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ग्लोबस स्पिरिट्स निदेशकों की रिपोर्ट, ग्लोबस स्पिरिट्स निर्देशकों द्वारा रिपोर्ट

ग्लोबस स्पिरिट्स

बीएसई: 533104  |  NSE: GLOBUSSPR  |  ISIN: INE615I01010  |  Breweries & Distilleries

खोजें ग्लोबस स्पिरिट्स कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

To the Members

The Board of Directors are pleased to present the Twenty-fifth Annual Report and Audited Accounts for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE

(Rs. In Lacs)

Particulars

Current Year (2017-18)

Previous Year (2016-17)

Standalone

Consolidated

Standalone

Consolidated

Total Revenue

163656.22

163664.76

111296.82

111271.24

Total Expenses

162501.76

162648.05

109699.15

109840.42

Profit before Explanatory items & Tax

1154.46

1016.71

1597.67

1430.82

Less: Provision for taxation including Deferred tax

452

452.01

(16.68)

(16.69)

Profit/ (Loss) after tax

702.46

564.70

1614.35

1447.51

Basic EPS

2.45

1.98

5.60

5.02

Diluted EPS

2.45

1.98

5.60

5.02

PERFORMANCE OVERVIEW

During the year under review the company reported a growth of 25% in net revenue as compare to previous year and PBT has been decreased by Rs.414.11 lakhs from the previous year and also PAT has been decreased by Rs.882.81 lakhs from the previous year. The Basic and Diluted EPS of the Company is Rs.1.98/- as compared to Rs.5.02/- in the previous year.

THE YEAR IN PERSPECTIVE

The alcohol sector remained under pressure for most part of 2017-18 due to impact of macro developments like demonetisation and GST in general and restrictive alcohol policies in particular. However, industry sentiment slightly improved towards the second half with more clarity emerging on GST, reduced impact of highway ban and increase in rural offtake. Despite the overall challenging environment, your Company’s resilient performance was once again a testimony to its robust 360° business model.

In FY17-18, your Company reported a growth of 25% in net revenue from operations to reach Rs 969.0 crore and stable EBITDA margins at 7.7%. Overall profitability was subdued due to closure of Bihar plant. While the plant failed to generate any revenues, higher debt servicing and depreciation costs impacted PAT margin, which declined from 2.1 % in the previous year to 0.7% in FY17-18.

The growth was led by manufacturing business which grew by 36% during the year driven by rapid scale up in the newly commissioned West Bengal plant. After commencing operations in early 2017, the plant ramped up quickly to reach 90% plus capacity utilization during FY17-18. Higher ENA prices coupled with lower raw material costs in West Bengal ensured higher spreads on bulk alcohol, though this was partly offset by lower price realizations in DDGS.

Driven by strong performance of bulk alcohol, the proportion of manufacturing business in revenues grew from 53% in FY16-17 to 58% in the year under review.

The consumer business comprising IMILgrew by 8% during the year which was driven by another year of excellent performance in Rajasthan partly offset by decline in volumes in Haryana. In Rajasthan, we edged up our market share from 30% to 32% underlining the strong acceptance of our brands in the state. While the overall alcohol sector has seen slowdown in recent times, the IMIL market in Rajasthan has been very impressive growing at a double digit rate over the last three years.

After a marginal improvement in market environment in the previous year, the operating conditions for IMIL again became very difficult in Haryana during FY17-18 also reflected in a 9% decline in industry volumes. Though we continued to maintain a double digit market share, our volumes saw a 30% decline impacting profitability.

In West Bengal, we have started making inroads into the IMIL market and there is good traction for our brands. One of the largest markets in the country, our focus is on sustained and profitable brand building.

In March 2018, in an important development, the Bihar government, pursuant to orders from the High Court, announced reversal of its earlier policy, thereby allowing renewal of distillery licenses. This means that your company is no longer restricted and can start operations in the state.

