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Auditor Report of United Breweries Ltd.

Mar 31, 2023

To The Members of United Breweries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

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.

Basis for Opinion

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.

Emphasis of Matters

(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

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.

For Deloitte Haskins & Sells

Chartered Accountants

(Firm''s Registration No. 008072S)

Gurvinder Singh

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.

Basis for Opinion

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.

Emphasis of Matter

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

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.

Other Information

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.

Emphasis of Matter

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

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.

Other Information

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

—

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

—

FY 2007-08 to 2017-18

Commissioner of Income Tax (TDS)

The Finance Act, 1994

Service tax

7,220

—

2004-05 to 2010-11

Customs, Excise and Service Tax Appellate Tribunal

2,273

—

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, 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

—

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

—

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

—

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

—

2014-15

Assistant Commercial Tax Officer, Ponda

438

—

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

—

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

—

2008-09 to 2011-12 and 2013-14

Joint Commissioner of Commercial Taxes (Appeal), Patna

84

—

2007-08 to 2008-09

Supreme Court of India

63

—

2002-03

Jt. Excise and Taxation Commissioner (Appeals), Faridabad

22

8

2003-04 and 2006-07

Maharashtra Sales Tax Tribunal

21

—

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

—

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 (“the Act”)

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 (“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, 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

—

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

—

FY 2007-08 to 2016-17

Commissioner of Income Tax (TDS)

The Finance Act, 1994

Service tax

7,220

—

2004-05 to 2010-11

Customs, Excise and Service Tax Appellate Tribunal

2,273

—

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

—

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

—

2014-15

The Commissioner (Appeals) Central Excise, Jaipur

1

—

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

—

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

—

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

—

2006-07 to 2013-14

Supreme Court of India

353

—

2010-11

Deputy Commissioner of Commercial Taxes, Dhanbad

188

—

2012-13 and 2013-14

The Joint Commissioner of Sales Tax

71

—

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

—

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

—

2011-12

Commercial Tax Tribunal, Bihar

3

—

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 (“the Act”)

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 — Tax Act, expenses 1961 5,162 1,333

5,136 1,240

19 19

20 —

The Service tax 2,192 96 Finance Act, 1994

2,273 —



7,220 —



The Disallowance of 1 — Central cenvat credit Excise Act, 1944

9 9



State Excise Storage and 43 13 (various privilege fees, 218 150 statutes) excise duty, etc.

3 —

Sales Tax Sales tax/value 84 — (various added tax 51 — statutes)

63 —



83 —



10 4



3 —



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 —

19 —

20 —

The Finance Service tax 2,192 96 Act, 1994 2,273 —

7,220 —

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 —

Sales Tax Sales tax/ 84 — (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 — (various value added statutes) tax

63 —

142 60

10 4

3 —

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 — 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

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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