Directors Report of G M Breweries Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 41st Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.

1. Financial Results:

The summary of the Company’s financial results for the financial year ended March 31, 2024 is furnished below:

Â		Â	(Rs. Lakhs)
Â	Particulars	March 31, 2024	March 31, 2023	Â
Â	Gross Sales	2,41,530.23	2,32,574.01	Â
Â	Less: State Excise, VAT & TCS	1,80,007.19	1,73,223.44	Â
Â	Net Sales	61,523.04	59,350.57	Â
Â	Other Income	8,033.32	2,046.82	Â
Â	Total	69,556.36	61,397.39	Â
Â	Profit before depreciation , Exceptional item & taxation	18,734.62	13,742.91	Â
Â	Less: Depreciation	613.41	581.37	Â
Â	Less: Provision for taxation	2,969.08	3,175.06	Â
Â	Profit after taxation	15,152.13	9,986.48	Â

During the year, the revenue from operations (net of excise duty) stood at Rs. 61,523.04 (in Lakhs) as compared to Rs. 59,350.57 (in Lakhs) financial year ended March 31, 2023.

An amount of Rs.15,152.13 Lakhs is proposed to be retained in the statement of Profit & Loss.

2.    OPERATIONAL REVIEW:

Gross revenues increased to Rs. 2,41,530.23 Lakhs, against Rs.2,32,574.01 Lakhs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 18,734.62 Lakhs against Rs. 13,742.91 Lakhs in the previous year. After providing for depreciation and taxation of Rs. 613.41Lakhs and Rs. 2,969.08 Lakhs respectively, the net profit of the Company for the year under review was placed at Rs.15,152.13 Lakhs as against Rs.9,986.48 Lakhs in the previous year.

3.    DIVIDEND & DIVIDEND POLICY

The Board has recommended final dividend at the rate 70% for the year ended March 31, 2024 i.e. Rs.7/- per equity shares of Rs. 10/-each fully paid up equity shares out of net profits for the year. (Last year Rs. 6/- Per equity shares of Rs. 10 each). The Dividend of 70 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 1279.43 lakhs to the company.

The Board does not propose to transfer any amount to General Reserve.

In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted Dividend Distribution Policy of the Company. The policy is annexed to this report as Annexure 1 and can also be accessed at https://www.gmbreweries.com/company-policies.htm.

4.    ISSUE OF BONUS SHARES:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting issue of bonus shares in the ratio of 1 : 4 i.e. one new fully paid equity share of Rs. 10 for every four equity shares of Rs.10 held in the company. The bonus issue if approved at the forth coming Annual General Meeting, will result in capitalization of profit & loss account to the extent of Rs. 4,56,93,850/-.

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5.    SHARE CAPITAL:

As on March 31, 2024, the Company has authorized share capital of Rs. 7000 Lakhs consisting of Rs.6000 Lakhs Equity Share Capital comprising 6,00,00,000 equity shares of Rs.10/- each and Rs.1000 Lakh Unclassified shares comprising 1,00,00,000 shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company is Rs.1827.75 Lakh divided into 1,82,77,538 fully paid up Equity Share of Rs.10/- each.

The Company has neither issued any shares through differential voting rights nor issued any sweat equity shares during the year.

6.    SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary / Joint Ventures /Associate Companies during the year under review. Hence, details for the same are not required to be mentioned.

7.    ANNUAL RETURN

Pursuant to Section 134(3) of the Act, the annual return of the company has been placed on the website of the company and can be accessed at https://www.gmbreweries.com/general-disclosure.htm

8.    DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)

As of the date of this report, the Board of Directors of the Company comprises of 8 (Eight) members with 3 (three) Executive Director and 5 (Five) Non Executive Independent Directors.

Change in constitution of Board of Directors

The Independent Directors Mr. Dilip Diwan and Mr. Paresh Trivedi will be completing two terms of five year each in May 2024. Due to regulatory requirements, they will not be eligible for reappointment for a period of three years.

