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United Spirits Ltd

BSE Code : 532432 | NSE Symbol : MCDOWELL-N | ISIN:INE854D01024| SECTOR : Alcoholic Beverages |

NSE BSE
 
SMC down arrow

899.30

-11.15 (-1.22%) Volume 280564

21-Jan-2022 EOD

Prev. Close

910.45

Open Price

910.00

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 921.20 - 890.15

52 wk High/Low 1,019.95 - 507.50

Key Stats

MARKET CAP (RS CR) 65324.82
P/E 79.21
BOOK VALUE (RS) 61.5206381
DIV (%) 0
MARKET LOT 1
EPS (TTM) 11.35
PRICE/BOOK 14.6129823708704
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 38.64
4

News & Announcements

21-Jan-2022

United Spirits Ltd - United Spirits Limited - Loss of Share Certificates

14-Jan-2022

United Spirits Ltd - United Spirits Limited - Loss of Share Certificates

13-Jan-2022

United Spirits to hold board meeting

13-Jan-2022

United Spirits Ltd - Compliances-Reg. 39 (3) - Details of Loss of Certificate / Duplicate Certificate

13-Jan-2022

United Spirits to hold board meeting

31-Dec-2021

United Spirits receives revision in credit ratings from CRISIL

20-Oct-2021

United Spirits to hold board meeting

07-Sep-2021

United Spirits to hold EGM

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Amar Alcoholi Ltd 531442
Arlem Breweries Ltd (Merged) 507270
Arvind Rashayana Udyog Ltd 526793
Associated Alcohols & Breweries Ltd 507526 ASALCBR
Aurangabad Distillery Ltd 538379 AURDIS
Balaji Distilleries Ltd(merged) 500035 BALAJIDIST
Blossom Industries Ltd 507476
Carew Phipson Ltd (Merged) 507075
Charminar Breweries Ltd (Merged) 507494
Comfort Intech Ltd 531216
Empee Distilleries Ltd 532920 EDL
G M Breweries Ltd 507488 GMBREW
Globus Spirits Ltd 533104 GLOBUSSPR
Golden Breweries Ltd 7520
Haryana Breweries Ltd (Merged) 507138
Haryana Suraj Maltings Ltd 519395
Herbertsons Ltd(merged) 500181 HERBETSON
Hindustan Breweries & Bottling Ltd 507140
IFB Agro Industries Ltd 507438 IFBAGRO
Indage Vintners Ltd 522059
Indo Lowenbrau Breweries Ltd (Merged) 507152
Interlink Exports Ltd 523994
Jagatjit Industries Ltd 507155 JAGAJITIND
Kedia Distilleries Ltd 500237 KEDIADIST
Khoday India Ltd 507435
McDowell & Company Ltd (Merged) 500273 MCDOWELL
Millennium Beer Industries Ltd(merged) 521147 INERTIAIND
Mohan Meakin Ltd 590039
Mount Shivalik Industries Ltd 507522
Mysore Breweries Ltd 40068
Narang Industries Ltd 523317
Pals Distilleries Ltd 531864
Pampasar Distillery Ltd (Merged) 523497
Piccadily Agro Industries Ltd 530305
Piccadily Sugar & Allied Inds Ltd 507498 PICCADSUG
Pincon Spirit Ltd 538771 PINCON
Pioneer Distilleries Ltd 531879 PIONDIST
Premier Breweries Ltd (Merged) 40658
Punjab Breweries Ltd (Merged) 507274
Radico Khaitan Ltd 532497 RADICO
Radico-Khaitan Ltd (Merged) 532237 RADICO(MER
Rainbow Breweries Ltd 507520
Rajasthan Breweries Ltd 507456 RAJASBREW
Ravikumar Distilleries Ltd 533294 RKDL
Rochees Breweries Ltd 531639
SDF Industries Ltd 507518
Shaw Wallace & Company Ltd(merged) 501379 SHAWALLACE
Shri Gang Industries & Allied Products Ltd 523309
Sica Breweries Ltd (Merged) 507348
Silver Oak (India) Ltd 531635
SKG Consolidated Ltd 40421
Skol Breweries Ltd (Merged) 507352
Som Distilleries & Breweries Ltd 507514 SDBL
Southern Agrifurane Industries Ltd 40051
Tilaknagar Industries Ltd 507205 TI
United Breweries Ltd 532478 UBL
West Coast Brewers & Distillers Ltd 507466
Winsome Breweries Ltd 526471
Xylon Loquitur Distillers & Vintners Ltd 530097

Share Holding

Category No. of shares Percentage
Total Foreign 130340014 17.94
Total Institutions 75648707 10.41
Total Govt Holding 37605 0.01
Total Non Promoter Corporate Holding 14581371 2.01
Total Promoters 412235040 56.73
Total Public & others 93795978 12.90
Total 726638715 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About United Spirits Ltd

