About
Varun Beverages Ltd
Varun Beverages Ltd, part of the RJ Corp group, a diversified business conglomerate with interests in beverages, quick-service restaurants, dairy and healthcare, is the second largest franchisee in the world (outside US) of carbonated soft drinks ('CSDs') and non-carbonated beverages ('NCBs') sold under trademarks owned by PepsiCo. The company produces and distributes a wide range of CSDs, as well as a large selection of NCBs, including packaged drinking water.
The Company has presence in 27 States and 7 Union Territories in India and 5 other countries across the world viz. Nepal, Sri Lanka, Morocco, Zambia & Zimbabwe. Further, It is is having 37 manufacturing facilities, of which 31 are in India and 6 in International Geographies with more than 2,500 owned vehicles, more than 2,000 primary distributors and more than 100 depots.
PepsiCo CSD brands produced and sold by the company include Pepsi, Diet Pepsi, Seven-Up, Mirinda Orange, Mirinda Lemon, Mountain Dew, Seven-Up Nimbooz Masala Soda, Evervess Soda, Sting and Gatorade. PepsiCo NCB brands produced and sold by the company include Tropicana (100%, Essentials & Delight), Tropicana Slice, Tropicana Frutz, Seven-Up Nimbooz and Quaker Oat Milk as well as packaged drinking water under the brand Aquafina. In addition, the company has also been granted the franchise for Ole brand of PepsiCo products in Sri Lanka.
The company has been associated with PepsiCo since the 1990s and over two and half decades consolidated its business association with PepsiCo, increasing the number of PepsiCo licensed territories and sub-territories covered by the company, producing and distributing a wider range of PepsiCo beverages, introducing various SKUs in the company's portfolio, and expanding the company's distribution network. As of March 2018, the company has been granted franchises for various PepsiCo products spread across 21 States and two Union Territories in India. The company's share of PepsiCo beverages volume sales ,based on sales to end customers, increased from 26.46% in Fiscal 2011 to ~51% in Fiscal 2018. Although, India is the company's largest market, the company has also been granted the franchise for various PepsiCo products for the territories of Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe.
As of March 2018, the company has 20 manufacturing plants in India and five production facilities in the international geographies (one each in Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe). In addition, the company has set up backward integration facilities for production of preforms, crowns, corrugated boxes, plastic crates and shrink-wrap films in certain of the company's production facilities to ensure operational efficiencies and quality standards.
The company's Promoter and Chairman Mr. Ravi Kant Jaipuria has an established reputation as an entrepreneur and business leader and is the only Indian to receive PepsiCo's International Bottler of the Year award, which was awarded in 1997.
The company was incorporated as Varun Beverages Limited on 16 June 1995 at New Delhi as a public limited company under the Companies Act, 1956. The company obtained a certificate of commencement of business on 4 July 1995. The company started its operations at Jaipur in 1996. In 1999, the company started operations at Alwar, Jodhpur and Kosi.
Devyani Beverages Limited was merged with Varun Beverages pursuant to the order of High Court of Delhi dated 6 October 2004. Varun Beverages (International) Limited was merged with Varun Beverages pursuant to the order of High Court of Delhi dated 12 March 2013. In 2013, Varun Beverages acquired the business of manufacturing and marketing of soft drink beverages and syrup mix in Delhi, India.
In 2015, through a business transfer agreement Varun Beverages acquired PepsiCo India's business of manufacturing, marketing, selling and distributing soft drink beverages and syrup mix in the Indian states of Uttar Pradesh (excluding certain territories), Uttarakhand, Himachal Pradesh, Haryana (excluding certain territories) and the Union Territory of Chandigarh. During the year, the company through a business transfer agreement acquired PepsiCo India's business of manufacturing, marketing, selling and distributing soft drink beverages and syrup mix in Bazpur, Jainpur, Satharia and Panipat. During the year, the company acquired the business of selling and distribution of soft drinks beverages and syrup mix in one district undertaking situated in Punjab.
In 2016, Varun Beverages acquired entire shareholding of Arctic International Private Limited in Varun Beverages Mozambique, Limitada. During the year, the company acquired entire shareholding of Arctic International Private Limited in Varun Beverages (Zambia) Limited. During the year, Varun Beverages acquired 85% shareholding of Varun Beverages (Zimbabwe) (Private) Limited (VBZPL).
Varun Beverages came out with an initial public offer (IPO) during the period from 26 October 2016 to 28 October 2016. The IPO was a combination of fresh issue of 1.5 crore shares and offer for sale of 1 crore shares from the promoters. The IPO was priced at Rs 445 per share. The company's shares were listed on the bourses on 8 November 2016.
On 23 February 2017, Varun Beverages announced that it has increased its stake in its Zambia subsidiary, Varun Beverages (Zambia) Limited, to 90% from 60%. VBL has been successfully running the Zambia operations since its acquisition in 2016. The increase in stake reflects the company's confidence in the future growth prospects of the subsidiary and will be an effective catalyst to drive further business growth in a fast-growing emerging market.
On 9 March 2017, Varun Beverages Limited (VBL) announced that it has divested 41% stake in its Mozambique subsidiary, Varun Beverages Mozambique Limitada. The divestment of the stake is in view of limited opportunity to scale-up operations which would have enabled the company to turnaround the loss making subsidiary. VBL continues to hold a residual stake of 10% in the unit.
On 4 May 2017, Varun Beverages announced that the company has set up a new unit for manufacturing of Pepsi range of products at District Hardoi, Uttar Pradesh and the commercial production/operation has started with effect from 3 May2017.
On 28 September 2017, Varun Beverages announced that the company has concluded the acquisition of PepsiCo India's previously franchised territories in the state of Odisha and parts of Madhya Pradesh along with two manufacturing units at Bargarh and Bhopal (Mandideep).
On 4 January 2018, Varun Beverages announced that it has further deepened its relationship with PepsiCo by entering into a strategic partnership for the larger Tropicana portfolio along with Gatorade and Quaker Value-Added Dairy in territories across North and East India. This is part of VBL's strategy to expand its product portfolio through its valued relationship with PepsiCo.
