DIRECTORS' REPORT TO MEMBERS
Your Directors have pleasure in presenting their 15th Annual Report on the business
performance and operations of the Company and Audited Financial Statements of the Company
for the financial year ended 31st March 2023 (the Year' or FY 2023)
1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS:
The Audited Financial Statements for the Financial Year ended 31st March, 2023, forming
part of this Annual Report, have been prepared in accordance with the Indian Accounting
Standard (hereinafter referred to as Ind AS) prescribed under Section 133 of
the Companies Act, 2013 and other recognized accounting practices and policies to the
extent applicable. The Company's performance during the financial year under review as
compared to the previous financial year is summarized below:
Amount in Rs. Lakhs
|
Standalone |
Consolidated |
PARTICULARS |
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
Revenue from Operations |
7,10,568.02 |
7,19,692.16 |
710,568.02 |
7,19,692.16 |
Other Income |
1,208.80 |
1,222.71 |
1,106.90 |
1,124.52 |
Total Expenses |
6,91,974.63 |
699,946.48 |
6,92,068.96 |
7,00,060.27 |
Profit Before Tax |
927.27 |
829.89 |
594.53 |
383.26 |
Less : Tax Expenses / (credit) |
433.66 |
236.65 |
434.53 |
234.50 |
Profit after Tax |
493.61 |
593.24 |
160.00 |
148.76 |
Add : Other Comprehensive Income for the year |
40.06 |
55.72 |
40.06 |
55.72 |
Total Comprehensive Income |
533.67 |
648.96 |
200.06 |
204.48 |
Reserve and Surplus at the Beginning of the year |
11,129.23 |
10,480.27 |
9,637.37 |
9,432.89 |
Surplus carried forward to Balance Sheet |
11,662.90 |
11,129.23 |
9,837.44 |
9,637.37 |
2. DIVIDEND:
The Board of Directors of your company, after considering the relevant circumstances
and with a view to conserve the resources for future operations, has decided that it would
be prudent, not to recommend any dividend on equity shares for the financial year under
review.
3. TRANSFERS TO RESERVE:
During the year under review, no amount was transferred to General Reserve of the
Company.
4. STATUS OF COMPANY
During the year under review, your Company was converted from a Private Limited'
to a Public Limited'with effect from June 8,2022.
5. STATE OF COMPANY'S AFFAIRS AND REVIEW OF OPERATIONS:
Your Company has achieved sales of 32.2 million cases in FY 2022-23, growing at 15.1%,
ahead of the industry growth of 12.2%.
Officer's Choice Whisky,your Company's flagship brand, achieved sales figures of 18.82
million cases, with a growth of 6% and continues to be the market leader in the
mass-premium whisky segment with a market share of 35.4%. Officer's Choice Blue clocked
sales of 5.5 million cases, despite route-to-market challenges in one of its traditionally
stronghold State for business.
Sterling Reserve Premium Whiskies clocked sales of 5.3 million cases, with Sterling
Reserve B7 crossing the 5 million cases landmark, growing at 39% against the segment
growth of 23.2%. It's share of segment touched 9.7%, but encouragingly its share of
incremental segment volume stood at 14%. Today, it is the third-largest brand in the
segment nationally, and by far the fastest to 5 million cases in the spirits industry of
any launch in the past decade or more. Sterling Reserve BIO, priced higher, achieved a 62%
with a volume topping 200,000 cases.
Kyron Premium Brandy remained a fan-favourite in key Southern brandy-consuming markets
of Kerala, Andhra Pradesh, and Telangana with sales of-140,000 cases, 29% growth over the
previous year.
Officer's Choice Brandy touched sales of-750,000 cases in FY 2022-2023 with a stellar
growth of 75%, while Officer's Choice Rum surpassed expectations growing by nearly three
times to achieve volumes of-290,000 cases.
Officer's Choice Star Whisky, a value variant of Officer's Choice, accelerated its
progress in Karnataka achieving sales of -440,000 cases, showcasing an impressive 87%
growth over the previous year.
Jolly Roger Rum continued its growth trajectory and achieved an impressive 53% growth
on the back of new packaging and communication, selling over -320,000 cases in the year.
Class 21 Vodka achieved twice the sales objectives with some opportunities presenting in
export markets to achieve -150,000 cases.
