TO THE MEMBERS
Your Directors have pleasure in presenting the 41st Annual Report together with the
Audited Accounts of the Company for the Year ended March 31, 2024.
1. Financial Results:
The summary of the Company's financial results for the financialyear ended March 31,
2024 is furnished below:
(Rs. Lakhs)
| Particulars |
March 31, 2024 |
March 31, 2023 |
| Gross Sales |
2,41,530.23 |
2,32,574.01 |
| Less: State Excise, VAT & TCS |
1,80,007.19 |
1,73,223.44 |
| Net Sales |
61,523.04 |
59,350.57 |
| Other Income |
8,033.32 |
2,046.82 |
| Total |
69,556.36 |
61,397.39 |
| Profit before depreciation, taxation Exceptionalitem & |
18,734.62 |
13,742.91 |
| Less: Depreciation |
613.41 |
581.37 |
| Less: Provision for taxation |
2,969.08 |
3,175.06 |
| Profit after taxation |
15,152.13 |
9,986.48 |
During the year, the revenue from operations (net of excise duty) stood at Rs.
61,523.04 (in Lakhs) as compared to Rs. 59,350.57 (in Lakhs) financial year ended March
31, 2023.
An amount of Rs.15,152.13 Lakhs is proposed to be retained in the statement of Profit
& Loss.
2. OPERATIONAL REVIEW:
Gross revenues increased to Rs. 2,41,530.23 Lakhs, against Rs.2,32,574.01 Lakhs in the
previous year. Profit before depreciation, exceptional item and taxation was Rs. 18,734.62
Lakhs against Rs. 13,742.91 Lakhs in the previous year. After providing for depreciation
and taxation of Rs. 613.41Lakhs and Rs. 2,969.08 Lakhs respectively, the net profit of the
Company for the year under review was placed at Rs.15,152.13 Lakhs as against Rs.9,986.48
Lakhs in the previous year.
3. DIVIDEND & DIVIDEND POLICY
The Board has recommended final dividend at the rate 70% for the year ended March 31,
2024 i.e. Rs.7/- per equity shares of Rs.10/-each fully paid up equity shares out of net
profits for the year. (Last year Rs. 6/- Per equity shares of
Rs.10 each). The Dividend of 70 %, if approved at the forth coming Annual General
Meeting, will result in the out flow of Rs. 1279.43 lakhs to the company.
The Board does not propose to transfer any amount to General Reserve.
In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Board has approved and adopted Dividend Distribution Policy of the Company. The policy
is annexed to this report as Annexure 1 and can also be accessed at
https://www.gmbreweries.com/company-policies.htm.
4. ISSUE OF BONUS SHARES:
Your Directors have pleasure in recommending for approval of the members at the Annual
General Meeting issue of bonus shares in the ratio of 1 : 4 i.e. one new fully paid equity
share of Rs.10 for every four equity shares of Rs.10 held in the company. The bonus issue
if approved at the forth coming Annual General Meeting, will result in capitalization of
profit & loss account to the extent of Rs. 4,56,93,850/-.
5. SHARE CAPITAL:
As on March 31, 2024, the Company has authorized share capital of Rs. 7000 Lakhs
consisting of Rs.6000 Lakhs
Equity Share Capital comprising
6,00,00,000equitysharesofRs.10/-eachandRs.1000LakhUnclassified shares comprising
1,00,00,000 shares of Rs.10/- each.
The Issued, Subscribed and Paid up Share Capital of the Company is Rs.1827.75 Lakh
divided into 1,82,77,538 fully paid up Equity Share of Rs.10/- each.
The Company has neither issued any shares through differential voting rights nor issued
any sweat equity shares during the year.
6. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary / Joint Ventures /Associate Companies during the year
under review. Hence, details for the same are not required to be mentioned.
7. ANNUAL RETURN
Pursuant to Section 134(3) of the Act, the annual return of the company has been placed
on the website of the company and can be accessed at
https://www.gmbreweries.com/general-disclosure.htm
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL(s)
As of the date of this report, the Board of Directors of the Company comprises of 8
(Eight) members with 3 (three) Executive Director and 5 (Five) Non Executive Independent
Directors.
Change in constitution of Board of Directors
The Independent Directors Mr. Dilip Diwan and Mr. Paresh Trivedi will be completing two
terms of five year each in May 2024. Due to regulatory requirements, they will not be
eligible for reappointment for a period of three years.
The Board would like to place on record its sincerest appreciation and gratitude for
the exemplary service rendered by Mr. Dilip Diwan & Mr. Paresh Trivedi towards the
development and growth of the company.
Appointment/Resignation
During the FY 23-24, Mrs. Shilpa Rathi resigned with effect from August 21, 2023 as
Company Secretary of the
Company and Mr. Sandeep Kutchhi was appointed as Vice President Finance & Company
Secretary with effect from August 28, 2023.
