Your Directors have pleasure In presenting the Twenty Sixth Annual Report of WinsomeBreweries Limited along with audited financial statements for the financial year (FY)ended March 312018.
HIGHLIGHTS OF PERFORMANCE
Income for the year is decreased from Rs. 5598.90 Lakhs in 2017 to Rs. 3809.31 Lakhs in2018. Profit before tax decreased from Rs. 386.41 Lakhs in the previous year 2017 to Rs.160.86 in the current year 2018. Total Comprehensive income is also decreased from Rs.433.91Lakhs in the previous year 2017 to Rs. 117.73 Lakhs in the current year 2018.
1. Financial Results
The financial performance of Winsome Breweries Limited for the financial year endedMarch 312018 is summarised below:
| || ||(Figures in Lakhs) |
|Particulars ||Current Year 31st March2018 ||Previous Year 31st March 2017 |
| ||(in Rupees) ||(in Rupees) |
|Total income ||3809.31 ||5598.90 |
|Profit before depreciation ||231.10 ||448.83 |
|Profit before tax ||160.86 ||386.41 |
|Less: Tax Exp ||44.04 ||93.43 |
|Profit after tax ||116.83 ||292.98 |
|INDAS Adjustments ||0.90 ||140.92 |
|Total Comprehensive Income ||117.73 ||433.91 |
|Transfer To General Reserves ||NIL ||NIL |
2. Future Prospects
The company is making efforts continuously to improve its business operations. In viewof the above prospectus of the Company appears bright in near future.
3. Transfer to Reserves
The Company has not transferred any amount to the General Reserve out of amountavailable for appropriations.
In view of the in adequate profits the Directors express their Inability to recommendany dividend for the year under review.
5. Share Capital
The Authorised Share Capital of the Company is Rs. 277500000/- (Rupees Twenty SevenCrore Seventy Five Lakh) comprising 27750000 (Two Crore Seventy Seven Lakh FiftyThousand) Equity Shares of Rs. 10 (Rupees Ten) each. The Issued Subscribed and Paid-upEquity Share Capital of the Company is Rs. 276689000/- (Rupees Twenty Seven Crore SixtySix Lacs Eighty Nine Thousand) consisting of 27668900 (Two Crore Seventy Six Lacs SixtyEight Thousand Nine Hundred) Equity Shares of Rs. 10 (Rupees Ten) each.
The Company has not allotted any shares during the year under review.
The company has not accepted any public deposits during FY 2017-18 from the members orthe general public. There are no small depositors in the company.
7. Change in the Nature of Business
The Company has not undergone any changes in the nature of the business during thefinancial year.
8. Subsidiary Company.
The Company has no Subsidiary Company.
9. Internal Process & Financial Control
The Company has an internal control system commensurate with the size scale andcomplexity of Its operations. The Company's Internal controls are tested for adequacy andeffectiveness by the Internal Auditor and Statutory Auditors on a regular basis.
10. Listing Fees
The Annual Listing Fee for the year 2017-18 had been paid to those Stock Exchangeswhere the company's shares are listed.
11. Corporate Social Responsibility (CSR)
Provision related CSR under Section 135 of the Companies Act 2013 are not applicableto the Company.
12. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism by way of internal reviews. The Company also has a'Whistle Blower Policy" the copy of which is available on the website of theCompany namely www.winsomeindia htto://.in/news events.PhD
13. Prevention Of Sexual Harassment At Work Places
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) AcL 2013 and the Rules thereunder.
Further the Company's Audit Committees look into the matter for its office and factoryof the Company in compliance with the above mentioned Act and Rules. For the financialyear 2017-18 no case of sexual harassment was pending at the beginning no case wasreceived during the year nor did any case remain pending at the close of the year.
14. Code of Conduct
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director Is attached asANNEXURE-A which forms a part of this Report of the Directors.
15. Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo.
Information pursuant to section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 are given below:
A. Conservation Of Energy:
The Company has taken measures in consultation with the technical experts to conserveuse of power by
I. More Emphasis on elimination of waste.
II. Improved efficiency of own generator by usage of diesel generator only foremergencies and as stand by.
iii. Preventive maintenance of various equipments for efficient utilization of energy.
B. Technology Absorption:
Disclosure of particulars with respect to technology absorption:- Research &Development
I. Specific Areas In Which R&D Carried out by the Company
a. Quality Up gradation.
b. Productivity enhancement.
c. Quality Control Management
II. Benefits Derived as Result of the above R&D: Increase In production.
Hi. Future plan of action: Cost efficiency in manufacturing operations through bettermethods and techniques of production.