Your Company's brands worked on all aspects of the marketing mix covering the media
spectrum and multiple screens of television, digital, out-of-home in the past year. The
Company simultaneously deployed brand communication, visibility, and consumer promotion
initiatives on-ground as per plan and brand priority of markets across the country.
Sponsorship initiatives drove impact in a few markets.
A key element of our recent strategy has been to broaden our portfolio, by launching
new brands to penetrate the deluxe or prestige plus segments, which have a higher margin
to business. In FY 2022-23, your company set an unprecedented course of launching several
new whisky products as part of a detailed strategic objective across price segments, which
included innovations in blends and packaging.
ICONiQ White is a delightful blend of imported Scotch malts aged in bourbon oak casks,
blended with select matured malt and finest Indian grain spirits. The brand was launched
in the Deluxe whisky segment meeting with immediate success in its early stage. It shows
the potential to be a winner.
Srishti Premium Whisky, an innovative product marrying the goodness of curcumin with a
classic Scotch and Indian grain spirit blend has similarly met with success in key states
of initial launch.
X&O Barrel Premium Whisky has been launched in some markets and is made from the
best Scotch malts matured in American bourbon barrels and finest Indian grain spirits.
Sterling Reserve B7 Whisky Cola Mix is an innovative, award-winning product. It was
launched to build a bridge to acquire young adult consumers to the mature taste of whisky.
It offers a sweeter whisky with cola drinking experience.
Sterling Reserve BX Hippy has been introduced in a refreshing young and new format of
packaging to appeal the consumers. The initial market response towards the new launches is
quite positive.
The Company is proposing to undertake an initial public offer (IPO) of the
equity shares of face value of Rs.2/- each ("Equity Shares) which comprises a
fresh issue and an offer for sale of Equity Shares by certain existing shareholders of the
Company (Selling Shareholders) ("Offer for Sale or the
Offer), and to list the Equity Shares on one or more of the recognised stock
exchanges in India in this reference the Company has filed the draft red herring
prospectus (DRHP) dated June 27, 2022 with the Securities and Exchange Board of India
(SEBI), National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company
has received in-principle approvals from National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE) for listing the Equity Shares pursuant
to their letters, both dated October 13, 2022, further the Company received a final
observation letter on December 16, 2022, from SEBI regarding its DRHP and currently the
Company is waiting for a favorable time to launch its IPO.
6. FINANCIAL HIGHLIGHTS AND CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of manufacturing and marketing of IMFL products.
There has been no change in the business of the Company during the financial year ended
31st March, 2023.
During the year under review, your Company has recorded revenue of Rs.710,568.02 lakhs
as compared to Rs.719,692.16 lakhs during the previous year. The total expenses during the
year were Rs.691,974.63 lakhs as compared to Rs.699,946.48 lakhs during the previous year.
Consequently, your Company's profit before tax for the year under review was Rs.927.27
lakhs as compared to the previous year's profit before tax of Rs.829.89 lakhs. After
providing for income tax, profit after tax for the year under review was Rs.493.61 lakhs
as compared to T593.24 lakhs during the previous year.
7. SHARE CAPITAL:
During the year under review:
(i) Conversion of Compulsorily Convertible Debentures
The Company has converted 85,47,000 "8.5% Compulsorily Convertible
Debentures of Rs.117/- each into Equity Shares and allotted 85,47,000 Equity Shares
of Rs.2/- each fully paid-up at a premium of Rs.115/- per share to Oriental Radios Private
Limited vide Board and shareholders' approval in their meetings held on June 13,2022, and
June 14,2022 respectively. The details of increase in the paid-up capital of the Company
is as under:
Sr. No. |
Pre-conversion Paid-up Capital |
Post-conversion Paid-up Capital |
1. |
47,11,33,330/- divided into 23,55,66,665 Equity shares of Rs.2/- each |
Rs.48,82,27,330/- divided into 24,41,13,665 Equity Shares of Rs.2/- each |
(ii) The number of shareholders were increased to seven to comply with the requirement
applicable to a public
company.
