Dear Members,
Your Directors have pleasure in presenting their 35th Annual Report together
with the Financial Statements and Auditor's Report of the Company for the financial year
ended on 31st March, 2024.
1. Financial Results
A summary of the company's financial result for the financial year 2023-24 is as under:
(Rs. in Lakhs)
PARTICULARS |
2023-2024 |
2022-2023 |
Revenue from Operations |
76,451.64 |
70,276.88 |
EBITDA (Net of Other Income) |
7,672.63 |
6,237.44 |
Less: Interest |
367.24 |
141.93 |
Profit before Depreciation |
7,305.39 |
6,095.51 |
Less: Depreciation |
1,440.39 |
1,438.87 |
Add: Other Income |
963.79 |
891.50 |
Profit Before Tax |
6,828.79 |
5,548.14 |
Provision of Tax |
1,766.49 |
1,392.54 |
Net Profit |
5,062.30 |
4,155.60 |
2. FINANCIAL PERFORMANCE
Your company has achieved record revenues of ' 76451.64 lakhs,
demonstrating a growth rate of 8.78%. However, the company has reported the growth in
volume and revenue across all its value- added product portfolios except IMIL. During the
year, the IMIL (Indian Made Indian Liquor) revenue was ' 19,150.72 lakhs as
against ' 24,010 lakhs in previous year on account of change in state
government policies putting maximum cap for allocation. The IMFL (Indian Made Foreign
Liquor) proprietary & licensed brand portfolio reported a combined revenue of '
32,804.59 lakhs as against ' 30,510 lakhs, experiencing a moderate
growth.
In the last quarter, the company commenced the Ethanol Plant, having the capacity of
130 KLPD grain- based facility with the capability to process various feedstocks. The
plant is equipped with advanced technology along with ultra modern boiler with captive
power plant and a commitment to eco-friendly practices, representing a major milestone in
AABL's dedication to providing clean energy solutions.
Your company reported 10% EBITDA and a 7% profit after tax in FY 24.
3. AMALGAMATION WITH AND INTO MOUNT EVEREST BREWERIES LIMITED
The Board of Directors in its meeting held on 10th August, 2023, looking to
inordinate delay in initial approval process upon post extensive discussions,
deliberations, and considering the present business scenario, has decided to withdraw the
Scheme of Arrangement ("SOA”) for the amalgamation of the company with Mount
Everest Breweries Limited (MEBL).The company's strategic trajectory and growth prospects
remain steadfast, unaffected by the above mentioned action.
4. SHARE CAPITAL
The paid-up equity share capital of the company as at March 31, 2024 stood at Rs.
1,807.92 lakhs divided into 1,80,79,200 equity shares of Rs. 10/- each.
- Preferential Allotment : During the year, the company proposed and thus allotted
9,00,000 warrants at price of Rs. 485/- each convertible into 9,00,000 lakhs
equity shares of Rs. 10/- each at a premium of Rs. 475/- per
share in one or more tranches within a period of 18 months from the date of allotment i.e
28th March 2024 on preferential basis to two promoters of the company of the
company as per provisions of the SEBI (ICDR) Regulations, 2018 and the SEBI (LODR),
Regulations 2015
- These warrants are outstanding on the date of report.
5. DIVIDEND & RESERVES
Your directors have recommended dividend for approval of the members at the ensuing 35th
Annual General Meeting a dividend of 20% i.e. Rs. 2.00/- each (previous year
10% i.e. Rs. 1.00/- each) on 18079200 Equity Shares of face value of Rs.
10/- each the aggregate amount being Rs. 361.58 lakhs, payable to
shareholders whose name appear in the Register of Members as on the Book Closure
Date/Record Date.
6. FINANCE & ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on 31st March, 2024 has been prepared in accordance with the Indian
Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and
judgments relating to the Financial Statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of transactions reasonably
present the Company's state of affairs, profits and cash flows for the year ended 31st
March, 2024. The Notes No. 2, 3 & 4 to the Financial Statements adequately cover the
accounting policy and form an integral part of this report.
