutilized for over 3 years as on the balance sheet date, for which the management is evaluating alternative use and is of the view that no impairment is considered necessary at this stage. In absence of impairment assessment, we are unable to comment on recoverability of carrying value of such assets and consequent adjustment that maybe required upon such assessment.
3. In case of fixed assets, the Holding Company''s internal financial controls around recording of fixed assets and timely identification, monitoring and reporting of non-usable fixed assets are operating in a manner that it may lead to delayed appropriate action / charge-off in the financial statements and consequently result in misstatement of the fixed asset.
And the response of your Directors with respect to it as follows: -
Response on Audit Qualification 1 :-
Up to 31/03/2013, the expenses incurred on brand promotion were capitalized as intangibles under the head âKnowhow and New Brand Developmentâ. Effective year ended 31/03/2014, the Company adopted a policy of amortizing these intangibles over a period of 5 years. During the year, Rs.721.65 Lacs has been recognized as depreciation and amortization expense. Had the asset been fully expensed off as on 31/03/2016, Fixed Assets would have been lower by Rs.1,443.30 Lacs (March 31, 2015 - Rs.2,164.95 Lacs), the depreciation and amortization expense for the year would have been lower by Rs.721.65 Lacs, Net Profit after tax for the year and Reserves and Surplus would have been lower by Rs. 943.80 Lacs.
Response on Audit Qualification 2:-
As on March 31, 2016, fixed assets include Plant and machinery valued at Rs.3,278.63 lacs (Gross Book Value - Rs. 5,580.40 lacs) situated at Hissar, Haryana, which are currently unutilized since 3 years for which the Company is in the process of evaluating alternative use, and is confident that the value in use of these assets would be higher than the carrying value and therefore no impairment provision / realizable value assessment is required at this stage.
Response on Audit Qualification 3:-
The Company has a process of physically verifying the fixed assets in a periodical manner. However there are certain amount of unused fixed assets, for which the company is in the process of evaluating options for making alternative use of the same.
COST AUDIT
The board subject to the approval of the Central Government, if required, has re-appointed M/s Niraj Kumar Vishwakarma & Associates, Cost Accountants, having Firm''s registration no. 101683, its branch office at N-60, 4⢠Floor, Narain Nagar, Lalita Park, Delhi-110092, as Cost Auditor for conducting the Cost Audit for the financial year 2016-17. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been annexed & forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name & other particulars of the employees for the year ending on 31st March 2016 are as follows:-
SI No |
Name |
Age |
Designation |
Remuneration received ( ) |
Qualification |
Experience In years |
Date of Commencement of employment |
Particulars of last employment |
1 |
Sh. Ajay K. Swarup |
57 Years |
Managing Director |
75,00,000/- |
PGDBM (IIM, Kolkata) |
33 |
December 01, 2006 |
M/s SVP Industries Ltd. |
Name |
Designation |
Nature of Employment |
Age |
Date of Joining |
Qualifications & Experience |
Previous Employment |
%age of Equity shares held |
Remuneration Received |
Ajay Kumar Swarup |
Managing Director |
Permanent |
57 |
16-Jan- 1993 |
PGDBM (33 years of experience) |
M/s SVP Industries Ltd. |
6.55% |
75,00,000 |
Bhaskar Roy |
Executive Director & COO |
Permanent |
53 |
04-0ct- 2005 |
Mcom, FCA, PHD (29 years of experience) |
M/s Saraya Industries Limited |
0.00% |
49,17,246 |
Ajay Goyal |
Chief Financial Officer |
Permanent |
46 |
18-Mar-2015 |
CA (20 years of experience) |
M/s Toyoda Gosei Minda India Pvt. Ltd. |
0.00% |
36,69,000 |
M L Dutta |
Executive Director |
Permanent |
70 |
01-Aug-2006 |
M.Tech, PGDBM (45 years of experience) |
M/s United Spirits Limited |
0.007% |
34,02,537 |
Shekhar Swarup |
Executive Director |
Permanent |
30 |
27-Oct- 2008 |
Degree in Business & Management (8 years of experience) |
N.A. |
0.35% |
39,47,098 |
Amitabh Singh |
Vice President |
Permanent |
49 |
16-Apr-2013 |
BSc. Engineering (27 years of experience) |
M/s Radico Khaitan Limited |
0.00% |
29,16,000 |
R.K. Malik |
Sr. Vice President |
Permanent |
60 |
15-Aug- 2000 |
MBA (40 years of experience) |
M/s Golden Bottling |
0.00% |
32,40,000 |
Deepak Saroha |
Vice President |
Permanent |
42 |
01 -Jul-2007 |
BSc., PGDAT(over 15 years of experience) |
M/s Radico Khaitan Ltd. |
0.00% |
25,99,992 |
Pankaj Tyagi |
Vice President |
Permanent |
43 |
14-May-2015 |
BSc., PGDAT (22 years of experience) |
M/s Brahamputra Biochem Pvt. Ltd. |
0.00% |
24,75,000 |
Jasbeer Singh |
Vice President |
Permanent |
58 |
O1-Oct- 2014 |
BSc., MBA(over 15 years of experience) |
N.A. |
0.00% |
18,00,000 |
Notes: 1. The percentage of equity share holding mentioned as above is as on 31st March 2016.
2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Executive Director of the company.
3. Sh. Ajay K. Swarup has been proposed to be re-appointed as Managing Director of the Company for a period of 5 years w.e.f. 01.12.2016 in the ensuing AGM of the company.
CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.
Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure II and form part of this report.
MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management''s Discussion and Analysis Report has been annexed & forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed
1. That in preparation of the Annual Accounts for the financial year 2015-16, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.
2. That 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 as at 31a March, 2016 and of the results of the Company for that period.
3. That the directors had taken proper and sufficient care for the 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.
