Dear Members,
The Directors hereby present 88th Annual Report along with the audited
financial statements of the Company for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The summary of the Company's financial results for the financial year ended March 31,
2023 is furnished below:
( in lacs)
Particulars |
Standalone |
|
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
I Revenue from Operations |
2,46,923.37 |
1,79,205.87 |
II Other Income |
640.17 |
959.59 |
III Total Income (I + II) |
2,47,563.54 |
1,80,165.46 |
IV Expenses |
|
|
(a) Cost of materials consumed |
63,337.28 |
37,798.42 |
(b) Changes in inventories of finished goods, stock-in-trade and work-
in-progress |
(1,716.89) |
442.84 |
(c) Excise duty |
1,30,491.54 |
1,00,868.62 |
(d) Employee benefits expense |
3,342.87 |
2,078.99 |
(e) Finance costs |
4,018.71 |
5,776.41 |
(f) Depreciation and amortisation expense |
3,084.15 |
3,116.72 |
(g) Other expenses |
38,103.29 |
27,576.13 |
Total Expenses |
2,40,660.95 |
1,77,658.13 |
V Profit/(Loss) before Exceptional Items and Tax (III-IV) |
6,902.59 |
2,507.33 |
VI Exceptional Items |
9,685.34 |
- |
VII Profit/(Loss) before Tax (V-VI) |
16,587.93 |
2,507.33 |
VIII Tax Expense |
|
|
(a) Current tax (including earlier years) |
(0.55) |
(399.69) |
(b) Deferred tax |
|
- |
Total Tax Expense |
(0.55) |
(399.69) |
IX Profit/(Loss) for the Period (VII-VIII) |
16,588.48 |
2,907.02 |
X Other Comprehensive Income/(Loss) |
|
|
(a) Items that will not be reclassified to Profit & Loss |
|
|
(i) Re-measurement gain/(loss) in respect of the defined benefit Plans |
(31.40) |
(36.53) |
(ii) Deferred tax on re-measurement gain/(loss) in respect of defined
benefit |
|
- |
plans |
|
|
(b) Items that will be reclassified to Profit & Loss |
|
- |
Total Other Comprehensive Income/(Loss) for the Period [(a) +(b)] |
(31.40) |
(36.53) |
XI Total Comprehensive Income/(Loss) for the Period (IX+X) |
16,557.08 |
2,870.49 |
During the year, the revenue from operations (net of excise duty) stood at
1,16,431.83 lacs as compared to
78,337.25 lacs during the financial year ended March 31, 2022. Finance cost has
decreased from 5,776.41 lacs during the financial year ended March 31, 2022 to
4,018.71 lacs during the financial year ended March 31, 2023.
The total comprehensive income stood at 16,557.08 lacs during the financial year
ended March 31, 2023 as against the total comprehensive income of 2,870.49 lacs during
the financial year ended March 31, 2022.
No amounts have been transferred to the Reserves for the year under review.
2. OPERATIONAL REVIEW Operations
The Company is an established player in the IMFL Space and is among India's leading
alcobev business companies. It has a wide range of brands across the IMFL segment (Whisky,
Brandy, Rum, Gin, and Vodka) with its core competencies across manufacturing facilities,
wide distribution network and efficient marketing strategies, the Company has a
predominant presence across Southern India with considerable presence in Western and
Eastern India accounting for 92.02 % of the total cases sold during 2022-23. Exports &
Institutions segment contributes 7.98 % to total sales volume.
Manufacturing Facilities
The Company has ultra-modern set up with robust manufacturing facilities comprising of
1 owned facility, 3 operating liquor subsidiaries, 15 leased/tie-up units strategically
located across India. It has 50 KLPD molasses based and 100 KLPD grain-based distillation
plants and IMFL Bottling Plant at Shrirampur (Maharashtra).
The Company has applied to the State Government authorities for dual feed permission
for manufacture of ENA through molasses as well as grain at one of its ENA Plants. The
Company expects to start the grain distillery plant during the financial year 2023-24 on
receipt of all statutory approvals.
Sales and Distribution
The Company is an established player in the Brandy space in India and is committed to
fortify its presence in the segment with a strong portfolio of brands including Mansion
House Brandy and Courrier Napoleon Brandy which continue to be consumer's most preferred
brandy brands in all the states where they are sold.
During the financial year 2022-23, the sales volume increased by 43.26 % to 96.43 lacs
cases as compared to 67.31 lacs cases in the financial year 2021-22. Region wise, the
Company has registered sales volume of 83.15 lacs cases in Southern region, 2.84 lacs
cases in Eastern region, 2.74 lacs cases in Western region and 7.70 lacs cases in Exports
& Institutions segment. Segment-wise, Brandy contributed 93.15 %, followed by Rum,
Whisky, Vodka & Gin segments, which have contributed 4.97 %, 0.86 % and 1.02 %,
respectively to the overall sales volume of the Company.