7. ETHANOL PROJECT
A significant step towards diversifying our product portfolio, and a testament to our
vision and commitment to innovation, the Ethanol Project / Plant has been completed and
commercial production has commenced from January 2024. The state- of-the-art production
facilities and the company's strategic location puts the company ahead and in advantageous
position.
8. CCI INVESTIGATION
As reported from time to time and that during the year the company had received an
order from the CCl based on the investigation report of the DG submitted to the CCl
alleging cartelisation in the supply of certain products.
The company has challenged the the jurisdiction of the CCl on the aforesaid order
before the Hon'ble Delhi High Court, the Hon'ble Court directed the Company to raise all
its contentions before the CCI during the process.
Accordingly, the company has sought necessary clarification from CCl and is in the
process of submitting its responses as further sought in the order. The CCI in its last
order dated 20.03.2024 has further order the DG to investigate the report, till date CCl
has not raised any demand in this matter and the Company doesn't perceive any unfavorable
impact.
9. DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:
a) that in the preparation of the annual accounts, for the year ended the 31st
March, 2024, the applicable accounting standards read with the requirements set out under
schedule III of the Act, have been followed and there is no material departure form the
same the applicable accounting standards have been followed.
b) that appropriate accounting policies have been selected and applied consistently and
that judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as on 31st March, 2024 and of its
profit for the year ended on that date.
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records under the provisions of the Act 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.
e) that the directors had laid down internal financial control to be followed by the
company and that such internal financial control is adequate and were operating
effectively.
f) that the director had devised proper system to ensure compliance with the provision
of all applicable laws and that such system were adequate and operating effectively.
10. COMPOSITION OF BOARD Directors & KMP
The Board provides leadership, strategic guidance, objective and independent view to
the Company's management while discharging its fiduciary responsibilities thereby ensuring
that the management adheres to high standards of ethics, transparency and disclosure. The
Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee and Risk Management
Committee.
Mr. Prasann Kumar Kedia Managing Director (DIN:00738754), Mr Anshuman Kedia Whole Time
Director (DIN:07702629), Tushar Bhandari (DIN: 03583114) Whole Time Director of the
company, the company has appointed adequate Key Managerial Personnel's as per requirements
of Section 203 of the Companies Act, 2013.
Declaration of Independence
The Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board,
the Independent Directors, fulfill the conditions of independence specified in Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The
Independent Directors have also confirmed that they have complied with the Company's Code
of Business Conduct & Ethics.
Director liable to retire by rotation seeking reappointment
In accordance with the provisions of section 152 of the Companies Act, 2013 and
Company's Articles of Association, Mr. Anshuman Kedia, (DIN: 07702629) Director retires by
rotation at the forthcoming Annual General Meeting and being eligible offers himself for
reappointment. The Board has recommended his appointment for the consideration of the
members at the forthcoming AGM. Brief profile of Mr. Anshuman Kedia, has been given in the
Notice convening this AGM.
Appointment, Completion of Term and Resignation of Director
Mr. Sanjay Kumar Tibrewal (DIN: 00737877) has resigned from the post of Whole Time
Director w.e.f. 08th May, 2023.
Ms. Homai A Daruwalla (DIN: 00365880) term as an Independent Director has been
completed on 15th May, 2023 from closure of business hours.
Dr. Swaraj Kumar Puri (DIN: 10522141) has been appointed as additional Director on 26th
February, 2024 and confirmed in the Extra Ordinary General Meeting held on 23rd
March, 2024.
Mr. Nitin Tibrewal (DIN: 01892892) term as an Independent Director has been completed
on 31st March, 2024 from the closure of business hours.
11. KEY MANAGERIAL PERSONNEL
During the period under review following are the Key Managerial Personnel of the
company as on 31st March, 2024:
1. Mr. Prasann Kumar Kedia - Managing Director
2. Mr Anshuman Kedia - Whole Time Director (has been redesignated as Whole Time
Director & CEO w.e.f. 02nd May, 2024).
