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Directors Report of G M Breweries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

Financial Results:

(Rs. in Lacs)

Particulars March 31, 2015 March 31, 2014

Gross Sales 1,03,556.47 97,628.30

Less: State Excise & VAT 72,822.72 68,764.26

Net Sales 30,733.75 28,864.04

Other Income 235.84 56.01

Total 30,969.59 28,920.05

Profit before depreciation & taxation 3,402.07 3721.86

Less: Depreciation 556.16 457.95

Less: Provision for taxation 982.53 1,110.00

Add: Prior period adjustment (Taxation) Nil 4.23

Profit after taxation 1,863.38 2,149.68

Add: Balance brought forward from previous year 4,823.01 3,245.23

Surplus available for appropriation 6,686.39 5,394.91

Appropriations

General Reserves 300.00 300.00

Proposed Dividend 292.44 233.95

Tax on Dividend 59.87 37.95

Additional depreciation on fixed asset 342.50 Nil

Balance carried to Balance sheet 5,691.58 4,823.01

Total 6,686.39 5,394.91

The company proposes to transfer an amount of Rs.300 lakhs to the General Reserves. An amount of Rs. 5,691.58 Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 1,03,556.47 Lacs, a growth of around 6.07 % against Rs. 97,628.30 Lacs in the previous year. Profit before depreciation and taxation was Rs. 3,402.07 lacs against Rs. 3,721.86 Lacs in the previous year. After providing for depreciation and taxation of Rs. 556.16 Lacs & Rs 982.53 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 1,863.38 Lacs as against Rs. 2,149.68,lacs in the previous year.

Due to tough market conditions and on account of very high levels of taxation the company''s turnover in terms of value has increased at a marginal 6 % during the year under review. However, the profit after tax has reduced by 13.32% due to unprecedented high levels of Raw Material and Packing Materials prices throughout the year.

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 25 % (at par with the previous year). The Dividend of 25 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 292.44 lacs to the company in addition to Rs. 59.87 lacs by way of dividend distribution tax.

SHARE CAPITAL:

The paid up equity capital as on march 31, 2015 was Rs.1,170.61 Lakhs. During the year under review, the Company issued 23,39,525 bonus shares of Rs.10/- per equity share to the shareholders. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 964.21 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes. The company has also undertaken schemes of distributing food to the poor directly as part of the CSR initiative.

The Annual Report on CSR activities is annexed herewith as: Annexure A

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

The Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Directors Smt. Jyoti Jimmy Almeida & Shri. Kiran Yashawant Parashare retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Smt. Jyoti jimmy Almeida & Shri. Kiran Yashawant Parashare for re-appointment.

Shri. Paresh Nanubhai Trivedi & Shri. Dilip Jivandas Diwan were appointed as independent directors liable for retirement by rotation in the last A.G.M. in May 2014. The Board now recommends the appointment of Shri. Paresh Nanubhai Trivedi & Shri. Dilip Jivandas Diwan as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 4 (Four) consecutive years i.e. for a term up to the conclusion of 36th Annual General Meeting of the company in the calendar year 2019.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Shri. Mukund Govind Diwan, an independent director submitted his resignation to the Board on April 06, 2015 due to health issues related to age. The same was accepted by the Board in its meeting held on April 07, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri. Mukund Govind Diwan towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes Shri. Mukund Govind Diwan a long and healthy life.

The Board will do everything possible to find an alternative independent director in place of Shri. Mukund Govind Diwan at the earliest.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.gmbreweries.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR''S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

The Auditors V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Kala Agarwal, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure C".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance.

For and on behalf of the Board of Directors

Mumbai Jimmy Almeida April 07, 2015 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their 30th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2013.

Financial Results:

(Rs. in Lacs) Particulars March 31, 2013 March 31, 2012

Gross Sales 93,880.06 87,334.09

Less: State Excise & Vat 65,104.17 61,635.94

Net Sales 28,775.89 25,698.15

Other Income 141.33 331.76

Total 28,917.22 26,029.91

Profit before depreciation & taxation 2,504.03 2,470.13

Less: Depreciation 408.25 382.24

Less: Provision for taxation 703.38 704.73

Less: Prior period adjustment (Taxation) 114.99 -

Profit after taxation 1,277.41 1,383.16

Add: Balance brought forward from previous year 2,539.72 1,729.37

Surplus available for appropriation 3,817.13 3,112.53

Appropriations

General reserves 300.00 300.00

Proposed Dividend 233.95 233.95

Tax on Dividend 37.95 38.86

Balance carried to Balance sheet 3,245.23 2,539.72

Total 3,817.13 3,112.53

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 25 % (at par with the previous year). The Dividend of 25 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 233.95 lacs to the company in addition to Rs. 37.95 lacs by way of dividend distribution tax.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 93,880.06 Lacs, a growth of around 7.50 % against Rs. 87,334.09 Lacs in the previous year. Profit before depreciation and taxation was Rs. 2504.03 lacs against Rs. 2,470.13 Lacs in the previous year. After providing for depreciation and taxation of Rs. 408.25 & Rs 818.37 Lacs (Including current & earlier years taxation) respectively, the net profit of the Company for the year under review was placed at Rs. 1,277.41 Lacs as against Rs 1383.16 lacs in the previous year.

