Mar 31, 2023
To The Members of United Breweries Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of United Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
(a) As described in Note 40, the Company has evaluated the carrying value of the property, plant and equipment aggregating to INR 8,797 lakhs based on fair value less cost of disposal after considering its contractual rights under the BIADA Act, pending the outcome of special leave petition filed by the Bihar State Government before the Honourable Supreme Court of India.
(b) As described in Note 33 (a), the NCLAT dismissed the appeals filed by the Company and the appellants contesting Competition Commission of India (CCI) Order relating to contravention of Section 3 of the Competition Act and levy of penalty of Rs. 75,183 Lakhs. The Company filed an appeal against the NCLAT order before the Supreme Court of India on January 30, 2023. The Supreme Court issued an order on February 17, 2023 and granted stay on the recovery proceedings. The Management of the Company has represented that the Company has a strong case on merits supported by external legal advice. Pending outcome of the matter, the Company is not in position to reliably estimate, the obligation relating to penalties, if any. Accordingly, no provision has been recorded in the books of account and amount is disclosed as contingent liability.
Our opinion is not modified in respect of the aforesaid matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. No. |
Key Audit Matter |
Auditor''s Response |
1. |
Evaluation of provisions and contingencies towards taxes and other litigations (Refer Notes 2.1 (v), 8, 16 and 33 to the standalone financial statements) The Company has material disputes with respect to direct tax, indirect tax and competition law matters which involves significant judgment to determine the possible outcome of these disputes. Therefore, we have considered these as a key audit matter. |
Principal Audit Procedures Our audit procedures relating to the evaluation of the outcome of direct tax, indirect tax and competition law matters included the following, among others: (1) We have obtained an understanding of the processes with respect to (i) recognition of provision, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations. (2) We have tested the effectiveness of controls over (i) recognition of provisions, (ii) disclosure of contingencies and (iii) ensuring completeness of litigations. (3) We read correspondences between the Company and the various authorities and where applicable, the opinions from external advisors and evaluated the reasonableness of the estimate in relation to the possible outcome of the disputed matters based on applicable laws and judicial precedence by involving our internal specialists, as needed. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Board''s Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to standalone financial statements.
g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 33 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of it''s knowledge and belief, as disclosed in the note
42(v) to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the note 42(vi) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
As stated in note 14 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Chartered Accountants
(Firm''s Registration No. 008072S)
Partner
Place: Bengaluru (Membership No. 110128)
Date: May 04, 2023 UDIN: 23110128BGRDES6779
Mar 31, 2022
To the Members of United Breweries Limited
Report on the Audit of the Standalone Financial StatementsOpinion
We have audited the accompanying standalone financial statements of United Breweries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2022, the Standalone Statement of Profit and Loss, including the Standalone Statement of Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
We draw attention to below mentioned notes to the accompanying standalone financial statements:
(a) Note 35(a) which more fully describes the matter pertaining to the levy of a penalty of Rs 75,183 Lakhs on the Company, vide Order issued by the Competition Commission of India (CCI) for alleged contravention of the provisions of section 3 of the Competition Act, 2002. Based on advice of external legal experts, the Company is of the view that it has strong case on merits, there exists uncertainty relating to the final outcome in this matter, which is dependent on judicial proceedings; and that it is not in a position to reliably estimate the final obligation relating to penalties, if any. Accordingly, no provision has been recorded in the books of account; and
(b) Note 42 which more fully describes the uncertainty relating to the outcome of special leave petition filed by the Bihar State Government before the Honourable Supreme Court of India and the consequential impact thereof.
Our opinion is not modified in respect of aforesaid matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
Key audit matters |
How our audit addressed the key audit matter |
Revenue from sale of products (as described in Note 2.1(d), (v) and 21 of the standalone financial statements) |
|
Revenue from sale of products is recognised when control of products has been transferred to the customer and there is no unfulfilled obligation that could affect the customer''s acceptance of the products. Revenue from sale of products is measured at the fair value of the consideration received or receivable, net of returns and allowances, discounts and incentives. At year end, amounts of discounts and incentives that have been incurred and not yet issued to customers are estimated and accrued. Significant judgement is required in estimating accruals relating to discounts and incentives recognised in relation to sales made during the year. |
Our procedures included the following: ⢠Assessed the Company''s revenue recognition accounting policy for sale of products, including those relating to discounts and incentives. ⢠Understood, evaluated and tested on sample basis the design and operating effectiveness of key internal controls over recognition and measurement of revenue, discounts, and incentives. ⢠Performed test of details on a sample basis and inspected the underlying accounting documents relating to sales and accrual of discounts and incentives. ⢠Tested on a sample basis, sales transactions near year end date as well as credit notes issued to customers after the year end date. ⢠Obtained an understanding of and evaluated underlying data used in management assessment of estimates relating to discounts and incentives. ⢠Performed analytical procedures on revenue, discounts and incentives. ⢠Assessed the disclosures in the standalone financial statements in respect of revenue, discounts and incentives for compliance with disclosure requirements. |
Provision for trade receivables (as described in Note 2.1(v), 10 and 40(b) of the standalone financial statements) |
|
Trade receivable balances represent significant portion of the total assets as at March 31, 2022. Trade receivables include dues from state government corporations, distributors, retailers and contract manufacturing units. The Company records expected credit loss for unsecured trade receivables based on management estimates. Timing of collection of dues from customers may differ from the contractual credit period. Significant judgment is involved in management estimates of the amounts unlikely to be ultimately collected. |
Our procedures included the following: ⢠Understood, evaluated and tested on a sample basis the design and operating effectiveness of internal controls over trade receivables. ⢠Performed audit procedures on existence of trade receivables, which included reading and comparing balance confirmations with books of account, testing subsequent receipts and testing sales transactions on a sample basis. ⢠Evaluated the assumptions used by management to calculate the expected credit loss for trade receivables through audit procedures which included analysis of ageing, past trend of bad debts write-off. ⢠Assessed the disclosures in the standalone financial statements for compliance with disclosure requirements. |
Key audit matters (continued) |
How our audit addressed the key audit matter |
Tax contingencies and provisions (as described in Note 2.1(v), 17 and 35(b) of the standalone financial statements) |
|
The Company has received income tax demand orders and notices relating to transfer pricing, disallowance of certain expenses, etc. and has also received indirect tax demand orders and notices, which are under litigation. The Company is contesting these demands and has made provision where the outflow of resources embodying economic benefits is considered to be probable. Significant judgement and estimates are required to assess uncertain income tax/other indirect tax positions and impact of these litigations on the financial position, results of operations and cash flows. |
Our procedures included the following: ⢠Obtained an understanding of the Company''s process with respect to completeness and recognition of tax contingencies and provisions. ⢠Read the confirmations, on sample basis, from the Company''s external legal counsel on tax litigations and evaluated the independence, objectivity and competency of the Company''s specialists involved. ⢠Read relevant tax laws and discussed with the management, to understand the underlying matters in the demand orders / notices and basis for management judgement and estimates. ⢠Included tax specialists in our team to perform an evaluation of assumptions used by the management and relevant judgements passed by the authorities, including the interpretation of the relevant tax laws. ⢠Assessed the related disclosures in the standalone financial statements for compliance with disclosure requirements. |
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the director''s report and the corporate governance report but does not include the standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2022 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Standalone Statement of Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The matter described in paragraph (a) of Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of section 164(2) of the Act;
(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate report in "Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31,2022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and
(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 17, 35 and 42 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediary"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiary") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary;
(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Party"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiary") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary; and
(c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year pertaining to dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 14 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aditya Vikram Bhauwala
Partner
Membership Number: 208382
Unique Document Identification Number (UDIN): 22208382AHUZLC2609
Bengaluru
Mar 31, 2021
Report on the Audit of the Standalone Ind AS Financial Statements Opinion
We have audited the accompanying standalone Ind AS financial statements of United Breweries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2021, the Standalone Statement of Profit and Loss, including the Standalone Statement of Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
We draw attention to below mentioned notes to the accompanying standalone Ind AS financial statements:
(a) Note 44 which describes management''s assessment of the impact of COVID-19 pandemic on the Company''s operations and carrying values of assets as at March 31, 2021;
(b) Note 35(c) which more fully describes the uncertainty relating to the future outcome of investigation by the Competition Commission of India ("CCI"); and
(c) Note 43 which more fully describes the uncertainty relating to the outcome of special leave petition filed by the Bihar State Government before the Honourable Supreme Court of India and the consequential impact thereof.
Our opinion is not modified in respect of aforesaid matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2021. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the
standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.