3. Mr. Tushar Bhandari - Whole Time Director
4. Mr. Ankit Agrawal - Chief Financial Officer
5. Mr. Sumit Jaitely - Company Secretary
12. MEETING
During the year Eight (8) Board, Five (5) Audit Committee, Three (3) Stakeholders
Relationship committee, Two (2) Nomination and Remuneration Committee, Four (4) CSR
Committee Meetings and Two (2) Risk Management Committee Meetings were convened and held.
The details of the same is disclosed in Corporate Governance report.
13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors adopted a formal mechanism for evaluating its performance and as well as that of
its committees and individual Directors.
The Directors were satisfied with the evaluation results, which reflected overall
engagement of the Board and its Committees with the Company.
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under "Corporate Social Responsibility” (CSR), the
company has constituted Corporate Social Responsibility Committee. The CSR Committee has
framed the CSR policy of the company. The Committee has made expenditure which form part
of this report.
Annual Report on CSR activities is annexed herewith as "Annexure B”.
15. CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate Governance as
prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the
Company. A separate report on Corporate Governance and Auditors Certificate thereon are
included as part of the Annual Report.
16. RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were on an
arm's length basis and were in the ordinary course of business and that the provision of
section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted.
Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not
required. Further there is no material related party transaction during the year under
review with the Promoter, Directors or Key Managerial Personnel.
All related party transactions are places before the Audit Committee as also the Board
of Directors for approval. Omnibus approval was obtained on a yearly basis for
transactions which are repetitive in nature. The details of the related party transaction
are disclosed in Notes No. 43 of the Financial Statements.
17. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company's system of financial and compliance controls with reference to the
financial statements and risk management is embedded in the business process by which the
Company pursues its objectives.
Management is responsible for establishing and maintaining adequate disclosure controls
and procedures and adequate internal controls over financial reporting with respect to
financial statements besides its effectiveness in the context of applicable regulations.
The Internal Auditor, the Audit Committee as well as the Board of Directors conduct
from time to time an evaluation of the adequacy and effectiveness of the system of
internal controls for financial reporting with respect to financial statements.
18. AUDITORS
M/s Singhi & Co., Chartered Accountants, Kolkata (FRN: 302049E) were re-appointed
as Statutory Auditors of your company at the 33rd Annual General Meeting held
on 05th August, 2022, for the second term of 5 (five) consecutive years to hold
office till the conclusion of 38th Annual General Meeting of the Company to be
held in the year 2027.
The Report given by the Auditors on the financial statement of the company forms part
of this Report and are self-explanatory. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.
19. SECRETARIAL AUDIT
The Board of Directors under section 204(1) of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 has appointed
M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial
audit of the company for the financial year 2023-24. The Secretarial Audit report for the
Financial Year ended 31st March, 2024 is annexed herewith as "Annexure
C” and forms part of this report. The report is self-explanatory and do not call
for any comments.
Further, the Board has appointed M/s K. Arun & Co. (Practicing Company
Secretaries), Kolkata as Secretarial Auditor for the financial year 2024-25.
20. COST AUDIT
The Cost Audit was not applicable for the financial year 2023-24.
The Board on the recommendation of the Audit Committee has appointed M/s M.P. Turakhia
& Associates Cost Accountant as the Cost Auditor for the financial year 2024-25.
21. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the
Annual Return as on 31st March, 2024 is available on the Company's website on https://associatedalcohols.com/investor-contact/
22.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.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO
Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy,
technology absorption and foreign exchange earnings/ outgo is appended hereto as "Annexure
D” and forms part of this report.
24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the
Companies Act, 2013 are given in the Notes No. 50 the financial statements.
25.SUBSIDIARY COMPANY: Associated Alcohols & Breweries (Awadh) Limited
During the year, the Company has incorporated a wholly-owned subsidiary,
"Associated Alcohols and Breweries (Awadh) Limited” ("AABL Awadh”), on
23rd February, 2024 to establish a bottling cum distillery unit in the state
Uttar Pradesh. The initial investment and certificate of commencement of business by the
AABL Awadh has been obtained after 31st March, 2024.