United Spirits Ltd is India's second largest spirits company in the world by volume and is a subsidiary of Diageo plc- a global leader in beverage alcohol with an outstanding portfolio of brands across spirits, beer and wine categories. The Company produces and sells around 90mn cases of Scotch whisky, IMFL whisky, brandy, rum, vodka, gin and wine. The Company is engaged in the business of manufacture, purchase and sale of beverage alcohol (spirits and wines), including through tie-up manufacturing units and strategic brand franchises. In addition, the Company holds the perpetual right to the Bangalore Franchise of Board of Control for Cricket in India - Indian Premier League (BCCI-IPL). I They operate in two geographic segments: India and outside India. The Company's portfolio includes brands such as McDowell's No.1, Royal Challenge, Signature, and Antiquity, among others. It also imports, manufactures and sells Diageo's iconic brands such as Johnnie Walker, VAT 69, Black & White, Smirno and Ciroc in India. It has brands spanning across price points operating in all segments of Popular, Prestige, Premium and Luxury. United Spirits Ltd was incorporated in the year 1999 as McDowell Sprits Ltd. In April 1, 2000, the company name was changed from McDowell Sprits Ltd to McDowell & Company Ltd. In the year 2002, McDowell Alcobev became the wholly owned subsidiary of the company. Also, the company made alliances with US, Australia and French Cos. for bulk wine import. Phipson Distilley became a wholly owned subsidiary of the company. Also, the company acquired 85% equity stake in Truimph Distilleries & Vinters Pvt Ltd, subsequently, the Truimph Distilleries & Vinters became a subsidiary company. In December 2002, the company acquired the Indian and Middle East businesses of Gilbeys from UDV through their ultimate subsidiary Triumph Distillers & Vintners Pvt Ltd. During the year, McDowell International Brands Ltd became a wholly owned subsidiary consequent upon the transfer of beneficial interests in the balance 60 equity shares of Rs 10 each held by the other shareholders to the company. In the year 2003, the company rolled out their new Whisky brand, 'Derby Special Whisky' in Andhra Pradesh Market. They forged alliance with Newzealand Company called Independent Liquor to pursue an aggressive growth strategy in the ready-to-drink segment. McDowell Alcobev, a subsidiary of the company made open offer to acquire 25% stake in Intertia Industries. The company unleashed new Vodka as part of their product portfolio. In the year 2004, the company launched the Old Cask Rum, in the Karnataka market. Also, they unveiled the 'Signature', a new and costly item in product line at Tamil Nadu market. During the year 2004-05, the McDowell India Spirits Ltd became a wholly owned subsidiary of the company consequent upon the purchase of 50,000 equity shares of Rs 10 each, from the existing shareholders of the company. The company made an open offer to the shareholders of Shaw Wallace & Company Ltd. Pursuant to the open offer, the company acquired 12,001,518 equity shares constituting 25% of the paid up equity share capital of Shaw Wallace & Company Ltd. Also, the investment business of the company was demerged and transferred to McDowell India Spirits Ltd (now know as McDowell Holdings Ltd) with effect from the April 1, 2005. During the year 2005-06, Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd and Shaw Wallace Distilleries Ltd were amalgamated with the company with effect from April 1, 2005. In order to expand their Scotch whisky to a larger consumer segment and the middle-income group in particular, the company launched a low-priced variant of their Black Dog Scotch. Also, they introduced McDowell's No.1 Celebration Rum and Antiquity Blue. In March 2006, Primo Distributors Pvt Ltd, a wholly owned subsidiary of United Distillers India Ltd, became a wholly owned subsidiary of the company. During the year 2006-07, the company changed their name from McDowell & Company Ltd to United Spirits Ltd, with effect from October 17, 2006. The company launched their international operations with the acquisition of Bouvet-Ladubay S.A., a 3.2 million-bottle winery in the Saumur Valley in the Loire region of France. In May 2007, the company acquired 100% stake in Whyte & Mackay, a leading distiller of Scotch whisky. During the year 2007-08, Liquidity Inc, Whyte and Mackay Group Ltd, Whyte and Mackay Ltd, Whyte and Mackay Warehousing Ltd, Bruce & Company (Leith) Ltd, Charles Mackinlay & Company Ltd, Dalmore Distillers Ltd, Dalmore Whyte & Mackay Ltd, Edinburgh Scotch Whisky Company Ltd, Ewen & Company Ltd; Fettercairn Distillery Ltd, Findlater Scotch Whisky Ltd, Glayva Liqueur Ltd, Glentalla Ltd, GPS Realisations Ltd, Grey Rogers & Company Ltd, Hay & MacLeod Ltd, Invergordon Distillers (Holdings) Ltd, Invergordon Gin Ltd, Isle of Jura Distillery Company Ltd, Jarvis Halliday & Company Ltd, John E McPherson & Sons Ltd, KI Trustees Ltd, Kensington Distillers Ltd, Kyndal Spirits Ltd, Leith Distillers Ltd, Loch Glass Distilling Company Ltd, Longman Distillers Ltd, Lycidas (437) Ltd, Pentland Bonding Company Ltd, Ronald Morrison & Company Ltd, St. Vincent Street (437) Ltd, Tamnavulin-Glenlivet Distillery Company Ltd, TDL Realisations Ltd, Invergordon Distillers Group Ltd, Invergordon Distillers Ltd, The Sheep Dip Whisky Company Ltd, W & S Strong Ltd, Watson & Middleton Ltd, Wauchope Moodie & Company Ltd, Whyte and Mackay de Venezuela CA, Whyte & Mackay Distillers Ltd, Whyte and Mackay Holdings Ltd, Whyte and Mackay Property Ltd, William Muir Ltd, WMB Realisations Ltd, McDowell & Company Ltd, Jasmine Flavours & Fragrances Pvt Ltd and Royal Challengers Sports Pvt Ltd became the subsidiaries of the company. During the year 2008-09, United Spirits (Shangai) Trading Company Ltd became a wholly owned subsidiary of the company. In March 2009, as per the scheme of amalgamation, Zelinka Ltd was amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Zelinka Ltd with the company, Palmer Investment Group Ltd and Montrose International S.A. became direct wholly owned subsidiaries of the company and Liquidity Inc. became a direct subsidiary of the company. In June 2009, as per the scheme of amalgamation, Shaw Wallace & Company Ltd and Primo Distributors Pvt Ltd were amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Shaw Wallace & Company Ltd, Shaw Wallace Breweries Ltd became a direct subsidiary of the company. During the year 2009-10, Tern Distilleries Pvt Ltd having a unit for manufacture of Extra Neutral Alcohol in Andhra Pradesh, became a wholly owned subsidiary of the company consequent upon the acquisition of their entire paid-up share capital by the company. Consequent to allotment of equity shares to another investor and to the company, Four Seasons Wines Ltd ceased to be a wholly owned subsidiary but continues to be a subsidiary of the company. During the year 2010-11, as per the scheme of arrangement, all the assets and liabilities of Balaji Distilleries Ltd, other than Brewery Division Undertaking, as a going concern stood transferred to and vested in the Company with effect from April 1, 2009. The company acquired 61.53% of the paid up capital of Sovereign Distilleries Ltd (SDL). Consequently, SDL became a subsidiary of the company. Also, the company proposes to acquire 100% of the paid up capital of SDL. During the year, the company acquired 7,322,280 equity shares constituting 54.69% of the paid up capital of Pioneer Distilleries Ltd (PDL). Further, 977,212 Equity shares, constituting 7.30% and 2,677,640 equity shares, constituting 20.00% of the paid up capital of PDL were acquired from the open market, thereby acquiring a total of 10,977,132 equity shares, aggregating to 81.99% of the paid up capital of PDL. Consequently, PDL became a subsidiary of the company. During the year, Herbertsons Ltd and Spring Valley Investments Holding Inc, ceased to be subsidiaries of the company consequent to the sale of shares and liquidation respectively. Chennai Breweries Pvt Ltd (CBPL), a wholly owned subsidiary of Balaji Distilleries Ltd (BDL) became a wholly owned subsidiary of the company consequent to amalgamation of BDL with the company. In November 2011, Chennai Breweries Private Litd was amalgamated with United Breweries Ltd with effect from November 12, 2012. During the year under review, the company had acquisition of 41.54 % Equity stake in Sovereign Distilleries Ltd In 2012, the company acquired 100% ownership in Sovereign Distilleries Ltd and also confirmed stake sale talks with Diago plc. On 27 May 2013, Diageo acquired a 10% stake in United Spirits at a cost of Rs 20,927,196,000. It also separately acquired an additional 58,668 shares for Rs 85,778,082. On 4 July 2013, Diageo bought an additional 14.98% of the company for Rs 31.35 billion. Diageo acquired an additional 21.77 million shares at a cost of Rs 1,440 per share in an off-market-deal from United Spirits' promoters, raising its holdings to 25.02 per cent of the company. Following that purchase, Diageo held 36.3 million shares in USL, acquired at a cost of Rs 52,358.5 million, making it the largest shareholder. Under pressure from Diageo, some substantial changes to the management structure of the firm began to take place in 2013. The issued, subscribed and paid-up equity share capital of the Company stood increased from Rs.1,307,949,680/- divided into 130,794,968 equity shares of Rs.10/- each to Rs.1,453,277,430/- divided into 145,327,743 equity shares of Rs.10/- each consequent upon the issue and allotment of 14,532,775 equity shares of Rs.10/- each at a price of Rs.1,440/- per equity share on preferential basis to Relay B.V., an indirect wholly owned subsidiary of Diageo plc in FY 2014. During the year 2014, the Company has entered into an Asset Purchase Agreement with JP Impex Incorp, a partnership firm having its principal place of business at No.219/11, J P Corp, Bellary Road, Sadashivanagar, Bangalore - 560 080 and factory at Plot No.82/3 and 82/2 in Survey No.95 in the Nandur Kesaratagi Industrial Area, Nandur Hobli, Kesaba Teluka, Gulbarga District, Gulbarga, Karnataka (Factory), inter alia, for purchasing from the firm, the building, plant and machinery, licences, transfer of lease hold rights on the land, all relating to the Factory. The purchase of the above assets would facilitate an increase in the Company's licensed Indian Made Foreign Liquor production capacity in the State of Karnataka, which the Company proposes to use for Tetra Pak production and availing logistical advantage. The closing of the transaction is subject to the fulfillment of certain conditions precedents by the Firm. Further to the approval of Board of Directors of the Company and final clearance of the individual directors authorized by the Board to monitor the process, on July 7, 2015, the Company placed an order for sale by way of a block trade on National Stock Exchange of India Limited (NSE) of 85,00,000 equity shares held by the Company in United Breweries Limited (UBL) (constituting 3.21% of the paid up equity share capital of UBL) to Heineken International B.V. at a price of Rs 1,030 per share. The sale consideration, net of brokerage, was Rs 872 Crores (against book value of Rs 15 Crores) resulting in profit on this transaction (which is to be determined after taking into account other transaction costs and taxes). Following the completion of this sale on July 9, 2015, the Company holds no shares in UBL and has ceased to be a promoter in UBL. This divestment was a part of the process of magnetizing certain non-core assets of the Company (as previously disclosed to the stock exchanges on October 20, 2014), in the ordinary course of the Company's business. During FY 2015, the Company's manufacturing unit situated at Poonamalle, Chennai was hived-off to Enrica Enterprises Private Limited in terms of Section 391 to 394 of the Companies Act, 1956 pursuant to the approval of the Hon'ble High Courts of Karnataka and Madras. In addition, the Company's entire holding in its wholly owned subsidiary Whyte and Mackay Group Limited along with its subsidiaries were transferred during the year to Emperador Inc. Subsequent to the financial year 2014-15, SW Finance Co. Limited, a wholly owned subsidiary of the Company, was amalgamated with the Company pursuant to the orders of the Hon'ble High Courts being filed with the Registrar of Companies. The Company had 22 subsidiary companies in the financial year ended on March 31, 2015. The Company had 19 subsidiary companies in the financial year ended on March 31, 2016. Consequent to the sale Bouvet Ladubay S.A.S. and Chapin Landias S.A.S., the two wholly owned subsidiaries of the Company ceased to be subsidiaries of the Company and as stated, SW Finance Co. Limited also ceased to be subsidiary of the Company upon its merger with the Company. The Company had issued 17,502,762 global depository shares (GDSs) representing 8,751,381 equity shares with 2 GDSs representing 1 equity share of face value of Rs10/- each at US$ 7.4274 per GDS, aggregating to US$ 130 million, listed on the Luxembourg stock exchange. These GDSs did not carry any voting rights. The Company, as mentioned in its letter dated September 22, 2016 addressed to Deutsche Bank Trust Company Americas, Depository for the GDS, had elected to terminate the deposit agreement in respect of the GDSs and the same was communicated to the Luxembourg Stock Exchange with the objective of delisting these GDSs listed with Luxembourg stock exchange. The Company vide its letter dated January 09, 2017, extended the termination date to February 10, 2017 and eventually the Depository for global depository shares (GDSs), was terminated by virtue of which the GDSs have been cancelled. Notwithstanding this development, the number of shares outstanding or issued and subscribed in the share capital of the Company remains unchanged at Rs 1,453 million being 145,327,743 equity shares of Rs10 each fully paid up and the Company's shares continue to be listed with the National Stock Exchange of India Limited and BSE Limited. Consequent to this, the GDS listed with the Luxembourg Stock Exchange had been de- listed. The Company has sub-divided 548,000,000 equity shares of Face Value of Rs 10/- per equity share into 2,740,000,000 equity shares of Rs 2/- per equity share and also 1,200,000 preference shares of face value of Rs 100/- per preference share into 12,000,000 preference shares of Rs 10/- per preference share of the Company subsequent to the end of the FY 2017-18.United Spirits Nepal Pvt. Ltd was sold during the FY 2017-18.