The Company ensures a seamless co-ordination of all its functions not only in
production, but also in its supply chain management. From tracking market changes and
market research to sourcing raw materials, manufacturing, and delivering finished goods,
the Company maintains the highest efficiency. The Company markets its products across the
country through three main channels viz. corporations, distributors, and direct sales. The
distribution strength of the Company is built around its dispersed manufacturing
facilities through 19 manufacturing units that cover large swathes of the Indian market
with a strong network of 100 distributors across India and points of sales covering
numerous market segments and geographies with especially pronounced presence in the South,
India's largest IMFL consuming geography.
The Company is presently exporting its products to Singapore, South Korea, Rwanda,
Bahrain, UAE.
Material Developments during the financial year 2022-23
The Company launched India's first premium flavoured brandy under the Company's
flagship brand, Mansion House in three flavours - Orange, Cherry and Peach.
The Company launched Mansion House Reserve French Style Brandy, the premium
variant of its flagship brand, Mansion House.
The Company has entered in an Operations and Maintenance Services Agreement
dated June 30, 2022 with Globus Spirits Limited ("GSL") to engage their services
to upgrade and operate (for a service fee) the Company's Grain based ENA Plant ("the
Plant") in Shrirampur, Maharashtra. The upgradation of the Plant is expected to be
completed in H2 FY23.
The Company has remitted USD 11,00,011.89 equivalent of 9,25,00,000 (Rupees
Nine Crores Twenty-Five Lacs only) on October 13, 2022 to its supplier, Cargill
International SA, towards the Settlement Agreement entered into between the Company and
Cargill International SA
The Company had entered into a Master Restructuring Agreement (MRA) dated
February 06, 2020 with Edelweiss Asset Reconstruction Company Limited (EARC) acting as
Trustee of three trusts i.e EARC Trust SC 233, EARC Trust SC 241 and EARC Trust SC 269
with respect to restructuring of the debts owed to some of the lender banks and a
Financial Institution by the Company. Accordingly, the total debt owed by the Company of
52,332.37 lacs was restructured by EARC at 34,447.23 lacs as Sustainable Debt and
Balance Debt of 17,885.14 lacs. A part of Balance Debt was subsequently converted into
equity. The Company had been regularly paying the stipulated principal and interest of the
restructed debt to all the three EARC trusts from 2020 onwards till date in accordance
with the repayment schedule of MRA. During the financial year 2022-2023, the Company made
a prepayment of the entire outstanding principal along with accrued interest of 54.10
crores towards EARC Trust SC 233 and EARC Trust SC 269. As per terms of restructuring by
EARC, the Balance Debt would remain outstanding till the time the restructured debt was
repaid. The Balance Debt along with accrued interest was to be waived by EARC once the
restructured debt had been repaid. Consequent to the above prepayment, the corresponding
Balance debt of the two trusts i.e EARC Trust SC 233 and EARC Trust SC 269 aggregating to
12,662.70 lacs has been waived by EARC and accordingly the same has been written back by
the Company in the financial statements for the year 2022-2023. The same is disclosed
under exceptional items for the year ended March 31, 2023. The total existing debt of EARC
as on March 31, 2023 now stands reduced to
18,759.13 lacs (including Balance Debt of 362.45 lacs) representing debt of EARC
Trust SC 241 only.
The Company has considered and agreed to invest in tranches 1 crore in
Incredible Spirits Private Limited ("ISPL") which is developing a Ready-to-Drink
(RTD) Alcoholic Shots drink. Out of which the Company has invested 50,00,000 (Rupees
Fifty Lakhs only) during the year 2022-23. The balance would be invested during the year
2023-24. Post the entire investment in ISPL, the Company shall hold 19.50% of the issued
and paid-up share capital in ISPL on a fully diluted basis.
Ms. Dipti Mehta, liquidator of Prag Distillery (P) Ltd (Prag), wholly owned
subsidiary of the Company, had on October 08, 2022, filed an application with Hon'ble
NCLT- Mumbai, seeking withdrawal of the Petition filed by the financial creditor
Standard Chartered Bank (SCB), closure of the liquidation process and for reinstating the
erstwhile Board of Directors for management of the operations of Prag. The Hon'ble NCLT
order is awaited. Prag will also prepare the revival plan of its operations once the order
from NCLT-Mumbai is received.
During the year under review the Company has allotted equity shares and warrants
to investors on preferential basis and converted warrants of promoters and investors into
equity shares. Details of the above are mentioned under the heading of Share Capital.
Material Developments affecting the financial position of the Company after the end of
the financial year 2022-23 and till the date of this Report
The Board of Directors of the Company (TI) at their Board Meeting held on May
30, 2022, had approved the Composite Scheme of Amalgamation ("the scheme") under
Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with
relevant rules & regulations framed thereunder of four wholly-owned subsidiaries of
the Company, viz. (i) Kesarval Springs Distillers Private Limited ("KSDPL");
(ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Srirampur Grains Private
Limited ("SGPL"); and (iv) Studd Projects Private Limited ("SPPL")
[hereinafter collectively referred to as the "Transferor Companies" and
individually referred to as the "Transferor Company"] with and into TI (Holding
Company) ("Transferee Company"). The Transferor and Transferee Companies have
complied with all the steps under the Companies Act, 2013. The final hearing for the
matter was held on 12th May, 2023 before Hon'ble NCLT, Mumbai Bench-I and the
Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the
Hon'ble NCLT. On receipt of the certified copy of the order from NCLT, the Companies will
file E-Form INC-28 with Registrar of Companies for making the Scheme effective, file stamp
duty adjudication application and comply with other directions of the Hon'ble NCLT, if
any.
