Your Directors have the pleasure in presenting the 40th Annual Report together with the
Audited Accounts of the Company for the Year ended March 31, 2023.
1. Financial Results:
The summary of the Company’s financial results for the financial year ended March
31, 2023 is furnished below:
During the year, the revenue from operations (net of excise duty) stood at Rs.
59,350.57 (in Lakhs) as compared to Rs. 45,846.45 (in Lakhs) financial year ended March
31, 2022.
An amount of Rs.9,986.48 Lakhs is proposed to be retained in the statement of Profit
& Loss
2. OPERATIONAL REVIEW:
Gross revenues increased to Rs. 2,32,574.01 Lakhs, against Rs. 1,77,812.79 Lakhs in the
previous year. Profit before depreciation, exceptional item and taxation was Rs. 13,742.91
Lakhs against Rs. 12,411.35 Lakhs in the previous year.
After providing for depreciation and taxation of Rs. 581.37 Lakhs and Rs. 3,175.06
Lakhs respectively, the net profit of the Company for the year under review was placed at
Rs.9,986.48 Lakhs as against Rs.9,335.59 Lakhs in the previous year.
3. DIVIDEND & DIVIDEND POLICY
The Board has recommended final dividend at the rate 60% for the year ended March 31,
2023 i.e. Rs.6/- per equity shares of Rs.10/-each fully paid up equity shares out of net
profits for the year. (Last year Rs. 5/- Per equity shares of Rs.10 each). The Dividend of
60 %, if approved at the forth coming Annual General Meeting, will result in the out flow
of Rs. 1096.65 lakhs to the company.
The Board does not propose to transfer any amount to General Reserve.
In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Board approved and adopted Dividend Distribution Policy of the Company. The policy is
annexed to this report as Annexure 1 and can also be accessed at https://
www.gmbreweries.com/company-policies.htm.
4. SHARE CAPITAL:
As on March 31, 2023, the Company has authorized share capital of Rs. 7000 Lakhs
consisting of Rs.6000 Lakhs Equity Share Capital comprising 6,00,00,000 equity shares of
Rs.10/- each and Rs.1000 Lakhs Unclassified shares comprising 1,00,00,000 shares of
Rs.10/- each.
The Issued, Subscribed and Paid up Share Capital of the Company is Rs.1827.75 Lakh
dividing into 1,82,77,538 fully paid up Equity Share of Rs.10/- each.
The Company has neither issued any shares through differential voting rights nor issued
any sweat equity shares during the year.
5. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary / Joint Ventures /Associate Companies during the year
under review. Hence, details for the same are not required to mention.
6. ANNUAL RETURN
Pursuant to Section 134(3) of the Act, the annual return of the company has been placed
on the website of the company and can be accessed at
https://www.gmbreweries.com/general-disclosure.htm
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)
As of the date of this report, the Board of Directors of the Company comprises of 8
(Eight) members with 3 (three) Executive Director and 5 (Five) Non Executive Independent
Directors.
Appointment/Resignation
During the FY 22-23, Mr. Sandeep Kutchhi resigned with effect from May 31, 2022 as
Company Secretary of the Company. And Mrs. Shilpa Rathi was appointed as Company Secretary
with effect from July 07, 2022.
Retirement by Rotation
In accordance with the provision of Section 152 of the Act read with rules made there
under and the Articles of Association of the Company, Mrs. Jyoti Almeida (DIN:00112031)
and Mr. Kiran Parashare (DIN: 06587810) are liable to retire by rotation at the ensuing
Annual General Meeting. Both these Directors being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
Brief profiles of aforesaid directors are given in the Annual Report.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on the date of this Report are
Declaration from Independent Director
All Independent Directors have furnished respective declaration stating that they meet
the criteria of Independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that
they have complied with the Company’s Code of Business Conduct and Ethics.
8. DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,
2023 and of the profit or loss of the Company for the 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 this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts for the financial year ended March
31, 2023 on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
9. NUMBER OF MEETINGS OF THE BOARD
During the FY 2022-23, Four (4) Meetings of the Board of Directors of the Company were
convened and held. The particulars of Meetings held and attended by each Director are
detailed in the Corporate Governance Report that form part of this Annual Report as
Annexure 6. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted
from time to time.
