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
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 23rd Report of
Directors of your Company and the audited financial statements for the year ended March
31, 2022.
Rs. in Million
| Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| The working of your Company for the year under review
resulted in |
|
|
|
|
| Revenue from operations |
3,07,311 |
271,764 |
3,10,618 |
274,185 |
| Profit / Loss from operations |
14,873 |
8,697 |
15,556 |
9,035 |
| Exceptional and other non-recurring |
(2,091) |
(1,514) |
(1,652) |
(643) |
| Less: |
|
|
|
|
| Depreciation |
2,542 |
2,493 |
3,038 |
2,991 |
| Taxation (including deferred tax) |
2,542 |
1,587 |
2,760 |
1,779 |
| Profit / (Loss) after tax |
7,698 |
3,103 |
8,106 |
3,621 |
| Profit B/F from previous year |
(18,463) |
(21,623) |
(21,954) |
(25,840) |
| Reinstated Profit B/F from previous year |
(18,463) |
(21,623) |
(21,954) |
(25,840) |
| Minority Interest appropriation |
- |
|
180 |
217 |
| Foreign Currency Translation Reserve Considered separately |
- |
|
(1) |
(15) |
| Total Comprehensive Income |
123 |
57 |
124 |
63 |
| Transfer between reserves |
- |
|
- |
|
| Profit / (Loss) available for appropriation |
(10,642) |
(18,463) |
(13,544) |
(21,954) |
| 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 |
(10,642) |
(18,463) |
(13,544) |
(21,954) |
| EPS-Basic & Diluted (Rupees) |
10.59 |
4.27 |
11.68 |
5.41 |
| Balance carried to the Balance Sheet |
(18,463) |
(21,623) |
(21,954) |
(25,840) |
| EPS-Basic & Diluted (Rupees) |
10.59 |
4.27 |
11.68 |
5.41 |
As can be seen from the above table, the revenue from operations
increased by 13.08% during the year on standalone basis and increased by 13.29% on
consolidated basis. Profit after tax has increased during the year by 148.08 % on
standalone basis and increased by 123.86% on consolidated basis. The challenges which
United Spirits Limited ('USL' / '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
79.1 million cases resulting in a volume increase of 11.9% compared to previous year. Net
sales/income from operations (net of duties and taxes) of your Company increased by 18.9%
in the financial year ended March 31, 2022 which stood at ' 93,817 million
(previous year ' 78,890 million). Adjusting one-off sale of bulk Scotch, net
sales/income from operations increased by 18.4% for the year. Sales volume of the
Company's brands in the 'Prestige and Above' segment increased by 14.6% in the financial
year ended March 31, 2022 which stood at 42.6 million cases (previous year 37.2 million
cases). Net sales of the 'Prestige and Above' segment increased by 23.6% which stood at '
68,050 million net of duties and taxes (previous year ' 55,035 million). The 'Prestige and
Above' segment represented 72.5% of total net sales and 53.9% 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, 2022 and hence this is not applicable.
3. Material changes and commitments / events subsequent to the date of
the financial statements
There are no material changes and commitments/events subsequent to the
date of financial statements. Management has determined that COVID-19 is not likely to
materially impact the future operations of the Company considering a large section of the
population has been vaccinated and based on Company's own past experience with the
pandemic,. The Company continues to maintain a positive outlook for the next financial
year and will continue to monitor changes in future economic conditions.
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 ' 2/- each and 171,200,000 preference shares of ' 10/-
each. The issued, subscribed and paid-up capital of the Company is 726,638,715 equity
shares of ' 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 13 subsidiary companies. Out of 13 subsidiary companies, 12
subsidiary companies are non-operative.
As mentioned in the Annual Report of 2020-21, during the year, 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.
