Dear Members,
Your Directors have pleasure in presenting their 36th Annual
Report together with the Financial Statements and Auditor's Report of the Company for the
financial year ended on 31st March 2025.
1. FINANCIAL RESULTS
A summary of the company's financial result for the financial year
2024-25 is as under:
(Rs in Lakhs)
PARTICULARS |
FY 2024-25 |
FY 2023-2024 |
Revenue from Operations |
1,09,657.90 |
76,451.64 |
EBITDA (Net of Other Income) |
12,809.10 |
7,672.63 |
Less: Interest |
569.54 |
367.24 |
Profit before Depreciation |
12,239.56 |
7,305.39 |
Less: Depreciation |
1,744.06 |
1,440.39 |
Add: Other Income |
469.60 |
963.79 |
Profit before Tax |
10,965.10 |
6,828.79 |
Provision of Tax |
2,818.88 |
1,766.49 |
Net Profit |
8,146.22 |
5,062.30 |
2. FINANCIAL PERFORMANCE
Your company has demonstrated robust financial growth, with Net Revenue
from Operations increasing by 43% year-over-year to Rs 109657.90 Lakh. The
company's EBITDA rose 67% year-over-year to Rs 12809.10 Lakh reflecting enhanced
operational efficiency. Profit After Tax (PAT) reached Rs 8146.22, Lakh marking a 61%
year-over-year increase and expanding the PAT. Additionally, the Diluted Earnings Per
Share (EPS) stood at Rs 43.05, reflecting a growth of 54% year-over-year, underscoring the
company's strong financial performance and value creation for shareholders.
3. STATE OF AFFAIRS OF THE COMPANY
Associated Alcohols & Breweries Ltd. (AABL) plays a pivotal role in
the Indian alcoholic beverage industry, serving as a primary supplier of high-quality
Extra Neutral Alcohol (ENA) to leading Indian Made Foreign Liquor (IMFL) manufacturers and
bottlers. The company has strategically directed a significant portion of its ENA
production towards value-added products, resulting in a slight decrease in overall ENA
volumes. AABL's versatility is evident in its ability to produce ENA from a variety of
feedstocks, ensuring a steady supply to meet diverse market demands. In a significant
expansion of its operations, AABL commenced commercial production at its state-of- the-art
130 KLPD ethanol plant in Barwaha, Madhya Pradesh, with an investment of approximately Rs
150 crore. This grain-based facility is equipped with advanced technology and a versatile
boiler capable of utilizing various fuels, including coal, husk, and briquettes,
underscoring the company's commitment to eco-friendly practices and operational
efficiency.
Furthermore, AABL is capitalizing on favorable government initiatives,
such as the Ethanol Blending with Petrol (EBP) program, to diversify its revenue streams
and contribute to sustainable energy solutions.
4. SHARE CAPITAL
The paid-up equity share capital of the company as at March 31, 2025,
stood at Rs 1807.92 lakhs divided into 1,80,79,200 equity shares of Rs 10/- each.
Preferential Allotment: During the year, the company proposed and thus
allotted;
a) 9,00,000 warrants at price of Rs 485/- each convertible into
9,00,000 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.
b) 11,00,000 warrants at price of Rs 679/- each convertible into
11,00,000 equity shares of Rs 10/- each at a premium of Rs 669/- per share in one or more
tranches within a period of 18 months from the date of allotment i.e. 7th
October 2024 on preferential basis to two promoters of the company and two other
persons/non-promoter 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 36th Annual General Meeting a dividend of 20% i.e. Rs 2.00/-
each (previous year 20% i.e. Rs 2.00/- each) on 1,80,79,200 Equity Shares of
face value of Rs 10.00/- 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. The company has not transferred any amount in the general
reserve.
6. FINANCE & ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial
statements for the financial year ended on 31st March 2025 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 financial year ended 31st March, 2025. The Notes No. 3 & 4 to the
Financial Statements adequately cover the accounting policy and form an integral part of
this report.
7. ETHANOL DIVISION
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 at its state-of-the-art 130 KLPD
ethanol plant in Barwaha, Madhya Pradesh, with an investment of approximately Rs 150
crore. This grain- based facility is equipped with advanced technology and a versatile
boiler capable of utilizing various fuels, including coal, husk, and briquettes,
underscoring the company's commitment to eco-friendly practices and operational
efficiency.
8. CCI INVESTIGATION
As reported from time to time and that during last 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 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 unfavourable 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 financial
year ended the 31st March, 2025, 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 from 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,
2025 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 directors 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
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, Stakeholders
Relationship Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Risk Management Committee and Operational Committee. The
following is the composition of the Board:
Name of Director |
DIN |
Designation / Category |
Mr. Prasann Kumar Kedia |
00738754 |
Managing Director |
Mr. Anshuman Kedia |
07702629 |
Whole Time Director & CEO |
Mr. Tushar Bhandari |
03583114 |
Whole Time Director & CFO |
Dr. Swaraj Kumar Puri |
10522141 |
Independent Director |
Mr. Debashis Das |
08755043 |
Independent Director |
Ms. Apurva Pradeep Joshi |
06608172 |
Independent Director |
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 are the person of integrity and possesses relevant
expertise and experience and also fulfil 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. Tushar Bhandari (DIN: 03583114), 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 Annual General Meeting. Brief profile of Mr. Tushar
Bhandari has been given in the Notice convening this Annual General Meeting.