The Company has considered and agreed to invest in two tranches an aggregate sum
of 9.75 crore in the securities of Spaceman Spirits Lab Private Limited (SSLPL) which is
engaged in the business of creating and marketing craft alcohol brands (particularly gin)
and offering advisory services to prospective AlcoBev entrepreneurs, through a combination
of Equity shares and Compulsory Convertible Preference shares (CCPS). The Company has
invested 4,20,98,784 (Rupees Four Crore Twenty- Lacs Ninety-Eight Thousand Seven Hundred
and Eighty- Four Only) in Equity Shares on April 04, 2023 and 5,54,00,862 (Rupees Five
Crore Fifty- Four Lacs and Eight Hundred and Sixty Two only) in Compulsory Convertible
Preference Shares on April 21, 2023. Post the investment in SSLPL, the Company holds 10%
of the issued and paid-up share capital in SSLPL on a fully diluted basis.
3. DIVIDEND
The Board has recommended final dividend at the rate of
0.25 per equity share (2.5%) for the financial year ended March 31, 2023.
4. SHARE CAPITAL
The Authorised Share Capital of the Company increased from 1,80,00,00,000/- (Rupees
One Hundred Eighty Crores Only) divided into 18,00,00,000 (Eighteen Crores) Equity Shares
of 10/- (Rupees Ten Only) each to 2,25,00,00,000/- (Rupees Two Hundred Twenty-Five
Crores Only) divided into 22,50,00,000 (Twenty- Two Crores and Fifty lacs Only) Equity
Shares of 10/- (Rupees Ten Only) each.
A) Details of equity shares issued during the year 2022-2023
The details of allotment of equity shares during the year 2022-2023 are mentioned
below:
Particulars |
Nos. of equity shares |
Equity Share Capital as on April 01, 2022 |
15,86,21,804 |
Equity shares allotted during 2022-2023 |
|
a) Equity shares issued to Promoters |
50,62,893 |
b) Equity shares issued to Non-Promoters |
2,05,26,313 |
c) Equity shares to its eligible employees who exercised their stock
options under the prevailing |
11,28,989 |
Employee Stock Option Schemes of the Company at regular intervals. |
|
Total Equity shares allotted |
2,67,18,195 |
Equity Share Capital as on March 31, 2023 |
18,53,39,999 |
The paid-up equity share capital of the Company is 1,85,33,99,990 divided into
18,53,39,999 equity shares of face value of
10 each as on March 31, 2023.
B) Details of warrants issued during the year 2022-2023 i) During the year
2022-2023, after the requisite Board and shareholders' approval, the Company has issued
52,08,333 warrants issued to non-promoter groups on a preferential basis at an issue price
of 72/- per warrant including a premium of 62/- per warrant. ii) Further, the
following warrants are outstanding as on March 31, 2023: a) 41,82,390 warrants issued to
promoter groups on a preferential basis at an issue price of 53/- per warrant including
a premium of 43/- per warrant. b) 18,05,556 warrants issued to non-promoter groups on a
preferential basis at an issue price of 72/- per warrant including a premium of 62/-
per warrant.
5. SUBSIDIARY AND ASSOCIATE COMPANIES
The Company is having eight (8) subsidiary companies falling under the purview of
Section 2(87) of the Companies Act, 2013 ("the Act"). In accordance with Rule
8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial
position is presented herein below:
Name of Subsidiary |
Performance |
Companies (Stake) |
|
(A) OPERATING |
|
SUBSIDIARIES |
|
1 Vahni Distilleries |
During the financial year 2022-23, the revenue from operations of Vahni
stood at 465.08 lacs as |
Private Limited (100%) |
compared to 393.63 lacs in the previous year. The total comprehensive
income stood at 122.39 |
|
lacs during the financial year 2022-23 as compared to total comprehensive
income of 82.97 lacs |
|
in the previous year. |
2 PunjabExpo Breweries |
During the financial year 2022-23, the revenue from operations of
PunjabExpo stood at 111.93 |
Private Limited (100%) |
lacs as compared to 60.65 lacs in the previous year. It has incurred
total comprehensive loss of |
|
2,522.97 lacs during the financial year 2022-23 as compared to total
comprehensive loss of |
|
1,017.14 lacs in the previous year. |
|
During the year 2022-2023, the Liquidator of Prag Distillery (P) Ltd.
(Prag), a fellow subsidiary, |
|
has filed an application at NCLT- Mumbai, seeking withdrawal of the
Petition filed by the financial |
|
creditor Standard Chartered Bank and closure of the liquidation process.