8. JOINT VENTURE. SUBSIDIARY AND ASSOCIATE COMPANIES:
The following are wholly owned subsidiaries of your Company:
Sr. No. |
Name of the Company |
Status |
1. |
ABD Dwellings Private Limited (CIN: U45400MH2013PTC247452) |
Subsidiary |
2. |
Chitwan Blenders & Bottlers Private Limited (CIN:
U15512BR1990PTC004097) |
Subsidiary |
3. |
Deccan Star Distilleries India Private Limited (CIN:
U15492TC2013PTC090743) |
Subsidiary |
4. |
Madanlal Estates Private Limited (CIN: U70200MH2017PTC301917) |
Subsidiary |
5. |
NV Distilleries & Breweries (AP) Private Limited (CIN:
U15549MH2007PTC335436) |
Subsidiary |
6. |
Sarthak Blenders & Bottlers Private Limited (CIN:
U15311MH2011PTC337649) |
Subsidiary |
7. |
ABD Foundation (CIN: U85300MH2020NPL345281) |
Subsidiary |
8. |
Allied Blenders and Distillers (UK) Limited (Company number SC749565) |
Foreign Subsidiary |
9. |
Allied Blenders and Distillers Maharashtra LLP (ABB-3791) |
Subsidiary [ABDL is holding 85% share of Capital and of Profits] |
The highlights of performance of subsidiaries and their contribution to the overall
performance of the Company are covered in Annexure A' as Form AOC-1 and forms
integral part of this Report.
During the year under review, there were no Companies which had become/ceased to be a
Subsidiary The Company does not have any Joint Venture or Associate Company.
9. CHANGE IN DIRECTORS
The composition of Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive
Independent Directors including Women Director in accordance with the provisions of the
Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations). All the Directors
including the independent directors have rich experience and specialized knowledge in
sectors covering law, finance, accountancy and other relevant areas.
During the year under review:
Mr. Deepak Roy resigned from the Board of the Company with effect from April 26, 2022.
Mr. Arun Barik was appointed as an Additional Director (Non-Independent, Executive) of
the Company with effect from June 2, 2022. Mr. Vivek Sett, Ms. Rukhshana Jina Mistry and
Mr. Paul Henry Skipworth were appointed as Independent Directors of the Company with
effect from June 2, 2022. They were appointed as Non-Independent director/ Independent
directors at the Extra-Ordinary General Meeting of the Company held on June 4,2022.
Later, Mr. Arun Barik voluntarily agreed to step down from the Board of Directors with
effect from June 20, 2022 to enable the Company to complete the filing of the Draft Red
Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI) within the
requisite timeline.
Mr. Vinaykant RTanna and Mr. Arun Barik were appointed as Additional Director
(Non-executive, Independent) and Additional Director (Non-Independent, Executive)
respectively of the Company with effect from August 9, 2022 by the Board. At the 14th
Annual General Meeting of the Company held on September 30, 2022, they were appointed as
Non-Independent director/ Independent directors of the Company.
Mr. Nasser M Munjee, Independent director, resigned from the Board of the Company with
effect from October 6,2022.
Mr. Narayanan Sadanandan was appointed as an Additional Director (Non-executive,
Independent) of the Company with effect from October 16, 2022 vide circular resolution
passed by the Board. The Members approved his appointment as a Non-executive, Independent
director of the Company at the Extraordinary General Meeting held on December 23, 2022.
The Company has received the declarations from ail the Directors as required pursuant
to Section 164(2) and Section 184 (1) of the Companies Act 2013 and the rules made
thereunder and the Independent Directors have furnished respective declaration stating
that they meet the criteria of independence as laid down in Section 149(6) of the
Companies Act, 2013 ("Act'').
None of the Directors of the Company have incurred any disqualification under Section
164 (1) & (2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
None of the independent directors are aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
The composition of the Board as on 31st March, 2023 is as follows:
Sr. No. |
Name of Director |
Designation |
1) |
Mr. Kishore R Chhabria |
Chairman, Promoter |
2) |
Mrs. Bina K Chhabria |
Co-Chairperson, Promoter |
3) |
Mr. Shekhar Ramamurthy |
Executive Deputy Chairman |
4) |
Mrs. Resham Chhabria J Hemdev |
Executive Vice-Chairperson, Promoter |
5) |
Mr. Balaji V Swaminathan |
Independent Director |
6) |
Mr. Vivek A Sett |
Independent Director |
V) |
Mr. Paul H Skipworth |
Independent Director |
8) |
Ms. Rukhshana J Mistry |
Independent Director |
9) |
Mr. Vinaykant Tanna |
Independent Director |
10) |
Mr. Narayanan Sadanandan |
Independent Director |
11) |
Mr. Maneck N Mulla |
Non-Executive Director |
12) |
Mr. Arun Barik |
Executive Director |
Except Mr. Kishore Rajaram Chhabria, Mrs. Bina Kishore Chhabria and Mrs. Resham
Chhabria Jeetendra Hemdev, who are related to each other, none of the other directors are
inter-se related to each other.
10. KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the following persons are Key Managerial Personnel
(KMP) of the Company pursuant to the provisions of Sections 2(51) and 203 of
the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
Sr. No. |
Name of Director |
Designation |
1 |
Mr. Ramakrishnan Ramaswamy |
Chief Financial Officer |
2 |
Mr. Bikram Basu |
Vice President - Marketing & Strategy *Chief
Operating Officer - Marketing, Sales and Strategy
^Current designation since April 01,2023 |
3 |
Mr. Ritesh Shah |
Company Secretary & Chief Legal Officer |
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has an internal control system and an all India integral audit team,
commensurate with the size, scale and complexity of its operations. The Company has in
place adequate internal financial controls with reference to financial statements. During
theyear under review, such controls were tested and no reportable material weakness in the
design or operation was observed. The Company's internal control systems are commensurate
with the nature of its business and the size and complexity of its operations.
12. STATUTORY AUDITORS AND AUDITORS, REPORT:
M/s. Walker Chandiok & Co LLP., Chartered Accountants, Mumbai (Firm Registration
Number: 001076N / N500013), were appointed as the Statutory Auditors of the Company for a
period of five years till the conclusion of the 15th Annual General Meeting for the year
ended 31st March 2023. The existing Auditors are eligible for re-appointment for the
second term of 5(Five) years. In accordance with the provisions of Section 139 read with
the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of
Directors recommends to the Members the re-appointment of M/s. Walker Chandiok & Co
LLP., Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N 500013) as
Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, at
the ensuing 15th Annual General Meeting for a term of 5(Five) years from the conclusion of
the 15th Annual General Meeting for FY 2022-23 till the conclusion of the 20th Annual
General Meeting of the Company for FY 2027-28.
The Audit Committee and the Board considered various parameters like the capability to
serve the complex business structure covering owned, tie-up, and leased units, audit
experience, market standing of the firm, clientele served, technical knowledge etc. and
found M/s. Walker Chandiok & Co LLP., Chartered Accountants to be best suited to
handle the scale, diversity, and complexity associated with the Audit of the financial
statements of the Company and have considered and recommended their re-appointment as
Statutory Auditors of the Company at a remuneration to be decided by the Board for
conducting the Statutory Audit of the Company.
The Statutory Auditors fulfill the eligibility and qualification norms as prescribed
under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued
thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for
issuing Limited Review reports or Audit Reports.
No frauds have been reported by the Statutory Auditors during the financial year
2022-23 pursuant to the provisions of Section 143(12) of the Companies Act, 2013. With
reference to the Statutory Auditors' qualified opinion, matter of emphasis and
observations in the Auditors' Report there are no qualifications or adverse remarks which
required the explanation/comments of the Board in accordance with the provisions of
Section 134(3) (f) of the Companies Act, 2013.
13. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. B K
Pradhan & Associates, Practicing Company Secretary, to undertake the Secretarial Audit
of the Company for the financial Year 2022-23. The Secretarial Audit Report forms part of
this Report and is annexed as Annexure - D.
There are no qualifications or adverse remarks in the Secretarial Audit Report.
14. COST AUDITORS
The Company is not required to maintain cost records in terms of the requirements of
Section 148 of the Act and rules framed thereunder, hence such accounts and records are
not required to be maintained by the Company.
15. INTERNAL AUDITORS
Your Company has appointed Mr. P Kulothungan as an Internal Auditor of the Company with
effect from May 01, 2022, further the appointment of the Internal Auditor has been
ratified by the Board of Directors in their meeting held on May 25, 2023 pursuant to
provisions of Section 138 of the Act.