4. That the directors had prepared the Annual Accounts for the financial year 2015-16 on a going concern basis.
5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central &the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Dr. Bhaskar Roy Ajay K. Swarup
Executive Director & COO Managing Director
DIN-02805627 DIN-00035194
Place: New Delhi Santosh Kumar Pattanayak Ajay Goyal
Date: 09/08/2016 Company Secretary Chief Financial Officer
ACS-18721
Mar 31, 2015
To the Members
The Directors are pleased to present the Twenty-second Annual Report
and Audited Accounts for the year ended 31" March, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
Current Previous
Particulars Year Year
2014-2015 2013-2015
Standalone Consolidated* Standalone
Total Revenue 59,003 59,038 49,939
Total Expenses 57,973 58,028 49,016
Profit before
Explanatory items & Tax 1,030 1,010 923
Profit before tax
after extraordinary items 1,030 1,010 327
Less: Provision for
taxation including
Deferred tax 323 336 (101)
Profit/(Loss) after tax 707 674 428
Basic EPS 1.96 1.84 0.16
Diluted EPS 1.93 1.81 0.15
* During the year the Company formed two Wholly Owned Subsidiaries,
namely M/s Globus Trade Bay Limited (incorporated in UAE), M/s Uber
Blenders & Distillers Limited (Subsequently name changed to M/s Unibev
Limited w.e.f. 04* June 2015 (Indian Subsidiary), hence consolidated
financials have been prepared.
PERFORMANCE REVIEW
During the year under review the Total Revenue of the Company has
increased by 18% from Rs. 49,939lacs (Previous year) to Rs. 59,002lacs
(Current year) and an increase in PBT by Rs.702lacs from the previous
year and an increase in PAT by Rs.279lacs from the previous year. The
Basic EPS of the Company is Rs.1.96/- as compared to Rs.0.16/- and the
diluted EPS of the Company is Rs.1.93/- as compared to Rs.0.15/- in the
previous year.
THE YEAR IN PERSPECTIVE
In the year under review, your Company reported a revenue growth of 18%
driven by successful implementation of several initiatives across
business verticals. Though market conditions continued to be difficult,
your Company's strategy of straddling all segment of the spirits value
chain paid off.
While the consumer business showed signs of revival, posting a growth
of 13%, the manufacturing vertical continued to outperform with growth
of 22%. As a consequence, proportion of manufacturing in revenues grew
from 54% in FY13-14 to 56% in FY 14-15.
Growth in the manufacturing vertical was largely driven by higher
volumes of third party bottling (38%) and improved realizations in
bottling and bulk alcohol. Your Company successfully scaled up
contracts with United Spirits and ABD and also started bottling for
Jagatjit Industries in Rajasthan. Exports business showed strong
performance growing to 3x its size in the previous year. The growth in
manufacturing was aided by higher capacity utilizations at both
facilities. In a major milestone, your Company launched Distiller's
Dried Grains with Solubles, a value added by-product, which has
application in animal feed as a valuable protein source.
In the consumer vertical, your Company witnessed strong volume growth
in Rajasthan IMIL (20%) as efforts on brand building and widening of
distribution reach yielded results. This was partly dampened by weak
performance in Haryana, one of your Company's key markets, where
adverse competitive conditions continued to persist. In a move to de-
risk from geographical concentration, your Company entered the Bihar
IMIL market, marking its entry in East India.
Further, your Company continued its efforts in R&D to enhance
productivity, thereby reducing cost of production. Raw material prices
stabilized after an extended period of high prices and volatility.
Despite delays in land acquisition, the expansion plans to East India
are progressing well. Construction has started at both sites and your
Company is expecting to commission both Greenfield facilities in
FY2016-17.
DIVIDEND
Your Directors do not recommend any dividend for the financial year
2014-15.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the
provisions of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules 2014 from any person during the
year under Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Vivek Gupta, Non-Executive & Independent Director
of the Company has been appointed as Chairman of the Company w.e.f.
28th March 2015.
Ms. Ruchika Bansal, has been appointed as Additional Director of the
Company on 28th March 2015 and pursuant to section 161 (1) of the
Companies Act, 2013, Ms. Ruchika Bansal will hold office only upto the
date of forthcoming AGM of the Company and is eligible for appointment
as Director. The Board recommends her appointment and accordingly
resolution seeking approval of the members for her appointment has been
included in the Notice of forthcoming Annual General Meeting of the
Company along with her brief profile.
Mr. Gautam Premnath Khandelwal, Independent Director & Chairman of the
Company has been resigned from the Board of the Company w.e.f. 14*
November, 2014. The Directors place on record their appreciation of the
valuable contribution made by him.
Mr. Manik Lai Dutta, Executive Director of the Company and Sh. Rajesh
Sehgal, Non-Executive Director of the Company, retire by rotation and
being eligible offer themselves for re- appointment. The Board
recommends their re-appointment.
SUBSIDIARY COMPANIES
Your Company has two wholly owned subsidiaries viz., M/s Unibev Limited
(formerly known as M/s Uber Blenders & Distillers Limited), (Indian
subsidiary) and M/s Globus Trade Bay Limited (foreign subsidiary) in
UAE. In terms of proviso to sub section (3) of Section 129 of the Act,
the salient features of the financial statement of the subsidiaries is
set out in the prescribed form AOC-1, which forms part of the annual
report.
Performance and financial position of the subsidiary companies is given
in Annexure-I.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance has been annexed
as part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
The CSR Policy of the Company and the details about the initiatives
taken by the Company on CSR during the year as per the Companies
(Corporate Social Responsibility Policy) Rules, 2014 have been
disclosed in Annexure-lll to this Report. Further details of
composition of the Corporate Social Responsibility Committee and other
details are provided the Corporate Governance Report which forms part
of this report.
AUDITORS
Pursuant to provisions of Section 139 of the Companies Act 2013, M/s
Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants,
having their office at 7th Floor, Building 10, DLF Cyber City Complex,
DLF City Phase-ll, Gurgaon-122002, Haryana, were appointed in the 21 *
AGM as statutory auditors of the Company for a period of the first term
of five consecutive years till the conclusion of 26th AGM, subject to
ratification at every annual general meeting in terms of the Companies
Act 2013.
AUDITORS' REPORT
The Auditors in their Report to Members, have given a qualification and
the response of your Directors with respect to it as follows :- In
Standalone Accounts:
As at March 31, 2015, Fixed Assets include Intangible Assets
aggregating to Rs. 2,164.95 Lacs (March 31, 2014 - Rs. 2,886.60 Lacs)
under the head "Knowhow and New Brand Development" representing
intangibles internally generated by the Company through expenditure on
advertisement and promotional expenses. Such recognition of expenses as
an intangible asset is not in accordance with Accounting Standard (AS
26) "Intangible Assets". Had the Company complied with requirements of
AS-26, Fixed Assets as at March 31, 2015 would have been lower by Rs.