Consequent to the capex |
|
expansion project being kept in abeyance by Prag, the Management of
PunjabExpo has evaluated |
|
the current situation with respect to the advances given to Prag
amounting to 2,276.34 lacs (P.Y. |
|
2,276.34 lacs) and has arrived at the conclusion that since Prag's
future growth and business |
|
prospects are curtailed, there is no certainty of recovery of the
advances given to Prag and hence |
|
the Company has recorded impairment provision of the advances of
2,276.34 lacs in its book of |
|
accounts for the year ended March 31, 2023 and the same is accounted
under exceptional items. |
3 Prag Distillery (P) Ltd. |
During the financial year 2022-23, revenue from operations of Prag stood
313.74 lacs as compared |
(100%) |
to NIL in the previous year. The total comprehensive loss stood at
10,194.76 lacs during the |
(under liquidation) |
financial year ended March 31, 2023 as against the total comprehensive
income of 605.60 lacs |
|
during the financial year ended March 31, 2022. |
|
Prag had undertaken a capex project in 2010 towards expansion of its
bottling capacity with a |
|
view to reduce the dependency of Tilaknagar Industries Ltd (TI) group on
third party bottling tie- |
|
up arrangements. The permissions from State Government was received in
2014 after a delay of |
|
several years and was subject to a licence fee payment of approx 20
crores. Meanwhile, TI group |
|
had started facing financial liquidity crunch and subsequently TI turned
into Non Performing Asset. |
|
Hence, Prag could not fulfil the financial obligation necessary to
acquire the requisite permissions |
|
for commencing the aforesaid project. While the Holding Company was in
talks with the Banks and |
|
Financial Institutions for settlement, Prag was admitted under Honorable
National Company Law |
|
Tribunal (NCLT) in June 2017. The process of settlement of financial
creditors of Prag took around |
|
five years. This further stalled the commissioning of the expansion
project. In the year 2022-23, the |
|
Liquidator of Prag, has filed an application at NCLT- Mumbai, seeking
withdrawal of the Petition |
|
filed by the financial creditor Standard Chartered Bank and closure of
the liquidation process. |
|
In the several years that elapsed, the business dynamics has changed and
the external bottling |
|
capacities available in Andhra Pradesh have become sufficient and
economically prudent to meet |
|
the TI group's business requirements. Subsequent to the application for
closure of the liquidation |
|
process, the Management has evaluated the current situation with respect
to aforesaid project and |
|
concluded that since the project has got inordinately delayed, it was no
longer financially prudent |
|
to incur expenditure to increase capacity as part of the aforesaid capex
project under current |
|
circumstances. Accordingly, the management has kept the Prag expansion
project in abeyance and |
|
hence the Company has provided for the impairment of the capex project in
its books of accounts. |
|
This impairment of the capex project of 10,021.69 lacs is disclosed
under exceptional items in the |
|
books of Prag for the year ended March 31, 2023. |
(B) OTHER SUBSIDIARIES |
|
4 Kesarval Springs |
During the financial year 2022-23, no activities have been carried out by
Kesarval and it has incurred |
Distillers Pvt. Ltd. |
total comprehensive loss of 0.53 lacs during the year as compared to
total comprehensive loss of |
(100%) |
1.50 lacs in the previous year. |
5 Mykingdom Ventures |
During the financial year 2022-23, no activities have been carried out by
Mykingdom and it has |
Pvt. Ltd. (100%) |
incurred total comprehensive loss of 1.19 lac during the year as
compared to total comprehensive |
|
loss of 1.00 lac in the previous year. |
6 Studd Projects P. Ltd. |
During the financial year 2022-23, no activities have been carried out by
Studd and it has incurred |
(100%) |
total comprehensive loss of 1.70 lacs during the year as compared to
total comprehensive loss of |
|
1.57 lacs in the previous year |
7 Srirampur Grains |
During the financial year 2022-23, no activities have been carried out by
Srirampur and it has |
Private Limited (100%) |
incurred total comprehensive loss of 2.58 lacs during the year as
compared to total comprehensive |
|
loss of 2.54 lacs in the previous year. |
8 Shivprabha Sugars |
During the financial year 2022-23, no activities have been carried out by
Shivprabha and it has |
Ltd. (90%) |
incurred total comprehensive loss of 0.67 lacs during the year as
compared to total comprehensive |
|
loss of 0.54 lacs in the previous year. |
The Board of Directors of the Company (TI) at their Board Meeting held on May 30, 2022,
had approved the Composite Scheme of Amalgamation ("the scheme") under Section
230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant
rules & regulations framed thereunder of four wholly-owned subsidiaries of the
Company, viz. (i) Kesarval Springs Distillers Private Limited ("KSDPL"); (ii)
Mykingdom Ventures Private Limited ("MVPL"); (iii) Srirampur Grains Private
Limited ("SGPL"); and (iv) Studd Projects Private Limited ("SPPL")
[hereinafter collectively referred to as the "Transferor Companies" and
individually referred to as the "Transferor Company"] with and into TI (Holding
Company) ("Transferee Company"). The Transferor and Transferee Companies have
complied with all the steps under the Companies Act, 2013. The final hearing for the
matter was held on 12th May, 2023 before Hon'ble NCLT, Mumbai Bench-I and the
Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the
Hon'ble NCLT. On receipt of the certified copy of the order from NCLT, the Companies will
file E-Form INC-28 with Registrar of Companies for making the Scheme effective, file stamp
duty adjudication application and comply with other directions of the Hon'ble NCLT, if
any.