Hence, the board is of the view that requirement for the consolidation of accounts is
not applicable for the financial year ended 31st March, 2024.
Statement containing the salient features of Financial Statement of subsidiary pursuant
to provisions of section 129(3) in form AOC-1 annexed herewith as “Annexure
F” and forms part of this report.
The Company did not have any Associate Company or Joint Venture.
26. FIXED DEPOSITS
During the year your company has not accepted any deposit from public under Section 73
of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.
27. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
• During the year under review, there were no cases filed or reported pursuant to
the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
• No instances of fraud reported by auditor under section 143(12) of the Companies
Act, 2013.
• There are no proceedings initiated/ pending against the Company under the
Insolvency and Bankruptcy Code, 2016
• During the financial year under review, there were no instances of one-time
settlement with any bank or financial institution.
• The company did not undergo any change in the nature of its business during the
financial year.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The relation between the employees and the management has been cordial throughout the
year under review and the Directors place on record their appreciation for the efficient
services rendered by the employees at all levels.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure A” and
forms part of this report.
29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any. The details of the policy is explained in the Corporate
Governance Report and also posted on the website of the company.
30.INTERNAL COMPLAINTS COMMITTEE
As per the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the company has constituted Internal Complaints
Committee (ICC) as per the requirements.
31. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules”), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and Protection Fund ("IEPF”
or "Fund”) established by the Central Government, after completion of seven
years from the date the dividend is transferred to unpaid/unclaimed account. Further,
according to the Rules, the shares in respect of which dividend has not been paid or
claimed by the Members for seven consecutive years or more shall also be transferred to
the demat account of the IEPF Authority.
The Company had advertised a notice in the newspapers seeking action from the Members
who have not claimed their dividends for seven consecutive years or more. Thereafter, the
Company has transferred such unpaid or unclaimed dividends and corresponding shares to
IEPF, in relation to FY 2014-15 & FY 2015-16.
Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF
demat Account or the Fund, as the case may be, may claim the shares or apply for a refund
by approaching the company or the Company's RTA for issue of Entitlement Letter along with
all the required documents, after making an application to the IEPF Authority in Form IEPF
- 5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF
Authority from time to time.
The Company will be transferring such unpaid or unclaimed dividends and corresponding
shares to IEPF, in relation to FY 2016-17 within statutory timelines. Members are
requested to ensure that they claim the dividends and shares referred above, before they
are transferred to the said Fund.
The amount of Rs. 4.26 lakhs related to financial year 2015-16 which was
required to be transfer to IEPF on 20th November, 2023 was transfer on 18th
January, 2024. This delay is on account of procedural issues.
32. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR
No material changes and commitments which could affect your Company's financial
position have occurred between the end of the financial year of your Company and date of
this report.
33. WEB-LINK FOR DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company has approved and adopted the Dividend
Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. This Report is also uploaded on the website of
the Company and is available on the Company's website on https://www.associatedalcohols.com/policies/.
34. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Particulars |
FY 2023-24 |
FY 2022-23 |
| Debtor Turn Over Cycle |
13 Days |
67 Days |
| Inventory Turnover Cycle |
45 Days |
35 Days |
| Interest Coverage Ratio |
24 |
50 |
| Current Ratio |
1.75 |
2.48 |
| Debt Equity Ratio |
0.25 |
0.26 |
| Operating Profit Margin |
11% |
10% |
| Net Profit Margin |
7% |
6% |
| Return on Equity |
13% |
12% |
35. Prospects/Outlook
The details about the prospects / outlook of your company are provided under the
Management Discussion and Analysis forming part of this report.
36. ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the co-operation and support
received from shareholders, bankers, financial institutions, regulatory bodies, customers,
suppliers, employees and other business constituents during the year under review.
FOR AND ON BEHALF OF THE BOARD |
|
Prasann Kumar Kedia |
|
| Managing Director |
|
| DIN: 00738754 |
Anshuman Kedia |
| Place: Indore |
Whole Time Director |
| Date: 02 May 2024 |
DIN: 07702629 |