2,164.95 Lacs (March 31, 2014 - Rs. 2,886.60 Lacs), Depreciation and
amortisation expense for the year would be lower by Rs. 721.65 Lacs.
Net Profit after taxes for the year would be converted into Net Loss
after taxes of Rs. 709.00 Lacs and the Reserves and Surplus would be
lower by Rs. 1,415.70 Lacs. In Consolidated Accounts:
As on March 31, 2015, Fixed Assets include Intangible Assets
aggregating to Rs. 2,164.95 Lacs under the head "Knowhow and New Brand
Development" representing intangibles internally generated by the
Holding Company through expenditure on advertisement and promotional
expenses. Such recognition is not in accordance with Accounting
Standard - 26 "Intangible Assets". Had the Holding Company complied
with requirements of AS-26, Fixed Assets as at March 31, 2015 would
have been lower by Rs. 2,164.95 Lacs, Depreciation and amortisation
expense for the year would be lower by Rs. 721.65 Lacs, Net profit
after taxes for the year would be converted into net losses after tax
of Rs. 741.69 Lacs and Reserves and Surplus would be lower by Rs.
1,415.70 Lacs.
And the response of your Directors with respect to it as follows:-
During the current period the expenses incurred on brand promotion were
expensed off, however, up to 31/03/2013 the same were being capitalised
since the brands were under establishment during that period. Further,
during the year, an amount of Rs. 721.65 Lacs has been debited to
Statement of Profit and Loss to amortise these assets over 5 years.
COST AUDIT
The board subject to the approval of the Central Government, if
required, has re-appointed M/s Niraj Kumar Vishwakarma & Associates,
Cost Accountants, having Firm's registration no. 101683, its branch
office at N-60,4Â Floor, Narain Nagar, Lalita Park, Delhi-110092, as
Cost Auditor for conducting the Cost Audit for the financial year
2015-16. The audit committee recommended his appointment and
remuneration. The Company has also received necessary certificate under
Section 141 of the Act 2013 conveying his eligibility for
re-appointment. The remuneration fixed by the board, based on the
recommendation of the audit committee is required to be ratified by the
members at the AGM as per the requirement of Section 148(3) of the Act
2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been annexed &forms part of the Annual
Report.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with
the apllicable rules made thereunder, the name & other particulars of
the employees are as follows:-
SI Name Age Designation Remuneration Qualification
NO received
(Rs.)
1 Sh. Ajay K. 56 Managing 47,70,000/- PGDBM
Swarup Years Director (IIM, Kolkata)
Name Experience Date of Particulars
In years Commencement of last
of employment employment
Sh Ajay K Swarup 30 December 01, 2006 M/s SVP Industries
Ltd.
Notes:
1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.
2. Sh. Ajay K. Swarup has adequate experience to discharge the
responsibilities assigned to him and his designation is indicative of
nature of his duties.
3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of the
Company for a period of 5 years w.e.f. 01.12.2011.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
ETC.
Particulars as required under Rule 8 (3) of the Companies (Accounts)
Rules, 2014 are given in Annexure II and form part of this report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis Report has been annexed &forms
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby
confirmed
1. That in preparation of the Annual Accounts for the financial year
2014-15, the applicable Accounting Standards have been followed along
with explanation relating to material departures, if any.
2. That 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 as at 31st March, 2015 and of the results of
the Company for that period.
3. That the directors had taken proper and sufficient care for the
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.
4. That the directors had prepared the Annual Accounts for the
financial year 2014-15 on a going concern basis.
5. That they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and operating properly ; and
6. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
wholehearted support and valuable co-operation extended to the Company
by the Central & the State Governments, Bankers, Suppliers, Associates,
Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Dr. Bhaskar Roy) (Ajay K. Swarup)
Executive Director & CFO Managing Director
DIN-02805627 DIN-00035194
Place: New Delhi
Date: 13/08/2015
Mar 31, 2014
To the Members
The Directors are pleased to present the Twenty-first Annual Report
and Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars Current Previous
Year Year
2013-2014 2012-2013
Total Revenue 49,939.76 50,666.53
Total Expenses 49,016.30 45,446.33
Profit before
Explanatory items & Tax 923.46 5220.17
Profit before tax
after extraordinary items 327.11 5220.17
Less: Provision for taxation
including Deferred tax (100.53) 1801.63
Profit/ (Loss) after tax 427.63 3418.54
Basic EPS 0.16 14.81
Diluted EPS 0.15 14.73
PERFORMANCE REVIEW
During the year under review the Total Revenue of the company has been
decreased by 1.43% from Rs.50,666.53lacs (Previous year) to
Rs.49,939.76lacs (Current year) and a decline in PBT by Rs.4,893.10lacs
from the previous year and a decline in PAT by Rs.2,990.93lacs from the
previous year. The Basic EPS of the company is Rs.0.16/- as compared to
Rs.14.81/- and the diluted EPS of the company is Rs.0.15/- as compared to
Rs.14.73/- in the previous year.
THE YEAR IN PERSPECTIVE
During the year under review, your company was able to post a resilient
performance driven by its strategy of straddling the entire alcohol
chain. The manufacturing business generated healthy revenue growth of
17% offsetting the dip in consumer revenues to post flat revenues. Bulk
alcohol volumes grew by 19% and bottling volumes remained strong at 26%
growth. Your company successfully scaled up its contracts with ABD and
USL in Rajasthan and Haryana respectively, Jagatjit Industries decided
to discontinue and use their own facility in Punjab for cost
optimization reasons.
The key challenge during the year was the situation in Haryana market
wherein IMIL volumes remained weak and competition intensified with
entry of new players. In comparison, the performance in Rajasthan
market was encouraging, your company grew by 10% in volume terms and
17% in value.
To counter impact of the negative operating environment, especially in
Haryana, your company successfully worked on developing new revenue
streams/ markets and improving productivity. Focus on bulk alcohol
exports showed good results with 15x growth. Your company did extensive
ground work for manufacturing of Distillers Dried Grains with Solubles
(DDGS), a value added by-product. Processed from spent grain, the
product is rich in protein and is a high margin product with immense
potential in the animal feed industry.