Apart from the above-mentioned subsidiary companies, the Company is having one
associate company falling under the purview of Section 2(6) of the Act, viz. Mason and
Summers Marketing Service Private Limited in which the Company holds 26% stake. The group
had made an impairment in value of investments in the associate Company Mason &
Summers Marketing Services Private Limited (MSMSPL) of 169.00 lacs, in its books of
accounts during the financial year 2015-16 due to losses made by the associate. Since the
Company doesn't have any obligation to fund the losses of the associate beyond the
investments made, the share of loss of the associate company has not been considered in
the consolidated financial statements.
During the financial year 2022-23, no company has become or ceased to be subsidiary of
the Company and no material change in the nature of the business of the existing
subsidiary and associate companies has taken place.
The consolidated financial statements of the Company and its subsidiaries for the
financial year ended March 31, 2023, prepared in accordance with the Act and Indian
Accounting Standards (Ind AS) forms part of this Annual Report and same shall also be laid
in the forthcoming Annual General Meeting ("the AGM") in accordance with the
provisions of Section 129(3) of the Act.
In accordance with proviso to Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of the Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company and forms part of this Annual Report.
In accordance with the provisions of Section 136 of the Act, the consolidated and
standalone financial statements of the Company along with the documents required to be
attached/annexed thereto and separate audited financial statements in respect of its
subsidiary companies are available on its website i.e. www.tilind.com and are also
available for inspection at its Registered Office and Corporate Office.
6. DIRECTORS
D uring the year under review, Mrs. Shivani Amit Dahanukar was appointed as Executive
Director for a period of 3 years with effect from June 01, 2022.
At the 87th Annual General Meeting of the Company held on August 29, 2022 the Members: a
Re-appointed) Ms. Swapna Shah, Non-Executive Director who retired by rotation at the said
Annual General Meeting in accordance with the provisions of Section 152(6) of the Act, as
a Director, liable to retire by rotation.
b) Appointed and fixed the remuneration of Mrs. Shivani Amit Dahanukar as an Executive
Director and KMP, from June 01, 2022 to May 31, 2025 (both days inclusive).
c Fixed) the remuneration payable to Mr. Amit Dahanukar, Chairman & Managing
Director for the period June 01, 2022 to November 06, 2023 (both days inclusive).
At the 88th Annual General Meeting of the Company, the following
appointment/reappointment of Directors is proposed to the shareholders for their approval:
a Mr. Chemangala Ramachar Ramesh (DIN: 08876738),) Whole time Director of the Company
is retiring by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.
b) Re-appointment of Mr. Amit Dahanukar (DIN:00305636) as the Chairman & Managing
Director and KMP for a period of 3 years from November 07, 2023 to November 06, 2026.
c) Re-appointment of Mr. Chemangala Ramachar Ramesh (DIN: 08876738) as a Whole-Time
Director and KMP for a period of 3 years from November 13, 2023 to November 12, 2026.
Information pursuant to Regulation 36(3) of the Listing Regulations read with
Secretarial Standards with respect to Directors seeking appointment/re-appointment is
appended to the Notice convening the ensuing Annual General Meeting.
All the Independent Directors have furnished respective declaration stating that they
meet the criteria of independence as laid down in Section 149(6) of the Act read with
Regulation 16(1)(b) of the Listing Regulations.
7. NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board
in accordance with the provisions of Section 178(3) of the Act based on the
recommendations made by the Nomination and Remuneration Committee, lays down criteria for:
i. determining qualifications, positive attributes required for appointment of
Directors, Key Managerial Personnel and Senior Management and also the criteria for
determining the independence of a Director;
ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and
Senior Management; i dii. etermining remuneration (fixed and performance linked) payable
to the Directors, Key Managerial Personnel and Senior Management; and
iv. evaluation of the performance of the Board and its constituents.
The contents of the abovementioned Policy have been elaborated in the Corporate
Governance Report in accordance with the provisions of Section 134(3)(e) of the Companies
Act, 2013. The Company has uploaded the Nomination, Remuneration and Evaluation Policy on
its website, accessible at https://tilind.com/codes-and-policies/.
The details of the remuneration received by the Directors from the Company and its
subsidiaries have been disclosed in the Corporate Governance Report which forms an
integral part of this Report.