On 11 January 2018, Varun Beverages announced that it has concluded the acquisition of PepsiCo India's previously franchised rights for the state of Chhattisgarh. The Board of Directors of Varun Beverages at its meeting held on 17 January 2018 considered and approved to acquire franchisee rights for PepsiCo India's previously franchised sub-territory in the State of Bihar. Varun Beverages' subsidiary Varun Beverages (Zimbabwe) (Private) started Commercial Production at a Greenfield facility for Pepsico's products with effect from 16 February 2018.
On 23 March 2018, Varun Beverages announced that it has concluded the acquisition of PepsiCo India's previously franchised sub territory in the State of Jharkhand along with one manufacturing unit at Jamshedpur. The company is now a franchisee for PepsiCo products across 21 States and 2 Union Territories of India.
On 5 April 2018, Varun Beverages announced its plans to set-up a greenfield production facility (subject to receipt of necessary approvals) to create in-house production capacity at Pathankot district of Punjab for Tropicana fruit juices, Quaker Oats Milk based Beverages and Gatorade. Spread over ~41 acres, it will be the first fully backward integrated facility in India to manufacture the complete range of above products including carbonated soft drinks (CSD) at a single location. The expansion is to take advantage of the growing demand of Juice Based beverages for health conscious consumers.
On 3 May 2018, Varun Beverages informed the stock exchanges that a new unit at Nawalparasi District in Napal, under Varun Beverages (Nepal) Private Limited, a wholly owned subsidiary of the company, started commercial production with effect from 2 May 2018.
The Board of Directors in their meeting held on February 18, 2019 approved, its intent to enter into a binding agreement with PepsiCo India Holdings Private Limited to acquire franchise rights in South and West regions o f India from PepsiCo for a national bottling, sales and distribution footprint in 7 States and 5 Union Territories.
In May 2019, the Company acquired franchise rights in South and West regions from PepsiCo for a national bottling, sales and distribution footprint in 7 States and 5 Union Territories of India. It acquired franchise rights in the states of Gujarat, Telangana, Kerala, Tamil Nadu and parts of Maharashtra, Karnataka, Andhra Pradesh and in Union Territories of Daman & Diu, Dadra & Nagar Haveli, Andaman & Nicobar Islands, and Lakshadweep and Puducherry, except Yanam. In February 2019, it acquired territorial rights from SMV Group for parts of Maharashtra (14 districts), Karnataka (13 districts) and Madhya Pradesh (3 districts). The Company acquired an additional 20% stake in Lunarmech Technologies Private Limited during the year, which makes and sells PET bottle caps and crown caps, increasing their shareholding to 55% of the effective equity share capital. Post-acquisition, Company holds 55% of the effective equity share capital of Lunarmech. Subsequently, Company acquired control of Angelica Technologies Private Limited by appointment of majority of Directors on the Board of Angelica. Post acquisition of control, both Angelica and Lunarmech (in which Angelica holds 74% equity share capital) became subsidiaries of the Company. Additionally, it acquired two production facilities, one at Dharwad, Karnataka for a total consideration of Rs. 747.25 million; and the second at Tirunelveli, Tamil Nadu for a total consideration of Rs. 200 million. Apart from these, it launched 3 new variants of ambient temperature value-added dairy beverages, Belgian Choco Shake, Cold Coffee and Mango Shake in 200ml PET bottle, with a 180-day shelf life during year 2019-20.
As of December 31, 2021, the Company had 31 state-of-the-art manufacturing facilities in India, and 6 globally.
During the year 2021, the Company incorporated a new company with the name Varun Beverages RDC SAS' in Democratic Republic of Congo (DRC) to initially import finished products like carbonated and non-carbonated beverages, distribute to test and establish the market before setting up a manufacturing facility locally. A new plant in Bihar was set up to improve market presence and gain a foothold in the territory. Apart from this, a new plant was set up for manufacturing of plastic preforms and plastic closures in Jammu & Kashmir.
During the year 2022, Company issued and allotted 216,516,540 Bonus Equity Shares in the proportion of 1:2 (i.e. one equity share for every two equity shares). As part of the aforesaid allotment, 38,418 Bonus Equity Shares representing fractional entitlement(s) of 76,836 eligible Members were consolidated and allotted to 'Varun Beverages Limited and the aforesaid 38,418 Equity Shares were sold by the Trust on June 23, 2022 & June 24, 2022 and the net sale proceeds of the same were distributed to the eligible Members.
During the year 2022, the Company commenced manufacturing carbonated soft drinks, juice-based drinks and packaged drinking water in Bihar; manufacturing plastic preforms and closures at plant in Jammu & Kashmir and established a business line for production of Kurkure Puffcorn for PepsiCo in Kosi, Uttar Pradesh.
Varun Beverages Ltd
Chairman Speech
Dear Shareholders,
It gives me immense pleasure to place before you the 28th
Annual Report of the Company.
Overview
We are pleased to share that we have delivered exceptional performance
throughout the year. Strong demand for our products across markets and normalcy in
day-to-day activities translated to solid volume growth in CY 2022. Furthermore, our
investments in the business, despite pandemic-led disruptions in the previous years,
combined with significant expansion in the distribution network contributed to increased
sales. We also undertook price hikes on select SKUs and rationalized discounts &
schemes to address the cost pressures we faced during the year. These efforts, coupled
with higher sales volumes and a favorable product mix, resulted in a 49% increase in our
net revenues in CY 2022.
In terms of profitability, despite the challenges posed by higher costs
of raw materials, we witnessed limited impact on our gross margins. Our prudent raw
material sourcing strategy, as well as selective price increases on specific products,
helped us to improve our realization per unit and mitigate the impact of rising costs on
our margins. In addition, higher operating leverage due to high volume growth led to
better EBITDA margins. On the balance sheet front, our leverage ratios remained healthy as
we registered strong cash flows during the year.
We are delighted to state that on the product portfolio front, Sting
has emerged as a key growth driver for the Company. It has outperformed expectations this
year, recording remarkable sales volume. Furthermore, our value-added Dairy and Juices
segment received a positive reception from consumers. We are confident that these products
will continue to drive growth for our Company in the future.
Successfully Commissioned New Capacities
In a key development, we successfully commenced operations at our
greenfield facilities in Bihar for manufacturing beverages and in Jammu & Kashmir for
backward integration during the year. This strategic move enabled us to not only
strengthen our reach and customer base but also enhance our presence in the under
penetrated markets.