Further, your company''s efforts at productivity enhancement led to a
visible improvement in yields. This helped to maintain technology
leadership in alcohol manufacturing and also partially offset the steep
rise in raw material prices.
The expansion plans to East India progressed and are well on track for
commissioning your company''s first distillery in the region in
FY2015-16. In a further boost, your company won exclusive rights to
manufacture and market IMIL in the Patna municipality for a period of 5
years starting FY2014-15.
Your company strengthened its management systems and audit practices by
appointment of Big 4 Auditor and initiating implementation of a robust
ERP package. In the immediate term, profitability was impacted because
of higher depreciation and intangible amortization. However, your
company strongly believes that the introduction of best practices will
improve agility and quality of decision-making.
MATERIAL CHANGES AFTER MARCH 31, 2014
In the current financial year 2014-15, your company has successfully
launched DDGS out of its facility in Samalkha. There is strong demand
for the product, reinforcing your company''s commitment to expand
capacities and setup a facility in Behror.
DIVIDEND
Your Directors do not recommend any dividend for the financial year
2013-14.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the
provisions of Section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules 1975 from any person during the
year under Report.
DIRECTORS
During the year Mr. Manik Lal Dutta, Executive Director of the company
has been proposed to be re-appointed as Executive Director whose period
shall be determined by liable to retire by rotation. Mr. Santosh Kumar
Bishwal, Mr. Joginder Singh Dhamija, Sh. Vivek Gupta, Sh. Kunal Agarwal
and Mr. Gautam Premnath Khandelwal have been proposed to be appointed
as Independent Directors of the company for a term of five consecutive
years from the date of this Annual General Meeting until the conclusion
of twenty Sixth Annual General Meeting of the Company.
Dr. Bhaskar Roy, Executive Director & CFO of the company and Sh.
Shekhar Swarup, Executive Director of the Company, retire by rotation
and being eligible offer themselves for re- appointment. The Board
recommends their re-appointment.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance has been annexed
as part of the Annual Report.
AUDITORS
The Company, in terms of Section 139 (1) and (2) of the Act 2013, is
required to appoint statutory auditors for a term of five consecutive
years and ratify their appointment, during the period, in every annual
general meeting by an ordinary resolution. M/s Deloitte Haskins &
Sells, Firm Regn No. 015125N, Chartered Accountants, having their
office at 7th Floor, Building 10, DLF Cyber City Complex, DLF City
Phase-II, Gurgaon-122002, Haryana who were earlier appointed as
statutory auditors of the Company, at the last Annual General Meeting
and retire at the conclusion of the forthcoming Annual General Meeting
and being eligible to be appointed for a period of the first term of
five consecutive years, subject to ratification at every annual general
meeting in terms of the Companies Act 2013, offer themselves for
re-appointment. They have furnished a certificate to the effect, that
the re-appointment, if made, will be in accordance with section 141 of
the Companies Act, 2013. The audit committee and board reviewed their
eligibility criteria, as laid down under Section 141 of the Act 2013
and recommended their appointment as auditors for the aforesaid period.
AUDITORS'' REPORT
The Auditors in their Report to Members, have given a qualification and
the response of your Directors with respect to it as follows :- During
the current period the expenses incurred on brand promotion were
expensed off, however up to 31st March 2013 the same were being
capitalized since the brands were under establishment during that
period. Further during the year an amount of Rs.721.65Lacs has been
debited to Statement of Profit and Loss to amortise these assets over 5
years. Had the same been fully expenses off as of 31/03/2014, Fixed
Assets as at March 31, 2014 would have been lower by Rs.2,886.60Lacs ,
Depreciation and amortization expense for the year would be lower by
Rs.721.65Lacs, Net profit after taxes for the year would be converted
into net losses after tax of Rs.1,477.82Lacs and Reserves and Surplus
would be lower by Rs.1,905.45Lacs.
COST AUDIT
The board subject to the approval of the Central Government, has
re-appointed M/s Niraj Kumar Vishwakarma & Associates, Cost
Accountants, having Firm''s registration no. 101683, its branch office
at N-60, 4TH Floor, Narain Nagar, Lalita Park, Delhi- 110092, as Cost
Auditor for conducting the Cost Audit for the financial year 2014-15.
The audit committee recommended his appointment and remuneration. The
Company has also received necessary certificate under Section 141 of
the Act 2013 conveying his eligibility for re-appointment. The
remuneration fixed by the board, based on the recommendation of the
audit committee is required to be ratified by the members at the AGM as
per the requirement of Section 148(3) of the Act 2013.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (Particular of Employees) Rules, 1975, the name & other
particulars of the employees are as follows:-
SI Name Age Designation Remuneration Qualification
NO received (Rs.)
1 Sh. Ajay K. 55 Managing 47,70,000/- PGDBM
Swarup Years Director (IIM, Kolkata)
Name Experience Date of Particulars
In years Commencement of last
of employment employment
Sh. Ajay K. 30 December 01, 2006 M/s SVP
Swarup Industries Ltd.
Notes:
1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.
2. Sh. Ajay K. Swarup has adequate experience to discharge the
responsibilities assigned to him and his designation is indicative of
nature of his duties.
3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of
the Company for a period of 5 years w.e.f. 01.12.2011.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
ETC.
Particulars as required under the Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules, 1988 are given in
Annexure I and form part of this report.
PERSONNEL
During the year the company employed some senior and experienced
employees in its management and the Company also maintained good
relations with employees at all levels. The Directors place on record
their appreciation of the contribution made by the employees towards
the growth of the Company.
MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management''s Discussion and Analysis Report has been annexed & forms
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed
1. That in preparation of the Annual Accounts for the financial year
2013-14, the applicable Accounting Standards have been followed along
with explanation relating to material departures, if any.
2. That 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 as at 31st March, 2014 and of the results of
the Company for that period.