8. BOARD EVALUATION
In accordance with the provisions of Section 178(2) read with Schedule IV of the Act,
Listing Regulations and Clause 5 of the Nomination, Remuneration and Evaluation Policy of
the Company, the annual performance evaluation of the Independent Directors,
Non-Independent Directors, Chairman and the Board as a whole (including its Committees)
was carried out on February 07, 2023, in the manner given below:
i. Performance evaluation of the Independent Directors was done by the entire Board
(excluding the Director being evaluated);
ii. Independent Directors, in their separate meeting, reviewed the performance of the
Non-Independent Directors and the Board as a whole (including its Committees); and
iii. Independent Directors, in their separate meeting, also reviewed the performance of
the Chairman after taking into account the views of all the Directors.
After taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance and the criteria specified in the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India, a
structured questionnaire was prepared and circulated among the Directors for the
abovementioned evaluation.
The Nomination and Remuneration Committee reviewed the results of the annual
performance evaluation carried out in the financial year 2022-23 at its meeting held on
May 16, 2023 and expressed overall satisfaction on the performance of the Independent
Directors, Non-Independent Directors, Chairman and the Board as a whole (including its
Committees).
9. NUMBER OF MEETINGS OF THE BOARD
During the year under review, 5 (five) Meetings of the Board of Directors were held as
per details given below:
Sr. No. |
Date of Meeting |
1. |
May 30, 2022 |
2. |
August 11, 2022 |
3. |
October 03, 2022 |
4. |
November 10, 2022 |
5. |
February 07, 2023 |
The details of Directors attending the abovementioned Meetings have been furnished as a
part of the Corporate Governance Report.
10. COMPOSITION OF AUDIT COMMITTEE
In accordance with the provisions of Section 177(8) of the Act, details of the
composition of the Audit Committee have been furnished as a part of the Corporate
Governance Report. There have not been any instances during the year under review, when
the recommendations of the Committee were not accepted by the Board.
11. KEY MANAGERIAL PERSONNEL (KMP)
D uring the year under review, Mrs. Shivani Amit Dahanukar was appointed as an
Executive Director and Key Managerial Personnel (KMP) from June 01, 2022. Mr. Ajit Anant
Sirsat ceased to be the Chief Financial Officer with effect from October 15, 2022 and Mr.
Abhinav Gupta was appointed as Chief Financial Officer w.e.f. February 07, 2023.
The KMPs as on March 31, 2023 are as follows:
Mr. Amit Dahanukar |
Chairman and Managing |
|
Director |
Mrs. Shivani Amit Dahanukar |
Executive Director |
Mr. Abhinav Gupta |
Chief Financial Officer |
Ms. Dipti Todkar |
Company Secretary |
12. AUDITORS
Statutory Auditors and Statutory Audit Report
In accordance with the provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, M/s. Harshil Shah & Company, Chartered Accountants
(ICAI Firm Registration No. 141179W) were appointed as Statutory Auditors of the
Company at the 84th AGM for a term of 5 years from the conclusion of the 84th
AGM till the conclusion of the 89th AGM of the Company at a remuneration of
11,00,000/- (Rupees Eleven Lacs Only) per annum plus tax as applicable and reimbursement
of out-of-pocket expenses as may be incurred by them for conducting the Statutory Audit.
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 Act.
With reference to the Statutory Auditors' qualified opinion, matter of emphasis and
observations in the Auditors' Report, the explanation/comments of the Board in accordance
with the provisions of Section 134(3)(f) of the Act are set out in Annexure H' to
this Report.
Cost Records, Cost Auditor and Cost Audit Report
A s per Section 148 (1) of the Companies Act, 2013 the Company is required to maintain
cost records and accordingly, has made and maintained such accounts and records for the
financial year 2022-23.
Based on the recommendation of the Audit Committee, the Board of Directors has
appointed CMA Dr. Netra Shashikant Apte (Membership No. 11865 and Firm Registration No.
102229) as Cost Auditor for conducting the audit of cost accounting records maintained by
the Company relating to manufacturing of the products covered under the Companies (Cost
Records and Audit) Rules, 2014 at a remuneration of 1,50,000/- (Rupees One Lac Fifty
Thousand Only) plus tax as applicable and reimbursement of out-of-pocket expenses as may
be incurred by her for conducting the Cost Audit for the financial year 2023-24.
In view of the requirements of Section 148 of the Act, the Company has obtained from
the Cost Auditor written consent along with certificates with respect to compliance with
the conditions specified under Rule 6(1A) of the Companies (Cost Records and Audit) Rules,
2014 and certifying her independence and arm's length relationship with the Company.
In terms of the provisions of Section 148(3) of the Act read with Rule 14(a)(ii) of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor
is required to be ratified by the Members of the Company. Accordingly, a resolution
seeking Members' ratification for the remuneration payable to the Cost Auditor forms part
of the Notice convening the ensuing Annual General Meeting.
The Company has filed the Cost Audit Report for the financial year ended March 31, 2022
submitted by CMA Dr. Netra Shashikant Apte, Cost Auditor.
Secr etarial Auditors and Secretarial Audit
In accordance with the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. V. M. Kundaliya & Associates, Practicing Company Secretaries, as
Secretarial Auditors of the Company for the financial year 2022-23.