Provision for trade receivables (as described in Note 2.1(w), 10 and 40(b) of the standalone Ind AS financial statements) |
|
Trade receivable balances represent significant portion of the total assets as at March 31, 2021. Trade receivables include dues from state government corporations, distributors, retailers and contract manufacturing units. The Company records expected credit loss for unsecured trade receivables based on management estimates. Timing of collection of dues from customers may differ from the contractual credit period. Significant judgment is involved in management estimates of the amounts unlikely to be ultimately collected. |
Our procedures included the following: ⢠Understood, evaluated and tested on a sample basis the design and operating effectiveness of internal controls over trade receivables. ⢠Performed audit procedures on existence of trade receivables, which included reading and comparing balance confirmations with books of account, testing subsequent receipts and testing sales transactions on a sample basis. ⢠Evaluated the assumptions used by management to calculate the expected credit loss for trade receivables through audit procedures which included analysis of ageing, past trend of bad debts write-off and understanding management''s estimate of possible impact arising from the COVID-19 pandemic. ⢠Assessed the disclosures in the standalone Ind AS financial statements for compliance with disclosure requirements. |
Key audit matters |
How our audit addressed the key audit matter |
Revenue from sale of products (as described in Note 2.1(d), (w) and 21 of the standalone Ind AS financial statements) |
|
Revenue from sale of products is recognised when control of products has been transferred to the customer and there is no unfulfilled obligation that could affect the customer''s acceptance of the products. Revenue from sale of products is measured at the fair value of the consideration received or receivable, net of returns and allowances, discounts and incentives. At year end, amounts of discounts and incentives that have been incurred and not yet issued to customers are estimated and accrued. Significant judgement is required in estimating accruals relating to discounts and incentives recognised in relation to sales made during the year. |
Our procedures included the following: ⢠Assessed the Company''s revenue recognition accounting policy for sale of products, including those relating to discounts and incentives. ⢠Understood, evaluated and tested on sample basis the design and operating effectiveness of key internal controls over recognition and measurement of revenue, discounts, and incentives. ⢠Performed test of details on a sample basis and inspected the underlying accounting documents relating to sales and accrual of discounts and incentives. ⢠Tested on a sample basis, sales transactions near year end date as well as credit notes issued to customers after the year end date. ⢠Obtained an understanding of and evaluated underlying data used in management assessment of estimates relating to discounts and incentives. ⢠Performed analytical procedures on revenue, discounts and incentives. ⢠Assessed the disclosures in the standalone Ind AS financial statements in respect of revenue, discounts and incentives for compliance with disclosure requirements. |
Tax contingencies and provisions (as described in Note 2.1(w), 17 and 35(a) of the standalone Ind AS financial statements) |
|
The Company has received income tax demand orders and notices relating to transfer pricing, disallowance of certain expenses, etc. and has also received indirect tax demand orders and notices, which are under litigation. The Company is contesting these demands and has made provision where the outflow of resources embodying economic benefits is considered to be probable. Significant judgement and estimates are required to assess uncertain income tax/other indirect tax positions and impact of these litigations on the financial position, results of operations and cash flows. |
Our procedures included the following: ⢠Obtained an understanding of the Company''s process with respect to completeness and recognition of tax contingencies and provisions. ⢠Read the confirmations, on sample basis, from the Company''s external legal counsel on tax litigations and evaluated the independence, objectivity and competency of the Company''s specialists involved. ⢠Read relevant tax laws and discussed with the management, to understand the underlying matters in the demand orders / notices and basis for management judgement and estimates. ⢠Included tax specialists in our team to perform an evaluation of assumptions used by the management and relevant judgements passed by the authorities, including the interpretation of the relevant tax laws. ⢠Assessed the related disclosures in the standalone Ind AS financial statements for compliance with disclosure requirements. |
The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the director''s report and the corporate governance report but does not include the standalone Ind AS financial statements and our auditor''s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
56 | United Breweries Limited
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Charged with Governance are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31,2021 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Standalone Statement of Other Comprehensive Income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) The matter described in paragraph (b) of Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;
(f) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of section 164(2) of the Act;
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31,2021 has been paid / provided by the Company to its whole-time directors in accordance with the provisions of section 197 read with Schedule V to the Act. Remuneration amounting to Rs. 285 Lakhs for the non-executive directors has been provided as per limits under Schedule V of the Act and is pending approval of the shareholders; and
(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 17, 35(a), 35(c) and 43 to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For S.R. Batliboi & Associates LLP Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aditya Vikram Bhauwala Partner
Membership Number: 208382
Unique Document Identification Number (UDIN): 21208382AAAABH5619
Place of signature: Bengaluru Date: April 27, 2021
Mar 31, 2018
Independent Auditor''s Report
To the Members of United Breweries Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of United Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter
We draw attention to Note 42 to the accompanying standalone Ind AS financial statements, which more fully describes the uncertainty relating to the outcome of special leave petition filed by the Bihar State Government before the Honorable Supreme Court of India and the consequential impact thereof. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with respect to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate report in "Annexure 2" to this report;
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 16 and 35 to the standalone Ind AS financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
ANNEXURE 1 TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS
FINANCIAL STATEMENTS OF UNITED BREWERIES LIMITED
Statement on the matters specified in paragraphs 3 and 4 of the companies (Auditor''s report) Order, 2016 ("the Order")
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) According to the information and explanations given by the management and confirmation from banks relating to title deeds of immovable properties mortgaged with the banks (refer Note 14 to the accompanying standalone Ind AS financial statements for details) for securing the borrowings raised by the Company, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company, except for 1 immovable property of 9.04 acres (forming part of land parcel of 23.87 acres with gross book value of Rs. 211 Lakhs) where registration of title deed is pending, 2 immovable properties aggregating to 1.8 acres (forming part of land parcel of 142.96 acres with gross book value of Rs. 4,309 Lakhs) for which title deeds are under dispute and pending resolution at the Civil Courts as at March 31, 2018 and 3 immovable properties aggregating to 106.80 acres (with gross book value of Rs. 1,696 Lakhs) for which title deeds are held in the name of erstwhile merged entities.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification. Inventories lying with outside parties have been confirmed by them as at March 31, 2018 and no material discrepancies were noticed in respect of such confirmations.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act"). Accordingly, the provisions of clause 3(iii)(a),(b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 186 of the Act in respect of investments made by the Company have been complied with. The Company has not advanced loans to directors / to a company in which the director is interested to which provisions of section 185 of the Act apply and has not given loans /guarantees/ provided security to which the provisions of section 186 of the Act apply and hence not commented upon.
(v) The Company has not accepted any deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148(1) of the Act, for the products/services of the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service
tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the statute |
Nature of the dues |
Amount (including interest and penalty) (Rs. in Lakhs) |
Payment under protest (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
The Income Tax Act, 1961 |
Income tax/tax deducted at source |
8,333 |
1,557 |
FY 2002-03 to 2009-10 and 2012-13 |
Income Tax Appellate Tribunal |
5,831 |
â |
FY 2013-14 |
Dispute Resolution Panel |
||
5,278 |
1,200 |
FY 2002-03 to 2010-11 |
Commissioner of Income Tax (Appeals) |
||
2,759 |
458 |
FY 2001-02 to 2009-10 |
High Court of Madras |
||
2,159 |
664 |
FY 2003-04 to 2008-09 |
High Court of Karnataka |
||
20 |
â |
FY 2007-08 to 2017-18 |
Commissioner of Income Tax (TDS) |
||
The Finance Act, 1994 |
Service tax |
7,220 |
â |
2004-05 to 2010-11 |
Customs, Excise and Service Tax Appellate Tribunal |
2,273 |
â |
2010-11 |
Commissioner of Service Tax, Bangalore |
||
2,192 |
96 |
2009-10 to 2011-12 |
Commissioner of Customs and Central Excise, Aurangabad |
||
1 |
â |
2012-13 to 2015-16 |
Deputy Commissioner (Audit) Central Excise, Customs & Service Tax |
||
The Central Excise Act, 1944 |
Excise duty/ disallowance of cenvat credit |
82 |
2010-11 to 2015-16 |
Commissioner of Customs, Central Excise & Service tax Appellate Tribunal |
|
67 |
9 |
2005-06 to 2007-08 and 2013-14 to 2014-15 |
Customs, Excise and Service Tax Appellate Tribunal |
||
28 |
2009-10 to 2015-16 |
Commissioner of Customs, Central Excise & Service tax (Appeals) |
|||
16 |
2010-11 to 2014-15 |
Commissioner of Central Excise, Customs & Service Tax, Aurangabad |
|||
The Central Excise Act, 1944 |
Excise duty/ disallowance of cenvat credit |
1 |
2007-08 |
Commissioner (Appeals) Central Excise, Chandigarh |
|
State Excise (various |
Excise duty, Storage and |
218 |
150 |
1999-00 to 2005-06 |
High Court of Karnataka |
statutes) |
privilege fee, etc. |
56 |
â |
2015-16 |
Deputy Commissioner, Guwahati |
Name of the statute |
Nature of the dues |
Amount (including interest and penalty) (Rs. in Lakhs) |
Payment under protest (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
State Excise |
43 |
13 |
1988-89 |
High Court of Calcutta |
|
(various statutes) (Contd.) |
38 |
38 |
2011-12 to 2015-16 |
High Court of Bombay at Goa |
|
36 |
â |
2000-01 to 2014-15 |
The Commissioner of Prohibition and Excise, Chennai |
||
19 |
5 |
2008-09 to 2012-13 |
High Court of Madhya Pradesh |
||
7 |
2 |
2013-14 |
Rajasthan Tax Board, Ajmer |
||
3 |
â |
2000-01 to 2003-04 |
Excise Commissioner, Karnataka |
||
Sales Tax (various statutes) |
Sales tax/Value added tax/Entry |
5,883 |
2,394 |
2001-02 to 2013-14 |
Rajasthan Tax Board, Ajmer |
tax |
2,722 |
6 |
2008-09 to 2012-13 |
Joint Commissioner of Commercial Taxes (Appeal), Maharashtra |
|
579 |
24 |
2012-13 |
The Appeal Authority, Commercial Taxes, Alwar |
||
461 |
â |
2014-15 |
Assistant Commercial Tax Officer, Ponda |
||
438 |
â |
2006-07 and 2007-08 |
The West Bengal Sales Tax Appellate and Revisional Board |
||
274 |
45 |
2006-07, 2009-10, 2012-13 and 2015-16 |
Karnataka Appellate Tribunal |
||
246 |
20 |
2010-11 to 2011-12 and 2013-14 |
Joint Commissioner of Commercial Taxes (Appeal), Bengaluru |
||
188 |
â |
2012-13 and 2013-14 |
The Joint Commissioner of Sales Tax |
||
186 |
118 |
2006-07 to 2008-09, 2011-12 to 2012-13 and 2014-15 to 2015-16 |
Joint Commissioner of Commercial Taxes (Appeal), Mangaluru |
||
92 |
â |
2008-09 to 2011-12 and 2013-14 |
Joint Commissioner of Commercial Taxes (Appeal), Patna |
||
84 |
â |
2007-08 to 2008-09 |
Supreme Court of India |
||
63 |
â |
2002-03 |
Jt. Excise and Taxation Commissioner (Appeals), Faridabad |
||
22 |
8 |
2003-04 and 2006-07 |
Maharashtra Sales Tax Tribunal |
||
21 |
â |
2011-12 to 2012-13 |
Commissioner of Commercial Taxes, Bihar |
||
17 |
2 |
2014-15 |
Additional Commissioner of Sales Tax, West Bengal |
Name of the statute |
Nature of the dues |
Amount (including interest and penalty) (Rs. in Lakhs) |
Payment under protest (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Sales Tax (various statutes) (Contd.) |
13 |
â |
2008-09 and 2011-12 |
The Commercial Taxes Tribunal, Bihar |
|
10 |
4 |
2005-06 to 2007-08 |
Sales Tax Appellate Tribunal, Andhra Pradesh |
||
7 |
2013-14 to 2014 -15 |
Additional Commissioner of Commercial taxes (Appeal), Berhampur |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to financial institution or banks. The Company did not have loans or borrowings from government or any outstanding dues in respect of debenture holders during the year.
