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Winsome Breweries Ltd.

BSE: 526471 Sector: Consumer
NSE: N.A. ISIN Code: INE391C01011
BSE 00:00 | 07 Dec 11.27 -0.10
(-0.88%)
OPEN

11.90

HIGH

11.90

LOW

10.91

NSE 05:30 | 01 Jan Winsome Breweries Ltd
OPEN 11.90
PREVIOUS CLOSE 11.37
VOLUME 18658
52-Week high 15.19
52-Week low 3.66
P/E 112.70
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.90
CLOSE 11.37
VOLUME 18658
52-Week high 15.19
52-Week low 3.66
P/E 112.70
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Winsome Breweries Ltd. (WINSOMEBREW) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenling the Twenty Eighth Annual Report of WinsomeBreweries Limited along with Audited Financial Statements for the Financial Year (FY)ended March 31" 2020.

HIGHLIGHTS OF PERFORMANCE

Income for the year Is increased from Rs. 252.33 Lakhs in 2019 to Rs.1.687.07 Lakhs in2020. Profit before tax increased from Rs. (199.00) Lakhs in the previous year 2019 toRs.(91.46) Lakhs in the current year 2020.Total Comprehensive income is also decreasedfrom Rs. (66.73) Lakhs in the previous year 2019 to Rs.( 115.05) Lakhsin the current year2020.

1. Financial Results (Figures in Lakhs)

The financial performance of Winsome Breweries Limited for the financial year endedMarch 312020 is summarised below:

Particulars Current Year 31" March 2020 (In Rupees) Previous Year 31* March 2019 (in Rupees)
Total income 1687.07 252.33
Profit before depreciation 45 114.87
Profit before tax (91.46) (199.00)
Less: Tax Exp (8.16) (102.39)
Profit after tax (83.30) (96.61)
INDAS Adjustments (31.74) 29.88
Total Comprehensive Inoome (115.05) (66.73)
Transfer ToGeneral Reserves NIL NIL

2. Future Prospects

The company is making efforts continuously to improve its business operations. In viewof the above prospectusof the Company appears bright in near future.

3 Transfer to Reserves

The Company has not transferred any amount to the General Reserve outof amountavailable for appropriations.

4 Dividend

In view of the inadequate 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 of 27750000 (Two Crore Seventy Seven Lakh FiftyThousand) Equity SharesofRs 10 (Rupees Ten) each The Issued Subscribed and Paid-up EquityShare Capital of the Company is Rs. 276689000 (Rupees Twenty Seven Crore Sixty SixLakhs Eighty Nine Thousand) consisting of 27668900 (Two Crore Seventy Six Lakhs SixtyEight Thousand Nine Hundred) Equity SharesofRs. 10(RupeesTen)each.

The Company hasnot allotted any shares during the year under review.

6. Deposits

The company has not accepted any public deposits during FY 2019-2020 from the membersor the general public. There are no small depositors in the company Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

7. Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during thefinancial year.

8 Subsidiaries Associates and Joint Venture Companies

During the year under review your Company did not have any subsidiary associate andjoint venture 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 foradequacy andeffectiveness by the Internal Auditor and Statu lory Auditors on a regular basis tO.Listing Fees

The Annual Listing Fee for the years 2019-2020 and 2020-2021 had been paid to thoseStock Exchanges where the company's shares are listed tl. Corporate Social Responsibl Iity (CSR)

Provision related toCSR under Section 135 ofthe CompaniesAct2013 are not applicable tothe Company.

12. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism byway of internal reviews. TheCompany also has a‘Whistle Blower Policy" the copy of which isavailableon the website oftheCompany namely htto://winsomeindia .in/news events.ohp

13. Preventlonof 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) Act 2013 and the Rules thereunder.

The Company has constituted Internal Complaints Committee. Further the Company'sInternal Complaints Committee look into the matter for its office and factory of theCompany in compliance with the above mentioned Act and Rules for the FY 2019-2020 no caseof sexual harassment was pending at the beginning no case was received during the yearnor did any case remain pending at the closure 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 Earnlngand Outgo

Information pursuantto section 134 of the Companies Act 2013readwith the Companies(Accounts) Rules 2014are given below:

A. Conservation Of Energy:

TheCompany has taken measures in consultation with the technical experts to conserveuse of power by

i. More Emphasis on elimination ofwaste.

ii. Improved efficiency of own generatorby usage of diesel generator only toremergencies and as stand by.

iii. Preventive maintenance ofvariousequipments for efficient utilization of energy.