During the year, Hip Bar Private Limited ceased to be an associate
company of your Company. On 3rd August 2021, a share purchase agreement has
been executed with Hip Bar Private Limited for sale of the entire stake of the Company
[Equity Shares (4,567,568 Nos.) and Compulsory Convertible Preference Shares (1,950,000
Nos.) in Hip Bar Private Limited for INR 5.2 million. Amount received on account of
disposal amounting to INR 5.2 million has been presented as gain on disposal of associate
under Exceptional item. Pursuant to the sale, the Company has also received all rights,
title, and interest in the trademarks 'CloudBar' and 'BarOnTheCloud' from Hip Bar Private
Limited, which have been valued at INR Nil
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 ' 2
each) for every 47 equity shares of PDL (face value of ' 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. Based on the order of the NCLT received on August
18, 2021, the Company and PDL convened meetings of their respective equity shareholders,
and the Company also convened a meeting of its unsecured creditors, on September 30, 2021.
The Scheme was approved with requisite majority at these meetings. Subsequently, a joint
petition to sanction the Scheme has been filed by USL and PDL with the NCLT on October 02,
2021. Company's petition was heard by the NCLT on January 12, 2022. Next hearing is
scheduled for May 27, 2022.
Royal Challengers Sports Private Limited (RCSPL), a wholly owned
subsidiary of your Company, reported a revenue from operations of ' 2916 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
2021 similar to season 2020. RCSPL also accounted a profit of 661 million with an increase
of 119 million 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) Step down of Mr. Anand Kripalu as Managing Director and Chief
Executive Officer (MD & CEO )& appointment of Ms. Hina Nagarajan as Managing
Director and Chief Executive Officer - Key Managerial Personnel (KMP)
As already updated in the annual report for the year ended 2020-21, The
Board at its meeting held on December 10, 2020 approved the appointment of Ms. Hina
Nagarajan as an Additional Director and MD & CEO with effect from July 01, 2021 in the
place of Mr. Anand Kripalu, erstwhile MD & CEO who stepped down as MD & CEO
effective end of day June 30, 2021.
ii) Resignation of Mr. Vinod Rao as director of the Company
Mr. Vinod Rao, Director of the Company, resigned as a non-executive
director of the Company effective from end of day December 15, 2021 and the Board noted
the same.
iii) Appointment of Mr. Mark Dominic Sandys
Mr. Mark Dominic Sandys was appointed as a Director of the Company with
effect from April 01, 2022.
Apart from the aforesaid appointment, there was no appointment of
executive director during the year.
iv) Re-appointment of Mr. Randall Ingber
As per the provisions of the Companies Act, 2013, Mr. Randall Ingber
(Mr. Ingber) retires by rotation at the ensuing annual general meeting (AGM) and being
eligible, offered himself for re-appointment.
Members may please note that Mr. Ingber, who was appointed as a
director at the 21st AGM held on August 26, 2020. Mr. Ingber is not debarred from holding
the directorship under any statutory regulations. Details about Mr. Ingber is provided in
the Notice of the 23rd annual general meeting of the Company.
B. Independent Directors
Your Company did not appoint any new Independent Director in the
financial year 2021-22. 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 fulfill 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 2021-22 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 (Committee was renamed
as "Corporate Social Responsibility and Environmental, Social and Governance
Committee" w.e.f. April 1, 2022)
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 2021-22
is provided in the Corporate Governance Report. The Company has also prepared a draft
annual return in revised e-form MGT-7 for FY 2021-22 and uploaded the same on Company's
website at https://www.diageoindia. com/investors/financials/annual-and-financial-reports/
annual-return-2021-22/. 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 ' 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 ' 20
million to five independent directors after applying the criteria stated above for the
financial year 2021-22.
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 and 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
Your Company has established whistle-blower mechanism known as SpeakUp,
which is being independently operated by a third-party agency. We encourage our employees
or representatives acting on behalf of the Company, to raise their compliance concerns
through this mechanism, apart from other internal reporting channels viz. Line Manager, HR
Business Partner, Legal Business Partner and Business Integrity partner.
The SpeakUp channel is available on the Company's website at
https://www.diageoindia.com/about- us/corporate-governance/speak-up/, with services
available in English and 5 other regional languages, and compliance concerns can be raised
by any aggrieved person through web page or toll-free number. During the year, we have
introduced QR code to facilitate the access to SpeakUp channel.