United Spirits Ltd Chairman Speech

Dear Shareholders,

The year under review commenced with the unprecedented COVID-19 pandemic that gripped the world, leading to disruption and changing the way we live and work. In India, just when we thought the worst was over, the deadly second wave of the pandemic struck, claiming innumerable lives, causing unimaginable agony and grief. On behalf of the USL Board, we offer our deepest condolences to those who have lost their loved ones. While the vaccine rollout has provided optimism in controlling the surge of infections, accelerating the pace of vaccination will be crucial, especially as lockdowns are lifted across the country. The COVID-19 outbreak impacted economies across the world. Like many other countries, India too endured an erosion of growth in FY21. The Gross Domestic Product (GDP) contracted by 7.3% during the year as consumer spending, private investments and exports plummeted sharply. Notwithstanding the Government's economic stimulus measures to support demand recovery, the lockdown-like curbs in wake of the second wave of the pandemic have cast a dark shadow over India's ongoing economic revival.

Our Company's performance has been remarkably resilient, thanks to the solidarity and commitment of our people. While revenues and operating margins were significantly impacted in the first quarter of FY21 during which the alcoholic beverages sector faced a complete shutdown for six weeks, we made a steady sequential recovery to deliver commendable full-year results. Our focus on strengthening brands, fostering close connections with business partners, and maintaining an agile response to the fluid situation enabled us to bounce back faster. During this health crisis, our Company has stood up as a responsible corporate citizen. Early in 2020, when the country was staring at a huge shortage of sanitisers, we were amongst the first companies to publicly commit a donation of 300,000 litres of bulk hand sanitisers and 150,000 masks to frontline workers across public health departments, police, and the army. The restaurant industry, the third-largest in the services sector in India has been severely impacted by the pandemic. In 2020, we committed _ 75 crore to ‘Raising the Bar', an initiative that will run over two years to support bars, pubs, and restaurants serving alcohol. This programme provides strong on-ground support to qualifying outlets, with physical equipment and ‘hygiene kits', and helps to establish partnerships with online reservations and cashless systems. And very recently, Diageo pledged _ 45 crore to augment public healthcare infrastructure in One District in each State and Union Territory of India by setting up Pressure Swing Adsorption (PSA) Oxygen Plants, fully-equipped prefabricated 16-bed mini-hospital units, and donating medical equipment. With mixed feelings, we bid adieu to our Managing Director & CEO, Anand Kripalu, who has stepped down effective June 30, 2021, after leading this organisation for seven years. Anand was responsible for spearheading USL's integration with Diageo India and transforming USL into a future-ready enterprise. He played an outstanding role in aligning the culture and values of the organisation with that of Diageo by being a role model for probity and ethical conduct and cascading it through the entire Company as a non-negotiable aspect of conducting business. His focus on strengthening and accelerating core brands and driving productivity across every aspect of the business has created a solid runway for the future. Anand tirelessly championed responsible drinking and shaped USL's trusted relationships through community endeavours and partnerships. I extend the Board's sincere appreciation for his invaluable contribution and wish him luck in his future endeavours.

We welcomed our next phase of leadership with Hina Nagarajan joining the Company on April 1, 2021 as CEO-Designate. Post Anand's departure, she took over as Managing Director and CEO of USL. Hina has delivered outstanding outcomes as the Managing Director of Diageo's Africa Regional Markets (ARM). She is an accomplished senior leader with a proven track record in business transformation and development in complex emerging markets across several consumer sectors (food & beverage, health & hygiene, nutrition, beauty, home dcor), with more than 30 years of experience. The Board is confident that USL will continue to go from strength to strength under her able leadership.

Hina's joining is also a strong commitment to our inclusion and diversity agenda and I am delighted to share that women now constitute 50% of the USL executive team. Despite the unprecedented economic disruption, USL has emerged stronger and is well-positioned to harness the long-term growth opportunity in India. Rapid urbanisation, favourable demographics, rising disposable income, growing acceptance of drinking, changing social norms, and increasing inclination towards premium products will drive market growth. Backed by the global experience of our parent company and our local strengths, we are confident of unlocking these unfolding opportunities. I would like to thank you, our shareholders, for your trust and support in these challenging times. USL will continue to work together with all stakeholders in pursuit of our goal to be one of the best performing and trusted consumer products companies in India.

Stay safe. Stay well. Yours sincerely,

Mahendra Kumar Sharma

Chairman

   