(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of term loans were applied for the purposes for which loans were obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable, and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Act.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
ANNEXURE 2 TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF UNITED BREWERIES LIMITED
Report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of United Breweries Limited ("the Company") as of March 31, 2018, in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements.
Meaning of Internal Financial Controls Over Financial Reporting with Reference to these Standalone Ind AS Financial Statements
A company''s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting with Reference to these Standalone Ind AS Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements to future periods are subject to the risk that the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Mahendra Jain
Partner
Membership Number: 205839
Place of signature: Bengaluru
Date: May 24, 2018
Mar 31, 2017
Independent Auditor''s Report
To the Members of United Breweries Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of United Breweries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Ind AS Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Emphasis of Matter
We draw attention to Note 42 to the accompanying standalone Ind AS financial statements, which more fully describes the decision made by the Bihar State Government for not renewing brewery license from the financial year 2017-18
Independent Auditor''s Report contd.
and the uncertainty relating to the outcome of special leave petition filed by the Bihar State Government before the Honorable Supreme Court of India. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2" to this report;
(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 16 and 35 to the standalone Ind AS financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
iv. The Company has not provided certain requisite disclosure in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Consequently, we are unable to obtain sufficient and appropriate audit evidence to report whether such disclosure is in accordance with books of account maintained by the Company and as produced to us by the management - Refer Note 10 to the standalone Ind AS financial statements.
ANNEXURE 1 TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS
Financial STATEMENTS OF UNITED BREWERIES LIMITED
Statement on the matters specified in paragraphs 3 and 4 of the companies (Auditor''s report) Order, 2016 (âthe Orderâ)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) According to the information and explanations given by the management and confirmation from banks relating to title deeds of immovable properties mortgaged with the banks (refer Note 14 to the accompanying standalone Ind AS financial statements for details) for securing the borrowings raised by the Company, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company, except for 1 immovable property of 9.04 acres (forming part of land parcel of 23.87 acres with gross book value of Rs. 211 Lakhs) where registration of title deed is pending, 2 immovable properties aggregating to 1.8 acres (forming part of land parcel of 142.96 acres with gross book value of Rs. 4,309 Lakhs) for which title deeds are under dispute and pending resolution at the Civil Courts as at March 31, 2017, 4 immovable properties aggregating to 181.63 acres (with gross book value of Rs. 1,754 Lakhs) for which title deeds are held in the name of erstwhile merged entities and 1 immovable property aggregating to 14.39 acres (with gross book value of Rs. 1,590 Lakhs) for which title deed is held in the name of transferor and is pending to be registered in the name of the Company.
(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act"). Accordingly, the provisions of clause 3(iii)(a),(b) and (c) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, provisions of section 186 of the Act in respect of investments made by the Company have been complied with. The Company has not advanced loans to directors / to a company in which the director is interested to which provisions of section 185 of the Act apply and has not given loans /guarantees/ provided security to which the provisions of section 186 of the Act apply and hence not commented upon.
(v) The Company has not accepted any deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148(1) of the Act, for the products/services of the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service
tax, duty of custom, duty of excise, value added tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities, though there have been serious delays in a large number of cases in deposit of service tax dues on government services.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of income tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:
Name of the statute |
Nature of the dues |
Amount (including interest and penalty) (Rs. in Lakhs) |
Payment under protest (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
The Income Tax Act, 1961 |
Income tax/ tax deducted at |
14,613 |
1,633 |
FY 2002-03 and 2011-12 |
Commissioner of Income Tax (Appeals) |
source |
4,850 |
â |
FY 2012-13 |
Dispute Resolution Panel |
|
2,678 |
713 |
FY 2002-03 to 2009-10 |
Income Tax Appellate Tribunal |
||
2,445 |
458 |
FY 2001-02 to 2009-10 |
High Court of Madras |
||
2,159 |
219 |
FY 2003-04 to 2008-09 |
High Court of Karnataka |
||
69 |
46 |
FY 2009-10 |
High Court of Andhra Pradesh and Telengana |
||
15 |
â |
FY 2007-08 to 2016-17 |
Commissioner of Income Tax (TDS) |
||
The Finance Act, 1994 |
Service tax |
7,220 |
â |
2004-05 to 2010-11 |
Customs, Excise and Service Tax Appellate Tribunal |
2,273 |
â |
2010-11 |
Commissioner of Service Tax, Bangalore |
||
2,192 |
96 |
2009-10 to 2011-12 |
Commissioner of Customs and Central Excise, Aurangabad |
||
1 |
2012-13 to 2015-16 |
Deputy Commissioner (Audit) Central Excise, Customs & Service Tax |
|||
The Central Excise Act, |
Excise duty/ disallowance of |
96 |
â |
2009-10 to 2015-16 |
The Commissioner (Appeals) |
1944 |
cenvat credit |
67 |
9 |
2005-06 to 2007-08 and 2013-14 to 2014-15 |
Customs, Excise and Service Tax Appellate Tribunal |
16 |
2010-11 to 2014-15 |
Commissioner of Central Excise, Customs & Service Tax, Aurangabad |
|||
12 |
2014-15 and 2015-16 |
Commissioner of Customs, Central Excise & Service Tax (Appeals) |
|||
11 |
â |
2014-15 |
The Commissioner (Appeals) Central Excise, Jaipur |
||
1 |
â |
2007-08 |
Commissioner (Appeals) Central Excise, Chandigarh |
Name of the statute |
Nature of the dues |
Amount (including interest and penalty) (Rs. in Lakhs) |
Payment under protest (Rs. in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
State Excise (various statutes) |
Excise duty, Storage and privilege fee, etc. |
218 |
150 |
1999-00 to 2005-06 |
High Court of Karnataka |
141 |
2000-01 to 2014-15 |
The Commissioner of Prohibition and Excise, Chennai |
|||
43 |
13 |
1988-89 |
High Court of Calcutta |
||
38 |
â |
2011-12 to 2015-16 |
High Court of Bombay at Goa |
||
19 |
5 |
2009-10 to 2012-13 |
High Court of Madhya Pradesh |
||
7 |
2 |
2013-14 |
Rajasthan Tax Board, Ajmer |
||
3 |
â |
2000-01 to 2003-04 |
Excise Commissioner, Karnataka |
||
Sales Tax (various statutes) |
Sales tax/ Value added tax/ Entry tax |
3,001 |
1,245 |
2001-02 to 2013-14 |
Rajasthan Tax Board, Ajmer |
579 |
24 |
2012-13 |
The Appeal Authority, Commercial Taxes, Alwar |
||
438 |
2006-07 and 2007-08 |
The West Bengal Sales Tax Appellate and Revisional Board |
|||
426 |
â |
2006-07 to 2013-14 |
Supreme Court of India |
||
353 |
â |
2010-11 |
Deputy Commissioner of Commercial Taxes, Dhanbad |
||
188 |
â |
2012-13 and 2013-14 |
The Joint Commissioner of Sales Tax |
||
71 |
â |
2013-14 |
Assistant Commissioner of Commercial Taxes, Patna |
||
69 |
6 |
2008-09 to 2010-11 |
Joint Commissioner of Sales Tax (Appeals), Maharashtra |
||
63 |
2002-03 |
Jt. Excise and Taxation Commissioner (Appeals), Faridabad |
|||
51 |
2008-09 to 2011-12 |
Joint Commissioner of Commercial Taxes (Appeal), Patna |
|||
26 |
â |
2011-12 to 2012-13 |
Commissioner of Commercial Taxes, Bihar |
||
22 |
8 |
2003-04 and 2006-07 |
Maharashtra Sales Tax Tribunal |
||
10 |
4 |
2005-06 to 2007-08 |
Sales Tax Appellate Tribunal, Andhra Pradesh |
||
5 |
â |
2011-12 |
Commercial Tax Tribunal, Bihar |
||
3 |
â |
2008-09 |
The Commercial Taxes Tribunal, Bihar |
(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to a financial institution or bank or government. The Company did not have any outstanding dues in respect of debenture holders during the year.