The quality of investigation reports and remedial actions are reviewed
and monitored by the Global Business Integrity team and Diageo India Business Integrity
team. The decision on sanctions on the reported breaches are determined and monitored by a
Compliance Committee for significant breaches and the Grievance Committee for other
breaches, ensuring there is a collective, transparent and an unbiased decision-making
process and that consistent action is undertaken in a timely manner to resolve the
identified breaches.
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.
This vigil mechanism has been established to provide adequate
safeguards against the victimization of employees, who avail this mechanism for reporting
complaints and grievances in good faith and without fear of being punished for doing so.
Access to the Chairman of the Audit Committee is provided as required under the Companies
Act, 2013 and the SEBI (LODR) Regulations.
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) Regulations 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 20, 2021 and October 26, 2021.
11. Auditors
i) Financial audit
M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E
/ E-300009) Statutory Auditors of your Company, were appointed as Auditors of your Company
from the conclusion of the 22nd AGM for a period of 5 years. Since the
appointment is not subject to ratification of the appointment by the members at every AGM,
no resolution is proposed at this AGM pursuant to the provisions of Companies (Amendment)
Act, 2017.
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, 2022, 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-2022/
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, 2022 stood at ' 10,98,000. 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 ' 4,40,000/- has since been paid as per
instructions received after the year end and balance unclaimed amount as of May 27, 2022
is ' 6,58,000/-.
16. Annual return
The draft Annual Return of the Company as on March 31, 2022 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-2021-22/
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, 2022 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 |
10,98,000 |
| 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 '
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 2021-22 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, 2022. The Company has not given any guarantee to
any Company as on March 31, 2022.
21. Risk management
Details on Risk Management is annexed as Annexure - 5 to this Report.
22. Internal financial controls
During the year Governance Risks and Controls (GRC) team has conducted
detailed review of policies as per the direction of the management of the Company, to
simplify the process and ensuring adherence. The GRC team also undertook comprehensive
review of existing controls (SOX & non-SOX controls) & added attributes wherever
required to ensure that controls are in alignment with the laid down policies and
practices and meeting the global benchmark. It has been shared with the statutory auditors
who have confirmed their alignment. The controls with additional attributes have been
tested both by Management tester and by the Statutory auditors for its effectiveness. The
Board after considering the materials placed before it, reviewed the confirmation received
from external parties and reviewed 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. Furthermore, 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 to the audited
standalone financial statements for the year ended March 31, 2022 and as note no. 40 of
the consolidated financial statements for the year ended March 31, 2022.
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 designed and
implemented a comprehensive policy and framework to promote a safe and secure work
environment, where every person at the workplace is treated with dignity and respect.
Moreover, the Company's policy is inclusive and gender neutral. Further, the complaint
redressal mechanism detailed in the policy ensures complete anonymity and confidentiality
to the parties.
Internal Committees (IC) have been constituted as per the requirement.
Maintaining the highest governance norms, each Internal Committee has appointed members
who are employees of the Company and an independent external member, having extensive
experience in the field. The ICs meet on a half yearly basis to discuss matters on policy
awareness, best practices, judicial trends, etc. During the year, ICs have also been
trained on nuances of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Internal Committees 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 on every case.
i) Number of complaints filed during the financial year: 1 (One)
complaint received
ii) Number of complaints disposed of during the financial year: NIL
iii) Number of complaints pending as on end of the financial year: 1
(One) under progress
To build awareness in this area, the Company has been publishing
newsletter, emailers, posters, conducting online training module and monthly induction
training for newly joined employees. Besides the refresher, virtual training programmes
are conducted in the organization on a continuous basis for employees (including blue
collared employees), consultants, contractual employees and permanent/contractual workers
in regional languages. The Internal Committee 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-2021-22/
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
2021-22, the Board of Directors report that:
(i) in the preparation of the annual accounts for the financial year
ended March 31, 2022, 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, 2022
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.
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