Retirement by Rotation
In accordance with the provision of Section 152 of the Act read with rules made there
under and the Articles of Association of the Company, Mrs. Jyoti Almeida (DIN:00112031)
and Mr. Kiran Parashare (DIN: 06587810 ) are liable to retire by rotation at the ensuing
Annual General Meeting. Both these Directors being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
Brief profiles of aforesaid directors are given in the Annual Report.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on the date of this Report are
| Sl.No. |
Name |
Designation |
| 1 |
Mr. Jimmy Almeida |
Managing Director |
| 2 |
Mrs. Jyoti Almeida |
Whole Time Director |
| 3 |
Mr. Kiran Parashare |
Whole Time Director |
| 4 |
Mr. S.Swaminathan |
Chief Financial Officer |
| 5 |
Mr. Sandeep Kutchhi |
Vice President finance & Company Secretary |
Declaration from Independent Director
All Independent Directors have furnished requsite declaration stating that they meet
the criteria of Independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with the Company's Code of
Business Conduct and Ethics.
9. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that: i) In the preparation of the annual accounts for the financial year ended
March 31, 2024, the applicable accounting standards have been followed. ii) The directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2024 and of the profit or loss of the
Company for the year ended on that date. iii) The directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities. iv) The directors have prepared the annual
accounts for the financial year ended March 31, 2024 on a going concern basis. v) The
directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively. vi) The
directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
10. NUMBER OF MEETINGS OF THE BOARD
During the FY 2023-24, Four (4) Meetings of the Board of Directors of the Company were
convened and held. The particulars of Meetings held and attended by each Director are
detailed in the Corporate Governance Report that form part of this Annual Report as
Annexure 6. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted
from time to time.
11. PERFORMANCE EVALUATION OF BOARD
In accordance with the provisions of the Act and the Listing Regulations, the Company
has conducted the Annual Performance Evaluation process, evaluating the performance of the
Board, the Committees of the Board and the individual directors including Chairman.
The Board of Directors has evaluated the performance of Independent Directors during
the year 2023-24 and expressed their satisfaction with the evaluation process. Independent
Directors, in their separate meeting reviewed the performance of the Non-Independent
Directors and the Board as a whole and also reviewed the performance of the Chairman after
taking into account the views of all the Directors. The outcome of this performance
evaluation was placed before the meetings of the Nomination and Remuneration Committee and
Independent Directors for the consideration of the members. The committee expressed
overall satisfaction on the performance of the Independent Directors, Non-Independent
Directors, Chairman and the Board as a whole.
12. AUDIT COMMITTEE
In accordance with the provisions of Section 177(8), the Company has duly constituted
an Audit Committee which performs the roles and functions as mandated under the Act, SEBI
Listing Regulations and such other matters as prescribed by the Board from time to time.
Details of the composition, attendance at its meetings and other details have been
furnished as a part of the Corporate Governance Report. There have not been any instances
during the year under review, where the recommendations of the Committee were not accepted
by the Board.
13. NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination Remuneration Committee (NRC) of the Board is in place and the
composition of NRC, attendance at its meeting and other details have been provided as part
of the Corporate Governance.
In terms of provision of Section 178(3) of the Act read with rules framed there under
and the SEBI Listing Regulations, the Board has adopted the Nomination, Remuneration and
Evaluation Policy based on the recommendations made by the NRC. The salient features of
this policy are outlined in the Corporate Governance Report and the policy is made
available on the Company's website at https://www.gmbreweries.com/company-policies.htm.
The details of the remuneration received by the Directors from the Company have been
disclosed in the Corporate Governance Report.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
The details of the investments made by company are given in the notes to the financial
statements.
15. RELATED PARTY TRANSACTIONS :
All transactions with related parties, including agreement/contracts entered into
during FY23-24 were at arm's length basis and in the ordinary course of business and in
accordance with the provisions of the Act and rules made thereunder, the SEBI Listing
Regulations and the Company's Policy on Related Party Transactions.
There are no particulars to be furnished in Form AOC-2 as required under Section
134(3)(h) of the Act read with
Rule framed thereunder in respect of the related party transactions falling under the
preview of Section 188(1) of the Act during the year under review. Refer Note No. 31 of
the Financial Statement for disclosure on related party transactions.
16. INTERNAL CONTROL SYSTEMS AND INTERNAL AUDIT :
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
17. AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting held on May 24, 2022 approved
the appointment of M/s. V. P Mehta & Company, Chartered Accountants (FRN: 106326W) as
the Statutory Auditors of the Company for a period of five years commencing from the
conclusion of the 39th AGM until the conclusion of the 44th AGM to be held in 2027.
No frauds have been reported by the Statutory Auditors during the Financial Year
2023-2024 pursuant to the provisions of Section 143(12) of the Act.
The Reports given by M/s. V. P Mehta & Company, Chartered Accountants on the
Financial Statements of the
Company for FY 2023-24 does not contain any qualification, reservation or adverse
remarks and forms part of the
Annual Report.
The details relating to fees paid to the Statutory Auditors are given in the Note No.
35 of the Financial Statements.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed Ms. Kala Agarwal,
Practicing Company Secretaries to undertake the Secretarial Audit of the Company for
the Financial Year 2023-24.
The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies
Act, 2013 and Secretarial
Compliance Report in accordance with Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2024 is
annexed herewith and marked as "Annexure-2" to this Report.
There are no audit qualifications, reservations or any adverse emark in the said
Secretarial Audit Report.