Iv. Expenditure in R & D: Specific expenditure of recurring or capital nature Isnot Involved.
C. Foreign Exchange Earning And Outgo Expenditure In Foreign Currency (on Accrualbasis):
|a. Travelling Expenses ||NIL |
16. Management Discussion Analysis Report(MDAR):
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of the AnnualReport.
17. Extract Of Annual Return
The extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 in the prescribed Form MGT- 9 is annexed herewith as Annexure-B.
18. Particulars of Employees
The particulars of employees are given In Annexure-C to this Report as required underSection 197(12) of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
19. Directors) and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Sneh Bagrodla (DIN 00637355) who retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.
Mr. Sushil Kumar Jain was resigned from Directorship of the Company w.e.f. 14"July 2017. The Board expressed Its deep appreciation for the valuable services renderedby him.
Mr. Amrit Mohinder Uttam (DIN 02929322) is appointed as additional non executiveIndependent Director of the Company for a period of five years with effect from 30"May 2017 on the recommendation of Nomination & Remuneration Committee and hisappointment was ratified by the shareholders in Annual General Meeting held on 29"September 2017.
Mr. Rahul Kumar Jain Company secretary resigned w.e.f. 19" July 2017and Ms.Komal Kapoor has been appointed as the Company Secretary w.e.f. 19" July 2017.Ms.Komal Kapoor Company Secretary was resignedw.e.f. 19" June 2018and Mr. AnkitKumar Srlvastava Is appoint as Company Secretaryw.e.f20" June 2018.
20. Declaration Given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
21. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures If any;
b) the directors have 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 atthe end of the financial year2017-18and of the profit of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. Compliance of Secretarial Standard
During the year Company has done all the required compliances of Secretarial Standard-1& 2 as prescribed by the Institute of Company Secretaries of India.
23. Board Evaluation
The Board has carried out an annual performance evaluation of Its own performance andthat of its Committees and Individual directors. The manner In which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
24. Independent Directors Meeting
During the year under review the Independent Directors met on 13" February 2018interalla to:
a) Review the performance of Non Independent Directors and the Board of Directors as awhole;
b) Review the performance of the Chairman of the Company taking into account the viewsof the Executive and Non-Executive Directors.
c) Assess the quality content and timeliness of flow of Information between theCompany management and the Board that Is necessary for the Board to effectively andreasonably perform Its duties.
d) All the Independent Directors were presentat thls meeting.
The Independent director authorised the Company Secretary of the Company to Act asSecretary to the Committee and to do all such deed and acts necessary for the callingconducting of meeting preparation of minutes and other formalities in consultancy withthe chairman of the Committee.
The details of Familirisation Programme of the Independent Directors have been uploadedon the website of the Company which can be found athttp://www.winsomeindia.in/news-events.php
The observations made by the Independent Directors have been adopted and put intoforce.
25. Appointment and Remuneration Policy for Directors Key Managerial Personnel andOther Employees
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland Key Managerial Personnel ("KMP-) and their remuneration. This PolicyIs described In the Corporate Governance Report
26. Meetings of the Board
During the year six (6) Meeting of the Board and Five (5) Meeting of the AuditCommittee were held details of which are given in the Corporate Governance Report. The gapbetween the meetings was within the period prescribed under the Companies Act 2013 / SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. All other Committeesalso have met during the year and have helped the Board to provide direction to themanagement.
27. Corporate Governance report
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancetogether with a certificate from the Company's Statutory Auditors confirming complianceforms part of this Report as Annexure-D.
A. Statutory Auditors
The Members of the Company in the Annual General meeting held on Friday the 29"September 2017 appointed M/s. APAS & Co. Chartered Accountants (Finn Regn. No.000340C) as Statutory Auditors of the Company for the five years and he hold office tillthe conclusion of 30th annual general meeting to be held In 2022 on such remuneration asmaybe mutually decided by the Board of Directors.
Report to Auditor's Report:
The Auditor's Report to the members does not contain any qualification or adverseremarks on the financial reporting and disclosure of the Company. The Notes to Accountsforming part of the financial statements are self-explanatory and need no fu rtherexplanation.
B. Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended thecompany has appointed M/s Ravinder Sharma & Associates Company Secretaries a CompanySecretaries in practice to undertake the Secretarial Auditof the Company. The SecretarialAudit report is annexed here with as Annexure-E.
C. Cost Audit
Provision related to Cost Audit Is not applicable to the Company.
D. Internal Auditor
M/s RPB and Associates Chartered Accountants is appointed as Internal Auditor of theCompany.
29. Disclosures With Respect To Employees Stock Option Scheme The Company does not haveany Employees Stock Option Scheme.