10. PERFORMANCE EVALUATION OF BOARD
In accordance with the provisions of the Act and the Listing Regulations, the Company
has conducted the Annual Performance Evaluation process, evaluating the performance of the
Board, the Committees of Board and the individual directors including Chairman. The Board
of Directors has evaluated the performance of Independent Directors during the year
2022-23 and expressed their satisfaction with the evaluation process. Independent
Directors, in their separate meeting reviewed the performance of the Non-Independent
Directors and the Board as a whole and also reviewed the performance of the Chairman after
taking into account the views of all the Directors.
The outcome of this performance evaluation was placed before the meetings of the
Nomination and Remuneration Committee and Independent Directors for the consideration of
the members.
The committee expressed overall satisfaction on the performance of the Independent
Directors, Non-Independent Directors, Chairman and the Board as a whole.
11. AUDIT COMMITTEE
In accordance with the provisions of Section 177(8), the Company has duly constituted
an Audit Committee which performs the roles and functions as mandated under the Act, SEBI
Listing Regulations and such other matters as prescribed by the Board from time to time.
Details of the composition, attendance at its meetings and other details have been
furnished as a part of the Corporate Governance Report. There have not been any instances
during the year under review, when the recommendations of the Committee were not accepted
by the Board.
12. NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination and Remuneration Committee (NRC) of the Board is in place and the
composition of NRC, attendance at its meeting and other details have been provided as part
of the Corporate Governance.
In terms of provision of Section 178(3) of the Act read with rules framed there under
and the SEBI Listing Regulations, the Board has adopted the Nomination, Remuneration and
Evaluation Policy based on the recommendations made by the NRC. The salient features of
this policy are outlined in the Corporate Governance Report and the policy is made
available on the Company’s website at
https://www.gmbreweries.com/company-policies.htm.
The details of the remuneration received by the Directors from the Company have been
disclosed in the Corporate Governance Report.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
The details of the investments made by company are given in the notes to the financial
statements.
14. RELATED PARTY TRANSACTIONS :
All transactions with related parties, including agreement/contracts entered into
during FY22-23 were at arm’s length basis and in the ordinary course of business and
in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing
Regulations and the Company’s Policy on Related Party Transactions.
There are no particulars to be furnished in Form AOC-2 as required under Section
134(3)(h) of the Act read with Rule framed thereunder in respect of the related party
transactions falling under the preview of Section 188(1) of the Act during the year under
review. Refer Note No. 31 of the Financial Statement for disclosure on related party
transactions.
15. INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT :
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along
with are presented to the Audit Committee of the Board.
16. AUDITORS AND AUDITORS’ REPORT STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting held on May 24, 2022 approved
the appointment of M/s. V.P Mehta & Co., Chartered Accountants (FRN: 106326W) as the
Statutory Auditors of the Company for a period of five years commencing from the
conclusion of the 39th AGM until the conclusion of the 44nd AGM to be held in 2027.
No frauds have been reported by the Statutory Auditors during the Financial Year
2022-2023 pursuant to the provisions of Section 143(12) of the Act.
The Reports given by M/s. V. P Mehta & Co., Chartered Accountants on the Financial
Statements of the Company for FY 2022-23 does not contain any qualification, reservation
or adverse remarks and forms part of the Annual Report.
The details relating to fees paid to the Statutory Auditors are given in the Note No.
35 of the Financial Statements.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed Ms. Kala Agarwal, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the Financial Year 2022-23.
The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies
Act, 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year
ended March 31, 2023 is annexed herewith and Report.
There are no audit qualifications, reservations or any adverse remark in the said
Secretarial Audit Report.
17. DEPOSIT
There were no outstanding deposits within the meaning of Section 73 & 74 of the Act
read with Rules framed thereunder, at the end of FY 22-23 or the previous financial year.
During the year under review, the Company has not accepted or renewed any deposits from
the public.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings & outgo as stipulated under section 134(3)(m) of the Act, read with Companies
(Accounts) Rules, 2014 are set out in Annexure 3 to this report.
19. RISK MANAGEMENT
The Company in accordance with the provisions of the Act has adopted a Risk Management
Policy. The Company has identified the risks impacting the business and formulated
policies for mitigation of risks.
The Company has constituted a business risk management committee under the Companies
Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the Committee and its terms of reference are set out in
the Corporate Governance Report forming part of this report.