Signed an Agreement to Distribute & Sell "Lays, Doritos and
Cheetos"
During the year, the Board of Directors approved the proposal to enter
into an agreement by Varun Beverages Morocco SA (a wholly owned subsidiary of the Company)
to distribute & sell "Lays, Doritos and Cheetos" for PepsiCo in the
territory of Morocco with effect from January 2023.
Awards and Accolades
In recognition of our operational excellence, end-to-end execution
capabilities, governance practice, and strong track record, VBL received an award from
PepsiCo for the ‘Best Bottler in Africa, Middle East and South Asia (AMESA)
region' for the year 2021.
In addition, the Company has received the following three prestigious
Corporate Governance Awards for CY 2022:
• CFI.CO (UK) for the 4th
Consecutive Year for Best FMCG Corporate Governance (India)
• Business Brand Awards for Best Corporate Governance Practices
We are delighted to state that on the product portfolio front, Sting
has emerged as a key growth driver for the Company. It has outperformed expectations this
year, recording remarkable sales volume.
Furthermore, our value-added Dairy and Juices segment received a
positive reception from consumers. We are confident that these products will continue to
drive growth for our Company in the future.
• CNBC TV 18 – Incredible Brands of India Awards for Best
Corporate Governance of the Year
Emphasis on Sustainability
As a leading beverage company serving over 1.4 billion customers
globally through an extensive network of over 3 million retail outlets, we are committed
towards safeguarding our environment and promoting sustainability in all our operations.
One of the key ways is that we are doing this by investing in PET recycling and
implementing measures to improve energy and water efficiency. Our goal is to have a net
positive impact on the environment, and we are continuously evaluating and implementing
new ways to minimize our ecological footprint.
Dividend & Bonus Issue
In order to benefit all of our stakeholders, we conduct our business
with a focus on sustainability. We believe a critical aspect of creating value for our
shareholders and gaining their trust in the long term is by distributing part of profits
in a consistent and transparent manner. To achieve this, the Board of Directors of the
Company in their meeting held on August 9, 2017 approved a formal dividend distribution
policy. Since then, we have consistently declared dividends to our shareholders.
For CY 2022, in line with the guidelines of dividend policy, the Board
of Directors recommended an interim and final dividend of Rs 3.50/- per share, resulting
in cash outflow of approx. Rs 2,273 million.
In addition to this, the Company on June 9, 2022 issued and allotted
216,516,540 bonus equity shares of Rs 10 each as fully paid-up bonus equity shares in the
ratio of 1 (One) equity share of Rs 10/- each for every 2 (Two) existing equity shares of
Rs 10/- each.
Message to Stakeholders
Throughout the year, we have achieved good results by streamlining our
operations, expanding our distribution, and broadening our product offerings. As we move
forward, we will capitalize on our strong market position, including our presence in
high-growth markets, solid infrastructure and well-established distribution network. In
the coming years, we will focus on consolidating our position as a key player in the
beverage industry and are confident in our ability to create sustainable value for all our
stakeholders in the future.
Vote of Thanks
I would like to express my deepest appreciation to all of our
stakeholders including shareholders, investors, bankers, and creditors, for their
unwavering support. I would also like to express our appreciation to our employees for
their tireless efforts, dedication, and commitment to making our Company stronger. I also
extend my sincere gratitude to our Board for their invaluable guidance and insights that
have been instrumental in helping us navigate new opportunities and move forward with
confidence.
Warm regards,
Ravi Jaipuria
Non-Executive Chairman
  Â
Varun Beverages Ltd
Company History
Varun Beverages Ltd, part of the RJ Corp group, a diversified business conglomerate with interests in beverages, quick-service restaurants, dairy and healthcare, is the second largest franchisee in the world (outside US) of carbonated soft drinks ('CSDs') and non-carbonated beverages ('NCBs') sold under trademarks owned by PepsiCo. The company produces and distributes a wide range of CSDs, as well as a large selection of NCBs, including packaged drinking water.
The Company has presence in 27 States and 7 Union Territories in India and 5 other countries across the world viz. Nepal, Sri Lanka, Morocco, Zambia & Zimbabwe. Further, It is is having 37 manufacturing facilities, of which 31 are in India and 6 in International Geographies with more than 2,500 owned vehicles, more than 2,000 primary distributors and more than 100 depots.
PepsiCo CSD brands produced and sold by the company include Pepsi, Diet Pepsi, Seven-Up, Mirinda Orange, Mirinda Lemon, Mountain Dew, Seven-Up Nimbooz Masala Soda, Evervess Soda, Sting and Gatorade. PepsiCo NCB brands produced and sold by the company include Tropicana (100%, Essentials & Delight), Tropicana Slice, Tropicana Frutz, Seven-Up Nimbooz and Quaker Oat Milk as well as packaged drinking water under the brand Aquafina. In addition, the company has also been granted the franchise for Ole brand of PepsiCo products in Sri Lanka.
The company has been associated with PepsiCo since the 1990s and over two and half decades consolidated its business association with PepsiCo, increasing the number of PepsiCo licensed territories and sub-territories covered by the company, producing and distributing a wider range of PepsiCo beverages, introducing various SKUs in the company's portfolio, and expanding the company's distribution network. As of March 2018, the company has been granted franchises for various PepsiCo products spread across 21 States and two Union Territories in India. The company's share of PepsiCo beverages volume sales ,based on sales to end customers, increased from 26.46% in Fiscal 2011 to ~51% in Fiscal 2018. Although, India is the company's largest market, the company has also been granted the franchise for various PepsiCo products for the territories of Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe.
As of March 2018, the company has 20 manufacturing plants in India and five production facilities in the international geographies (one each in Nepal, Sri Lanka, Morocco, Zambia and Zimbabwe). In addition, the company has set up backward integration facilities for production of preforms, crowns, corrugated boxes, plastic crates and shrink-wrap films in certain of the company's production facilities to ensure operational efficiencies and quality standards.
The company's Promoter and Chairman Mr. Ravi Kant Jaipuria has an established reputation as an entrepreneur and business leader and is the only Indian to receive PepsiCo's International Bottler of the Year award, which was awarded in 1997.
