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Som Distilleries & Breweries Ltd (SDBL) -BSE
29.65 -0.35 (-1.17%) 22-Jan-2021 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
30 29.95 30.3 29 8991 55.35 - 22.5 192.69 0 0 0
Directors Report

To

The Shareholders

Som Distilleries and Breweries Ltd.

Sirs,

Your Directors have pleasure in presenting the Annual Report of your Company for the year 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 net profit during 2018-19 over the previous year was lower due to higher proportion of new glass 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 30.04.2018, 16.05.2018, 01.06.2018, 06.07.2018, 13.07.2018, 16.07.2018, 23.07.2018, 13.08.2018, 05.09.2018, 13.10.2018, 02.11..2018, 22.11.2018, 12.01.2019, 19.01.2019, 09.02.2019, 13.02.2019, 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 accounting standards have been followed.

(ii) that the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the year.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other 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 the company, which are adequate and were operating effectively.

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. DECLARATIONS BY INDEPENDENT DIRECTORS

Independent directors i.e. Shri Satpal Kumar Arora, Ms Nishi Arora and Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013 to the 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 Corporate Governance Report attached as Annexure VI.

7. RESERVATION AND QUALIFICATION ON STATUTORY AUDIT REPORT AND SECRETARIAL AUDIT REPORT

There is no qualification, reservation or adverse remark or disclaimer of the statutory auditors 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 regarding codification of internal financial controls, documentation of operations and effectively monitoring controls and more effectively segregating of duties, will be examined and action 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, 2013 in 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 either within the limits as stated in rule 15 (3)(a) of Companies (Meetings of Board and its Powers) Rules, 2014 or were arm's length transactions or were in the nature of current accounts.

10. DIVIDEND

Directors have recommended for the year 2018-19, a dividend of 15% i.e. Rs.1.50 per share of Rs.10 on all the 3, 24, 93,869 equity shares as on 31.3.2019 of the company for the year 2018-19, which dividend may be paid to holders of such shares as on the date of the 26th annual general meeting being held on 27.09.2019, proportionate to the period of holding."

11. CONSERVATION, TECHNOLOGY, FOREIGN EXCHANGE

In terms of Rule 8(3) of Companies (Accounts) Rules, 2014, information about energy conservation and technology absorption is nil in regard to each of the respective items.

Information regarding foreign exchange is as follows:

*Earnings: Rs. 3, 80, 51,441/-

*Outgo: Rs. 44, 65, 92,003/-

12. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Board of Directors consisting of Shri Deena Nath Singh (Chairman), Shri Nakul Kam Sethi and Ms. Nishi Arora. The CSR activities of the company are conducted through Asha Mohan Foundation which is a registered society engaged in the education of children for the last more than ten years and has been established by the promoters of this company The CSR Committee monitors the CSR expenditure of the company and has to ensure that at least 2% of the average net profit of the company made during the immediately preceding three years is incurred and well utilized for the education and other welfare activities. In respect of the year, 2018-19, a report under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached in Annexure II.

13. SECRETARIAL AUDIT

M.M.Chawla and Associates, Company Secretaries in Practice, Bhopal were appointed as Secretarial Auditor of the company to perform Secretarial Audit of the company for the year 2018-19 in terms of section 204 of the Companies Act, 2013 and to give other certificates/reports under SEBI regulations and circulars. The secretarial audit report in form MR-3 and other reports as per SEBI Regulations are attached herewith as Annexure III, IV and V.

14. DIECTORS/CFO/INTERNAL AUDITOR.

Shri Satpal Kumar Arora was appointed as Independent and non-executive Director of the Company with effect from 13.10.2018, Shri Mahesh Kumar Batra, was appointed as Independent and non-executive Director of the Company with effect from 27.05.2019. Shri Deenanath Singh and Ms. Nishi Arora both are being re-appointed as Non-Executive/Independent Directors w.e.f 01.04.2019 and 14.11.2019 respectively, Shri Rajesh Dubey is the Chief Financial Officer and Shri Sourabh Tandon is the Internal Auditor. The Board now consists of Shri Jagdish Kumar Arora, CMD, Shri Nakul Kam Sethi (WTD), Shri Mahesh Kumar Batra, Shri 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 of Som Distilleries and Breweries Limited which holds 5,09,95,000 equity shares of Rs. 10 each out of a total paid up capital of Rs. 5,10,00,000 shares of Rs. 10 each constituting 99.99% of the equity capital of the subsidiary. Also,

Som Distilleries And Breweries Odisha Private Limited is a wholly owned subsidiary of Som Distilleries and Breweries Limited which holds 2,50,05,000 equity shares of Rs. 10 each out of a total paid up capital of Rs. 2,50,100,000 shares of Rs. 10 each constituting 99.99% of the equity capital of the subsidiary. The consolidated financial statement combining the balance sheet of the two subsidiaries is also being attached.

16. AUDITORS

Appointment of M/s R.N.Gupta and Associates Chartered Accountants, Bhopal as auditors has already been made for 2019-20 and does not now require ratification since first proviso to section 139(1) of Companies Act, 2013 has been deleted with effect from 07.05.2018.

17. CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report including Management Discussion 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 the Companies Act, 2013 and rules made there under, there is no further information to be furnished in this report. There are adequate internal financial controls keeping in view the size and nature of transactions of the Company. A system of evaluation of the performance 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 required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 are attached as Annexure VII.

19. ACKNOWLEDGEMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of 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

   

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