3. That the directors had 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.
4. That the directors had prepared the Annual Accounts for the
financial year 2013-14 on a going concern basis.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
wholehearted support and valuable co-operation extended to the company
by the Central & the State Governments, Bankers, Suppliers, Associates,
Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Dr. Bhaskar Roy) (Ajay K. Swarup)
Executive Director Managing Director
& CFO
Place: New Delhi
Date: 14/08/2014
Mar 31, 2013
To the Members
The Directors are pleased to present the Twentieth Annual Report and
Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars Current Previous
Year Year
2012-2013 2011-2012
Gross Sales 66,383.22 66,329.91*
Proft/(loss) before Depreciation 6,882.28 7,014.50
Less: Depreciation 1,648.94 1,229.65
Proft/(Loss) after Depreciation 5,233.34 5,784.85
Proft /(Loss) before tax after 5,220.17 5,775.14
extraordinary items
Less: Provision for taxation 1,047.55 1,200.00
Deferred tax 754.08 485.90
Proft/ (Loss) after tax 3,418.53 4,089.24
Balance brought forward 13,457.55 9,794.08
Proft available for appropriation 16,876.08 13,883.31
Appropriations
- Transfer to General Reserve 105.00 105.00
- Accrued Preference Dividend 11.01
- on CCCPS but not Due
- Tax on Preference Dividend 1.79
- Proposed Dividend 275.97 275.97
- Provision for Tax on Dividend 44.79 44.79
Balance Carried forward to 16,437.52 13,457.55
Balance Sheet
*Please see Note No. 34 of the Balance Sheet.
PERFORMANCE REVIEW
During the year under review your Company reported a marginal increase
in Gross turnover by 0.08% from Rs.663.30 Crores (Previous year) to
Rs.663.83 Crores (Current year) and a decline in PBT by Rs.5.52 Crores from
the previous year and a decline in PAT by Rs.6.71 Crores from the
previous year. The Basic EPS of the company is Rs.14.81/- as compared to
Rs.17.78/- and the diluted EPS of the company is Rs.14.73/- as compared to
Rs.17.78/- in the previous year.
THE YEAR IN PERSPECTIVE
During the year, your Company strengthened its presence in both the
consumer and the manufacturing businesses in line with its vision of
being a 3600? player. Your Company extended the presence of its fagship
brand ÂNimboo'' to Rajasthan, where it has shown a favorable response.
Your Company entered Maharashtra, the largest IMIL market in the
country, through a bottling tie-up with a local bottling partner. Over
the next few years, your Company is hopeful of garnering a sizeable
market share in the state through launch of a differentiated brand
portfolio. In IMFL, your Company made a major breakthrough by securing
CSD approval for its rum brand ÂHannibal Legendary''.
Your Company expanded capacities by 42.2 million liters at its current
locations, Samalkha (Haryana) and Behror (Rajasthan). These new
capacities were soon operating at 80-85% capacity utilization rate.
This expansion will provide strong support to fuel growth in the
branded and franchise business in coming years and will shield these
businesses from price increases in Extra Neutral Alcohol. The
franchisee business showed good traction with ~52% volume growth
following new IMFL franchisee contract from United Spirits and revival
of contract with Jagatjit Industries.
In a key development, your Company secured funding of Rs.81.20 Crore from
marquee investor, Templeton Strategic Emerging Markets Fund, and the
promoters, paving way for expansion into Eastern India. The East India
market offers immense opportunities for growth across all verticals in
the alcohol value chain and your Company is well positioned to leverage
these with its 3600?business model.
MATERIAL CHANGES AFTER MARCH 31, 2013
During the current year, commencing April 1, 2013, your Company has
launched a new brand ÂGoldee in the colored spirits segment (IMIL
division) in Haryana. This is in line with your Company''s long-term
strategy of building a differentiated brand portfolio in IMIL. ÂGoldeeÂ
was launched after extensive research. Several blends were developed
ranging from herb to fruit based drinks. Along with the blend, several
marketing platforms were also developed and tested. The brand stands
for strength and purity of character that gold epitomises.
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.1.20/- i.e. 12 %
per equity share of Rs. 10/- each of the Company for the year 2012-13.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the
provisions of Section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules 1975 from any person during the
year under Report.
DIRECTORS
During the year Mr. Rajesh Sehgal, nominated pursuant to the Share
Subscription and Shareholders Agreement entered between the Promoters
of the company, as defned therein, and the Company and M/s Templeton
Strategic Emerging Markets Fund IV, LDC, (Templeton) by Templeton, was
appointed as additional director and was designated as Non-Executive &
Independent Director of the Company. Mr. Rajesh Sehgal is proposed to
be regularized in the forthcoming Annual General Meeting of the
Company. In terms of Article 113B of Articles of Association of the
Company Mr. Rajesh Sehgal shall not be subject to retire by rotation
and his continuance on the Board shall be in accordance with terms set
out in the aforesaid agreement.
Mr. Gautam Premnath Khandelwal, Non-Executive & Independent Director,
Mr. Rajesh Kumar Malik and Rameshwar Dayal Aggrawal, Whole Time
Directors of the Company, retire by rotation and being eligible offer
themselves for re-appointment. The Board recommends their
re-appointment.
INFUSION OF FUNDS BY ISSUE OF 50,38,168 4.75% CUMULATIVE COMPULSORILY
CONVERTIBLE
PREFERENCE SHARES OF F.V. OF 140/- ECAH.
During the year Templeton Strategic Emerging Markets Fund IV, LDC of
Cayman Islands has invested Rs.705,343,520/- in the Company by
subscribing 50,38,168 4.75% Cumulative Compulsorily Convertible
Preference Shares of face value of Rs.140/- each at par, each convertible
into one equity shares of Rs.10/- each within a period of 18 months from
the date of allotment thereof i.e. 19th March, 2013.
ISSUE OF WARRANTS
During the year Company has also issued and allotted 7,63,359 warrants
at a price of Rs.140/- each to M/s Chandbagh Investments Limited, a
promoter, augmented thereby Rs.106,870,260/- entitling the holder of each
Warrant, from time to time, to apply for and obtain allotment of one
equity share of the face value of Rs.10/- each against each such Warrant
within a period of 18 months from the date of allotment i.e. 19th
March, 2013.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance has been annexed
as part of the Annual Report.