United Spirits Ltd Company History

United Spirits Ltd is India's second largest spirits company in the world by volume and is a subsidiary of Diageo plc- a global leader in beverage alcohol with an outstanding portfolio of brands across spirits, beer and wine categories. The Company produces and sells around 90mn cases of Scotch whisky, IMFL whisky, brandy, rum, vodka, gin and wine. The Company is engaged in the business of manufacture, purchase and sale of beverage alcohol (spirits and wines), including through tie-up manufacturing units and strategic brand franchises. In addition, the Company holds the perpetual right to the Bangalore Franchise of Board of Control for Cricket in India - Indian Premier League (BCCI-IPL). I They operate in two geographic segments: India and outside India. The Company's portfolio includes brands such as McDowell's No.1, Royal Challenge, Signature, and Antiquity, among others. It also imports, manufactures and sells Diageo's iconic brands such as Johnnie Walker, VAT 69, Black & White, Smirno and Ciroc in India. It has brands spanning across price points operating in all segments of Popular, Prestige, Premium and Luxury. United Spirits Ltd was incorporated in the year 1999 as McDowell Sprits Ltd. In April 1, 2000, the company name was changed from McDowell Sprits Ltd to McDowell & Company Ltd. In the year 2002, McDowell Alcobev became the wholly owned subsidiary of the company. Also, the company made alliances with US, Australia and French Cos. for bulk wine import. Phipson Distilley became a wholly owned subsidiary of the company. Also, the company acquired 85% equity stake in Truimph Distilleries & Vinters Pvt Ltd, subsequently, the Truimph Distilleries & Vinters became a subsidiary company. In December 2002, the company acquired the Indian and Middle East businesses of Gilbeys from UDV through their ultimate subsidiary Triumph Distillers & Vintners Pvt Ltd. During the year, McDowell International Brands Ltd became a wholly owned subsidiary consequent upon the transfer of beneficial interests in the balance 60 equity shares of Rs 10 each held by the other shareholders to the company. In the year 2003, the company rolled out their new Whisky brand, 'Derby Special Whisky' in Andhra Pradesh Market. They forged alliance with Newzealand Company called Independent Liquor to pursue an aggressive growth strategy in the ready-to-drink segment. McDowell Alcobev, a subsidiary of the company made open offer to acquire 25% stake in Intertia Industries. The company unleashed new Vodka as part of their product portfolio. In the year 2004, the company launched the Old Cask Rum, in the Karnataka market. Also, they unveiled the 'Signature', a new and costly item in product line at Tamil Nadu market. During the year 2004-05, the McDowell India Spirits Ltd became a wholly owned subsidiary of the company consequent upon the purchase of 50,000 equity shares of Rs 10 each, from the existing shareholders of the company. The company made an open offer to the shareholders of Shaw Wallace & Company Ltd. Pursuant to the open offer, the company acquired 12,001,518 equity shares constituting 25% of the paid up equity share capital of Shaw Wallace & Company Ltd. Also, the investment business of the company was demerged and transferred to McDowell India Spirits Ltd (now know as McDowell Holdings Ltd) with effect from the April 1, 2005. During the year 2005-06, Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd and Shaw Wallace Distilleries Ltd were amalgamated with the company with effect from April 1, 2005. In order to expand their Scotch whisky to a larger consumer segment and the middle-income group in particular, the company launched a low-priced variant of their Black Dog Scotch. Also, they introduced McDowell's No.1 Celebration Rum and Antiquity Blue. In March 2006, Primo Distributors Pvt Ltd, a wholly owned subsidiary of United Distillers India Ltd, became a wholly owned subsidiary of the company. During the year 2006-07, the company changed their name from McDowell & Company Ltd to United Spirits Ltd, with effect from October 17, 2006. The company launched their international operations with the acquisition of Bouvet-Ladubay S.A., a 3.2 million-bottle winery in the Saumur Valley in the Loire region of France. In May 2007, the company acquired 100% stake in Whyte & Mackay, a leading distiller of Scotch whisky. During the year 2007-08, Liquidity Inc, Whyte and Mackay Group Ltd, Whyte and Mackay Ltd, Whyte and Mackay Warehousing Ltd, Bruce & Company (Leith) Ltd, Charles Mackinlay & Company Ltd, Dalmore Distillers Ltd, Dalmore Whyte & Mackay Ltd, Edinburgh Scotch Whisky Company Ltd, Ewen & Company Ltd; Fettercairn Distillery Ltd, Findlater Scotch Whisky Ltd, Glayva Liqueur Ltd, Glentalla Ltd, GPS Realisations Ltd, Grey Rogers & Company Ltd, Hay & MacLeod Ltd, Invergordon Distillers (Holdings) Ltd, Invergordon Gin Ltd, Isle of Jura Distillery Company Ltd, Jarvis Halliday & Company Ltd, John E McPherson & Sons Ltd, KI Trustees Ltd, Kensington Distillers Ltd, Kyndal Spirits Ltd, Leith Distillers Ltd, Loch Glass Distilling Company Ltd, Longman Distillers Ltd, Lycidas (437) Ltd, Pentland Bonding Company Ltd, Ronald Morrison & Company Ltd, St. Vincent Street (437) Ltd, Tamnavulin-Glenlivet Distillery Company Ltd, TDL Realisations Ltd, Invergordon Distillers Group Ltd, Invergordon Distillers Ltd, The Sheep Dip Whisky Company Ltd, W & S Strong Ltd, Watson & Middleton Ltd, Wauchope Moodie & Company Ltd, Whyte and Mackay de Venezuela CA, Whyte & Mackay Distillers Ltd, Whyte and Mackay Holdings Ltd, Whyte and Mackay Property Ltd, William Muir Ltd, WMB Realisations Ltd, McDowell & Company Ltd, Jasmine Flavours & Fragrances Pvt Ltd and Royal Challengers Sports Pvt Ltd became the subsidiaries of the company. During the year 2008-09, United Spirits (Shangai) Trading Company Ltd became a wholly owned subsidiary of the company. In March 2009, as per the scheme of amalgamation, Zelinka Ltd was amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Zelinka Ltd with the company, Palmer Investment Group Ltd and Montrose International S.A. became direct wholly owned subsidiaries of the company and Liquidity Inc. became a direct subsidiary of the company. In June 2009, as per the scheme of amalgamation, Shaw Wallace & Company Ltd and Primo Distributors Pvt Ltd were amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Shaw Wallace & Company Ltd, Shaw Wallace Breweries Ltd became a direct subsidiary of the company. During the year 2009-10, Tern Distilleries Pvt Ltd having a unit for manufacture of Extra Neutral Alcohol in Andhra Pradesh, became a wholly owned subsidiary of the company consequent upon the acquisition of their entire paid-up share capital by the company. Consequent to allotment of equity shares to another investor and to the company, Four Seasons Wines Ltd ceased to be a wholly owned subsidiary but continues to be a subsidiary of the company. During the year 2010-11, as per the scheme of arrangement, all the assets and liabilities of Balaji Distilleries Ltd, other than Brewery Division Undertaking, as a going concern stood transferred to and vested in the Company with effect from April 1, 2009. The company acquired 61.53% of the paid up capital of Sovereign Distilleries Ltd (SDL). Consequently, SDL became a subsidiary of the company. Also, the company proposes to acquire 100% of the paid up capital of SDL. During the year, the company acquired 7,322,280 equity shares constituting 54.69% of the paid up capital of Pioneer Distilleries Ltd (PDL). Further, 977,212 Equity shares, constituting 7.30% and 2,677,640 equity shares, constituting 20.00% of the paid up capital of PDL were acquired from the open market, thereby acquiring a total of 10,977,132 equity shares, aggregating to 81.99% of the paid up capital of PDL. Consequently, PDL became a subsidiary of the company. During the year, Herbertsons Ltd and Spring Valley Investments Holding Inc, ceased to be subsidiaries of the company consequent to the sale of shares and liquidation respectively. Chennai Breweries Pvt Ltd (CBPL), a wholly owned subsidiary of Balaji Distilleries Ltd (BDL) became a wholly owned subsidiary of the company consequent to amalgamation of BDL with the company. In November 2011, Chennai Breweries Private Litd was amalgamated with United Breweries Ltd with effect from November 12, 2012. During the year under review, the company had acquisition of 41.54 % Equity stake in Sovereign Distilleries Ltd In 2012, the company acquired 100% ownership in Sovereign Distilleries Ltd and also confirmed stake sale talks with Diago plc. On 27 May 2013, Diageo acquired a 10% stake in United Spirits at a cost of Rs 20,927,196,000. It also separately acquired an additional 58,668 shares for Rs 85,778,082. On 4 July 2013, Diageo bought an additional 14.98% of the company for Rs 31.35 billion. Diageo acquired an additional 21.77 million shares at a cost of Rs 1,440 per share in an off-market-deal from United Spirits' promoters, raising its holdings to 25.02 per cent of the company. Following that purchase, Diageo held 36.3 million shares in USL, acquired at a cost of Rs 52,358.5 million, making it the largest shareholder. Under pressure from Diageo, some substantial changes to the management structure of the firm began to take place in 2013. The issued, subscribed and paid-up equity share capital of the Company stood increased from Rs.1,307,949,680/- divided into 130,794,968 equity shares of Rs.10/- each to Rs.1,453,277,430/- divided into 145,327,743 equity shares of Rs.10/- each consequent upon the issue and allotment of 14,532,775 equity shares of Rs.10/- each at a price of Rs.1,440/- per equity share on preferential basis to Relay B.V., an indirect wholly owned subsidiary of Diageo plc in FY 2014. During the year 2014, the Company has entered into an Asset Purchase Agreement with JP Impex Incorp, a partnership firm having its principal place of business at No.219/11, J P Corp, Bellary Road, Sadashivanagar, Bangalore - 560 080 and factory at Plot No.82/3 and 82/2 in Survey No.95 in the Nandur Kesaratagi Industrial Area, Nandur Hobli, Kesaba Teluka, Gulbarga District, Gulbarga, Karnataka (Factory), inter alia, for purchasing from the firm, the building, plant and machinery, licences, transfer of lease hold rights on the land, all relating to the Factory. The purchase of the above assets would facilitate an increase in the Company's licensed Indian Made Foreign Liquor production capacity in the State of Karnataka, which the Company proposes to use for Tetra Pak production and availing logistical advantage. The closing of the transaction is subject to the fulfillment of certain conditions precedents by the Firm. Further to the approval of Board of Directors of the Company and final clearance of the individual directors authorized by the Board to monitor the process, on July 7, 2015, the Company placed an order for sale by way of a block trade on National Stock Exchange of India Limited (NSE) of 85,00,000 equity shares held by the Company in United Breweries Limited (UBL) (constituting 3.21% of the paid up equity share capital of UBL) to Heineken International B.V. at a price of Rs 1,030 per share. The sale consideration, net of brokerage, was Rs 872 Crores (against book value of Rs 15 Crores) resulting in profit on this transaction (which is to be determined after taking into account other transaction costs and taxes). Following the completion of this sale on July 9, 2015, the Company holds no shares in UBL and has ceased to be a promoter in UBL. This divestment was a part of the process of magnetizing certain non-core assets of the Company (as previously disclosed to the stock exchanges on October 20, 2014), in the ordinary course of the Company's business. During FY 2015, the Company's manufacturing unit situated at Poonamalle, Chennai was hived-off to Enrica Enterprises Private Limited in terms of Section 391 to 394 of the Companies Act, 1956 pursuant to the approval of the Hon'ble High Courts of Karnataka and Madras. In addition, the Company's entire holding in its wholly owned subsidiary Whyte and Mackay Group Limited along with its subsidiaries were transferred during the year to Emperador Inc. Subsequent to the financial year 2014-15, SW Finance Co. Limited, a wholly owned subsidiary of the Company, was amalgamated with the Company pursuant to the orders of the Hon'ble High Courts being filed with the Registrar of Companies. The Company had 22 subsidiary companies in the financial year ended on March 31, 2015. The Company had 19 subsidiary companies in the financial year ended on March 31, 2016. Consequent to the sale Bouvet Ladubay S.A.S. and Chapin Landias S.A.S., the two wholly owned subsidiaries of the Company ceased to be subsidiaries of the Company and as stated, SW Finance Co. Limited also ceased to be subsidiary of the Company upon its merger with the Company. The Company had issued 17,502,762 global depository shares (GDSs) representing 8,751,381 equity shares with 2 GDSs representing 1 equity share of face value of Rs10/- each at US$ 7.4274 per GDS, aggregating to US$ 130 million, listed on the Luxembourg stock exchange. These GDSs did not carry any voting rights. The Company, as mentioned in its letter dated September 22, 2016 addressed to Deutsche Bank Trust Company Americas, Depository for the GDS, had elected to terminate the deposit agreement in respect of the GDSs and the same was communicated to the Luxembourg Stock Exchange with the objective of delisting these GDSs listed with Luxembourg stock exchange. The Company vide its letter dated January 09, 2017, extended the termination date to February 10, 2017 and eventually the Depository for global depository shares (GDSs), was terminated by virtue of which the GDSs have been cancelled. Notwithstanding this development, the number of shares outstanding or issued and subscribed in the share capital of the Company remains unchanged at Rs 1,453 million being 145,327,743 equity shares of Rs10 each fully paid up and the Company's shares continue to be listed with the National Stock Exchange of India Limited and BSE Limited. Consequent to this, the GDS listed with the Luxembourg Stock Exchange had been de- listed. The Company has sub-divided 548,000,000 equity shares of Face Value of Rs 10/- per equity share into 2,740,000,000 equity shares of Rs 2/- per equity share and also 1,200,000 preference shares of face value of Rs 100/- per preference share into 12,000,000 preference shares of Rs 10/- per preference share of the Company subsequent to the end of the FY 2017-18.United Spirits Nepal Pvt. Ltd was sold during the FY 2017-18.