16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO AND RESEARCH & DEVELOPMENT:
A. Conservation of Energy, Technology Absorption
The statement pursuant to Section 134 (3) (m) of the Companies Act, 2013 (Act) read
with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure ' B' and
forms an integral part of this Report.
B. Foreign Exchange Earnings and Outgo Earnings: Rs.12,996.60 Lakhs
Outgo: Rs. 810.84 Lakhs
C. Research & Development:
Capita Recurring : Rs.115.13 Lakhs
Total Research & Development expenditure : 0.02%
(as per percentage of total turnover)
17. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members excluding the information on employees'
particulars which is available for inspection by the members at the Registered office of
the Company during business hours on working days of the Company up to the date of ensuing
Annual General Meeting. Any member interested in inspecting / seeking such details may
write to the Company Secretary at riteshshah@abdindia.com
18. RELATED PARTY TRANSACTIONS:
All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on dealing with and materiality of Related Party
Transactions and the Related Party Framework, formulated and adopted by the Company. An
omnibus approval from the Audit Committee is obtained for the related party transactions
which are unforeseen in nature.
All contracts/arrangements/transactions entered into by the Company during the year
under review with Related Parties were in the ordinary course of business and on arm's
length. During the year, the Company has not entered into any transaction with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions.
No transactions were carried out during the year which requires reporting in Form AOC -
2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014.
19. DEPOSITS:
There were no outstanding deposits at the end of the previous financial year within the
meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules,
2014. The Company has not invited any deposits during the year.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and / or material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company.
21. NUMBER OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on business
strategies/policies and review the Company's financial performance. During the year under
review, the Board of Directors of the Company met 6 (Six) times on June 02, 2022, June 13,
2022, June 23, 2022, August 24, 2022, December 21, 2022 and January 27, 2023. The gap
between two Board Meeting did not exceed 120 days.
|
During Financial Year 2022-2023 |
Name of Directors |
No. of meetings eligible to attend |
No. of meetings attended |
Mr. Kishore R Chhabria |
6 |
3 |
Mrs. Bina K Chhabria |
6 |
1 |
Mr. Shekhar Ramamurthy |
6 |
6 |
Mrs. Resham Chhabria J Hemdev |
6 |
5 |
Mr. Balaji V Swaminathan |
6 |
6 |
Mr. Vivek A Sett |
5 |
5 |
Mr. Paul H Skipworth |
5 |
5 |
Ms. Rukhshana J Mistry |
5 |
4 |
Mr. Vinaykant Tanna |
3 |
3 |
Mr. Narayanan Sadanandan |
2 |
2 |
Mr. Maneck N Mulla |
6 |
5 |
Mr. Arun Barik |
4 |
4 |
22. COMMITTEES OF BOARD
The constitution of the Board Committees is in acquiescence of provisions of the Act
and the relevant rules made thereunder and the Articles of Association of the Company
As on March 31, 2023, the Board had six committees viz.,
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Corporate Social Responsibility Committee
(iv) Stakeholder Relationship Committee
(v) Risk Management Committee
(vi) IPO Committee
Procedure at Committee Meetings:
The Company's guidelines relating to the Board meetings are applicable to the Committee
Meetings. Minutes of the proceedings of Committee meetings are circulated to the
respective committee members and placed before the Board Meetings for noting. The
composition and terms of reference of all the Committees are in compliance with the
Companies Act, 2013 as applicable. The composition of all the Board Committees is as
under:
Audit Committee:
The Audit Committee was re-constituted on June 02, 2022 and June 20, 2022. Three
Meetings of the Audit Committee were held during the year under review on 13th June,
2022,23rd August, 2022 and 27th January, 2023:
Current composition of the committee and attendance is mentioned below:
|
During Financial Year 2022-23 |
Name of Members |
No. of meetings eligible to attend |
No. of meetings attended |
Mr. Balaji Viswanathan Swaminathan - Chairman |
3 |
3 |
Ms. Rukhshana Jina Mistry |
3 |
2 |
*Mr. Arun Barik |
1 |
1 |
Mr. Maneck Navel Mulla |
2 |
2 |
*Mr. Arun Barik resigned from the Committee on 20th June 2022.