The company was incorporated as Varun Beverages Limited on 16 June 1995 at New Delhi as a public limited company under the Companies Act, 1956. The company obtained a certificate of commencement of business on 4 July 1995. The company started its operations at Jaipur in 1996. In 1999, the company started operations at Alwar, Jodhpur and Kosi.
Devyani Beverages Limited was merged with Varun Beverages pursuant to the order of High Court of Delhi dated 6 October 2004. Varun Beverages (International) Limited was merged with Varun Beverages pursuant to the order of High Court of Delhi dated 12 March 2013. In 2013, Varun Beverages acquired the business of manufacturing and marketing of soft drink beverages and syrup mix in Delhi, India.
In 2015, through a business transfer agreement Varun Beverages acquired PepsiCo India's business of manufacturing, marketing, selling and distributing soft drink beverages and syrup mix in the Indian states of Uttar Pradesh (excluding certain territories), Uttarakhand, Himachal Pradesh, Haryana (excluding certain territories) and the Union Territory of Chandigarh. During the year, the company through a business transfer agreement acquired PepsiCo India's business of manufacturing, marketing, selling and distributing soft drink beverages and syrup mix in Bazpur, Jainpur, Satharia and Panipat. During the year, the company acquired the business of selling and distribution of soft drinks beverages and syrup mix in one district undertaking situated in Punjab.
In 2016, Varun Beverages acquired entire shareholding of Arctic International Private Limited in Varun Beverages Mozambique, Limitada. During the year, the company acquired entire shareholding of Arctic International Private Limited in Varun Beverages (Zambia) Limited. During the year, Varun Beverages acquired 85% shareholding of Varun Beverages (Zimbabwe) (Private) Limited (VBZPL).
Varun Beverages came out with an initial public offer (IPO) during the period from 26 October 2016 to 28 October 2016. The IPO was a combination of fresh issue of 1.5 crore shares and offer for sale of 1 crore shares from the promoters. The IPO was priced at Rs 445 per share. The company's shares were listed on the bourses on 8 November 2016.
On 23 February 2017, Varun Beverages announced that it has increased its stake in its Zambia subsidiary, Varun Beverages (Zambia) Limited, to 90% from 60%. VBL has been successfully running the Zambia operations since its acquisition in 2016. The increase in stake reflects the company's confidence in the future growth prospects of the subsidiary and will be an effective catalyst to drive further business growth in a fast-growing emerging market.
On 9 March 2017, Varun Beverages Limited (VBL) announced that it has divested 41% stake in its Mozambique subsidiary, Varun Beverages Mozambique Limitada. The divestment of the stake is in view of limited opportunity to scale-up operations which would have enabled the company to turnaround the loss making subsidiary. VBL continues to hold a residual stake of 10% in the unit.
On 4 May 2017, Varun Beverages announced that the company has set up a new unit for manufacturing of Pepsi range of products at District Hardoi, Uttar Pradesh and the commercial production/operation has started with effect from 3 May2017.
On 28 September 2017, Varun Beverages announced that the company has concluded the acquisition of PepsiCo India's previously franchised territories in the state of Odisha and parts of Madhya Pradesh along with two manufacturing units at Bargarh and Bhopal (Mandideep).
On 4 January 2018, Varun Beverages announced that it has further deepened its relationship with PepsiCo by entering into a strategic partnership for the larger Tropicana portfolio along with Gatorade and Quaker Value-Added Dairy in territories across North and East India. This is part of VBL's strategy to expand its product portfolio through its valued relationship with PepsiCo.
On 11 January 2018, Varun Beverages announced that it has concluded the acquisition of PepsiCo India's previously franchised rights for the state of Chhattisgarh. The Board of Directors of Varun Beverages at its meeting held on 17 January 2018 considered and approved to acquire franchisee rights for PepsiCo India's previously franchised sub-territory in the State of Bihar. Varun Beverages' subsidiary Varun Beverages (Zimbabwe) (Private) started Commercial Production at a Greenfield facility for Pepsico's products with effect from 16 February 2018.
On 23 March 2018, Varun Beverages announced that it has concluded the acquisition of PepsiCo India's previously franchised sub territory in the State of Jharkhand along with one manufacturing unit at Jamshedpur. The company is now a franchisee for PepsiCo products across 21 States and 2 Union Territories of India.
On 5 April 2018, Varun Beverages announced its plans to set-up a greenfield production facility (subject to receipt of necessary approvals) to create in-house production capacity at Pathankot district of Punjab for Tropicana fruit juices, Quaker Oats Milk based Beverages and Gatorade. Spread over ~41 acres, it will be the first fully backward integrated facility in India to manufacture the complete range of above products including carbonated soft drinks (CSD) at a single location. The expansion is to take advantage of the growing demand of Juice Based beverages for health conscious consumers.
On 3 May 2018, Varun Beverages informed the stock exchanges that a new unit at Nawalparasi District in Napal, under Varun Beverages (Nepal) Private Limited, a wholly owned subsidiary of the company, started commercial production with effect from 2 May 2018.
The Board of Directors in their meeting held on February 18, 2019 approved, its intent to enter into a binding agreement with PepsiCo India Holdings Private Limited to acquire franchise rights in South and West regions o f India from PepsiCo for a national bottling, sales and distribution footprint in 7 States and 5 Union Territories.
In May 2019, the Company acquired franchise rights in South and West regions from PepsiCo for a national bottling, sales and distribution footprint in 7 States and 5 Union Territories of India. It acquired franchise rights in the states of Gujarat, Telangana, Kerala, Tamil Nadu and parts of Maharashtra, Karnataka, Andhra Pradesh and in Union Territories of Daman & Diu, Dadra & Nagar Haveli, Andaman & Nicobar Islands, and Lakshadweep and Puducherry, except Yanam. In February 2019, it acquired territorial rights from SMV Group for parts of Maharashtra (14 districts), Karnataka (13 districts) and Madhya Pradesh (3 districts). The Company acquired an additional 20% stake in Lunarmech Technologies Private Limited during the year, which makes and sells PET bottle caps and crown caps, increasing their shareholding to 55% of the effective equity share capital. Post-acquisition, Company holds 55% of the effective equity share capital of Lunarmech. Subsequently, Company acquired control of Angelica Technologies Private Limited by appointment of majority of Directors on the Board of Angelica. Post acquisition of control, both Angelica and Lunarmech (in which Angelica holds 74% equity share capital) became subsidiaries of the Company. Additionally, it acquired two production facilities, one at Dharwad, Karnataka for a total consideration of Rs. 747.25 million; and the second at Tirunelveli, Tamil Nadu for a total consideration of Rs. 200 million. Apart from these, it launched 3 new variants of ambient temperature value-added dairy beverages, Belgian Choco Shake, Cold Coffee and Mango Shake in 200ml PET bottle, with a 180-day shelf life during year 2019-20.