AUDITORS
M/s B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of
the Company appointed as Auditors of the Company at the last Annual
General Meeting has opted not to be re-appointed as auditors of the
Company in the forthcoming
Annual General Meeting and has given their unwillingness certifcate to
that effect. The Company approached M/s Delloite Haskins & Shell,
Chartered Accountants, having their offce at 7th Floor, Building 10,
DLF Cyber City Complex, DLF City Phase- II, Gurgaon-122002, Haryana
seeking their willingness to act as Auditor of the Company from the
conclusion of the forthcoming Annual General Meeting until the
conclusion of next Annual General Meeting which M/s Delloite Haskins &
Shell, Chartered Accountants have accepted and have furnished a
certifcate to the effect, that their appointment, if made, will be in
accordance with section 224 (1B) of the Companies Act, 1956.
AUDITORS'' REPORT
The notes on accounts appearing in the schedule and referred to in the
Auditors Report are self-explanatory and therefore do not call for any
further comments or explanations. There are no adverse
remarks/qualifcations in the auditor''s report.
COST AUDIT
The Company appointed M/s Niraj Kumar Vishwakarma & Associates, Cost
Accountants, having Firm''s registration no. 101683, its branch offce
at N-60, 4TH Floor, Narain Nagar, Lalita Park, Delhi-110092, for
auditing Cost Accounting Records maintained by the Company for the
fnancial year 2012-13 and to submit their report thereon with the
Central Government. The Cost Audit Report is required to be fled by the
Cost Auditor within 180 days from the end of fnancial year i.e. on or
before 30th September, 2013 for F.Y. ended on 31st March, 2013.
The Cost Audit Report for Financial Year 2011-12 was fled with Central
Government on 01/03/2013, and for fnancial year 2012-13 the same shall
be fled on or before the due date mentioned above.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (Particular of Employees) Rules, 1975, the name & other
particulars of the employees are as follows:-
Notes:
1. Sh. Ajay K. Swarup holds more than 2% equity shares of the Company.
2. Sh. Ajay K. Swarup has adequate experience to discharge the
responsibilities assigned to them and his designation is indicative of
nature of his duties.
3. Sh. Ajay K. Swarup has been re-appointed as Managing Director of
the Company w.e.f. 01.12.2011.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
ETC.
Particulars as required under the Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules, 1988 are given in
Annexure I and form part of this report
PERSONNEL
During the year the company employed some senior and experienced
employees in its management and the Company also maintained good
relations with employees at all levels. The Directors place on record
their appreciation of the contribution made by the employees towards
the growth of the Company.
MANAGEMENT''S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management''s Discussion and Analysis Report has been annexed & forms
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confrmed
1. That in preparation of the Annual Accounts for the fnancial year
2012-13, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures, if any.
2. That the Directors have selected such accounting policies and
applied them constantly 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 as at 31st March, 2013 and of the Proft or
loss of the Company for that period.
3. That the directors had 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.
4. That the directors had prepared the Annual Accounts for the
fnancial year 2012-13 on a going concern basis.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
wholehearted support and valuable co-operation extended to the company
by the Central & the State Governments, Bankers, Suppliers, Associates,
Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Dr. Bhaskar Roy) (Ajay K. Swarup)
Executive Director Managing Director & CFO
Place: New Delhi
Date: 10/08/2013
Mar 31, 2011
To the Members
The Directors are pleased to present the Eighteenth Annual Report and
Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
Current Year Previous Year
2010-2011 2009-2010
Rs. In Lacs) (Rs. In Lacs)
Sales 52,157.77 38,428.82
Profit/(loss) before Depreciation 6,234.03 3,859.26
Less: Depreciation 694.32 437.86
Add: Depreciation Written Back - 1,166.77
Profit/(Loss) after Depreciation 5,539.71 4,588.16
Profit /(Loss) before tax 5,539.71 4,588.16
Less: Provision fortaxation 1,104.01 620.00
Deferred tax 442.54 1,076.23
Profit/(Loss) after tax 3,993.16 2,891.93
Balance brought forward 6,169.10 3,583.32
Profit available for appropriation 10,162.25 6,475.25
Appropriations
-Transfer to General Reserve 100.00 75.00
-Proposed Dividend 229.98 197.58
-Provision for Tax on Dividend 38.20 33.58
Balance Carried forward to
Balance Sheet 9,794.08 6,169.09
PERFORMANCE REVIEW
Figures for the financial year 2010-2011 are post-merger of demerged
undertaking of Associated Distilleries Limited into Globus Spirits
Limited & hence not comparable with those of the previous year figures.
During the year under review your company reported a good performance,
reflected in an increase in PBT by Rs.9.51 crores over the previous
year and an increase in PAT by Rs.11.01 crores overthe previous year.
The EPS of the company is Rs.17.36 as compared to Rs.17.73 of previous
year. Your Directors have pleasure to inform that the Company's
turnover has been increased by 35.73% from Rs.384.29 Crores (Previous
year) to Rs.521.58 Crores (Current year).
THE YEAR IN PERSPECTIVE
EXPANSION CUM MODERNISATION OF EXISTING DISTILLERIES
During the year the company has successfully completed the capacity
expansion program to increase the capacity from 28.6 million BL to 70
million BL as well as the company has also successfully modernized its
both the plants to a fully automatic Wash to ENA plant out of the IPO
proceeds of Rs.75 crores raised during the year 2009-10 for this
purpose.
BUSINESS IN BULK SPIRITSEGMENT
During the yearthe company has further strengthened its position as one
of the major supplier of Bulk Spirits by enhancing its capacity in both
the existing distilleries.
BUSINESS IN COUNTRYLIQUOR SEGMENT
During the yearthe company has reported satisfactory progress in
country liquor segment in the state of Rajasthan, Haryana & Delhi. For
FY2011 the CL business recorded volumes of stood at 88.15 lakh cases
contributing 45.97% to the total revenue share.
BUSINESS IN IMFL SEGMENT
The company continues to work on creating a Distribution Network for
its own brands. During the year the company's brands are being sold in
the following states.
Name of the States Name of the Brands
Haryana 1) Country Club Whisky.