The year 2017-18 is also significant in the history of your Company as we made our foray into premium IMFL, a fast growing and highly profitable industry segment. Your Company’s subsidiary, Unibev Ltd, a venture in premium IMFL, launched its first brand in the state of Pondicherry - a premium brandy called Laffaire. The brand has received strong acceptance from consumers and channel partners.

MATERIAL CHANGES AFTER MARCH 31, 2018 AFFECTING THE COMPANY

After the launch of its first premium IMFL brand in December 2017, your Company’s subsidiary Unibev Ltd launched two premium whisky brands in the state of Karnataka in June 2018, both of which have received an encouraging response.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2017-18 because the company wants to reserve funds for its ongoing projects.

PUBLIC DEPOSITS

The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Sunil Chadha, have been appointed as Additional Directors in the company on 21st May 2018 respectively and pursuant to section 161 (1) of the Companies Act, 2013, the said director Mr. Sunil Chadha will hold office only upto the date of forthcoming AGM of the company and is eligible for appointment as Director. The Board recommends his appointment and accordingly resolution seeking approval of the members for their appointment has been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Mr. Vivek Gupta, Non Executive & Independent Director of the company has been resigned from the Board of the Company w.e.f. 21st May, 2018. The Directors place on record their appreciation of the valuable contribution made by him.

Mr. Vijay Kumar Rekhi, Executive Director of the company and Dr. Bhaskar Roy, Executive Director of the Company, retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

SUBSIDIARY COMPANIES

Your Company has one subsidiary viz., M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited) (Indian subsidiary).

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed form AOC-1, which forms part of the annual report.

CORPORATE GOVERNANCE

As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-ll to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the

Corporate Governance Report which forms part of this report.

The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www.globusspirits.com.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013, M/s Deloitte Haskins & Sells, Firm Regn No.015125N, Chartered Accountants, having their office at 7th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City Phase-ll, Gurgaon-122002, Haryana, who were appointed in the 21st AGM as statutory auditors of the Company for a period of the first term of five consecutive years till the conclusion of 26th AGM, subject to ratification at every annual general meeting in terms of the Companies Act 2013.

AUDITORS’ REPORT

The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditor’s report.

COST AUDIT

The board subject to the approval of the Central Government, if required, has appointed M/s JSN & Co., Cost Accountants, having Firm’s registration no. 455, its office at 462/1, 1st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2017-18. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been annexed herewith & forms part of the Annual Report.

PARTICULARS OF EMPLOYEES

Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of top ten employees are as follows :-

Particulars of Top Ten Employees:

Name

Designation

Nature of Employment

Age

Date of Joining

Qualifications & Experience

Previous Employment

%age of Equity shares held

Gross Remuneration

Ajay Kumar Swarup

Managing Director

Permanent

59

16-Jan-1993

PGDBM (34 years of experience)

M/s SVP Industries Ltd.

5.62%

10799996

Shekhar Swarup

Joint Managing Director

Permanent

32

27-Oct-2008

Degree in Business & Management (8 years of experience)

N.A.

1.87%

8100000

Vijay Rekhi

Executive Director

Parmanent

73

19-Mar-2017

Collegiate from Harvard (HBS) and Wharton Business Schools, MBA from (IIM), Ahmedabad, (50 years of work experience)

United Spirits Limited

Nil

6900000

Bhaskar Roy

Executive Director & COO

Permanent

55

04-0ct-2005

Mcom, FCA,

PHD (30 years of experience)

M/s Saraya

Industries

Limited

0.00%

6292261

Sachin Narang

VP- Consumer Products

Permanent

51

27-Nov2017

PGDBA, BBA( 18 years of experience)

M/s Diageo India

0.00%

4700004

Ajay Goyal

Chief Financial Officer

Permanent

48

18-Mar-2015

CA (21 years of experience)

M/s Toyoda Gosei Minda India Pvt. Ltd.