(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of term loans were applied for the purposes for which loans were obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and hence not commented upon.
(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Act, where applicable, and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.
(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Act.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applica4le to the Company.
ANNEXURE 2 TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS Financial STATEMENTS OF UNITED BREWERIES LIMITED
Report on the Internal Financial controls under clause (i) of sub-section 3 of section 143 of the companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of United Breweries Limited ("the Company") as of March 31, 2017, in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor''s Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting.
Meaning of Internal Financial controls Over Financial Reporting
A company''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Mahendra Jain
Partner
Membership Number: 205839
Place of signature: Bengaluru
Date: May 17, 2017
Mar 31, 2016
We Have Audited The Accompanying Standalone Financial Statements Of
United Breweries Limited ("The Company"), Which Comprises The Balance
Sheet As At March 31, 2016, The Statement Of Profit And Loss, The Cash
Flow Statement For The Year Then Ended, And A Summary Of Significant
Accounting Policies And Other Explanatory Information.
Management''s Responsibility For The Financial Statements
The Company''s Board Of Directors Is Responsible For The Matters Stated
In Section 134(5) Of The Companies Act, 2013 ("The Act") With Respect
To The Preparation Of These Standalone Financial Statements That Give A
True And Fair View Of The Financial Position, Financial Performance And
Cash Flows Of The Company In Accordance With Accounting Principles
Generally Accepted In India, Including The Accounting Standards
Specified Under Section 133 Of The Act, Read With Rule 7 Of The
Companies (Accounts) Rules, 2014. This Responsibility Also Includes
Maintenance Of Adequate Accounting Records In Accordance With The
Provisions Of The Act For Safeguarding Of The Assets Of The Company And
For Preventing And Detecting Frauds And Other Irregularities; Selection
And Application Of Appropriate Accounting Policies; Making Judgments
And Estimates That Are Reasonable And Prudent; And The Design,
Implementation And Maintenance Of Adequate Internal Financial Control,
That Were Operating Effectively For Ensuring The Accuracy And
Completeness Of The Accounting Records, Relevant To The Preparation And
Presentation Of The Financial Statements That Give A True And Fair View
And Are Free From Material Misstatement, Whether Due To Fraud Or Error.
Auditor''s Responsibility
Our Responsibility Is To Express An Opinion On These Standalone
Financial Statements Based On Our Audit. We Have Taken Into Account The
Provisions Of The Act, The Accounting And Auditing Standards And
Matters Which Are Required To Be Included In The Audit Report Under The
Provisions Of The Act And The Rules Made Thereunder. We Conducted Our
Audit In Accordance With The Standards On Auditing, Issued By The
Institute Of Chartered Accountants Of India, As Specified Under Section
143(10) Of The Act. Those Standards Require That We Comply With Ethical
Requirements And Plan And Perform The Audit To Obtain Reasonable
Assurance About Whether The Financial Statements Are Free From Material
Misstatement.
An Audit Involves Performing Procedures To Obtain Audit Evidence About
The Amounts And Disclosures In The Financial Statements. The Procedures
Selected Depend On The Auditor''s Judgment, Including The Assessment Of
The Risks Of Material Misstatement Of The Financial Statements, Whether
Due To Fraud Or Error. In Making Those Risk Assessments, The Auditor
Considers Internal Financial Control Relevant To The Company''s
Preparation Of The Financial Statements That Give A True And Fair View
In Order To Design Audit Procedures That Are Appropriate In The
Circumstances. An Audit Also Includes Evaluating The Appropriateness Of
Accounting Policies Used And The Reasonableness Of The Accounting
Estimates Made By The Company''s Directors, As Well As Evaluating The
Overall Presentation Of The Financial Statements. We Believe That The
Audit Evidence We Have Obtained Is Sufficient And Appropriate To
Provide A Basis For Our Audit Opinion On The Standalone Financial
Statements.
Opinion
In Our Opinion And To The Best Of Our Information And According To The
Explanations Given To Us, The Standalone Financial Statements Give The
Information Required By The Act In The Manner So Required And Give A
True And Fair View In Conformity With The Accounting Principles
Generally Accepted In India, Of The State Of Affairs Of The Company As
At March 31, 2016, Its Profit, And Its Cash Flows For The Year Ended On
That Date.
Emphasis Of Matter
We Draw Attention To Note 37 To The Accompanying Standalone Financial
Statements, Which More Fully Describes The Uncertainty Related To The
Outcome Of Writ Petition Fled By The Company With The Honourable High
Court At Patna, In Relation To Ban Imposed By The Bihar State
Government On Trade And Consumption Of Foreign Liquor In The State Of
Bihar With Effect From April 5, 2016. Pending Final Disposal Of The
Petition, No Adjustments Are Considered Necessary In These Financial
Statements. Our Opinion Is Not Qualified In Respect Of This Matter.
Report On Other Legal And Regulatory Requirements
1. As Required By The Companies (Auditor''s Report) Order, 2016 ("The
Order") Issued By The Central Government Of India In Terms Of
Sub-Section (11) Of Section 143 Of The Act, We Give In "Annexure 1" A
Statement On The Matters Specified In Paragraphs 3 And 4 Of The Order.
2. As Required By Section 143(3) Of The Act, We Report That:
(A) We Have Sought And Obtained All The Information And Explanations
Which To The Best Of Our Knowledge And Belief Were Necessary For The
Purpose Of Our Audit;
(B) In Our Opinion, Proper Books Of Account As Required By Law Have
Been Kept By The Company So Far As It Appears From Our Examination Of
Those Books;
(C) The Balance Sheet, Statement Of Profit And Loss, And Cash Flow
Statement Dealt With By This Report Are In Agreement With The Books Of
Account;
(D) In Our Opinion, The Aforesaid Standalone Financial Statements
Comply With The Accounting Standards Specified Under Section 133 Of The
Act, Read With Rule 7 Of The Companies (Accounts) Rules, 2014;
(E) On The Basis Of Written Representations Received From The Directors
As On March 31, 2016, And Taken On Record By The Board Of Directors,
None Of The Directors Is Disqualified As On March 31, 2016, From Being
Appointed As A Director In Terms Of Section 164(2) Of The Act;
(F) With Respect To The Adequacy Of The Internal Financial Controls
Over Financial Reporting Of The Company And The Operating Effectiveness
Of Such Controls, Refer To Our Separate Report In "Annexure 2" To This
Report;
(G) With Respect To The Other Matters To Be Included In The Auditor''s
Report In Accordance With Rule 11 Of The Companies (Audit And Auditors)
Rules, 2014, In Our Opinion And To The Best Of Our Information And
According To The Explanations Given To Us:
i. The Company Has Disclosed The Impact Of Pending Litigations On Its
Financial Position In Its Financial Statements - Refer Note 7 And 19 To
The Financial Statements;
ii. The Company Has Made Provision, As Required Under The Applicable
Law Or Accounting Standards, For Material Foreseeable Losses, If Any,
On Long-Term Contracts Including Derivative Contracts - Refer Note 7 To
The Financial Statements;
iii. There Has Been No Delay In Transferring Amounts, Required To Be
Transferred, To The Investor Education And Protection Fund By The
Company.
Annexure 1 TO THE Independent Auditor''s Report OF Even Date On THE
Standalone Financial Statements OF United Breweries Limited
Statement On The Matters Specified In Paragraphs 3 And 4 Of The
Companies (Auditor''s Report) Order, 2016 ("The Order")
(i) (A) The Company Has Maintained Proper Records Showing Full
Particulars, Including Quantitative Details And Situation Of Fixed
Assets.
(B) All Fixed Assets Have Not Been Physically Verified By The
Management During The Year But There Is A Regular Programme Of
Verification Which, In Our Opinion, Is Reasonable Having Regard To The
Size Of The Company And The Nature Of Its Assets. No Material
Discrepancies Were Noticed On Such Verification.
(C) According To The Information And Explanations Given By The
Management And Confirmation From Banks Relating To Title Deeds Of
Immovable Properties Mortgaged With The Banks (Refer Note 5 To The
Accompanying Standalone Financial Statements For Details) For Securing
The Borrowings Raised By The Company, The Title Deeds Of Immovable
Properties Included In Fixed Assets Are Held In The Name Of The
Company, Except For 1 Immovable Property Of 9.04 Acres (Forming Part Of
Land Parcel Of 23.87 Acres With Gross Book Value Of Rs. 211 Lakhs)
Where Registration Of Title Deed Is Pending, 2 Immovable Properties
Aggregating To 1.8 Acres (Forming Part Of Land Parcel Of 142.96 Acres
With Gross Book Value Of Rs. 4,309 Lakhs) For Which Titles Are Under
Dispute And Pending Resolution At The Civil Courts As At March 31, 2016
And 4 Immovable Properties Aggregating To 181.63 Acres (With Gross Book
Value Of Rs. 1,754 Lakhs) For Which Title Deeds Are Held In The Name Of
Erstwhile Merged Entities.
(ii) The Inventory (Excluding Inventories With Outside Parties) Has
Been Physically Verified By The Management During The Year. In Our
Opinion, The Frequency Of Verification Is Reasonable. Inventories Lying
With Outside Parties Have Been Confirmed By Them As At Year End And No
Material Discrepancies Were Noticed In Respect Of Such Confirmations.