B TechnologyAbsorption:

Disclosure of particulars with respect to technology absorption:- Research &Development

i. SpecificAreasin which R&D carried out by the Company

a. Quality Up gradation.

b. Productivityenhancement.

c. Quality Control Management

ii. Benefits Derived as Resultof the above R&D: Increase in production

iii. Future plan of action: Cost efficiency in manufacturing operations through bettermethods and techniques ofproduction.

iv. Expenditure in R & D: Specific expenditure of recurring or capital nature isnot involved.

C. Foreign Exchange Earning And Outgo :•

Expenditures Foreign Currency (on Accrual basis):

a. Travelling Expenses NIL

16. ManagementDiscussionAnalysisReport(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 this Director'sReport.

17. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2020 made under the provisionsof Section 92(3) of the Act is attached as "Annexure - B" which forms part ofthis Report. Further the Company has placed its Annual Return (as at 31st March 2019)referred to in Section 92(3) in FORM MGT-7 format on the below mentioned web- address:h)^//winson2in(Jiain/nWg_ey^^

18. ParticularsofEmployees

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 (AppointmentandRemuneration of Managerial Personnel) Rules 2014.

19. Dlrector(s)and Key Managerial Personnel

The Following Director/KMP have been Appointed/Resigned during the FY2019-2020:-

SI. No Nameof Director Designation Appolntment/Reslgnation Date of Appointment/Resignation
I Mr. Nakul Pasricha Independent Director Resigned 14/08/2019
2. Mrs Aruna Goenka* Additional Independent Director Appointed 14/08/2019
3. Mr. Ankit Kumar Srivastava Company Secretary Resigned 18/03/2019
4. Mr. Shaan Mohammad Company Secretary Appointed 30/03/2019
5. Mr. Shaan Mohammad Company Secretary Resigned 25/01/2020
6. MsHeena Malik Company Secretary Appointed 16/03/2020

‘Mrs. Aruna Goenka was regularized as Independent director ofthe Company on theAnnual General Meeting held on 30 September 2019.

20. Retirement By Rotation

Pursuantto the provisions of Section 152 ofthe Companies Ad 2013 Mrs. Sneh BagrodiaWhole-Time Director of the company is liable to retire by rotation at theensuing AnnualGeneral Meeting ofthe Company.

21. Declaration Given by Independent Directors

All Independent Directors have given declarations/confirmation that they meet thecriteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations2015. The Independent Directors have also confirmed that they have complied with theCompany's Code ofConductfor Directors and Senior Management Personnel.

All the Independent Directors of the Company have proposed to enroll their names in theonline database of Independent Directors by Indian Institute of

Corporate Affairs in tears of the recently introduced regulatory requirements withinthe prescribed time limits. Also the online proficiency self-assessment test as mandatedwill be undertaken by those Independent Directors of the Company who arenotexempted withinthe prescribed timelines

22. Director's Responsibility Statement

Pursuantto 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 theapplicable 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 thatare reasonableand prudent so astogivea true andfairviewof thestate of affairs of thecorrpany attheend of thefinancial year 2019-2020 andofthe profit ofthe company for that period;

c) the Directors have taken proper and suffidentcare for the maintenance of adequateaccounting records in accordance with the provisions ofthe Companies Act 2013 forsafeguarding the assets ofthe Company and for preventing and detecting fraud and olherirregularities;

d) theDiredorshavepreparedtheannualaccountsona going concern basis;

e) the Directors had laid down proper internal finandal controls and such internalfinancial conlrols 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.

23. Compliance of Secretarial Standard

During file year Company has done all the required compliances of Secretarial Standard-1 & 2 as prescribed by the Instituteof Company Secretaries of India.

24. 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 evaluationhasbeencarried out has been explained in the Corporate Governance Report.

25. Independent Directors Meeting

During the year underreview the Independent Directorsmet on 16th March 2020interalia to:

a) Review the performance of Non Independent Directors and the Board of Directors as awhole;

b) Review the performance ofthe Chairman ofthe Company taking into account the viewsofthe 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 present at this meeting.

The performance evaluation of all the Independent Directors have been done by theentire Board exduding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall bedetermined whether to extend or con tinuetheirterm of appointment whenever the respective term expires. The Directors expressed theirsatisfaction with theevaluation process.

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 thecallingconducting ofmeeting preparation of minutes and otherformalitiesin consultancy with thechairman ofthe Committee.

The details of Familirisation Programme of the Independent Directors have been uploadedon the website of the Company which can be found at http://vwnsomeindia.in/news events.ohp

The observations madeby the Independent Directors have been adopted and put into force.

26. Appointmentand 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 TNs Policy isdescribed in theCorporateGovernance Report.

27. MeetingsoftheBoard

During the year Five (5) Meeting of the Board were held detailsofwhich are given in theCorporate Governance Report Thegap between the meetings was within the period prescribedunder the Companies Act 2013/SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All other Committees also havemet during the year and have helped theBoard to provide direction to themanagement.