For the key business risks identified by the Company, please refer to the Management
Discussion and to this Report.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instances of fraud and mismanagement, if any. In staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern. A high level Committee has been constituted which
looks into the complaints raised. The Committee reports to the Audit Committee and the
Board.
21. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as
"Annexure 4".
Details of employee remuneration as required under provisions of Section 197 of the
Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of
the Act, the reports and Financial Statements are being sent to share holders of the
Company and other stakeholders entitled thereto, excluding the Statement containing
Particulars of Employees. Any shareholder interested in obtaining such details may write
to the Company Secretary of the Company.
22. CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility ("CSR") Committee
in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility) Rules, 2014. The composition and terms of reference of
the CSR Committee is provided in the Corporate Governance Report forming part of this
report as Annexure 5. The Policy is available on the website of the Company at
https://www.gmbreweries.com/company-policies.htm.
As part of its initiatives under "corporate social responsibility" (CSR), the
company has contributed funds for the schemes of eradicating hunger and poverty and
promotion of education. The contributions in this regard have been made to the registered
trust which is undertaking these schemes. The company has also undertaken schemes of
distributing food to the poor directly and other activities as part of the CSR initiative.
23. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION
In terms of Section 197(14) of the Act and rules made there under, during the year
under review, no director has received any commission from the Company thus the said
provision is not applicable to the Company.
24. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company in order to prevent and redress complaints of Sexual Harassment at
workplace, it has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No case was reported to the Committee
during the year under review.
25. SECRETARIAL STANDARD
During the year under review, the Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of Company Secretaries of India.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations of the Company, as required
under the Regulation 34(2) of the SEBI (LODR) Regulations,2015 is provided in a separate
section and forms an integral part of Annual Report.
27. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Corporate
Governance Report for the year ended March31, 2023 along with a Certificate from the
Statutory Auditor of the Company regarding conditions of Corporate Governance as
stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report as "Annexure 6".
28. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND
REPORTING OF TRADING BY INSIDERS
The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Tradingby
Insiders ("PIT Policy") for connected persons,designated persons and the
insiders (collectively "Insiders") as defined under the SEBI(Prohibition of
Insider Trading) Regulations, 2015("PIT Regulations"). The Policy provide
adequate safeguard against victimization.
The Audit Committee reviews the Institutional Mechanism for prevention of insider
trading.
The aforementioned policy is available on the website of the Company at https://
www.gmbreweries.com/company-policies.htm.
29. TRANSFER OF UNCLAIMED DIVIDEND/SHARES/UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND
In respect of the dividend declared for the previous financial years Rs. 65,20,773
remained unclaimed as on March 31, 2023. Further, pursuant to provisions of Section 124(5)
of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a
period of 7 (Seven) years is required to be transferred by the Company to the Investor
Education & Protection Fund ("IEPF"). Accordingly, an amount of Rs.6,55,781
(Rupees Six Lakh Fifty Five Thousand Seven Hundred Eighty One Only) being dividend for the
financial year 2014-15 lying unclaimed for a period of 7years was transferred by the
Company during the financial year 2022-23 to the IEPF.
Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been
uploaded on the website of the Company, accessible at
https://www.gmbreweries.com/investor-factsheet.htm
30. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)
Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)
Regulations, 2021 w.e.f. 5.5.2021 has replaced filing of Business Responsibility Report
with Business Responsibility and Sustainability Report. The Company is pleased to present
its 1st Business Responsibility and Sustainability Report (BRSR) for FY 2022-23 which is a
part of this Annual Report.
31. FINANCE:
Cash and cash equivalents as at March 31, 2023 was Rs.160.61 lakhs. The company
continues to focus on judicious management of its working capital. Receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
32. OTHER DISCLOSURE
During the year under review, there has been no Material change in the nature of
business of the Company.
There are no significant or material changes and commitments affecting the financial
year of the Company i.e., March 31, occurred between the end of the financial 2023 and as
on the date of this Board’s Report.
During the year under review, no significant / material orders were passed by the
regulators or the impacting the going concern status and the Company’s operations in
future.
There are no proceedings, either filed by the Company or filed against the Company,
pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as at the end of the Financial Year 2022-23.
33. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous cooperation and assistance.