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Directors Report of Som Distilleries & Breweries Ltd.

Mar 31, 2015

The Shareholders

Som Distilleries & Breweries Ltd.

Sirs,

The Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31st March 2015.

1. Working Results

The summarized working results for the year are as under:-

Particulars 2014-15 2013-14 Rs. crores Rs. crores

Sales & Other Income 207.34 192.13

EBIDTA 31.70 30.30

Depreciation 3.91 4.81

Profit for the year 25.45 25.48

Provision of Tax 9.28 5.18

Profit after Tax 16.17 20.30

There has been an increase in the turnover during 2014-15 over the previous year. However the profit has declined due to interest cost and higher taxation.

2. Extract of Annual Return

The extract of annual return in Form MGT 9 is attached herewith this report as Annexure I.

3. Meetings of Board of Directors

During the financial year 2014-15, the Board of Directors met 12 times on 30.05.2014,09.06.2014,16.07.2014, 14.08.2014, 22.08.2014, 14.11.2014, 08.12.2014, 26.12.2014, 12.02.2015, 18.02.2015, 27.02.2015 and 27.03.2015.

4. Directors' ResDonsibilitv Statement

The Directors hereby certify:-

(i) that in the preparation of the accounts for 2014- 15, 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. Declaration by Independent Directors

Independent directors i.e. Shri S.S. Sengar 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. Audit Committee

The Audit Committee comprises of Shri D. N. Singh (Chairman), Shri Surjeet Lai, Managing Director and Shri Shailendra Singh Sengar, Director. Two of them are independent. All the members of the committee are financially literate and the Chairman Shri D. N. Singh, an independent director, is having wide experience of industry and has passed Intermediate (Group I) of ICWA.

7. Vigil Mechanism

Smt. Kulvinder Kaur, Deputy Manager, HR Department is in-charge of the vigilance matters in the company. All the employees/directors of the Company can report their genuine concerns to her and she will take guidance from the Audit Committee and in this matter report to the Board of Directors through the Audit Committee.

8. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors has been constituted by the Board of Directors and comprises of Shri S.S Senger (Chairman), Shri D.N Singh and Ms Nishi Arora in accordance with the provisions of Section 178 of the Companies Act, 2013.

9. Reservation and Qualification on Statutory Audit Report and Secretarial Audit Report

There is no qualification, reservation or adverse remark or disclaimer of the statutory auditor/secretarial auditor to which a reply is needed from the Board. The corporate guarantee forRs. 7.25 crores given to State Bank of India for facilities to Aryavrat Projects and Developers Pvt. Ltd was duly given on 5.11.2013 under the Companies Act, 1956.

10. Particulars of Loan & Investment Under Section 186

The company has complied with the provisions of Section 186 of Companies Act, 2013 in relation to loans, investments & guarantee given by the Company during the year.

11. Particulars of Contract and Arrangement Under Section 188

There were no contracts or arrangements with related parties during the year 2014-15 except dealings in the nature of current accounts with Som Distilleries Private Limited, a company under same management, as detailed in the notes to the accounts for 2014-15. These dealings were arms length transactions.

12. Reserves

The Directors recommend transfer of Rs. 10.82 crores to general reserves from the profits of the year.

13. Dividend

Directors have recommend for the year 2014-15, a dividend of Rs. 1.5 on each share of Rs.10(i.e. 15%) on all the 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

14. 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. 2,41.23.029

Outgo : Rs. 1,69,53,767

15. Risk Management

The company constituted a Risk Management Committee in terms of Clause 49 of Listing Agreement consisting of Shri. Surjeet Lai and Ms. Nishi Arora. Details of risk management policy are yet to be cristalized in writing.

16. Corporate Social Responsibility

The Board constituted a corporate social responsibility committee in terms of section 135 of the Companies Act 2013 consisting of Shri Deena Nath Singh (Chairman), Shri S.S. Sengar and Smt. Nishi Arora. In respect of CSR Policy, the Board decided that at present the CSR activities of the company shall be through Asha Mohan Foundation which is a registered society engaged in the education of children at Sehatganj for the last more than ten years and has been established by the promoters of this company The CSR Committee shall monitor the CSR expenditure of the company through Asha Mohan Foundation and shall 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 of the society. In respect of the year, 2014-15, a report under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached in Annexure II.