Nomination and Remuneration Committee (NRC'):
The NRC met once during the financial year under review on 19th August, 2022:
|
During Financial Year 2022-23 |
Name of Members |
No. of meetings eligible to attend |
No. of meetings attended |
Mr. Paul Henry Skipworth - Chairman |
1 |
1 |
Ms. Rukhshana Jina Mistry |
1 |
1 |
Mr. Maneck Navel Mulla |
1 |
0 |
Corporate Social Responsibility Committee (CSR Committee'):
The Corporate Social Responsibility Committee was re constituted on June 2, 2022
comprising of Mrs. Resham Chhabria Jeetendra Hemdev, Mr. Vivek Anilchand Sett, Mr. Maneck
Navel Mulla as members. Mrs. Resham Chhabria Jeetendra Hemdev is the Chairperson of the
Committee.
Stakeholder Relationship Committee (SR Committee'):
The Stakeholders Relationship Committee was constituted on June 2,2022 and
re-constituted on October 17, 2022. Mr. Vinaykant C Tanna, Mr. Balaji Viswanathan
Swaminathan and Mr. Maneck Navel Mulla are members of the Committee. Mr. Vinaykant C Tanna
is the Chairman of the Committee.
Risk Management Committee (RM Committee'):
The Risk Management Committee was constituted on June 02,2022. Mr. Shekhar Ramamurthy
and Mr. Vivek A Sett, Mr. Maneck Navel Mulla and *Mr. Vinaykant C Tanna (with effect
from May 25,2023) are members of the Committee. Mr. Shekhar Ramamurthy is the Chairman of
the Committee.
Initial Public Offering Committee (IPO Committee'):
The Initial Public Offering Committee was constituted on June 02,2022 and
re-constituted on June 20,2022
The IPO Committee met once during the financial year under review on 27th June, 2022:
|
During Financial Year 2022-23 |
Name of Members |
No. of meetings eligible to attend |
No. of meetings attended |
Mr. Shekhar Ramamurthy |
1 |
1 |
Mrs. Resham Chhabria J Hemdev |
1 |
1 |
Mr. Balaji Viswanathan Swaminathan |
1 |
1 |
Mr. Maneck Navel Mulla |
1 |
1 |
There has been no instance where the Board has not accepted any of the recommendations
of the above Committees.
23. EXTRACT OF ANNUAL RETURN:
As per Section 92 (3), Every company shall place a copy of the annual return on the
website of the Company, if any, and the web-link of such annual return shall be disclosed
in the Board's report. The weblink for the same is www.abdindia.com
24. MATERIAL CHANCES AND COMMITMENTS:
In terms of Section 134 (3) (1) of Companies Act, 2013, there are no material changes
and commitments which could affect the Company's financial position that have occurred
between the end of the financial year and the date of this report.
25. LOANS. GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
26. RISK MANAGEMENT:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company understands that risk evaluation and risk mitigation is an
ongoing process within the organization and is fully committed to identify and mitigate
the risks in the business. The major risks have been identified by the Company and its
mitigation process/measures have been formulated in the areas such as business, project
execution, event, financial, human, environmental and statutory compliance.
27. POLICY ON NOMINATION. REMUNERATION AND BOARD DIVERSITY:
The Board of Directors has framed a Policy that lays down a framework in relation to
the remuneration of Directors, Key Managerial Personnel and Senior Management of the
Company. This Policy also lays down criteria for the selection and appointment of Board
Members as well as the diversity of the Board. The Company has a mix of Executive and
Non-Executive Director including Woman Directors. The Policy aims to attract, retain and
motivate qualified people at the board and senior management levels and ensure that the
interests of Board members & senior executives are aligned with the Company's vision
and mission statements and are in the long-term interests of the Company.
28. EVALUATION OF BOARD
Consequent upon the conversion of your Company from Private Limited to Public Limited
with effect from June 8, 2022, the Board has approved the appointment of Independent
Directors including constitution of various Board Committees in compliance with the
Companies Act, 2013 and SEBI Regulations in preparation of the filing of Draft Red Herring
Prospectus with SEBI for the purpose of the Company's proposed Initial Public Offer (IPO)
of equity shares. Accordingly, the Company is committed to conducting the annual
performance evaluation of the Board, its Committees and Individual Directors with effect
from Apri 11,2023.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company believes that as a responsible corporate citizen, it has a duty towards the
society, the environment, and the Country where it operates. The Company's sense of
responsibility (which goes beyond just complying with operational and business statutes)
towards the community and environment, both ecological and social, in which it operates is
known as corporate social responsibility.