As of December 31, 2021, the Company had 31 state-of-the-art manufacturing facilities in India, and 6 globally.
During the year 2021, the Company incorporated a new company with the name Varun Beverages RDC SAS' in Democratic Republic of Congo (DRC) to initially import finished products like carbonated and non-carbonated beverages, distribute to test and establish the market before setting up a manufacturing facility locally. A new plant in Bihar was set up to improve market presence and gain a foothold in the territory. Apart from this, a new plant was set up for manufacturing of plastic preforms and plastic closures in Jammu & Kashmir.
During the year 2022, Company issued and allotted 216,516,540 Bonus Equity Shares in the proportion of 1:2 (i.e. one equity share for every two equity shares). As part of the aforesaid allotment, 38,418 Bonus Equity Shares representing fractional entitlement(s) of 76,836 eligible Members were consolidated and allotted to 'Varun Beverages Limited and the aforesaid 38,418 Equity Shares were sold by the Trust on June 23, 2022 & June 24, 2022 and the net sale proceeds of the same were distributed to the eligible Members.
During the year 2022, the Company commenced manufacturing carbonated soft drinks, juice-based drinks and packaged drinking water in Bihar; manufacturing plastic preforms and closures at plant in Jammu & Kashmir and established a business line for production of Kurkure Puffcorn for PepsiCo in Kosi, Uttar Pradesh.
Varun Beverages Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 28th (Twenty
Eighth) Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the Financial Year ended December 31, 2022.
Financial Performance
The financial performance of your Company for the Financial Year ended
December 31, 2022 is summarized below: (Rs in Million)
| Particulars |
Standalone |
|
Consolidated |
|
|
Financial Year ended
December 31, 2022 |
Financial Year ended
December 31, 2021 |
Financial Year ended
December 31, 2022 |
Financial Year ended
December 31, 2021 |
| Total Revenue |
107,395.82 |
66,530.44 |
134,294.07 |
90,262.16 |
| Total Expenses |
90,550.80 |
59,715.22 |
114,057.64 |
80,196.08 |
| Profit before tax after exceptional items |
16,845.02 |
6,815.22 |
20,236.37 |
10,066.08 |
| Less: Tax Expenses |
4,143.03 |
1,920.35 |
4,735.23 |
2,605.56 |
| Profit after tax |
12,701.99 |
4,894.87 |
14,974.33* |
6,940.52* |
| Balance brought forward from last year |
13,942.96 |
10,074.42 |
13,967.42 |
8,042.43 |
| Balance carried over to Balance Sheet |
25,101.68 |
13,942.96 |
27,398.84 |
13,967.42 |
| General Reserve |
444.26 |
444.26 |
444.26 |
444.26 |
| Other Reserves |
23,132.57 |
25,268.66 |
16,685.20 |
22,057.07 |
| Reserves & Surplus carried to Balance
Sheet |
48,678.51 |
39,655.88 |
44,528.30 |
36,468.75 |
*After adjustment on account of non-controlling interest.
Consolidated Financial Statements
TheConsolidatedFinancialStatementsofyourCompany for the Financial Year
2022 are prepared in compliance with the applicable provisions of the Companies Act, 2013
(‘the Act'), Indian Accounting Standards (‘Ind AS') and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 [‘SEBI (LODR) Regulations'] which shall also be provided to the Members in
their forthcoming Annual General Meeting (‘AGM').
State of the Company's Affairs
Your Company has presence in 27 States and 7 Union Territories in India
and 5 other countries across the world (viz. Nepal, Sri Lanka, Morocco, Zambia &
Zimbabwe). Further, Company is having 37 manufacturing facilities (31 in India and 6 in
International Geographies) with more than 2,500 owned vehicles, more than 2,400 primary
distributors and more than 110 depots. The Company continues to create long-term value
through different facets of its business and improve its presence, product mix and
utilisation levels. With an increasing penetration on the back of a robust distribution
network and diversifying product portfolio, the Company has created a sustainable
operating efficiency at its manufacturing facilities.
Deposits
Your Company has not accepted any deposits during the year under review
falling within the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.
Transfer to General Reserve
During the year under review, your Company has not transferred any
amount to General Reserve.
Change in the Nature of Business, if any
During the year under review, there was no change in the nature of
business of the Company.
Dividend Distribution Policy
The Board of Directors of the Company in their meeting held on August
9, 2017 approved and adopted a Policy on Distribution of Dividend to comply with
Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the
Company at
https://varunpepsi.com/wp-content/uploads/2019/03/Dividend-Distribution-Policy.pdf
Dividend
During the year under review, the Board of Directors in their meeting
held on August 1, 2022 declared an interim dividend of Rs 2.50 per Equity Share (face
value of Rs 10/- per Equity Share) to the eligible equity shareholders of the Company.
Further, the Board of Directors have also recommended a final dividend of Rs 1.00 per
Equity Share (face value of Rs 10/- per Equity Share) for the Financial Year 2022 for
approval of equity shareholders at the ensuing AGM of the Company. Total cash outflow for
dividend payout would be approx Rs 2,273 million for Financial Year 2022.
Your Company has transferred the unpaid or unclaimed interim dividend
to the Unclaimed Dividend Accounts of the respective financial years and the details of
the same are uploaded on website of the Company at https://
varunpepsi.com/corporate-governance/
Acquisition Guidelines
Your Company applies stringent strategic and financial criteria to any
potential acquisition or partnership and to enhance transparency, the Board of Directors
of the Company have approved and adopted Acquisition Guidelines for Company's M&A
activities for viable acquisitions and the same is uploaded on website of the Company at
https://varunpepsi.com/wp-content/
uploads/2017/08/VBL-Guidelines-for-Acquisition-in-India.pdf
Bonus Issue
During the year under review, your Company has issued and allotted
216,516,540 Bonus Equity Shares in the proportion of 1:2 (i.e. one equity share for every
two equity shares) to the eligible Members whose names appeared in the Register of Members
/ list of beneficial owners as on the record date fixed for this purpose.