(iii) According To The Information And Explanations Given To Us, The
Company Has Not Granted Any Loans, Secured Or Unsecured To Companies,
Firms, Limited Liability Partnerships Or Other Parties Covered In The
Register Maintained Under Section 189 Of The Companies Act, 2013 ("The
Act"). Accordingly, The Provisions Of Clause 3(Iii)(A),(B) And (C) Of
The Order Are Not Applicable To The Company And Hence Not Commented
Upon.
(iv) In Our Opinion And According To The Information And Explanations
Given To Us, Provisions Of Section 186 Of The Act In Respect Of
Investments Made By The Company Have Been Complied With. The Company
Has Not Advanced Loans To Directors / To A Company In Which The
Director Is Interested To Which Provisions Of Section 185 Of The Act
Apply And Has Not Given Loans /Guarantees/ Provided Security To Which
The Provisions Of Section 186 Of The Act Apply And Hence Not Commented
Upon.
(v) The Company Has Not Accepted Any Deposits From The PUBLIC.
(vi) To The Best Of Our Knowledge And As Explained, The Central
Government Has Not Specified The Maintenance Of Cost Records Under
Section 148(1) Of The Act, For The Products/Services Of The Company.
(vii) (A) Undisputed Statutory Dues Including Provident Fund,
Employees'' State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty Of
Custom, Duty Of Excise, Value Added Tax, Cess And Other Material
Statutory Dues Have Generally Been Regularly Deposited With The
Appropriate Authorities.
(B) According To The Information And Explanations Given To Us, No
Undisputed Amounts Payable In Respect Of Provident Fund, Employees''
State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty Of Custom,
Duty Of Excise, Value Added Tax, Cess And Other Material Statutory Dues
Were Outstanding, At The Year End, For A Period Of More Than Six Months
From The Date They Became Payable.
(C) According To The Records Of The Company, The Dues Outstanding Of
Income Tax, Sales-Tax, Service Tax, Duty Of Custom, Duty Of Excise,
Value Added Tax And Cess On Account Of Any Dispute, Are As Follows:
Name Of The Nature Of The Amount Payment Under
Statute Dues (Including Protest
Interest And (Rs. In Lakhs)
Penalty)
(Rs. In Lakhs)
The Income Tax Income Tax/ 15,704 1,333
Act, 1961 Tax Deducted At
Source 114 -
4,859 924
2,445 458
69 46
19 19
The Finance Act, Service Tax 2,192 96
1994
2,273 -
7,220 -
The Central Excise Excise Duty/ 1 -
Act, 1944 Disallowance Of
Cenvat 16 -
Credit
9 9
State Excise Storage And 3 -
(Various Statutes) Privilege Fees,
Excise Duty, Etc. 2 2
218 150
43 13
19 5
Sales Tax (Various Sales Tax/Value 3,114 -
Statutes) Added Tax/Entry
tax 3,001 1,245
353 -
71 -
Sales Tax Sales Tax/Value 69 6
(Various Added Tax/
Statutes) Entry Tax
63 -
51 -
26 -
22 8
10 4
5 -
3 -
426 -
Name of the
Statute Period To Which Forum Where
The Amount Relates Dispute Is Pending
The Income Tax
Act, 1961 FY 2002-03 And Commissioner Of Income Tax
2011-12 (Appeals)
FY 2012-13 To Commissioner Of Income Tax
2014-15 (TDS)
FY 2002-03 To Income Tax Appellate Tribunal
2009-10
FY 2001-02 To High Court Of Madras
2009-10
FY 2009-10 High Court Of Andhra Pradesh
And Telengana
FY 2003-04 High Court Of Karnataka
The Finance
Act,1994 2009-10 To Commissioner Of Customs And
2011-12 Central Excise, Aurangabad
2010-11 Commissioner Of Service Tax,
Bangalore
2004-05 To Customs, Excise And Service
2010-11 Tax Appellate Tribunal
The Central
Excise 2007-08 Commissioner (Appeals)
Central Excise, Chandigarh
2010-11 To Commissioner Of Central
2014-15 Excise, Customs & Service
Tax, Aurangabad
2005-06 To Customs, Excise And Service
2007-08 Tax Appellate Tribunal
State Excise 2000-01 To Excise Commissioner,
2003-04 Karnataka
2013-14 Rajasthan Tax Board, Ajmer
1999-00 To High Court Of Karnataka
2005-06
1988-89 High Court Of Calcutta
2009-10 To High Court Of Madhya Pradesh
2012-13
Sales Tax 2007-08 Department Of Trade And
Taxes, New Delhi
2001-02 To Rajasthan Tax Board, Ajmer
2013-14
2010-11 Deputy Commissioner Of
Commercial Taxes, Dhanbad
2013-14 Assistant Commissioner Of
Commercial Taxes, Patna
Sales Tax 2008-09 To Joint Commissioner
2010-11 Of Sales Tax (Appeals),
Maharashtra
2002-03 Jt. Excise And Taxation
Commissioner (Appeals),
Faridabad
2008-09 To Joint Commissioner Of
2011-12 Commercial Taxes (Appeal),Patna
2011-12 To Commissioner Of
2012-13 Commercial Taxes, Bihar
2003-04 And Maharashtra Sales Tax
2006-07 Tribunal
2005-06 To Sales Tax Appellate
2007-08 Tribunal, Andhra Pradesh
2011-12 Commercial Tax Tribunal, Bihar
2008-09 The Commercial Taxes
Tribunal, Bihar
2006-07 To Supreme Court Of India
2013-14
(viii) In Our Opinion And According To The Information And Explanations
Given By The Management, The Company Has Not Defaulted In Repayment Of
Dues To A Financial Institution Or Bank Or Government. The Company Did
Not Have Any Outstanding Dues In Respect Of Debenture Holders During
The Year.
(ix) In Our Opinion And According To Information And Explanations Given
By The Management, Monies Raised By The Company By Way Of Term Loans
Were Applied For The Purposes For Which Loans Were Obtained. The
Company Has Not Raised Any Money By Way Of Initial PUBLIC Offer Or
Further PUBLIC Offer (Including Debt Instruments) And Hence Not
Commented Upon.
(x) We Have Been Informed That An Employee Of The Company, Whose
Service Has Since Been Terminated, In Collusion With Certain Transport
Operators Had Inflated Freight Invoices Raised On The Company Resulting
In A Loss Of Rs. 88 Lakhs To The Company, As Estimated By The
Management. The Company Has Carried Out A Detailed Investigation In
Respect Of This Matter And Has Accordingly Recovered Rs. 49 Lakhs From
The Concerned Transport Operators.
(xi) According To The Information And Explanations Given By The
Management, The Managerial Remuneration Has Been Paid / Provided In
Accordance With The Requisite Approvals Mandated By The Provisions Of
Section 197 Read With Schedule V To The Act.
(xii) In Our Opinion, The Company Is Not A Nidhi Company. Therefore,
The Provisions Of Clause 3(Xii) Of The Order Are Not Applicable To The
Company And Hence Not Commented Upon.
(xiii) According To The Information And Explanations Given By The
Management, Transactions With The Related Parties Are In Compliance
With Section 177 And 188 Of Act, Where Applicable, And The Details Have
Been Disclosed In The Notes To The Financial Statements, As Required By
The Applicable Accounting Standards.
(xiv) According To The Information And Explanations Given To Us And On
An Overall Examination Of The Balance Sheet, The Company Has Not Made
Any Preferential Allotment Or Private Placement Of Shares Or Fully Or
Partly Convertible Debentures During The Year Under Review And Hence
Reporting Requirements Under Clause 3(Xiv) Are Not Applicable To The
Company And, Not Commented Upon.
(xv) According To The Information And Explanations Given By The
Management, The Company Has Not Entered Into Any Non-Cash Transactions
With Directors Or Persons Connected With Him As Referred To In Section
192 Of The Act.
(Xvi) According To The Information And Explanations Given To Us, The
Provisions Of Section 45-Ia Of The Reserve Bank Of India Act, 1934 Are
Not Applicable To The Company.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Per Mahendra Jain
Partner
Membership Number: 205839
Place Of Signature: Mumbai
Date: May 13, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
United Breweries Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company's
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the effectiveness of such
controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Company's Directors, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial
statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the standalone financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, its profit, and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure 1 a
statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of section 164(2) of the Act;
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note 7 and 19 to
the financial statements;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts - Refer Note 7 to
the financial statements;
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
Annexure 1 referred to in paragraph 1 under "Report on Other Legal and
Regulatory Requirements" of our report of even date
Re: United Breweries Limited ('the Company')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
(ii) (a) The inventory (excluding inventories with outside parties) has
been physically verified by the management during the year. In our
opinion, the frequency of verification is reasonable. Inventories lying
with outside parties have been confirmed by them as at year end.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory.
Discrepancies noted on physical verification of inventories were not
material, and have been properly dealt with in the books of account.
(iii) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
189 of the Act. Accordingly, the provisions of clause 3(iii)(a) and
(b) of the Order are not applicable to the Company and hence not
commented upon.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
certain items of inventories and fixed assets are of proprietary nature
for which alternative sources are not available to obtain comparable
quotations, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. However, the management of the Company is in the process of
further strengthening the documentation in respect of execution of
contracts and sales promotion expenses. During the course of our audit,
we have not observed any major weakness or continuing failure to
correct any major weakness in the internal control system of the
Company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records under
clause 148(1) of the Act, for the products/services of the Company.
(vii) (a) Undisputed statutory dues including provident fund, employees'
state insurance, income-tax, wealth-tax, sales-tax, service tax, customs
duty, excise duty, value added tax, cess and other material statutory
dues have generally been regularly deposited with the appropriate
authorities.