30. Related Party Transaction.
All the related party transaction entered into by the company during the financial yearwas on Arm Length basis and were In the ordinary course of the business. There are nomaterially significant related party transactions made up by the company with thepromoters Key Managerial personnel or other designated person which may have potentialconflict In interest of the Company at large.
31. Risk Management
The Company has a Risk Management framework in place to identify assess monitor andmitigate various risks to the business. This framework seeks to minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The frameworkalso defines the risk management approach across the enterprise at various levels.
Risk Management forms an integral part of the Company's planning process. AuditCommittee of the Board reviews the process of risk management.
32. Significant And Material Orders Passed By The Regulatory Bodies/Courts
There were no significant or material orders passed by any Regulatory Bodies/ Courtagainst the Company.
33. Particulars of Loans Guarantees or Investments by the Company
Details of Loans Guarantees and Investments are given in the notes to FinancialStatements.
The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/contractors bankers employees Government agencieslocal authorities and the immediate society for their un-stinted support and co-operationduring the year.
|Date: 14.08.2018 ||On Behalf of the Board of Directors |
|Place: New Delhi ||For Winsome Breweries Limited |
| ||(Rajendra Kumar Bagrodia) |
| ||Chairman cum Managing Director |
| ||DIN: 00178250 |
| ||S-521 GreaterKailash |
| ||Part II New Delhi-110048 |
Information Pursuant to Section 197 (12) Read with rule 5 of the companies (Appointmentand remuneration of managerial personal) Rule 2014
1. Ratio of remuneration of each Director to the median remuneration of the employeesof the company for the year 2017-18
|Sr. No ||Name and designation of the Director/KMP ||Remuneration for FY-2017-18 |
(Amount Rs. In Lakhs)
|Ratio to the Median Remuneration |
|1 ||Mr. Rajendra Kumar Bagrodia Chairman cum Managing Director ||24 ||9.19:1 |
|2 ||Mrs. Sneh BagrodiaWhole Time Director ||18 ||8.95:1 |
|3 ||Mr. Sushil Kumar Jain Independent Director1 || ||Not Applicable as only Sitting fee is paid during the year. |
|4 ||Mr. Dipankar Sengupta Independent Director1 || ||Not Applicable as only Sitting foe is paid during the year. |
|5 ||Mr. Nakul Pasricha Independent Director1 || ||Not Applicable as only Sitting foe is paid during the year. |
|6 ||Mr. Amrit Mohinder Uttam Independent Director* || ||Not Applicable as only Sitting fee is paid during the year. |
Independent Directors are paid only sitting foes the details of which are givenin Corporate Governance report.
2. The Percentage increase in remuneration of each director CFO CEO CS or manager ifany in the financial year 2017-18 compared to 2016-17.
|Sr. No ||Name of Director/KMP ||Remuneration for the FY 2016-17 (Amount in Rs. In Lakhs) ||Remuneration for the FY 2017-18 (Amount in Rs. In Lakhs) ||% Change |
|1 ||Mr. Rajendra Kumar Bagrodia-CMD ||24 ||24 ||- |
|2 ||Mrs. Sneh BagrodiaWhole Time Director ||18 ||18 || |
|3 ||Mr. Sushil Kumar Jain Independent Director1 ||- ||- || |
|4 ||Mr. Dipankar Sengupta Independent Director ||- ||- || |
|5 ||Mr. Nakul Pasricha Independent Director* ||- ||- || |
|-6 ||Mr. Amrit Mohinder Uttam Independent Director1 || || || |
|7 ||Mr. Shantanu Bagrodia Chief Financial Officer ||18 ||18 || |
|8 ||Ms. Komal Kapoor- Company Secretary** ||- ||2.14 ||100 |
* Independent Directors are paid only sitting foes the details of which are given inCorporate Governance report ** Company secretary CS Komal Kapoor was appointed w.e.f19" July 2017 and the remuneration shown in the year 2017-2018 is the grossremuneration paid to him during July 2017 to March 2018.
3. The Median remuneration of the employees has increased by 9.16 % in 2017-18ascompared to 2016-17.
4. The Number of Permanent employee on the roll of the Company during as on 31' March2018 is Twenty Four.
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the Managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in the salaries of employee other than the Managerialpersonnel is 9.50 % and no percentile increase in the of managerial personnelremuneration.
6. Rule 5 (2) of Companies (Appointment and Remuneration) Amendment Rule 2016 of theCompanies Act 2013 is not Applicable on the company for the Financial year 2017-18.
7. It is hereby affirmed that the remuneration paid to the Director and the KMP are asper the remuneration policy of the Company.