0.00%

4555445

Manik Lai Dutta

Executive Director

Permanent

72

01-Aug-2006

M.Tech, PGDBM (46 years of experience)

M/s United Spirits Limited

0.007%

4150557

R.K. Malik

Sr. Vice President

Permanent

61

15/Aug/2000

MBA (41 years of experience)

M/s Golden Bottling

0.00%

4000008

Jasbeer Singh

Vice President - Exports

Permanent

60

01-0ct-2014

BSc., MBA(over 16 years of experience)

N.A.

0.00%

3531600

Amitabh Singh

Vice President

Permanent

51

16-Apr-2013

B.Sc. Engineering (28 years of experience)

M/s Radico Khaitan Limited

0.00%

3430966

Notes:

1. The percentage of equity share holding mentioned as above is as on 31st March 2018.

2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Joint Managing Director of the company.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.

Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s Discussion and Analysis Report has been annexed & forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed

1. That in preparation of the Annual Accounts for the financial year 2017-18, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.

2. That 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 31st March, 2018 and of the results of the Company for that period.

3. That the directors had 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.

4. That the directors had prepared the Annual Accounts for the financial year 2017-18 on a going concern basis.

5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the “Act”) is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD

6 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

Composition and other details pertaining to Audit Committee has been disclosed in the Corporate Governance Report.

INDEPENDENT DIRECTORS’ DECLARATION

Mr. Santosh Kumar Bishwal, Mr. Joginder Singh Dhamija, Mr. Kunal Agarwal and Mr. Sunil Chadha, who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

Company’s policy on Directors’ appointment and remuneration including criteriafor determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed at Annexure-lll in the prescribed form MGT-9 and forms part of this Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by the Managing Director and forms part of the Annual Report.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.

ANNUAL PERFORMANCE EVALUATION

The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2017-18 except to its Subsidiary M/s Unibev Limited (formerly known as M/s Uber Blenders & Distillers Limited).

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2017-18.

TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm’s length basis. The details are mentioned in the notes to accounts of the financial statements. Policy on materiality of Related Party Transactions can be accessed on the company’s website www.globusspirits.com.

INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

RISK MANAGEMENT

The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

Financial position of the subsidiary M/s Unibev Limited (Formerly known as M/s Uber Blenders & Distillers Ltd.) is provided in a separate statement AOC-1, attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Act.

PARTICULARS OF REMUNERATION

The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company

Executive Directors

Ratio to the Median Remuneration*

Mr. Ajay Kumar Swarup

40.91

Mr. Shekhar Swarup

30.68

Mr. Manik Lai Dutta

15.72

Dr. Bhaskar Roy

23.83

Non-Executive Directors (Sitting Fees only)

Sh. Santosh Kumar Bishwal

0.78

Sh. Joginder Singh Dhamija

1.11

Sh. Kunal Agarwal

0.22

Sh. Vivek Gupta

0.33

Ms. Ruchika Bansal

0.22

* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year

Name of the Person

% increase in Remuneration

Mr. Ajay Kumar Swarup (Managing Director)

8%

Mr. Shekhar Swarup (Executive Director)

8%

Mr. Manik Lai Dutta (Executive Director)

8%

Dr. Bhaskar Roy (Executive Director)

8%

Sh. Ajay Kumar Goyal (CFO)

8%

Sh. Santosh Kumar Pattanayak (Company Secretary)

6%

(c) The percentage increase in the median remuneration of employees in the financial year

5% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)

(d) The number of permanent employees on the rolls of Company as on 31/03/2018: 376

(e) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees other than managerial personnel in 2017-18 was 8% approximately. Percentage increase in the managerial remuneration for the year was also approximately 8%.

(f) The affirmation that the remuneration is as per the remuneration policy of the Company

The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.

For and on behalf of the Board of Directors

(Dr. Bhaskar Roy) (Ajay K. Swarup)

Executive Director & COO Managing Director

Place: New Delhi (Santosh Kumar Pattanayak) (Ajay Goyal)

Date 10/08/2018 Company Secretary Chief Financial Officer

स्रोत: रेलीगरे टेचनोवा

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