(b) According to the information and explanations given to us, no
undisputed dues in respect of provident fund, employees' state
insurance, income-tax, wealth-tax, sales-tax, service tax, customs
duty, excise duty, value added tax, cess and other material statutory
dues were outstanding, at the year end, for a period of more than six
months from the date they became payable.
(c) According to the records of the Company, the dues outstanding of
income tax, sales-tax, wealth tax, service tax, customs duty, excise
duty, value added tax and cess on account of any dispute, are as
follows:
Name Nature of the Amount Payment under
of the dues Rs. in Lakhs) protest
statute (Rs. in Lakhs)
The Income Disallowance of 515 Â
Tax Act, expenses
1961
5,162 1,333
5,136 1,240
19 19
20 Â
The Service tax 2,192 96
Finance
Act, 1994
2,273 Â
7,220 Â
The Disallowance of 1 Â
Central cenvat credit
Excise
Act, 1944
9 9
State Excise Storage and 43 13
(various privilege fees, 218 150
statutes) excise duty, etc.
3 Â
Sales Tax Sales tax/value 84 Â
(various added tax 51 Â
statutes)
63 Â
83 Â
10 4
3 Â
19 8
3,000 1,245
Name Nature of the Period to which the Forum where
of the dues amount is pending dispute
statute relates
The Income Disallowance of FY 2006-07 and Commissioner
Tax Act, expenses 2008-09 of Income
1961 Tax
FY 2002-03 to Commissioner
2010- 11 of Income
Tax (Appeals)
FY 2002-03 and Income Tax
2009-10 Appellate
Tribunal
FY 2003-04 High Court
of Karnataka
FY 2001-02 High Court
of Madras
The Service tax 2009-10 to Commissioner
Finance 2011- 12 of Customs
Act, 1994 and Central
Excise,
Aurangabad
2010-1 1 Commissioner
of Service
Tax, Bangalore
2004-05 to Customs,
2010-11 Excise and
Service Tax
Appellate
Tribunal
The Disallowance of 2007-08 Commissioner
Central cenvat credit (Appeals)
Central Excise,
Excise Chandigarh
Act, 1944
2005-06 to Customs, Excise
2007-08 and Service
Tax Appellate
Tribunal
State Storage and 1988-89 High Court
Excise privilege fees, 1999-00 of Calcutta
(various excise duty, to 2005-06 High Court
statutes) etc. of Karnataka
2000-01 to Excise
2003-04 Commissioner,
Karnataka
Sales Tax Sales tax/value 2007-08to High Court of
(various added tax 2008-09 Karnataka
statutes)
2008-09 Joint
to 2011-12 Commissioner
of Commercial
Taxes(Appeal),
Patna
2002-03 Jt. Excise and
Taxation
Commissioner
(Appeals),
Faridabad
2006-07 and Sales Tax
Appellate
2009-10 Tribunal,
Karnataka
2005-06 to Sales Tax
2007-08 Appellate
Tribunal,
Andhra Pradesh
2008-09 The Commercial
Taxes Tribunal,
Bihar
2003-04 Maharashtra
Sales Tax
Tribunal
2001-02 to Rajasthan Tax
2013-14 Board,
Ajmernd
(d) According to the information and explanations given to us, the
amount required to be transferred to investor education and protection
fund in accordance with the relevant provisions of the Companies Act,
1956 (1 of 1956) and rules made thereunder has been transferred to such
fund within time.
(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the current and
immediately preceding financial year.
(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank. The Company did not have any outstanding dues in
respect of debenture holders during the year.
(x) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xi) Based on information and explanations given to us by the
management, term loans were applied, on an overall basis, for the
purpose for which the loans were obtained, though idle/surplus funds
which were not required for immediate utilization have been gainfully
invested in liquid investments payable on demand. The maximum amount of
idle/surplus funds invested during the year was Rs. 10,000 Lakhs, of
which Rs. Nil was outstanding at the end of the year.
(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W
per Mahendra Jain
Partner
Membership Number: 205839
Place of signature: Bengaluru
Date: May 28, 2015
Mar 31, 2014
We have audited the accompanying financial statements of United
Breweries Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2014, and the Statement of profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the
Accounting Standards notifed under the Companies Act, 1956 ("the Act"),
read with General Circular 8/2014 dated April 4, 2014 issued by the
Ministry of Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is suffcient and appropriate to provide a
basis for our audit opinion.
A
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Companies Act, 1956 ("the Act") in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
(c) The Balance Sheet, Statement of profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, the Statement of profit and Loss,
and the Cash Flow Statement comply with the Accounting Standards
notifed under the Companies Act, 1956, read with General Circular
8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs;
(e) On the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualifed as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure referred to in paragraph 1 under "Report on Other Legal and
Regulatory Requirements" of our report of even date
Re: United Breweries Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets, except that location of coolers and dates of additions in
certain cases have not been maintained in an accurate manner
(b) All fixed assets have not been physically verifed by the management
during the year but there is a regular programme of verifcation which,
in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies were noticed on
such verifcation.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The inventory (excluding inventories with outside parties) has
been physically verifed by the management during the year. In our
opinion, the frequency of verifcation is reasonable. Inventories lying
with outside parties have been confirmed by them as at year end.
(b) The procedures of physical verifcation of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) The Company is maintaining proper records of inventory.
Discrepancies noted on physical verifcation of inventories were not
material, and have been properly dealt with in the books of account.
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the explanation that purchases of
items of inventories and certain fixed assets are of proprietary nature
for which alternative sources are not available to obtain comparable
quotations, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. However, the management of the Company is in the process of
further strengthening the Information Technology/ERP related internal
controls in respect of aforementioned areas, controls in respect of
recording of purchases, preparation of age analysis in respect of
inventories and receivables from contract brewing units, documentation
in respect of sales promotion expenses and credit notes against sales.
During the course of our audit, we have not observed any major weakness
or continuing failure to correct any major weakness in the internal
control system of the Company in respect of these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved and absence of any comparable prices, we are
unable to comment whether the transactions were made at prevailing
market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Act, and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the same.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been serious delays
in few cases in deposit of income tax, sales- tax, service tax,
octroi/entry tax and customs duty dues and slight delays in few cases
in deposit of provident fund and employees'' state insurance dues.
(b) According to the information and explanations given to us, no
undisputed dues in respect of provident fund, investor education and
protection fund, employees'' state insurance, income-tax, wealth-tax,
service tax, sales- tax, customs duty, excise duty, cess and other
material statutory dues were outstanding, at the year end, for a period
of more than six months from the date they become payable, except as
follows:
Nature of Amount Period to which the
Name of the statute the dues (Rs. in Lakhs) amount relates
Sales Tax
(various Sales tax/
value 18 2007-08 to
statutes) added tax 2009-10
3 2003-04
The Customs Act,
1962 Customs duty 167 1991-92 and
1998-99
The Mumbai
Municipal Octroi/
entry tax 867 2005-06 to
Corporation
Act, 1888 2013-14
Date of
Name of the statute Due date payment
Sales Tax (various statutes) Various dates Not paid
September 2010 Not paid
The Customs Act, 1962 Various dates Not paid
The Mumbai Municipal
Corporation Act, 1888 Various dates Not paid
(c) According to the records of the Company, the dues outstanding of
income tax, sales-tax, wealth tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
Payment under
Name of the Nature of Amount protest
statute the dues (Rs. in Lakhs) (Rs. in Lakhs)
The Income Tax Disallowance 11,000 1,927
Act, 1961 of expenses
1,000 Â
19 Â
20 Â
The Finance Service tax 2,192 96
Act, 1994
2,273 Â
7,220 Â
The Central Disallowance 2 1
Excise Act, of cenvat
1944 credit 8 8
State Excise Storage and 43 13
(various privilege fees, 218 150
statutes) excise duty,
etc.
3 Â
Sales Tax Sales tax/ 84 Â
(various value added
statutes) tax
Name of the statute Period to Forum where dispute
which the is pending
amount relates
The Income Tax Act, 1961 FY 2002-03 to Commissioner of Income
2009-10 Tax (Appeals)
FY 2002-03 Income Tax Appellate
and 2007-08 Tribunal
FY 2003-04 High Court of Karnataka
FY 2001-02 High Court of Madras
The Finance Act, 1994 2009-10 to Commissioner of Customs
2011-12 and Central Excise,
Aurangabad
2008-09 to Commissioner of Service
2010-11 Tax, Bangalore
2004-05 to Customs, Excise and
Service
2010-11 Tax Appellate Tribunal
The Central Excise Act, 1944 2007-08 Commissioner (Appeals)
Central Excise,
Chandigarh
2005-06 to Customs, Excise and
Service
2007-08 Tax Appellate Tribunal
State Excise
(various statutes) 1988-89 High Court of Calcutta
1999-00 to High Court of Karnataka
2005-06
2000-01 to Excise Commissioner,
2003-04 Karnataka
Sales Tax (various statutes) 2007-08 to High Court of Karnataka
2008-09
Payment under
Name of the Nature of Amount protest
statute the dues (Rs. in Lakhs) (Rs. in Lakhs)
Sales Tax Sales tax/ 51 Â
(various value added
statutes) tax
63 Â
142 60
10 4
3 Â
28 3
Name of the statute Period to Forum where dispute
which the is pending
amount relates
Sales Tax (Various Statutes) 2008-09 to Joint Commissioner of
2011-12 Commercial Taxes
(Appeal),
Patna
2002-03 Jt. Excise and
Taxation
Commissioner (Appeals),
Faridabad
2003-04 to Sales Tax Appellate
Tribunal,
2010-11 Karnataka
2005-06 to Sales Tax Appellate
Tribunal,
2007-08 Andhra Pradesh
2008-09 The Commercial Taxes
Tribunal, Bihar
2003-04 Maharashtra Sales Tax
Tribunal
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank. The Company did not have any outstanding dues in
respect of debenture holders during the year.