The Board would like to place on record its sincerest appreciation and gratitude for the exemplary service rendered by Mr. Dilip Diwan & Mr. Paresh Trivedi towards the development and growth of the company.

Appointment/Resignation

During the FY 23-24, Mrs. Shilpa Rathi resigned with effect from August 21, 2023 as Company Secretary of the Company and Mr. Sandeep Kutchhi was appointed as Vice President Finance & Company Secretary with effect from August 28, 2023.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mrs. Jyoti Almeida (DIN:00112031) and Mr. Kiran Parashare (DIN: 06587810 ) are liable to retire by rotation at the ensuing Annual General Meeting. Both these Directors being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Brief profiles of aforesaid directors are given in the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Sl.No.	Name	Designation
1	Mr. Jimmy Almeida	Managing Director
2	Mrs. Jyoti Almeida	Whole Time Director
3	Mr. Kiran Parashare	Whole Time Director
4	Mr. S.Swaminathan	Chief Financial Officer
5	Mr. Sandeep Kutchhi	Vice President finance & Company Secretary

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Declaration from Independent Director

All Independent Directors have furnished requsite declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct and Ethics.

9.    DIRECTORS’ RESPONSIBILITY STATEMENT

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 for the financial year ended March 31, 2024, 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 as at March 31, 2024 and of the profit or loss of the Company for the year ended on that date.

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 for the financial year ended March 31, 2024 on a going concern basis.

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

10.    NUMBER OF MEETINGS OF THE BOARD

During the FY 2023-24, Four (4) Meetings of the Board of Directors of the Company were convened and held. The particulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form part of this Annual Report as Annexure 6.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted from time to time.

11.    PERFORMANCE EVALUATION OF BOARD

In accordance with the provisions of the Act and the Listing Regulations, the Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, the Committees of the Board and the individual directors including Chairman.

The Board of Directors has evaluated the performance of Independent Directors during the year 2023-24 and expressed their satisfaction with the evaluation process.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking into account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

12.    AUDIT COMMITTEE

In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as

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prescribed by the Board from time to time. Details of the composition, attendance at its meetings and other details have been furnished as a part of the Corporate Governance Report. There have not been any instances during the year under review, where the recommendations of the Committee were not accepted by the Board.

13.    NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination Remuneration Committee (NRC) of the Board is in place and the composition of NRC, attendance at its meeting and other details have been provided as part of the Corporate Governance.

In terms of provision of Section 178(3) of the Act read with rules framed there under and the SEBI Listing Regulations, the Board has adopted the Nomination, Remuneration and Evaluation Policy based on the recommendations made by the NRC. The salient features of this policy are outlined in the Corporate Governance Report and the policy is made available on the Company’s website at https://www.gmbreweries.com/company-policies.htm.

The details of the remuneration received by the Directors from the Company have been disclosed in the Corporate Governance Report.

14.    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 are given in the notes to the financial statements.

15.    RELATED PARTY TRANSACTIONS :

All transactions with related parties, including agreement/contracts entered into during FY23-24 were at arm’s length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company’s Policy on Related Party Transactions.

There are no particulars to be furnished in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule framed thereunder in respect of the related party transactions falling under the preview of Section 188(1) of the Act during the year under review. Refer Note No. 31 of the Financial Statement for disclosure on related party transactions.

16.    INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT :

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.

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.

17.    AUDITORS AND AUDITORS’ REPORT STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting held on May 24, 2022 approved the appointment of M/s. V. P Mehta & Company, Chartered Accountants (FRN: 106326W) as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 39th AGM until the conclusion of the 44th AGM to be held in 2027.

No frauds have been reported by the Statutory Auditors during the Financial Year 2023-2024 pursuant to the provisions of Section 143(12) of the Act.

The Reports given by M/s. V. P Mehta & Company, Chartered Accountants on the Financial Statements of the Company for FY 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

The details relating to fees paid to the Statutory Auditors are given in the Note No. 35 of the Financial Statements. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Ms. Kala Agarwal, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2024 is annexed herewith and marked as “Annexure-2” to this Report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit Report.