17. 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 2014-15 in terms of section 204 of the Companies Act, 2013. The secretarial audit report issued by them is attached herewith as Annexure III.

18. Directors/ CFO/ Internal Auditor

Ms. Nishi Arora was appointed as an Independent Director with effect from 14.11.2014. The Board welcomes her on the Board of Directors.

Shri Rajesh Dubey was appointed as Chief Financial Officer of the company with effect from 14.11.2014.

Shri Sourabh Tandon was appointed as Internal Auditor of the company with effect from 14.11.2014 *

19. Auditors

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 22nd Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

20. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, and National Stock Exchange of India, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report as Annexures IV and V.

21. 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 was no employee getting salary in excess of that mentioned in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information/ratios about employees/directors as required under Rule 5(1) of those Rules are attached as Annexure VI.

22. Acknowledgments

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 SURJEET LAL

Dated: 27.07.2015 CHAIRMAN AND MANAGING DIRECTOR




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31st March 2014.

1. WORKING RESULTS

The summarized working results for the year are as under: -

Particulars 2013-14 2012-13

Sales & Other Income 192.13 205.12

EBIDTA 30.30 32.05

Depreciation 4.81 4.63

Profit for the year 25.48 27.42

Provision of Tax 5.18 9.63

Prof it after Tax 20.30 17.79

We are pleased to state that your company does not have any long term secured debt outstanding on its books. The Company has been managing its cycle of debtors and creditors very well with minimal requirement of working capital. There was no change in the nature of business of the company during the year

2. DIRECTORS

There was no change in the constitution of the Board of Directors during the year 2013-14.

3. DIVIDEND

Directors recommend for the year 2013-14, dividend of Re.1.50 (i.e.15%) on each share of Rs. 10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting totaling to a payment of Rs. 4,12,83,600.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 21 st Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

a) Directors responsibility statement.

The Directors hereby certify:-

i) that in the preparation of the accounts for 2013-2014, 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, 1956 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.

(b) Both the independent directors i.e. Shri S.S.Sengar and Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013.

(c) The Nomination and Remuneration Committee has been constituted recently. The Committee has not yet decided the various related issues such as policy on appointment of directors, remuneration of directors etc. In any case, no new appointment of Director has been made and no director is at present paid any remuneration.

(d) In terms of Section 217(1 )(e) of the Companies Act, 1956 and the rules made there under, 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. 1,12,67,830

OUTGO : Rs. 59,70,774

(e) The company has not given any loans or guarantees or made any investment except business related advances as in note (16) of the balance sheet.

(f) Smt. Priyanka Gupta resigned as Company Secretary and was relieved on 21.3.2014 and Shri Mayank Singh Bhadauria was appointed as Company Secretary from 22.03.2014.

(g) The company does not have any holding or subsidiary company or joint venture or Associate Company.(h) The company has not so far accepted any deposits.

(i) There is no qualification, reservation or adverse remark or disclaimer of the auditor to which a reply is needed from the Board.

(j) There are no contracts or arrangements with related parties.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, and National Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. ACKNOWLEDGMENTS

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.

For and on behalf of the Board of Directors

Place: Bhopal SURJEETLAL Date : 22.08.2014 Chairman and Managing Director


Mar 31, 2012

To, The members of Som Distilleries & Breweries Ltd.

The Directors have pleasure in presenting the 19th Annual Report of your Company for the year ended on 31st March 2012.

1. Working Results

The summarized working results for the year are as under:

2011-12 2010-11 Rs. crores Rs. crores

Gross Sales & Other Income 205.30 182.70

Depreciation 3.60 2.99

Profit for the year 25.48 21.69

Provision of Tax 10.24 6.55

Profit after Tax 15.24 15.14

Thus, the sales and profit were higher compared with the previous years' figures.

2. Directors

There was no change in the constitution of the Board of Directors during the year 2011-12.