The Secretarial Audit Report issued by M/s. V. M. Kundaliya
& Associates, Practicing Company Secretaries for the financial year ended March 31,
2023 is set out in Annexure A' to this Report. No observations were reported by the
secretarial auditors.
Inter nal Auditors and Internal Audit
The Company had appointed M/s. NMAH & Co., Chartered Accountants as its Internal
Auditors in accordance with the provisions of Section 138(1) of the Act as the Internal
Auditors of the Company for the period covering the period from October, 2021 to March,
2023.
The Board of Directors appointed M/s. Akord & Co., Chartered Accountants firm to
conduct the internal audit for the period April 2023 to March 2024.
The Audit Committee reviews the observations made by the Internal Auditors in their
report on quarterly basis and makes necessary recommendations to the management.
13. DET AILS WITH RESPECT TO
OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details with respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure B' to this
Report.
14. P ARTICULARS OF EMPLOYEES AND
DISCLOSURES
Particulars of employees and related disclosures as required under the provisions of
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure C' to
this Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and Rule 5(3) of the Companies Report(Appointment and Remuneration of Key
Managerial Personnel) Rules, 2014, is provided in Annexure D forming a part of this
Report. Further, the Annual Report is being sent to the members excluding the aforesaid
Annexure. In terms of Section 136 of the Act, the said Annexure will be available for
inspection of the members through electronic mode by sending an email to the Company at
investor@ tilind.com.
15. ANNUAL RETURN
In accordance with the provisions of Section 134(3) (a) of the Act, the Company has
uploaded the Annual Return for the financial year ended March 31, 2023 on its website,
accessible at https://tilind.com/investors-filings-reports/.
16. EMPLOYEE STOCK OPTION SCHEMES
The Company has implemented ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012
compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
to reward and retain the qualified and skilled employees and to give them an opportunity
to participate in the growth of the Company. These Schemes are administered by the
Compensation Committee of the Company. During the year under review, the Compensation
Committee vide circular resolution passed on September 23, 2022 amended the ESOP Scheme
2008, ESOP Scheme 2010 and ESOP Scheme 2012.
A certificate from the Secretarial Auditors of the Company as required under Regulation
13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 shall be
placed at the ensuing Annual General Meeting for inspection by the Members. The
disclosures as required pursuant to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee
Benefits) Regulations, 2014 are set out in Annexure E' to this Report and are also
uploaded on Company's website, accessible at https://tilind.com/others/.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a CSR Committee in accordance with Section 135(1) of the
Companies Act,
2013, the details of which have been provided in the Corporate Governance Report
forming part of this Annual Report. The Board of Directors has approved the CSR policy
which is available on the website of the Company, accessible at
https://tilind.com/codes-and-policies/. The Annual Report on CSR activities as required to
be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure
F' which forms part of the Directors' Report and is available on the website of the
Company, accessible at https://tilind.com/ others/.
18. M ANAGEMENT DISCUSSION AND
REPORT
Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and
Analysis Report containing the details as required under Schedule(V)(B) of the said
Regulations is annexed hereto and forms an integral part of this Report.
19. CORPORATE GOVERNANCE REPORT
Pur suant to Regulation 34(3) of the Listing Corporate Governance Report containing the
details as required under Schedule (V)(C) of the said Regulations along with a certificate
from the Practicing Company Secretary regarding the compliance of the conditions of
corporate governance by the Company as required under Schedule(V)(E) of the said
Regulations is annexed hereto and forms an integral part of this Report.
20. P ARTICULARS OF LOANS, GUARANTEES
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
In accordance with the provisions of Sections 134(3)(g) and 186(4) of the Companies
Act, 2013, full particulars of loans given, investments made, guarantees given and
securities provided, if any, along with the purpose for which the loan or guarantee or
security was proposed to be utilized by the recipient have been disclosed in the financial
statements.
21. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed to provide a healthy environment to all its employees and has
zero tolerance for sexual harassment at workplace. In order to prohibit, 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 [14 of
2013]. Also, during the financial year 2022-23, virtual sessions on POSH Awareness were
conducted by the Company for all staff members.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
22. PUBLIC DEPOSITS
As on April 01, 2022, the Company was not having any outstanding deposit falling under
the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposit
covered under said Chapter during the financial year 2022-23. As on March 31, 2023, the
Company was not having any outstanding deposit falling under the scope of the said
Chapter.
23. TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION
& PROTECTION FUND
In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("IEPF Rules"), 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"). Further, all
the shares in respect of which dividend has remained unclaimed for 7 consecutive years or
more from the date of transfer to unpaid dividend account shall also be transferred to
IEPF Authority. The details of unclaimed dividend for the financial year 2022-2023 is
available on
OR the website of the Company.
During the year 2022-23, there was no dividend and shares transferred to the IEPF
Authority.
24. P ARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
Ther e are no particulars to be furnished in Form AOC-2 as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 with
respect to the contracts or arrangements entered into by the Company with related parties
falling under the purview of Section 188(1) of the Act, during the year under review.