28. Committee

The Board of Directors of your Company has constituted the following committees interms of the provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015:

A. AuditCommittee

During the year under review the Board of Directors of the Company had accepted allthe recommendations ofthe Committee.

B. Nominatlonand Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

The salient features of the Remuneration Poicy is available on Company's website andcan be accessed in the link provided herein below: http://winsomeindia.in/news events.oho

C. Stakeholders RelatlonshipCommlttee

The Board has in accordance with Section 178(5) of the Companies Act 2013 hasconstituted Stakeholder Relationship Committee to resolve the grievances of theStakeholders of the Company.

29. 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 Annual Report as Annexure-D.

30. Auditors

A. Statutory Auditors

TheMembersof the Companyin the Annual General meeting held on Friday the 29thSeptember 2017 appointed M/S.APAS& Co. Chartered Accountants (Firm Regn. No.000340C) as Statutory Auditors of the Company for the five years and they hold office tillthe conclusion of 30th Annual General Meeting to be held in 2022 on such remuneration asmay be mutually decided by the Board of Directors.

Reply 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 furtherexplanation.

B. Secretarial Audit

Pursuant to provisionsof 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 inpractioe to undertake the Secretarial Audit of the Company. The Secretarial Audit reportsubmitted by them in prescribed formMR-3isannexedherewithasAnnexure-Eandformsanintegralpartoflhis Report There are noqualifications or observations or other remarks by the Secretarial Auditors in theirReport issued by them for the financial year 2019-2020 which call for any explanation fromthe Board of Directors.

C. CostAuditor

TheCompany isnotrequired to maintain cost records and to undertake costauditinaccordance with theprovision of CompaniesAct 2013.

D. Internal Auditor

M/s RPB and Associates Chartered Accountants appointed as Internal Auditor oftheCompany.

31. Disclosures with RespectTo Employees Stock Option Scheme The Company doesnot haveany Employees Stock Option Scheme

32. Related Party Transaction.

All transactions/contracts/arrangements entered into by the Company with relatedpartyfies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review were in ordinary course of business and on an arm'slength basis Further none of these contracts / arrangements /transactions with relatedparties could be considered material in nature as per the thresholds given in Rutel 5(3)of the Companies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given In this regard.

Disclosure of Related Party Transactlonwlth Person or Entity belonging to Promoter& Promoter Group:

The Company had not entered into related part transaction(s) with any person or entitybelonging to the Promoter or Promoter Group that holds 10% or more shareholding of theCompany.

33. 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 atvarious levels.

Risk Management forms an integral partof the Company's planning process. AuditCommittee ofthe Board reviews the process of risk management.

34. Significant And Material Orders Passed By The Regulatory Bodies/ Courts

There were no significant or material orders passed by any Regulatory Bodies/ Courtagainstthe Company.

35. Particulars of Loans Guarantees or InvestmentsbytheCompany

Details of Loans Guarantees and Investments are given in the notes to FinancialStatements.

36. Material Changes and Commitments Affecting the Financial Position of thecompany:

Except to the extentof disclosures made in this report there have been no materialchanges and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of this report. The Ministry of Home Affairs vide its OrderNo.40-3/2020dated 24.03.2020had notified a nationwide lockdown in India to contain theoutbreak of COVID19 pandemic. Amidst thetumultof this unprecedented age of VirustheCompany has allowed its employeed to ‘woik from home' aflerdeclaration of nationallockdown for prevention and safeguard of the employees of the Company. Neverffielessbusiness activities from the date of lockdown were suspended. In the meanwhile governmentof India and other regulators example The Reserve Bank of India Income Tax Authoritiescame up with the variety of measures to mitigate the impact of economic and financialdisruptions. Inventory as at end of the year has been taken on the basis of physicalverification after lifting the lockdown and impact has been affected in valuationconsidered in the financial statementsif any due to change in quantity/quality of theinventories.

Though the pandemic is still evolving and impact on the working of the company isuncertain management is of Ihe view that looking Into its nature of business and productscompany is dealing In and steps been taken to provide support by various means from theregulator/govemment there are no reason to believe that current crisis will have anysignificant impact on the ability of the Company to maintain its normal businessoperations including the assessment of going concern for theCompany. However theextendtowhich thepandemic will Impact the working of tie company which isliighly uncertain.

37. Acknowledgment

The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/contractors bankers employees Govern mentagendeslocal aulhoritiesand the immediate society for their un-stinted support and co-operationduring the year

Date: 20.08.2020 On Behalf of the Board of Directors
Place: New Delhi For Winsome Breweries Limited
Raj endra Kumar Bagrodla
C hairma ncumManagingDirector
DIN:00178250
S-521 Greater Kai lash Part II New Delhi-110048

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