United Spirits Ltd Directors Reports

Dear Members,

Your directors are pleased to present the 22nd Report of Directors of your Company and the audited financial statements for the year ended March 31, 2021.

Rs in Million

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
The working of your Company for the year under review resulted in Revenue from operations 271,764 285,892 274,185 288,237
Profit / Loss from operations 8,697 13,609 9,033 13,790
Exceptional and other non-recurring (1,514) 13 (643) 666
Less:
Depreciation 2,493 2,275 2,991 2,853
Taxation (including deferred tax) 1,587 4,300 1,778 5,397
Profit / (Loss) after tax 3,103 7,047 3,621 6,206
Profit B/F from previous year (21,623) (28,396) (25,840) (32,159)
Impact of change in Revenue Recognition policy on adoption of IND AS 115 - - - -
Reinstated Profit B/F from previous year (21,623) (28,396) (25,840) (32,159)
Minority Interest appropriation - - 217 382
Foreign Currency Translation Reserve Considered separately - - (15) (49)
Total Comprehensive Income 57 (274) 63 (220)
Transfer between reserves - - - -
Profit / (Loss) available for appropriation (18,463) (21,623) (21,954) (25,840)
Your Directors have made the following appropriations:
General Reserve NIL NIL NIL NIL
Dividend paid in respect to previous years NIL NIL NIL NIL
Proposed dividend NIL NIL NIL NIL
Balance carried to the Balance Sheet (18,463) (21,623) (21,954) (25,840)
EPS-Basic & Diluted (Rupees) 4.27 9.70 5.41 9.29
Balance carried to the Balance Sheet (21,623) (28,396) (25,840) (32,159)
EPS-Basic & Diluted (Rupees) 4.27 9.70 5.41 9.29

As can be seen from the above table, the revenue from operations decreased by 4.94% during the year on standalone basis and decreased by 4.88% on consolidated basis. Profit after tax has decreased during the year by 55.97% on standalone basis and decreased by 41.64% on consolidated basis. The challenges which the Company faced during the year and the environment in which the Company operates have been detailed in Management Discussion and Analysis Report which is forming part of this Annual Report (‘Report').

1. Performance of the Company

During the year under review, your Company's sales volume was about 70.7 million cases resulting in a volume decline of_ 11.3% compared to previous year. Net sales/income from operations (net of duties and taxes) of your Company declined by 13.2% in the financial year ended March 31, 2021 which stood at Rs 78,890 million (previous year Rs 90,908 million). Adjusted one-off sale of bulk Scotch, net sales/ income from operations declined by 10.8% for the year. Sales volume of the Company's brands in the ‘Prestige and Above' segment declined by 9% in the financial year ended March 31, 2021 which stood at 37.2 million cases (previous year 40.9 million cases). Net sales of the 'Prestige and Above' segment declined by 7.2% which stood at Rs 55,035 million net of duties and taxes (previous year Rs 59,311 million). The 'Prestige and Above' segment represented 69.8% of total net sales and 52.6% of total sale volume during the year.

2. Board's responses to observations, qualifications and adverse remarks in auditor's report

The statutory and secretarial auditors have given unqualified opinion on the financial statements and in the secretarial audit report for the year ended March 31, 2021 and hence this is not applicable.

Secretarial Audit Report for financial year 2020-21 is annexed as Annexure – 3.

3. Material changes and commitments / events subsequent to the date of the financial statements

Certain events arising out of COVID-19 Virus Pandemic having impact on businesses worldwide have been covered in detail in the Management Discussion and Analysis Report forming part of this Report. The sharp rise in COVID-19 cases across India_has led to implementation of lockdown order at most of the states in the country, while some states have imposed strict lockdown orders, others are partial in nature. Out of the 47 manufacturing sites including tie-up manufacturing units, 3 factories are not in operation currently due to complete lockdown while 6 factories are operating with government restrictions.

4. Change in nature of business, if any

The details of change in nature of business, if any, are provided under Management Discussion and Analysis Report and the Report on Risk Management forming part of this Report.

5. Dividend

In view of the accumulated losses of the preceding years, your directors could not recommend any dividend.