3. Dividend

Directors recommend for the year 2011-12, dividend of Re.1.00 (i.e.10%) on each share of Rs.10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

4. Auditors

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. Statutory Information

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-A is not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings : Rs. 5,03,10,784

Outgo : Rs. 1,20,72,881

(d) Directors Responsibility Statement The Directors hereby certify

i) that in the preparation of the accounts for 2011-2012, the applicable accounting standards have been followed.

ii) that accounting policies have been stated in Note No. 2 to the Accounts. The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2012 and of the Profit of the Company for 2011-2012.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities.

iv) that the directors prepared the annual accounts on a going concern basis

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. Acknowledgments

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.

For and on behalf of the Board of Directors

Place: Bhopal Surjeet Lal

Dated: 3rd September 2012 Chairman and Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company for the year ended on 31st March 2011.

1. WORKING RESULTS

During the year 2010-2011 the factory produced 39602 KL of Beer and 3236 KL of IMFL compared with 27152 KL of Beer and 1011 KL of IMFL during the year 2009-2010. .

The summarized working results for the year are as under:-

2010-11 2009-10 Rs. lakhs Rs.lakhs

Sales & Other Income 18389.04 10522.79

Depreciation 298.87 186.89

Profit for the year 2169.06 1025.29

Provision of Tax 655.08 190.77

Profit after Tax 1513.98 834.52

It will be seen that the production and sales were substantially higher. Higher installed capacity and good demand for the products of the company enabled it to achieve much better results.

2. DIRECTORS:

There was no change in the constitution of the Board of Directors during the year 2010-11

3. DIVIDEND

Directors recommend for the year 2010-11, dividend of Re.0.75 (i.e.7.5%) on each share of Rs.10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 18th Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-A is not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings: Rs.2,19,06,290 Imports: Rs. 75,57,404

(d) Directors Responsibility Statement , The Directors hereby certify:-

i) that in the preparation of the accounts for 2010-2011, the applicable accounting standards have been followed.

ii) that accounting policies have been stated in Schedule L to the Accounts.

The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2011 and of the Profit of the Company for 2010-2011.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities.

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

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. 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.

For and on behalf of the Board of Directors

Place: Bhopal SURJEET LAL

Date : 03.09.2011 Chairman and Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of your Company for the year ended on 31st March 2010.

1. WORKING RESULTS

During the year 2009-2010 the factory produced 27152 KL of Beer and 10 KL of IMFL compared with 15417 KL of Beer and 1231 KL of IMFL during tl year 2008-2009. The summarized working results for the year are as under: -

2009-10 2008-09 (Rs. In lacs) (Rs. In lacs)

Sales & Other Income 10522.79 7308.84

Depreciation 186.89 182.82

Profit / (Loss) for the year 1025.29 684.10

Provision of Tax 190.77 32.01

Profit / (Loss) after Tax 834.52 652.09 The demand for the products of the company and therefore the sales were higher resulting in higher profit.

2. DIRECTORS:

The Board of Directors consists of the following.

S.No Name Designation Date of appointment Director 19.05.1993

01 Shri Surjeet Lal Chairman/Managing Director 21.03.2009

Shri Shailendra 02 Singh Sengar Director 30.03.2006

03 Shri Deenanath Director 30.03.2006

04 Shri Guru Darshan Director 21.03.2009 Arora

3. DIVIDEND

Directors recommend, for the year 2009-10, dividend of Rs. 0.50 (i.e. 5%) on each share of Rs. 10 on 27522400 equity shares payable to share holders on the date of the Annual General Meeting, proportionate for the period of holding in respect of shares allotted during the year.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 17th Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-Ais not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings: Rs.80,50,961

Imports :Rs. 101,06,164

(d) Directors Responsibility Statement The Directors hereby certify:

i) that in the preparation of the accounts for 2009-2010, the applicable accounting standards have been followed

ii) that accounting policies have been stated in Schedule K to the Accounts. The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2010 and of the Profit of the Company for 2009 -2010

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities

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

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors

PLACE: BHOPAL SURJEETLAL

DATED: 1st September 2010 CHAIRMANAND MANAGING DIRECTOR



 
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