Inspite of tough market conditions, exorbitant levels of taxation and huge increase in the price of main raw material i.e. Rectified Spirit and packing materials, your Company has managed to achieve satisfactory performance during the year under review. Even though there was about 12% increase in net sales the profits have remained stagnant. The drop in profitability is mainly due to inordinate increase in the prices of Rectified Spirit and packing materials almost for the entire year.

DISCLOSURE OF SPECIAL PARTICULARS:

Information as per Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 for the Year ended March 31, 2013 is given below :

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

PARTICULARS OF EMPLOYEES:

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITOR''S REPORT :

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS:

Mrs. Jyoti Jimmy Almeida & Mr. Ashwin Mehta retire by rotation and, being eligible, offer themselves for re-appointment. The Directors recommend Mrs. Jyoti Jimmy Almeida & Mr. Ashwin Mehta for re-appointment.

AUDITORS:

The Auditors M/s. V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies,Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance.

For and On Behalf of The

Board of Directors

Mumbai Jimmy William Almeida

April 04, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2012.

Financial Results:

(Rs. in Lacs) Particulars March 31,2012 March 31,2011

Gross Sales 87,334.09 67,031.70

Less: State Excise & VAT 61,635.94 43,868.87

Net Sales 25,698.15 23,162.83

Other Income 331.76 281.96

Total 26,029.91 23,444.79

Profit before depreciation & taxation 2,470.13 3,524.96

Less: Depreciation 382.24 357.94

Less: Provision for taxation 704.73 1,084.68

Add: Prior period adjustment (Taxation) - 20.68

Profit after taxation 1,383.16 2,103.02

Add: Balance brought forward from previous year 1,729.37 199.16

Surplus available for appropriation 3,112.53 2,302.18 Appropriations

General reserves 300.00 300.00

Proposed Dividend 233.95 233.95

Tax on Dividend 38.86 38.86

Balance carried to Balance sheet 2,539.72 1729.37

Total 3,112.53 2,302.18

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 25 % (at par with the previous year). The Dividend of 25 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 233.95 lacs to the company in addition to Rs.38.86 lacs by way of dividend distribution tax.

OPERATIONAL REVIEW :

Gross revenues increased to Rs.87,334.09 Lacs, a growth of around 30.29% against Rs.67,031.70 Lacs in the previous year. Profit before depreciation and taxation was Rs.2,470.13 lacs against Rs.3524.96 Lacs in the previous year. After providing for depreciation and taxation of Rs. 382.24 & Rs.704.73 Lacs respectively, the net profit of the Company for the year under review was placed at Rs.1383.16 Lacs as against Rs 2103.02 lacs in the previous year.

In spite of tough market conditions, high levels of taxation and huge increase in the price of main raw material i.e Rectified Spirit, your Company has managed to achieve reasonably good performance during the year under review. The erosion in profit is mainly due to inordinate increase in the prices of Rectified Spirit almost for the entire year.

DISCLOSURE OF SPECIAL PARTICULARS:

Information as per Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 for the Year ended 31st March, 2012 is given below :

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT GO :

During the period under review there was no foreign exchange out flow.

PARTICULARS OF EMPLOYEES:

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual account on a going concern basis.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITOR'S REPORT :

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS:

a). Shri Paresh N Trivedi retires by rotation and, being eligible, offers himself for re appointment. The Directors recommend Shri. Paresh N Trivedis re-appointment.

b). Smt. Celina William Almeida - Director and Shri. John William Almeida - Whole-time Director resigned from the Board during the course of the year. The Board would like to express its gratitude and also place on record the invaluable contributions made by both for the development and growth of the company during their tenure as directors.

AUDITORS:

The Auditors M/s. V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and On Behalf of The

Board of Directors

Mumbai Jimmy William Almeida

03 April 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2011.

Financial Results : (Rs. in lacs) Audited Audited 31.03.2011 31.03.2010

Gross Sales 67031.70 61309.49 Less: State Excise & Vat 43868.87 39345.00 Net Sales 23162.83 21964.49 Other Income 281.96 24.64 Total 23444.79 21989.13 Profit before depreciation & taxation 3524.96 1,383.54 Less: Depreciation 357.94 362.69 Less: Provision for taxation 1084.68 355.07 Add: Prior period adjustment (Taxation) 20.68 (5.81) Profit after taxation 2103.02 659.97 Add: Balance brought forward from previous year 199.16 58.16 Surplus available for appropriation 2302.18 718.13

Appropriations General reserves 300.00 300.00 Proposed Dividend 233.95 187.16 Tax on Dividend 38.86 31.81 Balance carried to Balance sheet 1729.37 199.16 Total 2302.18 718.13

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 25 % (previous year 20 %) . The Dividend of 25 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 233.95 lacs to the company in addition to Rs. 38.86 lacs by way of dividend distribution tax.

