To the Members
Your Board of Directors are pleased to present the Twenty-ninth AnnualReport and Audited Accounts for the year ended 31st March 2022.
(?. In Lakhs)
|Particulars || |
Current Year (2021-22)
Previous Year (2020-21)
|Total Revenue || |
|Total Expenses || |
|Profit before Exceptional items & Tax || |
|Less: Provision for taxation including Deferred tax || |
|Profit/ (Loss) after tax || |
|Basic EPS || |
|Diluted EPS || |
During the year under review the company reported a growth of 40% inrevenue as compare to previous year and PBT has been increased by ' 78.96crores from theprevious year and also PAT has been increased by ' 43.26crores from the previous year. TheBasic and Diluted EPS of the Company is ' 65.01/- as compared to ' 50.00/- in the previousyear.
THE YEAR IN PERSPECTIVE
The Fiscal 2022 was characterised as a year that saw a resurgence ofdemand albeit tempered due to two waves of Covid that saw some disruption. Despite thisyour company has been able to deliver a robust performance. In Fiscal 2022
your Company reported a growth of 28% in net revenues to reach ' 1579crore and 28% growth in EBITDA to reach ' 335 Crores. Despite higher input costs andimpact of plant shutdown EBITDA margin remained stable at 21.2% led by higher share ofValue Plus segment and better realizations. Net profit grew 30% from ' 144 crores inFY20-21 to ' 187 Crores in the year under review.
The share of consumer business was 41% in Fiscal 2022. The Companycontinued to perform well in its key markets like Rajasthan with higher growth in theValue Plus (Medium Liquor) segment; the Haryana market improved in the past fiscal on theback of Governments support to eradicate the illicit liquor market and the WestBengal market continues to offer significant headroom for growth. Our market shareimproved in Rajasthan to almost 32% and in Haryana 10% during the year under review.
Your Company has been working on building a strong portfolio of premiumsegment brands and currently has 5 brands spread across 8 states. There are severallaunches of new products in select markets and existing products in new markets that isbeing planned in the forthcoming year.
Your Directors are pleased to recommend dividend of ' 3/-
i.e. 30% per equity share of the company for the year 2021-22.
The Company has not accepted or invited deposits covered under theprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 from any person during the year under Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. Bhaskar Roy Executive Director of the company retire by rotationand being eligible offer himself for re-appointment. The Board recommends hisre-appointment.
Mr. Manik Lal Dutta have resigned from the Board of Directors of thecompany w.e.f. 31st July 2022. The Directors place on record his appreciationof the valuable contribution made by him.
Your Companys subsidiary M/s Unibev Limited has been merged withits parent and holding company vide order dated 09.09.2021 passed by Honble NCLTPrincipal Bench New Delhi.
As per requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Compliance Report on Corporate Governance has beenannexed as part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy of the Company and the details about the initiativestaken by the Company on CSR during the year as per the Companies (Corporate SocialResponsibility Policy) Rules 2014 have been disclosed in Annexure-II to thisReport. Further details of composition of the Corporate Social Responsibility Committeeand other details are provided the Corporate Governance Report which forms part of thisreport. The policy on Corporate Social Responsibility as approved by the Board ofDirectors is available on the website of the Company www. globusspirits.com.
NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Policy as approved by the Board onrecommendation of the Nomination & Remuneration Committee is available on website ofthe Company www. globusspirits.com.
The Company in terms of Section 139 (1) and (2) of the Act 2013 haveappointed M/s Deloitte Haskins & Sells Firm Regn No. 015125N Chartered Accountantshaving their office at 7th Floor Building 10 DLF Cyber City Complex DLF CityPhase-II Gurgaon-122002 Haryana as statutory auditors for 04th term of theirremaining four years vide AGM dated 24th September 2021.
The notes on accounts appearing in the schedule and referred to in theAuditors Report are self-explanatory and therefore do not call for any further comments orexplanations. There are no adverse remarks/qualifications in the auditors report.