18. DEPOSIT
There were no outstanding deposits within the meaning of Section 73 & 74 of the Act
read with Rules framed thereunder, at the end of FY 23-24 or the previous financial year.
During the year under review, the Company has not accepted or renewed any deposits from
the public.
19. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The information on conversation of energy, technology absorption and foreign exchange
earnings & outgo as stipulated under section 134(3)(m) of the Act, read with Companies
(Accounts) Rules, 2014 are set out in Annexure 3 to this report.
20. RISK MANAGEMENT
The Company in accordance with the provisions of the Act has adopted a Risk Management
Policy. The Company has identified the risks impacting the business and formulated
policies for mitigation of risks.
The Company has constituted a business risk management committee under the Companies
Act, 2013 and Regulation
21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details of the Committee and its terms of reference are set out in the Corporate
Governance Report forming part of this report.
For the key business risks identified by the Company, please refer to the Management
Discussion and Analysis annexed to this Report.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instances of fraud and mismanagement, if any. In staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern. A high level Committee has been constituted which
looks into the complaints raised. The Committee reports to the Audit Committee and the
Board.
22. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as
"Annexure 4".
Details of employee remuneration as required under provisions of Section 197 of the
Act, and Rule 5(2) &5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of this report. As per the provisions of Section 136 of the Act, the reports and
Financial Statements are being sent to share holders of the Company and other stakeholders
entitled thereto, excluding the Statement containing Particulars of Employees. Any
shareholder interested in obtaining such details may write to the Company Secretary of the
Company.
23. CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility ("CSR") Committee
in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility) Rules, 2014. The composition and terms of reference of
the CSR Committee is provided in the Corporate Governance Report forming part of this
report as Annexure 5. The Policy is available on the website of the Company at
https://www.gmbreweries. com/company-policies.htm.
As part of its initiatives under "corporate social responsibility" (CSR), the
company has contributed funds for the schemes of eradicating hunger and poverty and
promotion of education. The contributions in this regard have been made to the registered
trust which is undertaking these schemes. The company has also undertaken schemes of
distributing food to the poor directly and other activities as part of the CSR initiative.
24. DISCLOSURE ABOUT THE RECEIPT OF COMMISSION
In terms of Section 197(14) of the Act and rules made there under, during the year
under review, no director has received any commission from the Company thus the said
provision is not applicable to the Company.
25. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company in order to prevent and redress complaints of Sexual Harassment at
workplace, it has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No case was reported to the Committee
during the year under review.
26. 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.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the operations of the Company, as required
under the Regulation 34(2) of the SEBI (LODR) Regulations,2015 is provided in a separate
section and forms an integral part of Annual
Report.
28. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the Corporate
Governance Report for the year ended March31, 2023 along with a Certificate from the
Statutory Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure 6".
29. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND
REPORTING OF TRADING BY INSIDERS
The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Tradingby
Insiders ("PIT
Policy") for connected persons,designated persons and the insiders
(collectivelythe "Insiders") as defined under the SEBI(Prohibition of Insider
Trading) Regulations, 2015("PIT Regulations"). The Policy provides adequate
safeguard against victimization. The Audit Committee reviews the Institutional Mechanism
for prevention of insider trading. The aforementioned policy is available on the website
of the Company at https://www.gmbreweries.com/company-policies.htm.
30. TRANSFER OF UNCLAIMED DIVIDEND/SHARES/UNCLAIMED BONUS SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND
In respect of the dividend declared for the previous financial years Rs. 66,85,532
remained unclaimed as on March 31,
2024. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013,
dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is
required to be transferred by the Company to the Investor
Education & Protection Fund ("IEPF"). Accordingly, an amount of
Rs.6,60,125 (Rupees Six Lakh Sixty Thousand
One Hundred and Twenty five Only) being dividend for the financial year 2015-16 lying
unclaimed for a period of 7 years was transferred by the Companyduringthefinancial 2023-24
to the IEPF. year
Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been
uploaded on the website of the Company, accessible at
https://www.gmbreweries.com/investor-factsheet.htm
31. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)
Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment)
Regulations, 2021 w.e.f. 5.5.2021 has replaced filing of Business Responsibility Report
with Business Responsibility and Sustainability Report. The Company is pleased to present
its 2nd Business Responsibility and Sustainability Report (BRSR) for FY 2023-24 which is
part of this Annual Report.
32. FINANCE:
Cash and cash equivalents as at March 31, 2024 was Rs.104.49 lakhs. The company
continues to focus on judicious management of its working capital. Receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
33. OTHER DISCLOSURE
During the year under review, there has been no Material change in the nature of
business of the Company.
There are no significant or material changes and commitments affecting the financial
position of the Company which has occurred between the end of the financial year of the
Company i.e., March 31, 2024 and as on the date of this
Board's Report.
During the year under review, no significant / material orders were passed by the
regulators or the Courts or the
Tribunals impacting the going concern status and the Company's operations in future.
There are no proceedings, either filed by the Company or filed against the Company,
pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as at the end of the Financial Year 2023-24.
34. ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State
Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all
levels for their continuous cooperation and assistance.
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