Rajasthan 2) Hannibal XXX Rum
U.P. 3) White Lace Gin & Vodka
Kerala 4) Le mans VSOP Brandy
A.P. 5) Academy Delux XXX Rum
U.T.Chandigrah 6) Academy Delux Brandy
Delhi 7) Samurai XXX Rum
Punjab 8) Samurai Garape Brandy
Himachal Pradesh
OUTSOURCING ARRANGEMENTS / BOTTLING TIE-UPS
The company is also manufacturing & selling various products under the
brand names such as "Officer's Choice", "Class Grain Vodka" etc. in the
State of Rajasthan vide its manufacturing agreement with Allied
Blenders & Distillers Private Limited and "Aristocrat Premium Whisky",
"Bonnie Scot" etc in the State of Haryana with Jagatjit Industries
Limited. And in addition to it the company is also having various
bottling tie-ups for marketing & selling of its own IMFL Brands in the
state of U.P., Kerala, A.P., Punjab and Himachal Pradesh.
MATERIAL CHANGES AFTER 31/03/2011
Merger of Demerged Undertaking of ADL into GSL.
Associated Distilleries Limited (ADL) is an unlisted company and is
engaged in the business of manufacturing, marketing and sales of
industrial alcohol comprising rectified spirit, extra neutral alcohol,
Country Liquor. During the year the demerged undertaking of ADL has
been merged into Globus Spirits Limited (GSL) on a going concern basis
with effect from April 1, 2010 in pursuant to sanction of the scheme by
the order of Hon'ble High court of Delhi vide dated 24.08.2011. The
valuation study was independently conducted by Ernst & Young (E&Y). The
board has approved the distribution ratio of 1:6 for the merger of the
demerged undertaking of ADL into GSL i.e. for every 1 equity share of
ADL of Rs.10 each fully paid up, 6 equity shares of Rs.10 each fully
paid up will be issued according to the valuation criteria suggested by
E&Y based on the CCM, DCF Market Price & the NAV method to value
companies. GSL has to issue additional 3.24 million shares which will
take the post dilution equity share capital of GSL to 22.99 million
shares of face value Rs. 10 each.
The Demerged Undertaking of ADL is located in Hissar, Haryana. The
present installed capacity of ADL is 14.4 million BL. ADL operates in
the two states of Haryana and Delhi and has a market share of 10% in
Haryana and 10% in Delhi. ADL also has a bottling tie up with ABD India
in Haryana. The ADL plant has shown increased operating efficiency
since its revamping in October 2009 and EBITDA margins have grown from
12.9% in FY2010 to 21.1% in FY2011. The merger of the Demerged
Undertaking of ADL into GSL would result in greater synergies and
operational efficiencies which would translate into improved
performance going forward.
DIVIDEND
Your Directors are pleased to recommend dividend of Re. 1/- i.e. 10 %
per equity share of Rs. 10/- each of the Company for the year 2010-
2011. As the scheme of demerger has been given effect to w.e.f.
01/04/2010 being the appointed date, the shareholders of Associated
Distilleries Limited who has been allotted equity shares in Globus
Spirits Limited pursuant to the Sanction of scheme by Hon'ble High
Court of Delhi are also eligible for dividend for the financial year
2010-11.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the
provisions of Section 58A of the Companies Act,1956 read with the
Companies (Acceptance of Deposit) Rules 1975 from any person.
DIRECTORS
During the year Dr. Bhaskar Roy Director-Finance & CFO of the company &
Mr. Rameshwar Dayal Aggarwal, Whole-time Director of the company who
retires by rotation and being eligible offers themselves for re-
appointment. The Board recommends their re-appointment.
During the year there being no other changes made in the Board of
Directors.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance has been annexed
as part of the Annual Report.
AUDITORS
M/s. B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of
the Company had been appointed as Auditors at the last Annual General
Meeting and retire at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have furnished a certificate to the effect, that the re-appointment, if
made, will be in accordance with section 224 (1B) of the Companies Act,
1956.
AUDITORS' REPORT
The notes on accounts appearing in the schedule and referred to in the
Auditors Report are self explanatory and therefore do not call for any
further comments or explanations. There are no adverse
remarks/qualifications in the auditor's report.
Further Mr. Ajay K. Swamp, the Managing Director of the company is not
a relative of any Director of the company and as on 03/10/2011 he is
holding 10,000 equity share in the company.
CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION/ RESEARCH & DEVELOPMENT
ETC.
Particulars as required under the Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules 1988 are given in
Annexure I and form part of this report.
PERSONNEL
During the year the company employed some senior and experienced
employees in its management and the Company also maintained good
relation with employees at all levels. The Directors place on record
their appreciation of the contribution made by the employees towards
the growth of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis Report has been annexed & forming
part of the annual report.
Directors Responsibility Statement (Pursuant to Section 217(2AA)
1. In preparation of the Annual Accounts, the applicable Accounting
Standards has been followed by the company.
2. Appropriate accounting policies have been selected and applied
constantly and have 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 as at 31st March, 2011 and of the Profit of the Company
for the year ended 31st March, 2011.
3. Proper and sufficient care has been taken 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.
4. The Annual Account has been made on going concern basis.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
wholehearted support and valuable co-operation extended to the company
by the Central & the State Governments, Bankers, Suppliers, Associates,
Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi (Dr. Bhaskar Roy) (Ajay K. Swamp)
Date : 03/10/2011 Director Finance & CFO Managing Director
Mar 31, 2010
The Directors are pleased to present the Seventeenth Annual Report and
Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
Current Year Previous Year
2009-2010 2008-2009
(Rs. In Lacs) (Rs. In Lacs)
Sales 38,428.82 28,140.17
Profit/(loss) before Depreciation 3,859.26 2,567.27
Less: Depreciation 437.86 573.48
Add: Depreciation Written Back 1,166.77 -
Profit/(Loss) after Depreciation 4,588.16 1,993.79
Profit/(Loss) before tax 4,588.16 1,993.79
Less: Provision for taxation 620.00 382.70
Fringe Benefit Tax - 5.56
Deferred tax 1,076.23 312.38
Profit/(Loss) after tax 2,891.93 1,293.15
Balance brought forward 3,583.32 2,290.17
Profit available for appropriation 6,475.25 3,583.32
Appropriations
-Transfer to General Reserve 75.00 -
-Proposed Dividend 197.58 -
-Provision for Tax on Dividend 33.58 -
Balance Carried forward to Balance Sheet 6,169,09 3,583,32
PERFORMANCE REVIEW
During the year under review your company reported a good performance,
reflected in anincrease in PBT by Rs.25.94crores over the previous year
and an increase in PAT byRs.15.99croresoverthe previous year. The EPS
of the company is Rs.17.73 as compared toRs. 10.55 of previous year.
