Som Distilleries & Breweries Ltd.
Your Directors have pleasure in presenting the Annual Report of your Company for theyear ended on 31st March 2015.
1. Working Results
The summarized working results for the year are as under:-
|Particulars ||2014-15 ||2013-14 |
| ||Rs. crores ||Rs. crores |
|Sales & Other Income ||207.34 ||192.13 |
|EBIDTA ||31.70 ||30.30 |
|Depreciation ||3.91 ||4.81 |
|Profit for the year ||25.45 ||25.48 |
|Provision of Tax ||9.28 ||5.18 |
|Profit after Tax ||16.17 ||20.30 |
There has been an increase in the turnover during 2014-15 over the previous year.However the profit has declined due to interest cost and higher taxation.
2. Extract of Annual Return
The extract of annual return in Form MGT 9 is attached herewith this report as AnnexureI.
3. Meetings of Board of Directors
During the financial year 2014-15 the Board of Directors met 12 times on30.05.201409.06.201416.07.2014 14.08.2014 22.08.2014 14.11.2014 08.12.201426.12.2014 12.02.2015 18.02.2015 27.02.2015 and 27.03.2015.
4. Directors Responsibility Statement
The Directors hereby certify:-
(i) that in the preparation of the accounts for 2014- 15 the applicable accountingstandards have been followed
(ii) that the Directors selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at the end of the financial year andof the profit of the Company for the year
(iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting frauds andother irregularities.
(iv) that the directors prepared the annual accounts on a going concern basis.
(v) that the directors had laid down internal financial controls to be followed by thecompany which are adequate and were operating effectively.
(vi) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
5. Declaration by Independent Directors
Independent directors i.e. Shri S.S. Sengar Ms Nishi Arora and Shri D.N.Singh havegiven the requisite declarations under Section 149(7) of the Companies Act 2013 to theeffect that they meet the criteria of independence as provided under section 149(6).
6. Audit Committee
The Audit Committee comprises of Shri D. N. Singh (Chairman) Shri Surjeet LaiManaging Director and Shri Shailendra Singh Sengar Director. Two of them are independent.All the members of the committee are financially literate and the Chairman Shri D. NSingh an independent director is having wide experience of industry and has passedIntermediate (Group I) of ICWA.
7. Vigil Mechanism
Smt. Kulvinder Kaur Deputy Manager HR Department is in-charge of the vigilancematters in the company. All the employees/directors of the Company can report theirgenuine concerns to her and she will take guidance from the Audit Committee and in thismatter report to the Board of Directors through the Audit Committee.
8. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of Directors has been constituted by theBoard of Directors and comprises of Shri S.S Senger (Chairman) Shri D.N Singh and MsNishi Arora in accordance with the provisions of Section 178 of the Companies Act 2013.
9. Reservation and Qualification on Statutory Audit Report and Secretarial Audit Report
There is no qualification reservation or adverse remark or disclaimer of the statutoryauditor/secretarial auditor to which a reply is needed from the Board. The corporateguarantee for Rs. 7.2 5 crores given to State Bank of India for facilities to AryavratProjects and Developers Pvt.
Ltd was duly given on 5.11.2013 under the Companies Act 1956.
10. Particulars of Loan & Investment Under Section 186
The company has complied with the provisions of Section 186 of Companies Act 2013 inrelation to loans investments & guarantee given by the Company during the year.
11. Particulars of Contract and Arrangement Under Section 188
There were no contracts or arrangements with related parties during the year 2014-15except dealings in the nature of current accounts with Som Distilleries Private Limited acompany under same management as detailed in the notes to the accounts for 2014-15. Thesedealings were arms length transactions.
The Directors recommend transfer of Rs. 10.82 crores to general reserves from theprofits of the year.
Directors have recommend for the year 2014-15 a dividend of Rs. 1.5 on each share ofRs. 10(i.e. 15%) on all the 27522400 equity shares payable to shareholders as on the dateof Annual General Meeting.
14. Conservation Technology Foreign Exchange
In terms of Rule 8(3) of Companies (Accounts) Rules 2014 information about energyconservation and technology absorption is nil in regard to each of the respective items.
Information regarding foreign exchange is as follows: -
|Earnings ||: 724123029 |
|Outgo ||: 716953767 |
15. Risk Management
The company constituted a Risk Management Committee in terms of Clause 49 of ListingAgreement consisting of Shri. Surjeet Lai and Ms. Nishi Arora. Details of risk managementpolicy are yet to be cristalized in writing.
16. Corporate Social Responsibility
The Board constituted a corporate social responsibility committee in terms of section135 of the Companies Act 2013 consisting of Shri Deena Nath Singh (Chairman) Shri S.S.Sengar and Smt. Nishi Arora. In respect of CSR Policy the Board decided that at presentthe CSR activities of the company shall be through Asha Mohan Foundation which is aregistered society engaged in the education of children at Sehatganj for the last morethan ten years and has been established by the promoters of this company The CSR Committeeshall monitor the CSR expenditure of the company through Asha Mohan Foundation and shallensure that at least 2% of the average net profit of the company made during theimmediately preceding three years is incurred and well utilized for the education andother welfare activities of the society. In respect of the year 2014-15 a report underCompanies (Corporate Social Responsibility Policy) Rules 2014 is attached in Annexure II.
17. Secretarial Audit
M.M. Chawla and Associates Company Secretaries in Practice Bhopal were appointed asSecretarial Auditor of the company to perform Secretarial Audit of the company for theyear 2014-15 in terms of section 204 of the Companies Act 2013. The secretarial auditreport issued by them is attached herewith as Annexure III.
18. Directors/ CFO/ Internal Auditor
Ms. Nishi Arora was appointed as an Independent Director with effect from 14.11.2014.The Board welcomes heron the Board of Directors.
Shri Rajesh Dubey was appointed as Chief Financial Officer of the company with effectfrom 14.11.2014.
Shri Sourabh Tandon was appointed as Internal Auditor of the company with effect from14.11.2014
M/s K.C. Khanna & Co. Chartered Accountants Bhopal retire at the ensuing 22ndAnnual General Meeting. They are eligible for reappointment. The Board recommends theirreappointment.
20. Corporate Governance
Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limitedand National Stock Exchange of India Corporate Governance Report including ManagementDiscussion and Analysis and Certificate from Company Secretary in Practice regardingcompliance of conditions of Corporate Governance are attached and form part of this reportas Annexures IV and V.
21. Other Statutory Information
In respect of other various matters listed in Section 134(3) and other Sections of theCompanies Act 2013 and rules made there under there is no further information to befurnished in this report. There are adequate internal financial controls keeping in viewthe size and nature of transactions of the Company A system of evaluation of theperformance of Directors is yet to be evolved. There was no employee getting salary inexcess of that mentioned in Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information/ratios about employees/directors asrequired under Rule 5(1) of those Rules are attached as Annexure VI.
Directors are grateful for the co-operation received from business associates and thevalued customers of the company. Directors wish to place on record their high appreciationof the services of executives staff and workers of the company.
| ||BY ORDER OF BOARD OF DIRECTORS |
|Place: Bhopal ||SURIEET LAL |
|Dated: 27.07.2015 ||CHAIRMAN AND MANAGING DIRECTOR |