18.    DEPOSIT

There were no outstanding deposits within the meaning of Section 73 & 74 of the Act read with Rules framed thereunder, at the end of FY 23-24 or the previous financial year.

During the year under review, the Company has not accepted or renewed any deposits from the public.

19.    PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 are set out in Annexure 3 to this report.

20.    RISK MANAGEMENT

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a business risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

21.    VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instances 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.

22.    PARTICULARS OF EMPLOYEES    ^

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as “Annexure 4”.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to share holders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

23.    CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this report as Annexure 5. The Policy is available on the website of the Company at https://www.gmbreweries. com/company-policies.htm.

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty and promotion of education. 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 and other activities as part of the CSR initiative.

24.    DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

25.    DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company in order to prevent and redress complaints of Sexual Harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported to the Committee during the year under review.

26.    SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

27.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the operations of the Company, as required under the Regulation 34(2) of the SEBI (LODR) Regulations,2015 is provided in a separate section and forms an integral part of Annual Report.

28.    CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report for the year ended March31, 2023 along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure -6”.

29.    DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS

The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Tradingby Insiders (“PIT v    i

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Policy”) for connected persons,designated persons and the insiders (collectivelythe “Insiders”) as defined under the

SEBI(Prohibition of Insider Trading) Regulations, 2015(“PIT Regulations”). The Policy provides adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading.

The aforementioned policy is available on the website of the Company at https://www.gmbreweries.com/company-policies.htm.

30.    TRANSFER OF UNCLAIMED DIVIDEND/SHARES/UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In respect of the dividend declared for the previous financial years Rs. 66,85,532 remained unclaimed as on March 31, 2024. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund (“IEPF”). Accordingly, an amount of Rs.6,60,125 (Rupees Six Lakh Sixty Thousand One Hundred and Twenty five Only) being dividend for the financial year 2015-16 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2023-24 to the IEPF.

Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been uploaded on the website of the Company, accessible at https://www.gmbreweries.com/investor-factsheet.htm

31.    BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 5.5.2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. The Company is pleased to present its 2nd Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 which is part of this Annual Report.

32.    FINANCE:

Cash and cash equivalents as at March 31, 2024 was Rs.104.49 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.

33.    OTHER DISCLOSURE

During the year under review, there has been no Material change in the nature of business of the Company.

There are no significant or material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., March 31, 2024 and as on the date of this Board’s Report.

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company’s operations in future.

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at the end of the Financial Year 2023-24.

34.    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 cooperation and assistance.

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Mar 31, 2019

The Directors have pleasure in presenting their 36th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2019.

Financial Results:

(Rs. Lacs)

Particulars	March 31, 2019	March 31, 2018
Gross Sales	1,70,461.34	1,60,516.05
Less: State Excise & VAT	1,24,060.49	1,17,928.12
Net Sales	46,400.85	42,587.93
Other Income	1,373.51	972.36
Total	47,774.36	43,560.29
Profit before depreciation, Exceptional item & taxation	13,053.23	11,727.55
Less: Depreciation	733.07	598.71
Less: Provision for taxation	4,089.84	3,838.95
Profit after taxation	8,230.32	7,289.89

An amount of Rs. 8,230.32 Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 1,70,461.34 Lacs, a growth of around 6.20% against Rs. 1,60,516.05 Lacs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 13,053.23 lacs against Rs. 11,727.55 Lacs in the previous year. After providing for depreciation and taxation of Rs. 733.07 Lacs & Rs. 4,089.84 Lacs respectively, the net profit of the Company for the year under review was placed at Rs.8,230.32 Lacs as against Rs. 7,289.89 lacs in the previous year.

In spite of tough market conditions, and increased prices of rectified spirit through out the year, company could achieve higher sales and increase in profits during the year.

DIVIDEND:

Y our directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 30% (at the rate of 30% in the previous year). The Dividend of 30%, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 548.33 lacs to the company in addition to Rs. 112.73 lacs by way of dividend distribution tax.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2019 was Rs.1827.75 Lakhs during the year under review.

