Som Distilleries and Breweries Ltd.
Your Directors have pleasure in presenting the Annual Report of your Company for theyear ended on 31st March 2019.
1. WORKING RESULTS
The summarized working results on a standalone basis for the year are as under:-
| ||2018-19 ||2017-18 |
|Particulars ||Rs. (in crores) ||Rs. (in crores) |
|Sales & Other Income ||410.86 ||430.41 |
|EBIDTA ||44.57 ||60.47 |
|Depreciation ||4.70 ||4.26 |
|Profit for the year ||32.00 ||47.43 |
|Provision of Tax ||11.86 ||22.20 |
|Profit after Tax ||20.14 ||25.23 |
There was a decrease in the turnover because of election in our key states and netprofit during 2018-19 over the previous year was lower due to higher proportion of newglass bottles and increase in prices of malt and barley.
2. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT 9 is attached herewith as Annexure I.
3. MEETINGS OF BOARD OF DIRECTORS
During the financial year 2018-19 18 meeting of the Board of Directors on 30.04.201816.05.2018 01.06.2018 06.07.2018 13.07.2018 16.07.2018 23.07.2018 13.08.201805.09.2018 13.10.2018 02.11..2018 22.11.2018 12.01.2019 19.01.2019 09.02.201913.02.2019 02.03.2019 and 27.03.2019.
4. DIRECTORS' RESPONSIBILTY STATEMENT The Directors hereby certify:-
(i) that in the preparation of the accounts for 2018-19 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. DECLARATIONS BY INDEPENDENT DIRECTORS
Independent directors i.e. Shri Satpal Kumar Arora Ms Nishi Arora and Shri D.N.Singhhave given the requisite declarations under Section 149(7) of the Companies Act 2013 tothe effect that they meet the criteria of independence as provided under section 149(6).
6. COMMITTEES OF THE BOARD
Details of the Committees of the Board of Directors are given in the CorporateGovernance Report attached as Annexure VI.
7. RESERVATION AND QUALIFICATION ON STATUTORY AUDIT REPORT AND SECRETARIAL AUDITREPORT
There is no qualification reservation or adverse remark or disclaimer of the statutoryauditors and secretarial auditors to which a reply is needed from the Board.
Suggestions given by auditors in its Audit Report for the year 2018-19 regardingcodification of internal financial controls documentation of operations and effectivelymonitoring controls and more effectively segregating of duties will be examined andaction will be taken to the extent possible.
8. PARTICULARS OF LOAN INVESTMENTS AND GUARANTEES.
The company has complied with the provisions of Section 186 of the Companies Act 2013in relation to loans investments and guarantees given by the Company during the year.
9. PARTICULARS OF CONTRACTS AND ARRANGEMENTS UNDER SECTION 188
Contracts or arrangements with related parties during the year 2018-19 were eitherwithin the limits as stated in rule 15 (3)(a) of Companies (Meetings of Board and itsPowers) Rules 2014 or were arm's length transactions or were in the nature of currentaccounts.
Directors have recommended for the year 2018-19 a dividend of 15% i.e. Rs.1.50 pershare of Rs.10 on all the 3 24 93869 equity shares as on 31.3.2019 of the company forthe year 2018-19 which dividend may be paid to holders of such shares as on the date ofthe 26th annual general meeting being held on 27.09.2019 proportionate to theperiod of holding."
11. 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: Rs. 3 80 51441/-
*Outgo: Rs. 44 65 92003/-
12. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee of the Board of Directors consisting ofShri Deena Nath Singh (Chairman) Shri Nakul Kam Sethi and Ms. Nishi Arora. The CSRactivities of the company are conducted through Asha Mohan Foundation which is aregistered society engaged in the education of children for the last more than ten yearsand has been established by the promoters of this company The CSR Committee monitors theCSR expenditure of the company and has to ensure that at least 2% of the average netprofit of the company made during the immediately preceding three years is incurred andwell utilized for the education and other welfare activities. In respect of the year2018-19 a report under Companies (Corporate Social Responsibility Policy) Rules 2014 isattached in Annexure II.
13. 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 2018-19 in terms of section 204 of the Companies Act 2013 and to give othercertificates/reports under SEBI regulations and circulars. The secretarial audit report inform MR-3 and other reports as per SEBI Regulations are attached herewith as AnnexureIII IV and V.
14. DIECTORS/CFO/INTERNAL AUDITOR.
Shri Satpal Kumar Arora was appointed as Independent and non-executive Director of theCompany with effect from 13.10.2018 Shri Mahesh Kumar Batra was appointed as Independentand non-executive Director of the Company with effect from 27.05.2019. Shri DeenanathSingh and Ms. Nishi Arora both are being re-appointed as Non-Executive/IndependentDirectors w.e.f 01.04.2019 and 14.11.2019 respectively Shri Rajesh Dubey is the ChiefFinancial Officer and Shri Sourabh Tandon is the Internal Auditor. The Board now consistsof Shri Jagdish Kumar Arora CMD Shri Nakul Kam Sethi (WTD) Shri Mahesh Kumar BatraShri Deenanath singh Shri Satpal Kumar Arora and Ms Nishi Arora.
15. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Woodpecker Distilleries and Breweries Private Limited is a wholly owned subsidiary ofSom Distilleries and Breweries Limited which holds 50995000 equity shares of Rs. 10each out of a total paid up capital of Rs. 51000000 shares of Rs. 10 each constituting99.99% of the equity capital of the subsidiary. Also
Som Distilleries And Breweries Odisha Private Limited is a wholly owned subsidiary ofSom Distilleries and Breweries Limited which holds 25005000 equity shares of Rs. 10each out of a total paid up capital of Rs. 250100000 shares of Rs. 10 each constituting99.99% of the equity capital of the subsidiary. The consolidated financial statementcombining the balance sheet of the two subsidiaries is also being attached.
Appointment of M/s R.N.Gupta and Associates Chartered Accountants Bhopal as auditorshas already been made for 2019-20 and does not now require ratification since firstproviso to section 139(1) of Companies Act 2013 has been deleted with effect from07.05.2018.
17. CORPORATE GOVERNANCE
Pursuant to Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Corporate Governance Report including ManagementDiscussion and Analysis Report forms part of this report as Annexures VI.
18. 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 were no Deposits during the year.Details of risk management policy are yet to be framed. The information/ratios as requiredunder Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2016 are attached as Annexure VII.
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 ||J.K. ARORA |
|Dated: 03.07.2019 ||CHAIRMAN AND MANAGING DIRECTOR |