(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied, on an overall basis, for the
purpose for which the loans were obtained, though idle/surplus funds
which were not required for immediate utilization have been gainfully
invested in liquid investments payable on demand. The maximum amount of
idle/surplus funds invested during the year was Rs. 19,306 Lakhs, of
which Rs. 10,000 Lakhs was outstanding at the end of the year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W
per Mahendra Jain
Place: Bengaluru Partner
Date: May 27, 2014 Membership Number: 205839
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of United
Breweries Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2013, and the Statement of Profit and Loss and Cash
Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash lows for the
year ended on that date.
Emphasis of Matter
We draw attention to Note 37(b) to the financial statements relating to
the merger of Scottish and Newcastle India Private Limited (''SNIPL'')
into the Company, effective April 1, 2012. Pursuant to the merger
scheme duly approved by the Honorable High Court of Karnataka and the
Honorable High Court of Maharashtra, the difference on cancellation of
investments held by SNIPL in equity shares of the Company and the
difference between the amount of shares issued by the Company and the
amount of share capital of SNIPL has been adjusted to capital reserve
and securities premium account of the Company and dividend income
recognized by SNIPL and expenses incurred in connection with the merger
have been adjusted to securities premium account. Also, no specific
accounting treatment in this regard has been prescribed in the
Accounting Standards notified pursuant to the Companies (Accounting
Standards) Rules, 2006 as per section 211(3C) of the Companies Act,
1956. Our opinion is not qualified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956;
(e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
Annexure referred to in paragraph 1 under "Report on Other Legal and
Regulatory Requirements" of our report of even date Re: United
Breweries Limited (''the Company'')
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) All fixed assets have not been physically verified by the
management during the year but there is a regular programme of
verification which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
(c) There was no disposal of a substantial part of fixed assets during
the year.
(ii) (a) The inventory (excluding inventories with third parties) has
been physically verified by the management during the year. In our
opinion, the frequency of verification is reasonable. Inventories lying
with outside parties have been confirmed by them as at year end.
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory.
Discrepancies noted on physical verification of inventories were not
material, and have been properly dealt with in the books of account.
(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.
(b) According to information and explanations given to us, the Company
has not taken any loans, secured or unsecured, from companies, firms or
other parties covered in the register maintained under section 301 of
the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.
(iv) In our opinion and according to the information and explanations
given to us and having regard to the unique and specialized nature of
the items involved, there is an adequate internal control system
commensurate with the size of the Company and the nature of its
business, for the purchase of inventory and fixed assets and for the
sale of goods and services. During the course of our audit, we have not
observed any major weakness or continuing failure to correct any major
weakness in the internal control system of the Company in respect of
these areas.
(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Act that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In respect of transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lakhs entered into
during the financial year, because of the unique and specialized nature
of the items involved and absence of any comparable prices, we are
unable to comment whether the transactions were made at prevailing
market prices at the relevant time.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 209(1)(d) of the Act, and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained. We have not, however, made a detailed
examination of the same.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been serious delays
in a few cases in deposit of provident fund, employees'' state
insurance, income tax, sales-tax, service tax and customs duty dues.
(b) According to the information and explanations given to us, no
undisputed dues in respect of provident fund, investor education and
protection fund, employees'' state insurance, income-tax, wealth-tax,
service tax, sales- tax, customs duty, excise duty, cess and other
material statutory dues were outstanding, at the year end, for a period
of more than six months from the date they become payable, except as
follows:
Name of the statute Nature of the Amount Period to which
dues (Rs. in the amount relates
Lakhs)
Sales Tax Sales tax/value 18 2007-08 to
(various statutes) added tax 2009-10
3 2003-04
The Customs Act, 1962 Customs duty 167 1991-92 and 1998-99
Name of the Statute Due date Date of payment
Sales Tax Various dates Not paid
September 2010 Not paid
The Customs Act 1962 Various dates Not paid
(c) According to the records of the Company, the dues outstanding of
income tax, sales-tax, wealth tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution or bank. The Company did not have any outstanding dues in
respect of debenture holders during the year.
(xii) Based on our examination of documents and records, we are of the
opinion that the Company has maintained adequate records where the
Company has granted loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Order are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Order are not applicable to the
Company.
(xv) According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from bank
or financial institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied, on an overall basis, for the
purpose for which the loans were obtained, though idle/surplus funds
which were not required for immediate utilization have been gainfully
invested in liquid investments payable on demand. The maximum amount of
idle/surplus funds invested during the year was Rs.19,306 Lakhs, of
which Rs.19,306 Lakhs was outstanding at the end of the year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties or companies covered in the register maintained under
Section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the
year.
(xx) The Company has not raised any money through public issue during
the year.
(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W
per Mahendra Jain
Place: Mumbai Partner
Date: May 30, 2013 Membership Number: 205839
Mar 31, 2012
1. We have audited the attached Balance Sheet of United Breweries
Limited (the "Company") as at March 31, 2012, and the related Statement
of Profit and Loss and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under the reference to this
report. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on
these financials statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-Section (4A) of Section 227 of 'The Companies Act, 1956'
of India (the 'Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
4. We draw your attention to Note 38(I)(B) to the attached financial
statements regarding the recognition of gains, aggregating Rs.14,049
lakhs, on sale of equity shares of the Company during the year by UBL
Benefit Trust, of which the Company is the sole beneficiary, by way of
credit to General Reserves Account in the absence of any specific
accounting treatment being prescribed in the Accounting Standards
notified pursuant to the Companies (Accounting Standards) Rules, 2006
as per section 211 (3C) of 'The Companies Act, 1956'. Our conclusion is
not qualified in this respect.
5. Further to our comments in the Annexure referred to in paragraph 3
above. we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account; '
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of
the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2012 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2012
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of Balance Sheet, of the state of affairs of the
company as at March 31, 2012;
(ii) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Referred to in paragraph 3 of the Auditor's Report of even date to the
members of United Breweries Limited on the financial statements as of
and for the year ended March 31, 2012.
1. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items over a
period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the Management during the year except for asset
aggregating to Rs.5,097 (original cost in akhs) and Rs.2,828 (written
down value in lakhs) at one location of the Company, and no material
discrepancies between the book records and the physical inventory have
been noticed.
(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
2. (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year.
In respect of inventory lying with third parties, these have
substantially been confirmed by them. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. (a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
(b) The Company has not taken any loans secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act.
4. In our opinion, and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across, nor have been
informed of, any continuing failure to correct major weaknesses in the
aforesaid internal control system.
5. (a) In our opinion, and according to the information and
explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register
required to be maintained under that section.
(b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
8. The Central Government of India has not prescribed the maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of
the Act for any of the products of the Company.
9. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of income tax, service tax, provident fund and employees' state
insurance, though there has been a slight delay in a few cases, and is
regular in depositing undisputed statutory dues, including investor
education and protection fund, wealth tax, customs duty, excise duty
and other material statutory dues, as applicable, with the appropriate
authorities.
(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income tax, sales tax, wealth tax, service tax, customs duty and excise
duty as at March 31, 2012 which have not been deposited on account of a
dispute, are given in Annexure 1.
10 The Company has no accumulated losses.
11. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
12. In our opinion, the Company has maintained adequate documents and
records in the cases where the Company has granted loans and advances
on the basis of security by way of pledge of shares, debentures and
other securities.
13. The provisions of any special statute applicable to chit fund/
nidhi/ mutual benefit fund / societies are not applicable to the
Company.
14. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
15. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
16. In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the
Company, in our opinion, and according to the nformation and
explanations given to us, there are no funds raised on a short- term
basis which have been used for ong-term investment.
18. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
19. The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.
20. The Company has not raised any money by public issues during the
year.
21. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such case by the Management, except for
fraudulent tampering and misappropriations of cheques drawn in favor of
the Company aggregating to Rs.16 lakhs, in respect of which Company has
initiated egal action.
Referred to in paragraph 9 (b) of the Annexure to the Auditor's report
of even date to the members of United Breweries Limited on the
financial statements for the year ended March 31, 2012.