FINANCE:

Cash and cash equivalents as at March 31, 2019 was Rs.51.66 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 are 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. 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 and other activities 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 same has not been submitted.

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.

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

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 under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, Nomination & 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 Nomination & 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.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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 account 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions, including agreements/contracts, 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 instances 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 highest 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:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new Code for 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.

AUDITORS:

The Company’s statutory auditors, M/s. Priti V. Mehta & Company, Chartered Accountants were appointed as statutory auditors of the company for a period of five consecutive years at the annual general meeting of the members held on May 18, 2017. Their appointment was subject to ratification by members at every subsequent Annual General Meeting held after the AGM held on May 18, 2017.

Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (Amendment)Act, 2017 effective from May 07, 2018 the requirement of seeking ratification of the members for the appointment of statutory auditors has been withdrawn from the statute.

In view of the above, ratification of members for continuance of their appointment at this Annual General Meeting is not being sought.

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 M/s. 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”

ANNUAL RETURN:

The annual return of the company has been placed on the website of the company and can be accessed at www.gmbreweries.com

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the year 2018-2019

Name & Designation of the Director	Remuneration (Amount Rs. in Lakhs)	Ratio to Median remuneration
Shri. Jimmy Almeida- CMD	150.00	46.29
Smt. Jyoti Almeida- Executive Director	60.00	18.52
Shri. Kiran Parashare- Executive Director	18.00	5.55
Shri. Paresh Trivedi- Independent Director	1.00	Not Applicable as only sitting fees is paid to him during the year
Shri. Dilip Diwan- Independent Director	1.00	Not Applicable as only sitting fees is paid to him during the year
Shri. Shantilal Haria- Independent Director	0.80	Not Applicable as only sitting fees is paid to him during the year

2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if any in the financial year 2018-19 compared to 2017-18

Name & Designation of the Director, CFO, CEO, and CS	Remuneration for the year ended 2018-19 (Rs. in Lakhs)	Remuneration for the year ended 2017-18 (Rs. in Lakhs)	% Change
Shri. Jimmy Almeida- CMD	150.00	132.00	13.64
Smt. Jyoti Almeida- Executive Director	60.00	60.00	Nil
Shri. Kiran Parashare- Executive Director	18.00	18.00	Nil
Shri. Paresh Trivedi- Independent Director	1.00	0.80	25.00
Shri. Dilip Diwan- Independent Director	1.00	0.80	25.00
Shri. Shantilal Haria- Independent Director	0.80	0.80	Nil
Shri. S. Swaminathan-CFO	21.72	18.51	17.34
Shri. Sandeep Kutchhi-CS	16.75	13.00	28.85

3. The median remuneration of the employees has increased by 7.82% in 2018-19 as compared to 2017-18.

4. Number of permanent employees on the rolls of the company.

Financial Year	Number of permanent employees on the rolls of the company
2018-19	176
2017-18	171

5. Explanation on the relationship between average increase in remuneration and the company performance

The company s overall turnover increased by 6.20% while the increase in the median remuneration was 7.82%. However, the company is paying fixed remuneration to the individuals based on the responsibility and position and the company has no policy of paying incentive/ bonus based on company’s performance.

6. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not Applicable.

7. Key parameter for any variable component of remuneration availed by the director - Not Applicable as no variable remuneration is paid.

8. We affirm that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

9. Market capitalization & Price Earnings ratio details are as under

Particulars	As on March 31, 2019	As on March 31, 2018
Price Earnings Ratio	14.34	19.68
Market Capitalisation (Rs. In Crores)	1190.32	1433.54
Net worth of the company (Rs. In Crores)	366.82	291.28

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 under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 cooperation and assistance.

For and on behalf of the

Board of Directors

Mumbai Jimmy Almeida

April 04, 2019 Chairman & Managing Director

---

Mar 31, 2018

DIRECTORS’ REPORT TO THE MEMBERS

The Directors have pleasure in presenting their 35th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2018.