6. Transfer to reserve

During the year under review, there was no amount transferred to reserves of the Company.

7. Capital

The authorized share capital of your Company remains unchanged at 2,740,000,000 equity shares of Rs 2/- each and 171,200,000 preference shares of Rs 10/- each. The issued, subscribed and paid-up capital of the Company is 726,638,715 equity shares of Rs 2/- each aggerating ` 1,453,277,430. There was no change in the issued, subscribed and paid-up capital of the Company during the year under review.

8. Details of subsidiary companies and associate companies and their financial position

The performance of subsidiaries and associate Companies and their contribution to the overall performance of the Company is covered as part of the consolidated financial statement and form AOC-1 annexed as part of this Report as Annexure – 1. The Company has 14 subsidiary companies and 1 associate company. Out of 14 subsidiary companies, 12 subsidiary companies are non-operative.

During the year, 3 companies ceased to be subsidiary viz., (i) UB Sports Management Overseas Limited, a wholly owned overseas subsidiary consequent upon its merger with Palmer Investment Group Limited, another wholly owned overseas subsidiary; (ii) Liquidity Inc, an overseas subsidiary, consequent upon the sale of entire stake held by the Company and (iii) Tern Distilleries Private Limited, a wholly owned subsidiary, consequent upon sale of entire stake held by the Company.

After the end of financial year 2020-21, Montrose International (S.A.), Panama, a wholly owned overseas subsidiary of your Company was liquidated effective April 16, 2021 and thus ceased to be a subsidiary.

On June 25, 2018, the Company had subscribed to 4,567,568 equity shares of Hip Bar Private Limited ("Hip Bar"), constituting 26% of the paid-up equity share capital of Hip Bar. In April 2020, compulsory convertible preference shares (CCPS) were issued by Hip Bar to Hip Bar's promoter Group for ` 3 crore, to which the Company did not subscribe. While the exact conversion ratio of these CCPS would be fixed at a later date, the dilution of Company's equity in Hip Bar consequent to the aforesaid CCPS issuance is expected to be in the range of 2.4% to 3.4%. Further, in October 2020, the Company made an investment of Rs 1.95 crore in CCPS of Hip Bar which is expected to be 2.4% to 3.4% based on the valuation at the time of conversion. The shareholding of the Company in Hip Bar on fully diluted basis including the existing shareholding is expected to be 26% when the CCPS is exercised. During the year, investment in Hip Bar has been impaired, as the operations have been closed.

Highlights

The Board of Directors ("Board") of Pioneer Distilleries Limited, a listed subsidiary of the Company ("PDL") and of the Company at their meetings held on December 2, 2019 considered and approved a scheme of amalgamation and arrangement (the "Scheme") in relation to the proposed merger of PDL with the Company under Sections 230 – 232 and other applicable provisions of the Companies Act, 2013 and the rules thereunder. Upon completion of_ the merger, the non-promoter shareholders of PDL will receive 10 equity shares of the Company (face value of Rs 2 each) for every 47 equity shares of PDL (face value of Rs 10 each), held by them as on the record date. Post the merger, the Company's issued capital is expected to expand by 712,138 shares and the revised shareholding of Relay BV (the holding Company, a subsidiary of Diageo PLC) in the Company will change from 55.94% to 55.88%. The Scheme is subject to the receipt of requisite approvals from the relevant statutory authorities and the respective shareholders and creditors of PDL and of the Company. The BSE Limited and the National Stock Exchange of India Limited have issued their no-objection to the draft scheme and related documents filed, vide observation letters dated October 21, 2020 and October 22, 2020, respectively. The Company jointly with PDL have filed application under Sections 230 to 232 of the Companies Act, 2013 on November 27, 2020 with the National Company Law Tribunal, Bangalore ("NCLT") and again an Interlocutory Application was filed before NCLT on April 07, 2021.

Royal Challengers Sports Private Limited (RCSPL), a wholly owned subsidiary of your Company, reported a revenue from operations of Rs 272 million during the year which was mainly attributed to the increase in central rights income from Board of Cricket Control of India (BCCI) and as a result of Royal Challengers Bangalore, a franchisee team of Indian Premier League (IPL), securing fourth position in the IPL Season 2020. RCSPL also accounted for a Profit of Rs 541 million with an increase of Rs 504 million accounting to 326% of increase during the year.

The Company's policy for determining material subsidiaries is available at the Company's website at https://www. diageoindia.com/investors/shareholder-centre/policies/ policy-for-determining-material-subsidiaries/.

In accordance with the third proviso to Section 136(1) of the Companies Act, 2013 the annual report and financial statements of each of the subsidiary companies have also been placed on the website of the Company https://www. diageoindia.com/investors/subsidiaries-financial/.

9. Prospects/Outlook

The details about prospects/outlook of your Company are provided under the Management Discussion and Analysis Report, forming part of this Report.

10. Appointment/reappointment and resignation/ retirement/step down of Executive Directors and Key Managerial Personnel during the financial year:

A. i) Retirement of Mr. V Ramachandran as Company

Secretary & appointment of Mr. Mital Sanghvi as Company Secretary (CS) – Key Managerial Personnel (KMP)

As already updated in the annual report for the year ended 2019-20, the Board at its meeting held on January 27, 2020 appointed Mr. Mital Sanghvi as CS of the Company with effect from June 01, 2020 in the place of Mr. V Ramachandran, erstwhile CS who retired from the services of the Company effective end of day May 31, 2020.

ii) Resignation of Executive Director and Chief Financial Officer (ED & CFO) – Key Managerial Personnel (KMP)

The Board at its meeting held on September 18, 2020 noted the resignation of Mr. Sanjeev Churiwala as ED & CFO of the Company effective end of day September 30, 2020. Mr. Sanjeev Churiwala resigned as an ED & CFO as he was promoted within Diageo group at Singapore.

iii) Appointment of Chief Financial Officer (CFO)

The Board at its meeting held on September 18, 2020 appointed Mr. Pradeep Jain as CFO of the Company with effect from October 01, 2020.

iv) Stepping down of Mr. Anand Kripalu as Managing Director and Chief Executive Officer (MD & CEO) – Key Managerial Personnel (KMP)

The Board at its meeting held on December 10, 2020 approved the stepping down of Mr. Anand Kripalu as MD & CEO of the Company effective end of day June 30, 2021. Mr. Anand Kripalu is stepping down as MD & CEO owing to his retirement.

v) Appointment of Managing Director and Chief Executive Officer (MD & CEO)

The Board at its meeting held on December 10, 2020 approved the appointment of Ms. Hina Nagarajan (Ms. Nagarajan) as Additional Director and MD & CEO with effect from July 01, 2021. Ms. Nagarajan assumed office as Chief Executive Officer – Designate with effect from April 01, 2021 and continue in that position till June 30, 2021. Details about Ms. Nagarajan is provided in the Notice of the 22nd annual general meeting of the Company.

Apart from the aforesaid appointment, there was no appointment of executive director during the year.

vi) Re-appointment of Mr. John Thomas Kennedy

As per the provisions of the Companies Act, 2013, Mr. John Thomas Kennedy (Mr. Kennedy) retires by rotation at the ensuing annual general meeting (AGM) and being eligible, offered himself for reappointment.

Members may please note that Mr. Kennedy, who is a nominee of Relay B V, was appointed as a director at the 19th AGM held on September 07, 2018. Mr. Kennedy is not debarred from holding the directorship under any statutory regulations. Details about Mr. Kennedy is provided in the Notice of the 22nd annual general meeting of the Company.

vii) Appointment of Mr. Vegulaparanan Kasi Viswanathan as an Independent Director of the Company for the second term.

The tenure of office of Mr. Vegulaparanan Kasi Viswanathan (Mr. V K Viswanathan), who was appointed as an Independent Director of the Company on October 17, 2016 and whose first term of 5 years expires on October 16, 2021. The Board of Directors at their meeting held on May 21, 2021 has accepted the recommendation of the Nomination & Remuneration Committee for re-appointment of Mr. V K Viswanathan as an Independent Director for a further period of 5 years with effect from October 17, 2021. Details about Mr. V K Viswanathan is provided in the Notice of the 22nd annual general meeting of the Company.

viii) Continuation of Mr. Mahendra Kumar Sharma as Director of the Company on completion of 75 years of age.