Name of the Amount Period to
which the Forum where the dispute is
pending
statute (Rs. In
Lakhs) amount
relates
Sales Tax Acts 42 1997-98 Additional Commissioner,
Commercial Taxes
381 2003-04 &
2004-05 High Court of Karnataka
697 2005-06 to
2010-11 JCCT Appeals à Bangalore
6 1983-84 to
1986-87 High Court of Kerala
1 1990-91 High Court of Kerala
11 2002-03 Sales Tax Appellate Tribunal,
Karnataka
1 1990-91 Sales Tax Appellate Tribunal,
Mumbai
1 2002-03 Assistant Commissioner
(Assessment)
Special Circle
54 1975-76 to
1998-99, Sales Tax Appellate Tribunal
/ Deputy
2000-01 to
2001-02 Commissioner (Appeals)
1 2001-02 Deputy Commissioner of
Commercial Taxes
(Appeals) Kollam
1 2000-01 Deputy Commissioner of
Commercial Taxes
(Appeals) Kollam
1 1991-92 Deputy Commissioner Appeals
1 1988-89 High Court of Kerala
3 1989-90 High Court of Kerala
5 1990-91 High Court of Kerala
5 2001-02 Court of Civil Judge,
(Senior Division), Gurgaon
8 1975 to
1994 Appellate Tribunal, Cherthala
63 1991-92 Sales Tax Appellate Tribunal
3 2003-04 Sales Tax Appellate Tribunal
48 1991-92 Sales Tax Appellate Tribunal
3 1993 to
2003 Sales Tax Appellate Tribunal
10 2005-06 to
2007-08 High Court of Andhra Pradesh
5 2008-09 J C Appeal, Commercial Taxes,
Patna Bihar
Customs Act 20 1991-92 Commissioner of Customs
30 1998-99 High Court of Madras
51 1991-92 Commissioner of Customs, Ludhiana
Central Excise
Act 5 2005-2007 Commissioner (Appeals)
Central Excise
3 2007-2008 Commissioner (Appeals)
Central Excise
43 1998-99 High Court of Calcutta
11 1987-88 Commissioner of Central Excise
State Excise Act 12 1981-82 High Court of Calcutta
3 2000-01 to
2003-04 Excise Commissioner, Karnataka
37 2004-05 High Court of Karnataka
40 2000 to
2005 High Court of Karnataka
19 1981- 82 &
1987-88 High Court of Calcutta
81 2000-01 to
2003-04, High Court of Karnataka
2005-06
6 1988-89 High Court of Calcutta
30 1998-99 High Court of Calcutta
1 2009-10 DEO, Nagaur, Rajasthan
Service Tax
Act 3,778 2004-05 to
2007-08 Director General Central
Excise & Intelligence, Bangalore
3,736 2008-09 to
2010-11 Commissioner of Service Tax,
Bangalore
Income Tax
Act 358 2003-04 High Court of Karnataka
567 2004-05 Income Tax Appellate Tribunal,
Bangalore
152 2005-06 Commissioner of Income Tax
(Appeals)
1,066 2006-07 Commissioner of Income Tax
(Appeals)
505 2007-08 Commissioner of Income Tax
(Appeals)
640 2008-09 Commissioner of Income Tax
(Appeals)
137 1997-98 Commissioner of Income Tax
(Appeals)
73 2000-01 Commissioner of Income Tax
(Appeals)
29 2001-02 High Court of Madras
995 2002-03 DCIT
166 2003-04 DCIT
579 2004-05 DCIT
375 2005-06 DCIT
368 2006-07 DCIT
307 2002-03 Commissioner of Income Tax
(Appeals)
142 2003-04 Commissioner of Income Tax
(Appeals)
512 2004-05 Commissioner of Income Tax
(Appeals)
368 2005-06 Commissioner of Income Tax
(Appeals)
111 2006-07 Income Tax Appellate Tribunal
374 2008-09 Commissioner of Income Tax
(Appeals)
26 2001-02 Commissioner of Income Tax
(Appeals)
15 2003-04 Income Tax Appellate Tribunal
14 2004-05 Income Tax Appellate Tribunal
8 2005-06 Income Tax Appellate Tribunal
6 2006-07 Commissioner of Income Tax
(Appeals)
66 2007-08 Commissioner of Income Tax
(Appeals)
345 2008-09 Commissioner of Income Tax
(Appeals)
8 2009-10 Commissioner of Income Tax
(Appeals)
168 2006-07 Commissioner of Income Tax
(Appeals)
939 2007-08 Commissioner of Income Tax
(Appeals)
734 2008-09 Commissioner of Income Tax
(Appeals)
88 2009-10 Commissioner of Income Tax
(Appeals)
Provident
Fund Act 13 1998 to
2000 Employees Provident Fund
Tribunal
Employee State
Act 3 2009-10 Employee State Insurance
Court, Bangalore
3 1991-92 High Court of Kerala
A For Price Waterhouse
Firm Registration Number - 007568 S
Chartered Accountants
Usha A Narayanan
Place: Bangalore Partner
Date: June 8, 2012 Membership Number - 23997
Mar 31, 2010
1. We have audited the attached Balance Sheet of United Breweries
Limited (the "Company") as at March 31, 2010 and the related Profit and
Loss Account and Cash Flow Statement for the year ended on that date
annexed thereto, which we have signed under reference to this report.
These financial statements are the responsibility of the Companys
Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(together the "Order"), issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of The Companies Act, 1956
of India (the Act) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the
directors, as on March 31, 2010 and taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the
company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Annexure to Auditors Report
[Referred to in Paragraph 3 of the Auditors Report of even date to the
members of United Breweries Limited on the financial statements for the
year ended March 31, 2010]
1. a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.
b) The fixed assets are physically verified by the Management according
to a phased programme designed to cover all the items over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets has been physically verified
by the Management during the year except for asset aggregating to
Rs.701,796 (original cost in thousands) at one location of the Company,
and no material discrepancies between the book records and the physical
inventory have been noticed.
c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the Company during the year.
ii. a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.
b) In our opinion, the procedures of physical verification of inventory
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.
iii. a) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under Section 301 of the Act and, therefore, paragraphs 3(b), 3(c) and
3(d) of the Order are not applicable.
b) The Company has not taken any loans, secured or unsecured, from
companies, firms or other parties covered in the register maintained
under Section 301 of the Act and, therefore, paragraphs 3(f) and 3(g)
of the Order are not applicable.
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory, fixed assets and for the sale of goods and
services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and
explanations given to us, we have neither come across nor have been
informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
v. a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required to
be maintained under that section.
b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time
except for purchase of services aggregating to Rs.66,180 thousands as
there are no comparable market prices, which, however, are considered
to be of special nature as explained by the management of the Company.
vi. The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii. The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the Company.
ix. a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues including
provident fund, investor education and protection fund, employees
state insurance, income-tax, sales-tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities.
b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
duty and cess as at March 31, 2010 which have not been deposited on
account of a dispute, are given in Appendix 1.
x. The Company has no accumulated losses as at March 31, 2010 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.
xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
xiii. The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
xiv. In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.
xv. In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the Company.
xvi. In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.
xvii. On the basis of an overall examination of the balance sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.
xviii. The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.
xix. The Company has not issued debentures during the year and there
are no debentures outstanding as at the year-end.
xx. The Management has disclosed the end use of money raised by public
issues (Refer Note 1 on Schedule 19) which has been verified by us.
xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.
Referred to in paragraph ix (b) of the Annexure to the Auditors report
of even date to the members of United Breweries Limited on the
financial statements for the year ended March 31, 2010.
Name of the
statute Rs. In Thousands Forum where dispute
is pending Year to which
amount relates
Customs
Act, 1962 4,148 Commissioner of
Customs, Ludhiana 1991-92
2,033 High Court of
Bombay 1991-92
2,972 High Court of
Madras 1998-99
3,174 Deputy Commissioner
of Customs, Siliguri 1998-99
Central Excise
Act, 1944/ 4,253 High Court of
Calcutta 1998-99
State Excise
Acts 571 High Court of
Andhra Pradesh 1992-98
1,866 High Court of
Calcutta 1981-82
&1987-88
8,076 High Court of
Karnataka 2000-2001 to
2003-2004,
2005-06
1,229 High Court of
Calcutta 1981-82
637 High Court of
Calcutta 1988-89
2,955 High Court of
Calcutta 1998-99
4,028 Commissioner of
Excise 2000 to 2005
490 Commissioner
(Appeals) Central
Excise 2005-2007
277 Commissioner
(Appeals) Central
Excise 2007-2008
Sales Tax Acts 401 High Court of
Andhra Pradesh 1997-98 to
1998-99
628 High Court of
Kerala 1983-84 to
1986-87
38 High Court of
Kerala 1990-91
4,225 High Court of
Calcutta 1997-98
1,088 Sales Tax Appellate
Tribunal, Karnataka 2002-03
90 Sales Tax Appellate
Tribunal, Mumbai 1990-91
13 Assistant Commissioner
(Assessment)
Special Circle 2002-03
5,404 Sales Tax Appellate
Tribunal / Deputy
Commissioner (Appeals) 1975-76 to
1998-99,
2000-01 to
2001-02
69 Deputy Commissioner
of Commercial Taxes
(Appealsl Kollam 2001-02
130 Deputy Commissioner
of Commercial Taxes
(Appeals) Kollam 2000-01
107 Deputy Commissioner
Appeals 1991-92
124 High Court of Kerala 1988-89
289 High Court of Kerala 1989-90
498 High Court of Kerala 1990-91
459 Court of Civil Judge,
(Senior Division)
Gurgaon 2001-02
185 Sales Tax Appellate
Tribunal 1997-98
83 Sales Tax Appellate
Tribunal 1998-99
841 Appellate Tribunal,
Cherthala 1975 to
1994
Income Tax
Act 61,340 Commissioner of
Income Tax
(Appeals) 2004-05
10,726 Commissioner of
Income Tax
(Appeals) 1997-98
2,968 Commissioner of
Income Tax
(Appeals) 1997-98
1,375 Commissioner of
Income Tax
(Appeals) 2000-01
5,853 Commissioner of
Income Tax
(Appeals) 2000-01
106,582 Commissioner of
Income Tax
(Appeals) 2006-07
Service
Tax Act 34.510 Commissioner of
Service Tax,
Bangalore 2008-09
699 Commissioner of
Service Tax,
Mangalore 2005-06
(June05) to
2009-10
(June09)
193,905 The Customs,
Excise and Service
Tax Appellate
Tribunal 2004-05 to
2007-08
Employee State
Insurance Act 265 High Court of Kerala 1991-92
For Price Waterhouse
Firm Registration Number - 007568 S
Chartered Accountants
J. Majumdar
Place: Bangalore Partner
Date: July 21, 2010 Membership Number - F51912
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