First year of implementation of Indian Accounting Standards (Ind AS):

This is the first year of implementation of the Indian Accounting Standards (Ind AS). The standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.

Financial Results:

(Rs. Lacs)

Particulars	March31, 2018	March 31, 2017
Gross Sales	1,60,516.05	1,35,664.84
Less: State Excise & VAT	1,17,928.12	98,143.68
Net Sales	42,587.93	37,521.16
Other Income	972.36	396.54
Total	43,560.29	37,917.70
Profit before depreciation , Exceptional item & taxation	11,727.55	7,266.85
Less: Depreciation	598.71	567.45
Add: Exceptional item	Nil	Nil
Less: Provision for taxation	3,838.95	2,335.71
Profit after taxation	7,289.89	4,363.69

An amount of Rs.7,289.89 Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 1,60,516.05 Lacs, a growth of around 18.32% against Rs. 1,35,664.84 Lacs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 11,727.55 lacs against Rs. 7,266.85 Lacs in the previous year. After providing for depreciation and taxation of Rs. 598.71 Lacs & Rs. 3,838.95 Lacs respectively, the net profit of the Company for the year under review was placed at Rs.7,289.89 Lacs as against Rs. 4,363.69 lacs in the previous year.

The rise in the revenues as well as margins were due to multiple factors such as higher realization for the company’s products, moderate prices of main raw material i.e. Rectified Spirit as well as packing materials throughout the year and also on account of pruning down of all other expenditure by the company.

DIVIDEND:

Your directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 30 % (at the rate of 30% in the previous year). The Dividend of 30 %, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 438.66 lacs to the company in addition to Rs.89.32 lacs by way of dividend distribution tax.

ISSUE OF BONUS SHARES:

Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting issue of bonus shares in the ratio of 1: 4 i.e. one new fully paid equity share of Rs.10 for every four equity shares of Rs.10 held in the company. The bonus issue if approved at the forth coming Annual General Meeting, will result in capitalization of profit & loss account to the extent of Rs. 3,65,55,070/-.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs.1462.20 Lakhs during the year under review.

FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs.205.04 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 the company are 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 and other activities as part of the CSR initiative.

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

CNSERVATION 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 same has not been submitted.

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.

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.

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 under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, 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, Nomination & 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 Nomination & 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 four 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.

DIRECTOR’S RESPONSIBILITY STATEMENT:

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 account 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, including agreements/contracts, 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 / behaviors 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:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursant thereto, the Company has formulated and adopted a new Code for 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’s 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.

AUDITORS:

The Board of Directors in their meeting held on April 05, 2018 has proposed to ratify the appointment of M/s. Priti. V. Mehta & Company, Chartered Accountants as auditors of the company for a period one year from the conclusion of this annual general meeting till the conclusion of 36th annual general meeting.

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 M/s. 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 & under regulation 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, 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.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the year 2017-2018

Name & Designation of the Director	Remuneration (Amount Rs. in Lakhs)	Ratio to Median remuneration
Shri. Jimmy Almeida- CMD	132.00	46.01
Smt. Jyoti Almeida- Executive Director	60.00	20.91
Shri. Kiran Parashare- Executive Director	18.00	6.27
Shri. Paresh Trivedi- Independent Director	0.80	Not Applicable as only sitting fees is paid during the year
Shri. Dilip Diwan- Independent Director	0.80	Not Applicable as only sitting fees is paid during the year
Shri. Shantilal Haria- Independent Director	0.80	Not Applicable as only sitting fees is paid during the year

2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if any in the financial year 2017-18 compared to 2016-17