Nomination and Remuneration Policy
The policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of Director,
and also remuneration for Key Managerial Personnel and other employees can be viewed at
the Company's website at www.associatedalcohols.com.
Appointment, Completion of Term and Resignation
of Director
There were no appointment and resignation of directors done during the
period under review. However, first term of Ms. Apurva Pradeep Joshi (DIN: 06608172) is
getting completed on 11th September 2025. The Board of Director has proposed
her reappointment for second term in the Board Meeting held on 26th April 2025
subject to approval of the member in the ensuing 36th Annual General Meeting of
the company.
11. KEY MANAGERIAL PERSONNEL
During the period under review following are the Key Managerial
Personnel of the company as on 31st March 2025:
1. Mr. Prasann Kumar Kedia - Managing Director
2. Mr. Anshuman Kedia - Whole Time Director & CEO
3. Mr. Tushar Bhandari - Whole Time Director & CFO
4. Mr. Abhinav Mathur - Company Secretary Notes:
1. Mr. Anshuman Kedia has been redesignated as Whole Time Director
& CEO w.e.f. 02nd May, 2024).
2. Mr. Ankit Agrawal had been elevated to the post of Group CFO and
resigned from the post of CFO of the Company w.e.f. 31st August, 2024.
3. Mr. Tushar Bhandari has been appointed as Chief Financial Officer of
the Company w.e.f. 24th October, 2024.
4. Mr. Sumit Jaitley, Company Secretary of the Company resigned w.e.f.
31st October, 2024 and
5. Mr. Abhinav Mathur has been appointed as the Company Secretary of
the Company w.e.f. 24th January, 2025.
12. MEETINGS
During the year Six (6) Board, Five (5) Audit Committee, Two (2)
Stakeholders Relationship committee, Three (3) Nomination and Remuneration Committee, One
(1) CSR Committee 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 of the 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
A.
15. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report
form part of this Annual Report.
16. 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
17. 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 placed 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 Note no. 43 of the Financial Statements.
18. RISK MANAGEMENT
The Company in accordance with the provisions of the Companies Act,
2013 has adopted a Risk Management Policy. The Company has constituted a Risk Management
Committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. This ensures identification and mitigation
therein of elements of risk, if any, which in the opinion of the Board may threaten the
existence of the company.
19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT
The Company's system of financial and compliance controls with
reference to the financial statements 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.
20. AUDITORS
M/s Singhi & Co., Chartered Accountants, Kolkata (FRN: 302049E) are
the Statutory Auditors of the Company 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.
21. 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
and Regulation 24A of SEBI Listing Regulations has appointed M/s K. Arun & Co.
(Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for
a period of five years from FY 2025-26 to FY 2029-30 subject to the approval of
shareholders of the Company in the ensuing Annual General Meeting.
The Secretarial Audit report for the Financial Year ended 31st
March, 2025 is annexed herewith as Annexure B and forms part of this
report. The report is self-explanatory and do not call for any comments except the
secretarial auditor has reported about the fines which was paid during the year under
review to Stock Exchanges for non-compliance of regulation 19 (1) & (2), 20 (2) &
20A and 17(1A) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which was occurred due to different views of
interpretation of relevant regulations by the stock exchanges and the company.
22. COST AUDIT
The Board on the recommendation of the Audit Committee has appointed
M/s M.P. Turakhia & Associates (Practicing Cost Accountant), Indore as the Cost
Auditor of the Company for the financial year 2025-26. In accordance with the provisions
of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has
maintained cost records.
23. 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, 2025 is available on the Company's website on
https://associatedalcohols.com/investor- contact/
24.SECRETARIAL STANDARD
During the year under review, the Company has complied with the
provisions of the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India as mandated under Section 118(10) of the Companies Act, 2013.
25. 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 C and forms part of this report.
26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The particulars of Loans, Guarantees and Investment in pursuant to
Section 186 of the Companies Act, 2013 are given in Note no. 50 to the financial
statements.
27. SUBSIDIARY COMPANY:
Statement containing the salient features of Financial Statement of
subsidiary i.e. Associated Alcohols & Breweries (Awadh) Limited pursuant to provisions
of section 129(3) in form AOC-1 annexed herewith as Annexure D and
forms part of this report.
The Company has neither associate companies nor joint ventures during
the period under review.
28. 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.
29. 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.
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.
Details of deposits covered under Chapter V of the Act.
30. 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
E and forms part of this report.
31. 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.
32.INTERNAL COMPLAINTS COMMITTEE
The company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed or
reported pursuant to the said act during the year under review.
33.TRANSFER OF SHARES 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 & 2016-17.
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 2017-18 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 unpaid or unclaimed dividend amount of Rs 8,07,260/-
related to financial year 2016-17 which was required to be transfer to IEPF has been
transferred on 28th October 2024.
34. 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.
35. 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/.
36. PROSPECTS/OUTLOOK
The details about the prospects / outlook of your company are provided
under the Management Discussion and Analysis forming part of this report.
37. 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 |
Anshuman Kedia |
Managing Director |
Whole Time Director & CEO |
DIN: 00738754 |
DIN: 07702629 |
Place: Indore |
|
Date: 26.04.2025 |
|