Your Directors have pleasure to inform that the Companysturnover has
been increased by 36.56% from Rs.281.40Crores (Previous year) to
Rs.384.29Crores (Current year).
THE YEAR IN PERSPECTIVE
PUBLIC ISSUE OF RS.75CRORES
During the year the company raised Rs.75crores vide its initial public
issue of 75,00,000 equityshares of Rs. 10/- each at a premium of
Rs.90/- per share through 100% book building issuefor financing its
proposed expansion cum modernization & brand promotion projects.
LISTING OF SECURITIES
During the year the companys securities are listed with Bombay Stock
Exchange & National
Stock Exchange w.e.f. 23rd September2009.
BUSINESS IN BULKSPIRITSEGMENT
During the year the company has further strengthened its position as
one of the major supplier of Bulk Spirits.
BUSINESS IN COUNTRY LIQUOR SEGMENT
During the year the company has reported satisfactory progress in
country liquor segment in the state of Rajasthan, Haryana & Delhi.
BUSINESS IN IMFL SEGMENT
The company continues to work on creating a Distribution Network for
its own brands. During the year the companys brands are being sold in
the following states.
BUSINESS IN IMFLSEGMENT
The company continues to work on creating a Distribution Network for
its own brands. Duringthe year the companys brands are being sold in
the following states.
Name of the States Name of Brands
Haryana 1) Samurai Whisky.
Rajasthan 2) Hannibal XXX Rum.
Uttar Pradesh 3) White Lace Gin & Vodka
Kerala 4) Le Mans VSOP Brandy
Andhra Pradesh 5) 20-20 Premium Whisky
Karnataka 6) Academy Deluxe XXX Rum
U.T.Chandigarh 7) Academy Deluxe Brandy
8) Samurai XXX Rum
9) Samurai Grape Brandy
OUTSOURCING ARRANGEMENTS / BOTTLING TIE-UPS
The company is also manufacturing & selling various products under the
brand names such as "Officers Choice", "Class Grain Vodka" etc. in the
State of Rajasthan vide its manufacturing agreement with Allied
Blenders & Distillers Private Limited. And in addition to it the
company is also having various bottling tie-ups for marketing & selling
of its own IMFL Brands in the state of U.P, Kerala, A.P and Karnataka.
MATERIAL CHANGES AFTER 31/03/2010
- Commencement of bottling of various IMFL Brands of M/s Jagatjit
Industries Ltd. at Samalkha for marketing & sale in the state of
Haryana.
- Launching of a New IMFL Brand called "County Club Whisky" in the
state of Haryana, U.P, U.T. of Chandigarh, Punjab & Himachal Pradesh
- Entering of two more northern states i.e. Punjab & Himachal Pradesh
for marketing & selling of companys own IMFL products
DIVIDEND
Your Directors are pleased to recommend dividend of Re. 1/- i.e. 10 %
per equity share of Rs. 10/-each of the Company for the year
2009-2010.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the
provisions of Section 58Aof the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules 1975 from any person.
DIRECTORS
During the year Dr. Bhaskar Roy was inducted in the Board as an
additional director w.e.f. 22ndOctober 2009 and is designated as
Director-Finance of the company. Hence as per section269 of the
companies act, 1956 read with schedule XIII of the companiesact the
aforesaid appointment is proposed for the consent of members in the
forthcoming Annual GeneralMeeting.During the year Mr. Deepak Roy have
resigned from the directorship of the company w.e.f.22nd October
2009.Mr. Gautam Premnath Khandelwal, the Non-Executive & Independent
Director & Mr. RajeshKumar Malik, Whole-time Director of the company
who retires by rotation and being eligibleoffers themselves for
re-appointment. The Board recommends their re-appointment.During the
year there being no other changes made in the Board of Directors.
CORPORATE GOVERNANCE
As per requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges, aCompliance Report on Corporate Governance has been annexed
as part of the Annual Report.
AUDITORS
M/s. B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of
the Company had been appointed as Auditors at the last Annual General
Meeting and retire at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re- appointment. They
have furnished a certificate to the effect, that the re-appointment, if
made, will be in accordance with section 224 (1B) of the Companies Act,
1956.
AUDITORSREPORT
The notes on accounts appearing in the schedule and referred to in the
Auditors Report are self explanatory and therefore do not call for any
further comments or explanations. There are no adverse
remarks/qualifications in the auditors report.
PARTICULARS OF EMPLOYEES
Statement pursuant to U/S 217 (2A) of the Companies Act, 1956 read with
the Companies (Particular of Employees) Rules, 1975, the name & other
particulars of the employees are as follows:-
SI. Name Age Designation Gross
No Remuneration
1 Mr. Ajay 48 Managing 37,62,000/-
K. Swamp Director p.a. + other
perquisites.
Sl. Name Qualification Experience Date of Particulars
No. In years commen- of last
cement of employment
employment
1. Mr. Ajay PGDBM 26 December M/s SVP
K. Swarup (IIM. Kolkata) 01.2006 Industries
Ltd.
Further Mr. Ajay K. Swarup, the Managing Director of the company is not
a relative of any Director or Manager of the company and he is also not
holding any equity share in the company.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & PERSONNEL
During the year the company employed some senior and experienced
employees in its management and the Company also maintained good
relation with employees at all levels. The Directors place on record
their appreciation of the contribution made by the employees towards
the growth of the Company.
Managements discussion and analysis of financial condition and results
of operations.
Managements Discussion and Analysis Report has been annexed & forming
part of the annual report.
Directors Responsibility Statement (Pursuant to Section 217(2AA)
1. In preparation of the Annual Accounts, the applicable Accounting
Standards has been followed by the company.
2. Appropriate accounting policies have been selected and applied
constantly and have 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 as at 31st March, 2010 and of the Profit of the Company
for the year ended 31st March, 2010.
3. Proper and sufficient care has been taken 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.
4. The Annual Account has been made on going concern basis
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the
wholehearted support and valuable co-operation extended to the company
by the Central & the State Governments, Bankers, Suppliers, Associates,
Contractors, employees and shareholders.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: New Delhi (Dr- Bhaskar Roy) (Ajay K. Swarup)
Date: 30/07/2010 Director (Finance) Managing Director