Name & Designation of the Director, CFO, CEO, and CS	Remuneration for the year ended 2017-18 (Rs.in Lakhs)	Remuneration for the year ended 2016-17 (Rs.in Lakhs)	% Change
Shri. Jimmy Almeida- CMD	132.00	132.00	Nil
Smt. Jyoti Almeida- Executive Director	60.00	60.00	Nil
Shri. Kiran Parashare- Executive Director	18.00	18.00	Nil
Shri. Paresh Trivedi- Independent Director	0.80	0.80	Nil
Shri. Dilip Diwan- Independent Director	0.80	0.80	Nil
Shri. Shantilal Haria- Independent Director	0.80	1.00	(20.00)
Shri. S. Swaminathan-CFO	18.51	16.26	13.84
Shri. Sandeep Kutchhi-CS	13.00	10.50	23.81

3. The median remuneration of the employees has increased by 9.55% in 2017-18 as compared to 2016-17.

4. Number of permanent employees on the rolls of the company

Financial Year	Number of permanent employees on the rolls of the company
2017-18	171
2016-17	159

5. Explanation on the relationship between average increase in remuneration and the company’s performance

The company’s overall turnover increased by 18.32% while the increase in the median remuneration was 9.55%. However, the company is paying fixed remuneration to the individuals based on the responsibility and position and the company has no policy of paying incentive/ bonus based on company’s performance.

6. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not Applicable.

7. Key parameter for any variable component of remuneration availed by the director - Not Applicable as no variable remuneration is paid.

8. We affirm that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

9. Market capitalization & Price Earnings ratio details are as under

Particulars	As on March 31, 2018	As on March 31, 2017
Price Earnings Ratio	19.68	15.49
Market Capitalisation (Rs. In Crores)	1433.54	680.29
Net worth of the company (Rs. In Crores)	291.28	219.61

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 under various regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

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 cooperation and assistance.

For and on behalf of the Board of Directors

Mumbai Jimmy Almeida

April 05, 2018 Chairman & Managing Director

---

Mar 31, 2017

DIRECTORS'' REPORT TO THE MEMBERS

The Directors have pleasure in presenting their 34th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2017.

Financial Results:

(Rs. Lacs)

Particulars	March 31, 2017	March 31, 2016
Gross Sales	1,35,665.07	1,25,803.83
Less: State Excise & Vat	98,143.91	89,846.38
Net Sales	37,521.16	35,957.45
Other Income	395.87	614.69
Total	37,917.03	36,572.14
Profit before depreciation , Exceptional item & taxation	7,266.18	8,984.06
Less: Depreciation	532.63	541.32
Add: Exceptional item	Nil	336.46
Less: Provision for taxation	2,342.44	2,948.15
Profit after taxation	4,391.11	5,831.05
Add: Balance brought forward from previous year	10,870.65	5,691.58
Surplus available for appropriation	15,261.76	11,522.63
Appropriations
General Reserves	300.00	300.00
Proposed Dividend	438.66	292.44
Tax on Dividend	89.32	59.54
Capitalised during the year	174.44	Nil
Balance carried to Balance sheet	14,259.34	10,870.65
Total	15,261.76	11,522.63

The company proposes to transfer an amount of Rs.300 lakhs to the General Reserves and an amount of Rs.14, 259.34 Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 1, 35,665.07 Lacs, a growth of around 7.84 % against Rs. 1, 25,803.83 Lacs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 7,266.18 lacs against Rs. 8,984.06 Lacs in the previous year. After providing for depreciation and taxation of Rs. 532.63 Lacs & Rs. 2,342.44 Lacs respectively, the net profit of the Company for the year under review was placed at Rs.4, 391.11 Lacs as against Rs. 5831.05 lacs in the previous year.

In spite of adverse market conditions that prevailed almost during the entire year, the company has managed to achieve an increase of 7.84% in gross sales in terms of value and a marginal increase of 2.6% in terms of volume. However, the profit after tax during the year under review had dropped by 24.69% which was primarily due to very high levels of raw material and packing material prices throughout the year.

DIVIDEND:

In spite of drop in profits compared to previous year, your directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 30 % (at the rate of 25% in the previous year). The Dividend of 30 %, if approved at the forthcoming Annual General Meeting, will result in the out flow of Rs. 438.66 lacs to the company in addition to Rs.89.32 lacs by way of dividend distribution tax.