In compliance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
constituted a Corporate Social Responsibility (CSR) Committee. It is committed to ensuring
the social well-being of the communities through its CSR initiatives, in alignment with
the Company's key priorities. The current composition of the CSR Committee comprises of
Mrs. Resham Chhabria J Hemdev, Mr. Vivek Sett and Mr. Maneck N Mulla as members of the
Committee.
During the year under review, the Company was required to incur CSR expenditure
amounting toRs.33.58 lakhs. As a part of its CSR activities, the Company has spent a sum
of Rs.30.00 lakhs as eligible CSR spend. The company was having accumulated excess
spending amounting to Rs.123.30 lakhs from the previous year and after allowing the
set-off of the short spend of Rs.3.58 lakhs for the current year the available amount of
Rs.119.72 lakhs were carried forward for utilizing it in subsequent years.
The annual report on CSR activities is annexed herewith marked as Annexure-C.
30. VIGIL MECHANISM:
As required under Section 177 of the Companies Act, 2013, the Company has established
the vigil mechanism for Directors and employees to report genuine concerns through the
Whistle Blower Policy of the Company. Pursuant to the Policy, the Whistle Blower can raise
concerns relating to Reportable Matters such as unethical behavior, breach of Code of
Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings,
illegality, non-compliance of legal and regulatory requirements, retaliation against the
Directors & Employees and instances of leakage of/suspected leakage of Unpublished
Price Sensitive Information of the Company etc.
The Whistle Blower Policy of the Company provides for adequate safeguards against
victimisation of persons who use such vigil mechanism and makes provision for direct
access to the chairman of the Audit Company. The Audit Committee oversees the functioning
of the same. Further, no personnel have been denied access to the Audit Committee during
the Financial Year under review.
There was no instance of such reporting during the financial year ended 31st March,
2023.
31. PERSONNEL:
Your Directors wish to place on record their appreciation of all employees of the
Company for their sustained efforts and valuable contribution to the high level of
performance and growth during the year. Industrial relations remained cordial throughout
the year. The Company continues to enjoy cordial relations with employees at all levels.
32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company
has constituted Internal Committees (1C) and has appointed members who are employees of
the Company and an external independent member who has prior experience in the areas of
women empowerment and prevention of sexual harassment. The Company has zero tolerance for
sexual harassment is committed to providing a healthy environment to all its employees at
the workplace and has adopted a policy detailing the governance mechanism for prevention,
prohibition and redressal of sexual harassment at the workplace relating to employees
across genders. During the year under review, one complaint with allegations of sexual
harassment was received by the Company and was investigated and resolved as per the
provisions of the POSH Act.
33. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ events on these items during the year under
review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under
any Scheme and Buyback of shares.
3. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription / purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
Section 67(3)(c) of the Companies Act, 2013).
4. No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016
and there is no instance of one-time settlement with any Bank or Financial Institution.
34. SECRETARIAL STANDARDS:
During the year under review, your Company has complied with the Secretarial Standards
1 and 2 on meetings of the Board of Directors and on General Meetings, respectively,
issued by the Institute of Company Secretaries of India and notified by the Ministry of
Corporate Affairs, in terms of Section 118(10) of the Act.
35. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the financial year
ended March 31, 2023, the applicable accounting standards have been followed along with
proper explanation and that there are no material departures;
b) that such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied consistently and judgments and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as on March 31, 2023 and of the profit of the Company for that financial
year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
and
e) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
36. APPRECIATION:
The Directors acknowledge with gratitude the co-operation, understanding, support and
assistance extended by its Customers, Dealers, Vendors, Bankers and all other Business
Associates. Your Directors also take this opportunity to thank the various departments and
agencies of the Central and State Governments for the co-operation, guidance and continued
support provided throughout the year.
For, Allied Blenders and Distillers Limited
(Formerly known as Allied Blenders and Distillers Private Limited)
Shekhar Ramamurthy |
Arun Barik |
Executive Deputy Chairman |
Executive Director |
DIN:00504801 |
DIN: 07130542 |
London, UK |
Mumbai, India |
Date: June 21, 2023 |
Date: June 21,2023 |