Mr. Mahendra Kumar Sharma (Mr. M K Sharma), non-executive Chairman, was re-appointed as an Independent Director at the Annual General Meeting of the Company held on August 21, 2019 for a further period of 5 years. During his tenure in the office, he will be attaining the age of 75 years. Details about Mr. M K Sharma is provided in the Notice of this 22nd annual general meeting of the Company.

B. Independent Directors

Your Company did not appoint any new Independent Director or Nominee Director in the financial year 2020-21. Criteria for selection/appointment or re- appointment of Independent Directors include skills, expertise of the Director, qualifications, experience and domain knowledge. The required skills of Independent Directors are leadership, managerial experience, diversity, risk management and corporate governance. All our Independent Directors viz., Mr. Mahendra Kumar Sharma, Mr. V K Viswanathan, Mr. D Sivanandhan, Mr. Rajeev Gupta and Dr. (Mrs.) Indu Shahani possess the aforesaid skills.

C. Declaration by Independent Directors

Independent Directors have given a declaration pursuant to sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, Independent Directors ful_ll the conditions specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations) and are independent of the management.

D. Number of meetings of the Board

The details of the Board Meetings and other Committee Meetings held during the financial year 2020-21 are stated in the Corporate Governance Report which is forming part of this Report.

E. Board Committees

The Company has the following committees of the Board: Audit Committee Risk Management Committee Nomination and Remuneration Committee Stakeholders Relationship and General Committee Corporate Social Responsibility Committee.

The composition of each of the above Committees, their respective roles and responsibilities are provided in the Corporate Governance Report which forms part of this Report.

F. Policies

The Company has adopted all policies as required to be maintained by the Company under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations and the same are uploaded on the website of the Company wherever required and the salient features of the policies are detailed in Corporate Governance Report.

G. Recommendations of the audit committee and other committees

All the recommendations of the Audit Committee and of the other Committees were accepted by the Board.

H. Details of remuneration to directors

As required under Section 197(12) of the Companies Act, 2013 information relating to remuneration paid to Directors during the financial year 2020-21 is provided in the Corporate Governance Report. The Company has also prepared a draft annual return in revised e-form MGT-7 for FY 2020-21 and uploaded the same on Company's website at https://www.diageoindia.com/investors/financials/ annual-and-financial-reports/annual-return-2020-21. Members may also note that the annual return uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs (‘MCA').

As stated in the Corporate Governance Report, sitting fees is paid to Independent Directors for attending Board/Committee meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings in accordance with the travel policy for directors. In addition, the Independent Directors are also eligible for commission every year as may be recommended by the Nomination and Remuneration Committee and approved by the Board within the overall limit of Rs 4 Crore or 1% of the net Profits of the Company calculated in accordance with Section 198 of the Companies Act, 2013, whichever is higher, as approved by the shareholders through Postal Ballot Resolution effective January 18, 2019. Criteria for payment of remuneration to Independent Directors are as given below:

i. Membership of Committees

ii. Chairmanship of the Committees/Board

iii. Benchmarking with other companies The Board of Directors have approved payment of commission of Rs 20 million to five independent directors after applying the criteria stated above for the financial year 2020-21.

The criteria for payment of remuneration to executive directors is determined by the Nomination and Remuneration Committee based on various criteria including performance criteria. Remuneration Policy is available on the Company's website at https://www.diageoindia.com/investors/shareholder-centre/policies/remuneration-reward-policy/.

I. Board evaluation criteria

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, the _Board has carried out an annual performance evaluation, based on parameters which,inter alia, include performance of the Board on deciding strategy, rating the composition & mix of Board members, discharging of their duties and handling critical issues etc. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing information on best practices applied in other industries, domain knowledge, vision, strategy, engagement with senior management, etc. The Independent Directors at their separate meetings, review the performance of non-independent directors and the Board as a whole. Chairperson of the Company after taking into account the views of Executive Director and non-executive directors, reviews the quality, quantity and timeliness of flow of information between the management and the Board for the Board to effectively and reasonably perform their duties. Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

J. Vigil Mechanism

The Company has a whistle blower mechanism known as SpeakUp, which is independently operated by a third-party agency. The Company encourage the employees/ representatives acting on behalf of the Company to raise their compliance concerns through this mechanism, apart from other internal reporting channels viz. Line Manager or HR Business Partner, Legal Business Partner and Business Integrity partner. A structured Breach Management Standard is in place which is in line with the Global Standard, for timely and conclusive resolution of compliance concerns raised through the whistle blower mechanism. The quality of investigation reports and remedial actions are reviewed and monitored by the Global Business Integrity team. The decision on sanctions on the reported breaches are determined and monitored by a Compliance Committee, in order to ensure that there is a collective and a fair decision-making process and consistent action is undertaken in resolving the breaches.

This mechanism also provides for adequate safeguards against the victimization of employees who avail the vigil mechanism for reporting the compliance complaint in good faith and without fear of being punished for raising that concern. Access to the Chairman of the Audit Committee is provided as required under the Companies Act, 2013 and the SEBI (LODR) Regulations.

The SpeakUp channel is available on the Company's website at https://www.diageoindia.com/about-us/ corporate-governance/speak-up/, and the toll-free number is available in english and other prominent regional languages.

K. Related party transactions

The Company's policy on dealing with related party transactions was adopted by the Board on June 15, 2015 and further amended from time to time. This policy is available on the Company's website at https://www. diageoindia.com/investors/shareholder-centre/policies/ policy-on-related-party-transactions/. Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure-2 to this Report.

All related party transactions that were entered into during the financial year, were at arm's length basis and were in the ordinary course of business. There are no material significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons which may have a conflict of interest with the Company at large.

L. Meeting amongst Independent Directors

Schedule IV of the Companies Act, 2013, SEBI (LODR) Regulaions and Secretarial Standard - 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors met amongst themselves without the presence of any other persons on May 27, 2020, July 27, 2020 and November 04, 2020.

11. Auditors i) Financial audit

M/s Price Waterhouse & Co Chartered Accountants LLP, (FRN 304026E/E-300009) were appointed as Statutory Auditors of your Company at the 17th AGM of the Company for a period of 5 years and their term comes to an end at the conclusion of the 22nd AGM of the Company. The Audit Committee at their meeting held on May 20 & 21, 2021, recommended the re-appointment of M/s Price Waterhouse & Co Chartered Accountants LLP, (FRN 304026E/E-300009) (‘PWC') who have given their consent and willingness to be re-appointed as Auditors of your Company. PWC, being one of the reputed international audit firm and given their expertise in the field of audit, the Board of Directors at their meeting held on May 21, 2021, approved the recommendation of the Audit Committee and proposed to re-appoint PWC as Auditors of your Company for a period of 5 years, from the conclusion of the ensuing 22nd AGM till the conclusion of the 27th AGM of the Company subject to the approval of the members of the Company at the ensuing AGM.

ii) Secretarial audit

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Secretarial Audit has been carried out by Mr. Sudhir V Hulyalkar, Practicing Company Secretary (FCS: 6040 and CP No. 6137) and his report is annexed as Annexure – 3.

In addition, Pursuant to Regulation 24A of the SEBI (LODR) Regulation, the Secretarial Compliance Report for the financial year ended March 31, 2021, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, is annexed as Annexure – 3A. The Secretarial Compliance Report has been voluntarily disclosed as part of this Report as good disclosure practice. The said report has been submitted to the stock exchanges and is also available on the Company's website at https://www.diageoindia.com/ investors/shareholder-centre/notice-board/annual-secretarial-compliance-report-2021/.

iii) Cost audit

The Company is not covered by the requirement of maintenance of cost records, as specified under subsection (1) of Section 148 of the Companies Act, 2013.

12. Reporting of fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143(12) of the Companies Act 2013, any instances of fraud committed against the Company by its Officers or employees, the details of which would need to be mentioned in this Report.

13. Corporate governance

A Corporate Governance Report is annexed separately as part of this Report. Board confirms compliance with Secretarial Standards.

14. Management discussion and analysis report

The Management Discussion and Analysis Report is annexed separately as part of this Report.