OPERATIONAL REVIEW :

Gross revenues increased to Rs.67031.70 Lacs, a growth of around 9.33 % against Rs. 61309.49 Lacs in the previous year. Profit before depreciation and taxation was Rs. 3524.96 Lacs against Rs. 1383.54 Lacs in the previous year. After providing for depreciation and taxation of Rs. 357.94 & Rs.1084.68 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 2103.02 Lacs as against Rs. 659.97 Lacs in the previous year.

The Companys performance for the year 2010-11 shows impressive growth in terms of sales and profitability. The moderate price level of Companys raw material Rectified Spirit throughout the year coupled with increased volumes helped the Company to achieve unprecedented increase in profits as well as profitability during the year under review.

DISCLOSURE OF SPECIAL PARTICULARS:

Information as per Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 for the Year ended 31st March, 2011 is given below :

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was net foreign exchange our flow to the extent of Rs. 478,933.

PARTICULARS OF EMPLOYEES:

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual account on a going concern basis.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITORS REPORT :

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS:

a) Shri Mukund Govind Diwan and Shri. Ashwin P Mehta retire by rotation and are being eligible, offer themselves for re appointment. The Directors recommend Shri. Mukund Govind Diwan and Shri. Ashwin P Mehtas s re- appointment.

AUDITORS:

The Auditors M/s. V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and support.

For and on Behalf of The Board of Directors

Mumbai Jimmy William Almeida 7th April, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 27th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2010.

Financial Results : (Rs. in lacs)

Audited Audited 31.03.2010 31.03.2009

Gross Sales 61,309.49 55,110.92

Other Income 24.64 22.12

61,334.13 55,133.04

Profit before depreciation & taxation 1,383.54 1,705.74

Less: Depreciation 362.69 320.83

Less: Provision for taxation 355.07 479.38

Less: Prior period adjustment (Taxation) 5.81 45.30

Profit after taxation 659.97 860.23

Add: Balance brought forward from previous year 58.16 56.90

Surplus available for appropriation 718.13 917.13

APPROPRIATIONS

General reserves 300.00 640.00

Proposed Dividend 187.16 187.16

Tax on Dividend 31.81 31.81

Balance carried to Balance sheet 199.16 58.16

718.13 917.13

DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 20 % (previous year 20 %). The Dividend of 20 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 187.16 lacs to the company in addition to Rs. 31.81 lacs by way of dividend distribution tax.

OPERATIONAL REVIEW :

Gross revenues increased to Rs. 61,309.49 Lacs, a growth of around 11.25% against Rs. 55,110.92 Lacs in the previous year. Profit before depreciation and taxation was Rs. 1,383.54 Lacs against Rs. 1,705.74 Lacs in the previous year. After providing for depreciation and taxation of Rs. 362.69 Lacs and Rs. 355.07 Lacs respectively, the net profit of the Company for the year under review was placed at Rs. 659.97 Lacs as against Rs. 860.23 Lacs in the previous year.

The Companys performance for the year 2009-10 shows satisfactory growth in terms of sales. However there was a decline in profits due to abnormal rise in the price of its main raw material i.e. rectified spirit throughout the year which had to be absorbed by the Company to a major extent to maintain the sales volumes. But for the marginal drop in the cost of packing material and other consumables, the impact of the "price increase" in raw material on the profitability would have been much higher.

DISCLOSURE OF SPECIAL PARTICULARS:

Information as per Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 for the Year ended 31st March, 2010 is given below :

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

TECHNOLOGY ABSORPTION:

Companys products are manufactured by using in-house know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no in flow or out flow of any foreign exchange.

PARTICULARS OF EMPLOYEES:

The provisions of section 217(2A) of the Companies Act, 1956 are not applicable as no Employee was in receipt of remuneration to the extent laid down therein.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual account on a going concern basis.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary..

AUDITORS REPORT :

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS:

a) Shri. John William Almeida retires by rotation and being eligible, offers him self for re appointment. The Directors recommend Shri. John William Almeidas re-appointment.

b) Smt. Jyoti Jimmy Almeida has been appointed as a Whole Time Director on Board not liable to retire by rotation with effect from 1-4-2010 subject to approval by the members in the forth coming Annual General Meeting. The Company has entered into an Agreement with Smt. Jyoti Jimmy Almeida in this regard.

c) Smt. Celina Almeida stepped down as the "Chairperson" of the Company due to age related health reasons w.e.f. 06-04-2010. However, she will continue to be a Director on the Board. The Board of Directors would like to convey, on behalf of all the members, their sincerest thanks and gratitude for the invaluable contribution made by Smt. Celina William Almeida to the company during her tenure as the "Chairperson"

d) Shri. Jimmy William Almeida has been appointed as the Chairman and Managing Director of the Company w.e.f. 06-04-2010.

AUDITORS:

The Auditors M/s. V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report are set out as separate Annexures, together with the certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai (JIMMY WILLIAM ALMEIDA)

Dated : 6th April, 2010 Chairman & Managing Director

 
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