As part of the aforesaid allotment, 38,418 Bonus Equity Shares
representing fractional entitlement(s) of 76,836 eligible Members were consolidated and
allotted to "Varun Beverages Limited – Bonus Issue Fractional Shares Trust"
(‘Trust') created for the purpose of selling and distributing the net sale
proceeds among the eligible Members in proportion to their respective fractional
entitlement. The aforesaid 38,418 Equity Shares were sold by the Trust on June 23, 2022
& June 24, 2022 and the net sale proceeds of the same were distributed to the eligible
Members.
Share Capital
Pursuant to the approval of Members at the 27th AGM of the
Company held on April 7, 2022, the Authorized Share Capital of the Company of Rs
10,000,000,000/- (Rupees Ten Billion only) divided into 500,000,000 (Five Hundred Million)
Equity Shares of face value of
Rs 10/- (Rupees Ten only) each and 50,000,000 (Fifty Million)
Preference Shares of face value of Rs 100/- (Rupees One Hundred only) each was
re-classified to
Rs 10,000,000,000/- (Rupees Ten Billion only) divided into
1,000,000,000 (One Billion) Equity Shares of face value of Rs 10/- (Rupees Ten only) each.
During the year under review, the Issued, Subscribed and Paid-up Equity
Share Capital of your Company was increased from Rs 4,330,330,800/- (Rupees Four Billion
Three Hundred Thirty Million Three Hundred Thirty Thousand and Eight Hundred only) divided
into 433,033,080 (Four Hundred Thirty Three Million Thirty Three Thousand and Eighty)
Equity Shares of face value of Rs 10/- (Rupees Ten only) to Rs 6,495,496,200/- (Rupees Six
Billion Four Hundred Ninety Five Million Four Hundred Ninety Six Thousand and Two Hundred
only) divided into 649,549,620 (Six Hundred Forty Nine Million Five Hundred Forty Nine
Thousand and Six Hundred Twenty) Equity Shares of face value of Rs 10/- (Rupees Ten only)
each due to allotment of 216,516,540 (Two Hundred Sixteen Million Five Hundred Sixteen
Thousand Five Hundred and Forty) Bonus Equity Shares of face value of
Rs 10/- (Rupees Ten only) each.
Employees Stock Option Scheme
Your Company has Employees Stock Option Scheme 2016 (‘ESOP Scheme
2016') and to align the same with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time (‘SEBI ESOP
Regulations'), the Members of the Company at their 27th AGM held on April
7, 2022 approved to amend the ESOP Scheme 2016 i.e. in compliance with SEBI ESOP
Regulations.
Certificate from Secretarial Auditors of the Company that ESOP Scheme
2016 has been implemented in accordance with the SEBI ESOP Regulations and the
resolution(s) passed by the Members of the Company will be uploaded on website viz.
https://varunpepsi.com/ for inspection by Members of the Company.
The statutory disclosures as mandated under the Act and SEBI ESOP
Regulations are available on website of the Company at
https://varunpepsi.com/annual-reports/
Credit Rating
During the year under review, your Company's credit ratings by
CRISIL is as below:
| Long Term Rating |
CRISIL AA+/Stable (Upgraded from ‘CRISIL
AA/Positive') |
| Short Term Rating |
CRISIL A1+ (Re-affirmed) |
Related Party Transactions
To comply with the provisions of Sections 177 and 188 of the Act and
Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company
took necessary prior approval of the Audit, Risk Management and Ethics Committee before
entering into related party transactions. All contracts / arrangements / transactions
entered into by the Company during the Financial Year 2022 with related parties, as
defined under the Act and SEBI (LODR) Regulations, were in the ordinary course of business
and on arm's length basis.
During the year under review, your Company and/ or its subsidiaries
have not entered into any contract/ arrangement/ transaction with related parties which
could be considered material in accordance with the Policy of the Company on Related Party
Transactions.
None of the transactions with any of the related parties were in
conflict with the interest of the Company rather, these were synchronized and synergized
with the Company's operations. Attention of Members is drawn to the disclosure of
transactions with the related parties set out in Note No. 44 of the Standalone Financial
Statements forming part of the Annual Report.
Your Company has framed a Policy on Related Party Transactions in
accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for all transactions
between the Company and its related parties. The policy is uploaded on website of the
Company at https://varunpepsi.com/policies/.
Since all transactions which were entered into during the Financial
Year 2022 were on arm's length basis and in the ordinary course of business and there
was no material related party transaction entered by the Company during the Financial Year
2022 as per Policy on Related Party Transactions, hence no detail is required to be
provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees or Investments covered under the
provisions of Section 186 of the Act are given in the Notes to the Standalone Financial
Statements.
Subsidiaries, Associates and Joint Ventures
Your Company has following subsidiaries, associate and joint venture:
Subsidiaries
Varun Beverages (Nepal) Private Limited;
Varun Beverages Lanka (Private) Limited;
- Ole Springs Bottlers (Private) Limited (step-down subsidiary);
Varun Beverages Morocco SA;
Varun Beverages (Zambia) Limited;
Varun Beverages (Zimbabwe) (Private) Limited;
Varun Beverages RDC SAS;
Varun Beverages International DMCC; and
Lunarmech Technologies Private Limited.
Associate
Clean Max Tav Private Limited (w.e.f. 23.11.2022)
Joint Venture
IDVB Recycling Operations Private Limited (w.e.f. 01.07.2022)
To comply with the provisions of Section 129 of the Act, a separate
statement containing salient features of Financial Statements of Subsidiaries, Associate
and Joint Venture of your Company (including their performance and financial position) in
prescribed Form AOC-1 forms part of Consolidated Financial Statements and therefore not
repeated here to avoid duplication. Further, contribution of Subsidiaries, Associate and
Joint Venture to the overall performance of your Company is outlined in Note No. 57 of the
Consolidated Financial Statements.