15. Fixed deposits

As reported in the earlier annual reports, your Company discontinued accepting fixed deposits from the public and shareholders effective January 1, 2014. In addition, pursuant to section 74(1)(b) of the Companies Act, 2013, the Board of Directors at their meeting held on August 1, 2014 decided to repay all fixed deposits maturing on or after March 31, 2015 by March 31, 2015 by paying additional interest of 1% per annum on those fixed deposits repaid before the maturity date pursuant to the contract entered into with the Fixed Deposit holders. Fixed Deposits from the public and shareholders which remained unclaimed and for which no discharge certificates were received from the depositors as on March 31, 2021 stood at _17,97,000. Unclaimed amount was transferred into a separate non-interest bearing escrow account opened specifically for the purpose of re-payment pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder. Out of this amount, a sum of _1,15,000/- has since been paid as per instructions received after the year end and balance unclaimed amount as of May 21, 2021 is _16,82,000/-. The balance unclaimed fixed deposits continue to remain in the escrow account as on May 21, 2021.

16. Annual return

The draft Annual Return of the Company as on March 31, 2021 in E-Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.diageoindia.com/investors/financials/annual-and-financial-reports/annual-return-2020-21.

17. Transfer to Investor Education and Protection Fund (IEPF)

The details of unclaimed/unpaid dividends and fixed deposits which have not been transferred to the IEPF account as the period of seven years have not been completed is given below pursuant to the provisions of the Companies Act, 2013 and the applicable rules there under. i) Dividend:

The Company has not declared any dividend from financial year 2013-14 onwards owing to accumulated losses. Hence, there are no unclaimed/unpaid dividends from financial year 2013-14 onwards.

No shares were transferred during the year ended March 31, 2021 to Investor Education and Protection Fund pursuant to Section 124(6) of the Companies Act, 2013.

ii) Fixed Deposits:

1. Accepted during the year NIL
2. Remained unpaid or unclaimed as at the end of the year _17,97,000
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved NIL
4. The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 Not Applicable

Necessary compliance under rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, has been ensured.

18. Human resources

Employee relations remained cordial at all the locations of the Company. Particulars of employees drawing an aggregate remuneration of Rs 1,02,00,000/- or above per annum or ` 8,50,000/- or above per month, as well as additional information on employee remuneration as required under the provisions of rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this Report in Annexure – 4 hereto.

19. Employees stock option scheme

Your Company has not offered any stock options to its employees during the year 2020-21 within the meaning of SEBI (Share Based Employee Benefit) Regulations, 2014.

20. Particulars of loans, guarantees and investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are detailed in Notes to the financial statements under Note 4, relating to investments and Note 5 relating to loans given as per the standalone financial statements for the year ended March 31, 2021. The Company has not given any guarantee to any Company as on March 31, 2021.

21. Risk management

Details on Risk Management is annexed as Annexure – 5 to this Report.

22. Internal financial controls

During the year Controls, Compliance & Ethics (CC&E) team have implemented a detailed plan under the direction of the Executive Committee of the Company, to reinforce the code of business conduct and to further embed compliance across the business. The CC&E team also undertook comprehensive review of existing controls (SOX & non-SOX controls) & added additional attributes in the existing controls. The same has been shared with the statutory auditors who have confirmed that they are aligned with the same. The controls with additional attributes have been tested both by Management tester (Deloitte) and by the Statutory auditors in March 2021 for its effectiveness. The Board after considering the materials placed before it, reviewed the confirmation received from external parties and the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Company's policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements. The Board has satisfied itself that the Company has laid down internal financial controls which are commensurate with the size of the Company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the auditors on internal financial control forms part of the audit report. A statement to this effect is also appearing in the Directors' Responsibility Statement.

23. Corporate social responsibility

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report that forms part of this Report. Further more, as required by Section 135 of the Companies Act, 2013 and the rules made thereunder, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Annexure – 6 to this Report.

24. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure – 7 to this Report.

25. Details of significant and material orders passed by the regulators or courts impacting the going concern status and Company's operations in future pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014

The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Company's going concern status or the Company's operations in future. The details of notices received from regulatory authorities and related matters have been disclosed as part of note no. 40(e) to the audited standalone financial statements for the year ended March 31, 2021 and as note no. 40(e) of the consolidated financial statements for the year ended March 31, 2021.

26. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA), the Company has implemented the policy and framework. Moreover, the Company's policy is all gender inclusive and the process ensures complete anonymity and confidentiality to the parties.

Internal Committees (IC) have been constituted for all locations. While maintaining the highest governance norms, the various Internal Committee has appointed internal members and an external member who have extensive experience in the field. The IC's meet on quarterly basis to discuss the matters on policy awareness, best practices, judicial trends, etc. During the year, IC has also been trained on nuances of the SHWWA.

The IC's role is to consider and resolve the complaints reported on sexual harassment at workplace. Investigation is conducted and decisions are made by the IC at the respective location, and a senior woman employee is the presiding Officer over every case.

i) Number of complaints filed during the financial year: 1

ii) Number of complaints disposed of during the financial year : 1

iii) Number of complaints pending as on end of the financial year: NIL

To build awareness in this area, the Company has been publishing newsletter, emailers, posters, conducting online training module and IBegin-induction training for newly joined employees. Besides the refresher, virtual training programmes are conducted in the organisation on a continuous basis for employees, consultants, contractual employees and permanent/contractual workers in regional languages. The IC has also conducted informal sessions to check the pulse at the grassroot levels.

27. Business Responsibility Report (BRR)

In accordance with the SEBI (LODR) Regulations, 2015, the BRR has been placed on the Company's website at https:// www.diageoindia.com/investors/financials/annual-and-financial-reports/business-responsibility-report-2020-21.

28. Other Disclosures

a) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) The Company has not issued any sweat equity shares to its directors or employees.

c) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. d) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

29. Directors' responsibility report

Pursuant to Section 134 (5) of the Companies Act, 2013 in relation to financial statements (together with the notes to such financial statements) for the year 2020-21, the Board of Directors report that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures;

(ii) the Directors 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 the Company as at March 31, 2021 and of the Profit of the Company for year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the financial statements on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively.

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws by implementing an automated process having comprehensive systems and securing reports of statutory compliances periodically from the functional units and that such systems are adequate and are operating effectively.

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

By Order of the Board
Mahendra Kumar Sharma
Chairman
DIN: 00327684
Place : Mumbai
Date : May 21, 2021

   

United Spirits Ltd Company Background

Mahendra Kumar SharmaHina Nagarajan
Incorporation Year1999
Registered OfficeUB Tower,24 Vittal Mallya Road UB City
Bangalore,Karnataka-560001
Telephone91-80-39856500/22210705,Managing Director
Fax91-80-39856862
Company SecretaryMital Sanghvi
AuditorPrice Waterhouse & Co Chartered Accountants LLP
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarIntegrated Registry Mgt Ser.Pv
#30 Ramana Residency,4th Cross Sampige Rd,Malleswaram ,Bangalore - 560003

United Spirits Ltd Company Management

Director NameDirector DesignationYear
Mahendra Kumar Sharma Chairman & Independent Directo 2021
D Sivanandhan Non-Exec. & Independent Dir. 2021
Indu Shahani Non-Exec. & Independent Dir. 2021
Rajeev Gupta Non-Exec. & Independent Dir. 2021
Vinod Rao Nominee 2021
John Thomas Kennedy Non-Exec & Non-Independent Dir 2021
V K Viswanathan Non-Exec. & Independent Dir. 2021
Randall David Ingber Non-Exec & Non-Independent Dir 2021
Mital Sanghvi Company Secretary 2021
Hina Nagarajan Managing Director & CEO 2021

United Spirits Ltd Listing Information

Listing Information
NIFTYJR
CNX500
CNX100
CNX_MNC
CNX_FMCG
CNXCONSUMP
CNX200
NFT100EQWT
SENSNEXT50
NFTYLM250
NFTYALV30
NF500M5025

United Spirits Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 00028387.7
Income from Brand Franchise NA 000167.1
Scrap NA 00025.1
Others NA 0009.3
Income From Tie-up Agreement NA 0000
Other Operating Income NA 0000
Adjustment NA 0000
Beer Doz0000
Alcohol-Potable Cas0000
Alcohol-Potable Ltr0000

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