The board subject to the approval of the Central Government ifrequired has appointed M/s JSN & Co. Cost Accountants having Firmsregistration no. 455 its office at 462/1 1st Floor Old MB Road Lado SaraiNew Delhi-110030 as Cost Auditor for conducting the Cost Audit for the financial year2022-23. The audit committee recommended his appointment and remuneration. The Company hasalso received necessary certificate under Section 141 of the Act 2013 conveying hiseligibility for re-appointment. The remuneration fixed by the board based on therecommendation of the audit committee is required to be ratified by the members at the AGMas per the requirement of Section 148(3) of the Act 2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been annexed herewith & forms part ofthe Annual Report.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 197 (12) of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of top ten employees are as follows :-
Particulars of Top Ten Employees:
|Name ||Designation ||Nature of Employment || |
|Date of Joining ||Qualifications & Experience ||Previous Employment || |
%age of Equity shares held
|Ajay Kumar Swarup ||Managing Director ||Permanent || |
|16-Jan-1993 ||PGDBM (38 years of experience) ||M/s SVP Industries Ltd. || |
|Shekhar Swarup ||Joint Managing Director ||Permanent || |
|27-Oct-2008 ||Degree in Business & Management (15 years of experience) ||N.A. || |
|Paramjit Singh Gill ||CEO- Consumer Division ||Permanent || |
|01-Nov-2020 ||M.Phil - Decision making knowledge management & values (32 years of experience) ||M/s Allied Blenders & Distillers Ltd. || |
|Bhaskar Roy ||Executive Director & COO ||Permanent || |
|04-Oct-2005 ||Mcom FCA PHD (33 years of experience) ||M/s Saraya Industries Limited || |
|R.K. Malik ||President (Operation- North) ||Permanent || |
|15/Aug/2000 ||MBA (44 years of experience) ||M/s Golden Bottling || |
|Manik Lal Dutta ||Executive Director ||Permanent || |
|01-Aug-2006 ||M.Tech PGDBM (48 years of experience) ||M/s United Spirits Limited || |
|Jasbeer Singh ||Vice President - Exports ||Permanent || |
|01-Oct-2014 ||BSc. MBA(over 21 years of experience) ||N.A. || |
|Amitabh Singh ||Vice President ||Permanent || |
|16-Apr-2013 ||B.Sc. Engineering (31 years of experience) ||M/s Radico Khaitan Limited || |
|Pankaj Tyagi ||Vice President ||Permanent || |
|14-May-2015 ||B.Sc. Engineering (24 years of experience) ||M/s Brahamaputra Biochem Pvt. Ltd. || |
1. The percentage of equity share holding mentioned as above is as on31st March 2022.
2. None of the Directors or employees are inter related to each otherexcept Sh. Ajay K. Swarup Managing Director of the company is the father of Sh. ShekharSwarup Joint Managing Director of the company.
EMPLOYEE STOCK OPTION SCHEME
The Employee Stock Option Scheme was approved by the shareholders inthe Annual General Meeting held on September 24 2021. Total 287992 Options wereapproved under the Employee Stock Option Scheme. However no option was granted during theFinancial Year. AS per the scheme option granted can be vested after minimum period of oneyear. However during the period neither Option granted nor vested. The Employee StockOption Scheme containing all the relevant terms & conditions can be access athttps://www.globusspirits.com/investors_corporate_ governance.php. This is to furtherinform to the shareholders that i) The Shares arising out of Exercise of Vested Optionsshall not be subject to any lock-in period from the date of allotment of such Shares underESOP 2021 and ii) The shares issued under ESOP are not subject to buyback scheme.
Annual Return of the Company in Form MGT-7 in accordance with Section92(3) of the Companies Act 2013 read with the Companies (Management and Administration)Rules 2014 is available on Companys website www.globusspirits.com and can beaccessed through link https://www.globusspirits.com/ investors_corporate_governance.php.
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.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS.
Managements 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 Act2013 with respect to Directors Responsibility Statement it is hereby confirmed
1. That in preparation of the Annual Accounts for the financial year2021-22 the applicable Accounting Standards have been followed along with explanationrelating to material departures if any.
2. That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the State of Affairs of the Company as at 31stMarch 2022 and of the results of the Company for that period.
3. That the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
4. That the directors had prepared the Annual Accounts for thefinancial year 2021-22 on a going concern basis.
5. That they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and operatingproperly ; and
6. That they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
NUMBER OF MEETINGS OF THE BOARD
4 meetings of the Board of Directors of the Company were held duringthe year. For detail of the meetings please refer to the Corporate Governance Reportwhich forms part of this Report.
Composition and other details pertaining to Audit Committee has beendisclosed in the Corporate Governance Report.
INDEPENDENT DIRECTORS DECLARATION
Mr. Santosh Kumar Bishwal Mr. Vivek Gupta Mr. Kunal Agarwal Mr.Sunil Chadha and Ms. Ruchika Bansal who are Independent Directors have submitted adeclaration that each of them meets the criteria of independence as provided inSub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Further there has been no change in the circumstanceswhich may affect their status as independent director during the year.
POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Companys policy on Directors appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under section 178(3) of the Act are covered inCorporate Governance Report which forms part of this Report.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliancewith the Code of Conduct for Directors and Senior Management of the Company. A declarationto this effect has been signed by the Managing Director and forms part of the AnnualReport.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a comprehensive Code of Conduct toRegulate Monitor and Report of Trading by Insidersand also a Code ofPractices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation relating to the Company under the provisions of the Securities ExchangeBoard of India (Prohibition of Insider Trading) Regulations 2015. The Board of Directorshave approved and adopted the Code of Conduct to Regulate Monitor and Report ofTrading by Insiders and a Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning ofthe term "relative" as per Section 2(77) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 except Sh. Shekhar Swarup(Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of theCompany.
ANNUAL PERFORMANCE EVALUATION
The company has a mechanism for annual performance evaluation of everyIndividual 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 186of the Act during the financial year 2021-22.
All the provisions of Secretarial standards has been complied by theCompany during Financial Year 2021-22.
TRANSACTIONS WITH RELATED PARTIES
The Company has entered into contract / arrangements with the relatedparties in the ordinary course of business and on arms length basis. The details arementioned in the notes to accounts of the financial statements. Policy on materiality ofRelated Party Transactions can be accessed on the companys website www.globusspirits.com.
The information about internal controls is set out in the ManagementDiscussion & Analysis report which is attached and forms part of this Report.
The Company has a Risk Management Committee & also it has in placea Risk Management Policy to deal with various risks arising in the course of business. Thekey responsibilities of
Risk Management Committee are namely Identification of risksImplementing and monitoring the risk management plan for the Company and reframe the riskmanagement plan and policy as it may deem fit lay down procedures to inform Board membersabout the risk assessment and minimization procedures Monitoring and reviewing of therisk management plan from time to time and activities as may be required to be done underthe Companies Act 2013 or SEBI listing Regulations.
The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns.
DIVIDEND DISTRIBUTION POLICY
As required under Regulation 43A of the Listing Regulations theCompany has formulated a Dividend Distribution Policy. This policy can be viewed on theCompanys website at www. globusspirits.com.
PARTICULARS OF REMUNERATION
The information required under section 197 of the Companies Act 2013and 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 medianremuneration of the employees of the Company
|Executive Directors || |
Ratio to the Median Remuneration*
|Mr. Ajay Kumar Swarup || |
|Mr. Shekhar Swarup || |
|Mr. Manik Lal Dutta || |
|Dr. Bhaskar Roy || |
|Non-Executive Directors (Sitting Fees only) || |
|Sh. Santosh Kumar Bishwal || |
|Sh. Vivek Gupta || |
|Sh. Kunal Agarwal || |
|Sh. Sunil Chadha || |
|Ms. Ruchika Bansal || |
* for the purpose of comparison 12 months salary has been consideredfor all the employees even though any employee has worked for less than 12 months
(b) The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary or Manager if any in thefinancial year
|Name of the Person || |
% increase in Remuneration
|Mr. Ajay Kumar Swarup (Managing Director) || |
|Mr. Shekhar Swarup (Joint Managing Director) || |
|Mr. Manik Lal Dutta (Executive Director) || |
|Dr. Bhaskar Roy (Executive Director) || |
|Sh. Santosh Kumar Pattanayak (Company Secretary) || |
(c) The percentage increase in the median remuneration of employeesin the financial year
8% (Since there is lot of variation in the no. of employees during thecurrent year as compare to previous year comparison of the exact median remuneration maynot be accurate.)
(d) The number of permanent employees on the rolls of Company as on31/03/2022: 746
(e) The average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration
The average increase in salaries of employees other than managerialpersonnel in 2021-22 was 9% approximately. Percentage increase in the managerialremuneration for the year was also approximately 13.6%.
(f) The affirmation that the remuneration is as per the remunerationpolicy of the Company
The Companys remuneration policy is driven by the success andperformance of the individual employees and the Company. Through its compensation packagethe Company endeavors to attract retain develop and motivate a high performance staff.The Company follows a compensation mix of fixed pay benefits and performance basedvariable pay. Individual performance pay is determined by business performance and theperformance of the individuals measured through the annual appraisal process. The Companyaffirms 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 nopecuniary relationship or transactions with the Company.
The Board wishes to place on record its appreciation for thewholehearted support and valuable co-operation extended to the Company by the Central& the State Governments Bankers Suppliers Associates Contractors employees andshareholders.
| ||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) ||(Shekhar Swarup) |
|Date : August 09 2022 ||Company Secretary ||Joint Managing Director |