Financial Statements of the aforesaid Subsidiaries, Associate and Joint
Venture companies are kept open for inspection by the Members at the Registered Office of
your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM
i.e. March 27, 2023 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the
Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to
the Company at its Registered Office or Corporate Office. The Financial Statements
including the Consolidated Financial Statements and all other documents required to be
attached with this Report have been uploaded on website of the Company at
https://varunpepsi.com/ annual-reports/.
To comply with the provisions of Regulation 16(c) of SEBI (LODR)
Regulations, the Board of Directors of the Company have approved and adopted a Policy for
determination of Material Subsidiary and Governance of Subsidiaries. Further, Varun
Beverages (Zimbabwe) (Private) Limited is a material subsidiary of the Company for the
Financial Year 2022. Policy for determination of Material Subsidiary and Governance of
Subsidiaries is uploaded on website of the Company at https://
varunpepsi.com/wp-content/uploads/2022/09/3.-Policy-on-Material-Subsidiary-VBL.pdf
Directors and Key Managerial Personnel Directors
To comply with the provisions of Section 152 of the Act and in terms of
the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668),
Non-Executive Chairman & Director is liable to retire by rotation at the ensuing AGM
and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of
Nomination and Remuneration Committee (‘NRC'), recommended his re-appointment
for consideration by the Members at the ensuing AGM.
During the year under review, Mr. Varun Jaipuria, Whole-time Director
(DIN: 02465412) was elevated and re-designated as "Executive Vice –
Chairman" of the Company w.e.f. March 3, 2022 and all other terms and conditions of
his appointment remained unchanged (including tenure i.e. up to October 31, 2024) as
approved by the Members at their AGM held on June 26, 2020.
As recommended by NRC, the Board of Directors in their meeting held on
February 6, 2023 approved the re-appointment of Ms. Sita Khosla (DIN: 01001803) w.e.f.
February 16, 2023, Dr. Ravi Gupta (DIN: 00023487) w.e.f. March 19, 2023 and Ms. Rashmi
Dhariwal (DIN: 00337814) w.e.f. March 19, 2023, as Independent Directors for a second term
of upto 5 (Five) consecutive years, not liable to retire by rotation, subject to the
approval of Members at the ensuing AGM of the Company.
Further, the above-mentioned Directors have affirmed that they are not
debarred from holding the office of Director by virtue of any SEBI order or any other such
Authority.
Company has received declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Act including compliance of relevant
provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and
SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standards of integrity (including the proficiency) and fulfils the conditions specified in
the Act and SEBI (LODR) Regulations and are independent of the management.
None of the Directors of the Company are disqualified as per the
provisions of Section 164 of the Act. The Directors of the Company have made necessary
disclosures under Section 184 and other relevant provisions of the Act.
Brief resume and other details of the Directors being
appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2
issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI
(LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.
Mr. Kapil Agarwal (DIN: 02079161) has resigned from the position of
Whole-time Director of the Company w.e.f. November 1, 2022 due to personal reasons.
Key Managerial Personnel
Mr. Raj Gandhi (DIN: 00003649), Whole-time Director was elevated and
designated as Key Managerial Personnel of the Company w.e.f. March 3, 2022 in place of Mr.
Kapil Agarwal (CEO & Whole-time Director) in accordance with the provisions of Section
203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and all other terms and conditions of appointment of Mr. Raj Gandhi
remained unchanged (including tenure i.e. up to October 31, 2024) as approved by the
Members at their AGM held on June 26, 2020.
Further, Mr. Rajesh Chawla, Chief Financial Officer and Mr. Ravi
Batra, Chief Risk Officer & Group Company Secretary, continued to be the Key
Managerial Personnel of your Company in accordance with the provisions of Section 203 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Board Evaluation
To comply with the provisions of Section 134(3)(p) of the Act and Rules
made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried
out the annual performance evaluation of the Directors individually including the
Independent Directors (wherein the concerned Director being evaluated did not
participate), Board as a whole and following Committees of the Board of Directors: i)
Audit, Risk Management and Ethics Committee; ii) Nomination and Remuneration Committee;
iii) Stakeholders' Relationship Committee; and
iv) Corporate Social Responsibility Committee.
The manner in which the annual performance evaluation has been carried
out is explained in the Corporate Governance Report which forms part of this report. Board
is responsible to monitor and review the evaluation framework.
Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations,
Independent Directors also evaluated the performance of Non-Independent Directors,
Chairman and Board as a whole at a separate meeting of Independent Directors.
Board and Committees of the Board
The number of meetings of the Board and various Committees of the Board
including composition are set out in the Corporate Governance Report which forms part of
this report. The intervening gap between the meetings was within the period prescribed
under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.
Remuneration Policy
To comply with the provisions of Section 178 of the Act and Rules made
thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company's Remuneration
Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other
Employees of the Company is uploaded on website of the Company at
https://varunpepsi.com/wp-content/uploads/2020/03/ Remuneration-Policy.pdf The Policy
includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs,
Senior Management Personnel and other employees of the Company.
Remuneration of Directors, Key Managerial Personnel and Particulars of
Employees
The statement of disclosure of remuneration under Section 197 of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (‘Rules'), is attached to this report as Annexure
– A.
Further, as per second proviso to Section 136(1) of the Act read with
second proviso of Rule 5 of the Rules, the Board's Report and Financial Statements
are being sent to the Members of the Company excluding the statement of particulars of
employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a
copy of the said statement may write to the Compliance Officer at
complianceofficer@rjcorp.in. The said statement is also available for inspection by the
Members at the Registered Office of your Company on all days except Saturday, Sunday and
Public Holidays up to the date of AGM i.e. March 27, 2023 between 11:00 a.m. to 5:00 p.m.
Statutory Auditors
Due to retirement of existing Joint Statutory Auditors viz. M/s. Walker
Chandiok & Co. LLP (Firm Registration Number 001076N/N500013), Chartered Accountants,
at the conclusion of ensuing AGM upon completion of their 2 (Two) consecutive terms of 5
(Five) years each and pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the
Audit, Risk Management and Ethics Committee, the Board of Directors have recommended
appointment of M/s. J C Bhalla & Co., Chartered Accountants (Firm Registration Number
001111N) as Joint Statutory Auditors of the Company for a term of upto 5 (Five)
consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of
33rd (Thirty Third) AGM of the Company to be held in the Year 2028, subject to
approval of Members at the ensuing AGM. Brief resume and other details of M/s. J C Bhalla
& Co., Chartered Accountants, are separately disclosed in the Notice of ensuing AGM.