SHARE CAPITAL:

The paid up equity capital of the company as on March 31, 2017 was Rs.1462.20 Lakhs compared to Rs. 1169.76 Lakhs as on March 31, 2016. The increase in paid up equity capital was due to issue of bonus shares in the ratio of 1:4.

FINANCE:

Cash and cash equivalents as at March 31, 2017 was Rs.3, 069.01 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 are 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 and other activities 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 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 same has not been submitted.

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.

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

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 under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, 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, Nomination & 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 Nomination & 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.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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 account 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 systems to ensure compliance with the provisions of all applicable laws and that such systems 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 / behaviors 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 behavior 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:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursant thereto, the Company has formulated and adopted a new Code for 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 the 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. AUDITORS:

The Auditors M/s.V. P. Mehta & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting. The Board of Directors in their meeting held on April 06, 2017 has proposed the appointment of M/s. Priti.V.Mehta & Company, Chartered Accountants as auditors of the company for a period five years from the conclusion of this annual general meeting till the conclusion of 39th annual general meeting.

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 M/s. 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 & under regulation 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, 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.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the year 2016-2017

Name & Designation of the Director	Remuneration (Amount Rs. in Lakhs)	Ratio to Median remuneration
Shri. Jimmy Almeida- CMD	132.00	49.04
Smt. Jyoti Almeida- Executive Director	60.00	22.29
Shri. Kiran Parashare- Executive Director	18.00	6.69
Shri. Paresh Trivedi- Independent Director	0.80	Not Applicable as only sitting fees is paid to him during the year
Shri. Dilip Diwan- Independent Director	0.80	Not Applicable as only sitting fees is paid to him during the year
Shri. Shantilal Haria- Independent Director	1.00	Not Applicable as only sitting fees is paid to him during the year

2. The percentage increase in remuneration of each Director, CEO, CFO, CS or manager if any in the financial year 2016-17 compared to 2015-16

Name & Designation of the Director, CEO, CFO and CS	Remuneration for the year ended 2016-17 (Rs.in Lakhs)	Remuneration for the year ended 2015-16 (Rs.in Lakhs)	% Change
Shri. Jimmy Almeida- CMD	132.00	132.00	Nil
Smt. Jyoti Almeida- Executive Director	60.00	60.00	Nil
Shri. Kiran Parashare- Executive Director	18.00	01.00	1700
Shri. Paresh Trivedi- Independent Director	0.80	00.60	33.33
Shri. Dilip Diwan- Independent Director	0.80	01.00	-20
Shri. Shantilal Haria- Independent Director	1.00	00.20	400
Shri. S. Swaminathan-CFO	16.26	15.25	6.62
Shri. Sandeep Kutchhi-CS	10.50	09.00	16.67

3. The median remuneration of the employees has increased by 30.74 % in 2016-17 as compared to 2015-16.

4. Number of permanent employees on the rolls of the company

Financial Year	Number of permanent employees on the rolls of the company
2016-17	159
2015-16	165

5. Explanation on the relationship between average increase in remuneration and the company performance

The company’s overall turnover increased by 7.84% while the increase in the median remuneration was 30.74%. However, the company is paying fixed remuneration to the individuals based on the responsibility and position and the company has no policy of paying incentive/ bonus based on company''s performance.

6. Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not Applicable.

7. Key parameter for any variable component of remuneration availed by the director - Not Applicable as no variable remuneration is paid.

8. We affirm that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.

9. Market capitalization & Price Earnings ratio details are as under

Particulars	As on March 31, 2017	As on March 31, 2016
Price Earnings Ratio	15.49	18.61
Market Capitalisation (Rs. In Crores)	680.29	1084.66
Net worth of the company (Rs. In Crores)	219.61	180.98

/-\

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 under various regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

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 cooperation and assistance.

For and on behalf of the Board of Directors

Mumbai Jimmy Almeida

April 06, 2017 Chairman & Managing Director

---

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