M/s. J C Bhalla & Co., Chartered Accountants, have given their
consent to act as Joint Statutory Auditors of the Company and confirmed that their
aforesaid appointment (if made), would be within the limits specified under Section
141(3)(g) of the Act. They have also confirmed that they are not disqualified to be
appointed as Statutory Auditors in terms of provisions of Sections 139(1) and 141(3) of
the Act and the Companies (Audit and Auditors) Rules, 2014.
Further, M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm
Registration Number 000018N/N500091) were appointed by the Members in their 27th
AGM held on April 7, 2022 as Joint Statutory Auditors of the Company to hold office for a
period of up to 5 (Five) consecutive years i.e. till the conclusion of 32nd AGM
of the Company to be held in the Year 2027. They have also confirmed that they are not
disqualified from continuing as Joint Statutory Auditors of the Company.
The Statutory Auditors' Report for the Financial Year 2022 does
not contain any qualification, reservation or adverse remark and forms part of the Annual
Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the
Act.
Cost Audit
In terms of Section 148 of the Act and the Companies (Cost Records and
Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year
2022.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
To comply with the provisions of Section 134 of the Act and Rules made
thereunder, your Company has complied with the provisions relating to constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Act and Regulation 22
of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower
Policy to provide a platform to the Directors and Employees of the Company to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the
Company. The same is detailed in the Corporate Governance Report which forms part of this
report.
Secretarial Auditors
The Board of Directors on recommendation of the Audit, Risk Management
and Ethics Committee, have appointed M/s. Sanjay Grover & Associates, Company
Secretaries to conduct Secretarial Audit of your Company.
The Secretarial Audit Report for the Financial Year 2022 does not
contain any qualification, reservation or adverse remark and is attached to this report as
Annexure - B.
Risk Management
Pursuant to the provisions of Regulation 21(5) of SEBI (LODR)
Regulations, top 1,000 listed entities, determined on the basis of market capitalization,
as at the end of the immediate previous financial year shall constitute a Risk Management
Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors
inter-alia monitor and review the risk management plan and such other functions as
assigned from time to time.
Your Company has a robust Risk Management Policy which identifies and
evaluates business risks and opportunities. The Company recognize that these risks needs
to be managed and mitigated to protect the interest of the stakeholders and to achieve
business objectives. The risk management framework is aimed at effectively mitigating the
Company's various business and operational risks through strategic actions.
Internal Financial Controls
Your Company has in place adequate Internal Financial Controls. The
report on Internal Financial Controls issued by M/s. Walker Chandiok & Co. LLP,
Chartered Accountants and M/s. O P Bagla & Co. LLP, Chartered Accountants, Joint
Statutory Auditors of the Company is annexed to the Audit Report on the Financial
Statements of the Company and does not contain any reportable weakness in the Company.
Corporate Social Responsibility (CSR)
Your Company has a Corporate Social Responsibility Policy which is
uploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2022/11/
CSR-Policy.pdf
Annual Report on CSR activities for the Financial Year 2022 as required
under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure - C.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the
Directors state that:
(a) in the preparation of the annual accounts for the Financial Year
ended December 31, 2022, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Company as at December 31, 2022
and of the profits of the Company for the period ended on that date;
(c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls were adequate and
operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
Other Information
Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review,
as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the
Annual Report.
Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report for the Financial
Year 2022 describing the initiatives taken by the Company from an Environment, Social and
Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations
forms part of the Annual Report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure
- D.
Corporate Governance Report
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India. The report on Corporate Governance as stipulated
under the SEBI (LODR) Regulations is attached to this report as Annexure - E. The
certificate from M/s. Sanjay Grover & Associates, Practicing Company Secretaries
confirming compliance with the conditions of corporate governance is also attached to the
Corporate Governance Report.
Award
Your Company has been awarded by Capital Finance International (in the
category - FMCG Sector), Business Brand and CNBC TV 18 - Incredible Brands of India Awards
for following best Corporate Governance practices for the year ended 2022.
Listing
The Equity Shares of the Company are listed on the National Stock
Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide
trading terminals. Annual listing fee for the Financial Year 2022-23 has been paid to the
National Stock Exchange of India Limited and BSE Limited.
Annual Return
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return
of the Company is uploaded on website of the Company at
https://varunpepsi.com/annual-reports/
Research and Development
During the year under review, no Research & Development was carried
out.
Cautionary Statement
Statements in the Board's Report and the Management Discussion
& Analysis Report describing the Company's objectives, expectations or forecasts
may be forward looking within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.
General
Your Directors confirm that no disclosure or reporting is required in
respect of the following items as there was no transaction on these items during the year
under review:
1. Issue of equity shares with differential voting rights as to
dividend, voting or otherwise.
2. The Whole-time Directors of the Company does not receive any
remuneration or commission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
4. Issue of Sweat Equity Shares.
5. No application made or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 as at the end of the Financial Year 2022.
6. Details of difference between the amount of valuation at the time of
one time settlement and valuation done while taking loan from banks or financial
institutions are not applicable.
The Company is in regular compliance of the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India.
No material changes and commitments have occurred after the closure of
the Financial Year 2022 till the date of this Report which would affect the financial
position of your Company.
Acknowledgement
Your Company's organizational culture upholds professionalism,
integrity and continuous improvement across all functions as well as efficient utilization
of the Company's resources for sustainable and profitable growth.
Our Directors wish to place on record their appreciation for the
sincere services rendered by employees of the Company at all levels. Your Directors also
wish to place on record their appreciation for the valuable cooperation and support
received from various Government Authorities, Banks / Financial Institutions and other
stakeholders such as members, customers and suppliers, among others. Your Directors also
commend the continuing commitment and dedication of employees at all levels which has been
vital for the Company's success. Your Directors look forward to their continued
support in future.
| For and on behalf of the Board of Directors |
| For |
Varun Beverages Limited |
|
Ravi Jaipuria |
| Date: February 6, 2023 |
Chairman |
| Place: Gurugram |
DIN: 00003668 |
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