Approval of the Audit Committee and the Board of Directors as required under the Listing
Regulations, 2015 has been obtained for all related party transactions. Further, no
transactions have been entered into by the Company with related parties during the
financial year 2022-23, qualifying as material transactions under the provisions of the
Listing Regulations.
25. RISK MANAGEMENT
In accordance with the provisions of the Companies Act, 2013, the Company has adopted a
Risk Management Policy to identify and evaluate elements of business risks. The Policy
defines the risk management approach, establishes various levels of accountability for
risk management/mitigation within the Company and reviewing, documentation and reporting
mechanism for such risks.
The key business risks, which in the opinion of the Board may threaten the existence of
the Company, along with mitigation strategies adopted by the Company are enumerated herein
below:
Type of Risk |
Nature of Risk |
Risk Mitigation Factors/ Measures |
|
|
|
A. EXTERNAL RISKS |
|
|
1 Regulatory Risk |
The IMFL industry is a high-risk industry, |
Unless the regulatory authorities come out with any adverse |
|
primarily on account of the high |
regulations affecting the industry, the business of the Company |
|
taxes and innumerable regulations |
will not be affected as the Company is complying with the |
|
governing it. As a result, liquor |
applicable rules and regulations in all the States where it is |
|
companies suffer from low pricing |
present. |
|
flexibility and have underutilized |
The Company, having ensured supply side security and strong |
|
capacities, which, in turn, lead to low |
& well accepted brands will be able to strongly counter the |
|
margins. |
challenges posed by any abnormal situation. |
2 Competition |
The markets for IMFL industry are |
The Company is strongly positioned in designated markets |
Risk |
rapidly evolving and are highly |
commanding a premium for its products. The Company has |
|
competitive and the Company expects |
adequate manufacturing and bottling facilities to ensure supply |
|
that competition will continue to |
side security. |
|
intensify due to establishment of |
The brands have a very strong loyalty and steps have been taken |
|
new capacities, expansion of existing |
to maintain the supply of the high contribution brands in the |
|
capacities and consolidation of |
most profitable markets. |
|
operations across the IMFL industry. |
|
B. INTERNAL RISK |
|
|
1 Concentration |
A large percentage of the Company's |
The Company has entered the Northeast market where it was |
Risk |
turnover is derived from Southern India, |
not present for last more than 5 years (Arunachal, Meghalaya) |
|
where any unfavorable regulatory |
in the current year where the demand for brandy as well as Gin |
|
policy may impact its business. Also, |
brands are good. Though in value terms, the markets continue |
|
the major portion of revenue of the |
to be small as compared to South India volumes, the company is |
|
Company is derived from brandy sales, |
taking small steps so as to diversify geographical risk keeping in |
|
exposing the Company to category |
mind the financial aspects. The company will also be exploring |
|
vulnerability. |
other markets in the coming year. |
2 Dependence on |
The Company has arrangement with |
It is an industry practice to supplement production in own units |
tie-up units |
various tie-up units for manufacturing |
with that in tie up units as having own production facility to cater |
|
of its products due to which the |
to the entire demand will require huge capital expenditure that |
|
Company has to depend upon third |
is neither feasible nor economical and nor desirable. Availability |
|
parties for its product requirements. |
of bottling units in the major states where the company operates |
|
|
is not a constraint. |
3 Procurement |
Any rise in cost of raw materials |
The management is continuously exploring the possibilities |
Risk |
e.g., molasses and grains or packing |
for developing alternative/additional sources for procurement |
|
materials e.g., glass, packaging |
of raw material/packing materials. The company has more |
|
material may affect the margins of |
than one supplier for all its key raw material/packing material |
|
the Company. Dependence on any |
requirements. The company is also exploring ways to improving |
|
supplier may expose the Company to |
state wise and brand wise mix of profitable brands which would |
|
supply risk. |
enable to negate the increase in the material cost. |
26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Th e Board has laid down standards, processes procedures for implementing the internal
financial controls across the organization. After considering the framework of existing
internal financial controls and compliance systems; work performed by the Internal,
Statutory and Secretarial Auditors and external consultants; reviews performed by the
Management and relevant Board Committees including the Audit Committee, the Board is of
the opinion that the Company's internal financial controls with reference to the financial
statements were adequate and effective during the financial year 2022-23.
27. VIGIL MECHANISM
Pursuant to the requirement of Section 177(9) & (10) of the Act, the Whistle Blower
Policy of the Company, adopted by the Board, provides mechanism to its directors,
employees and other stakeholders to raise concerns about any violation of legal or
regulatory requirements, misrepresentation of any financial statement and to report actual
or suspected fraud or violation of the Code of Conduct of the Company.
The Policy allows the whistleblowers to have direct access to the Chairman of the Audit
Committee in exceptional circumstances and also protects them from any kind of
discrimination or harassment. During the financial year 2022-23, no employee was denied
access to the Audit Committee and there was no incidence of whistleblowing. The Whistle
Blower Policy of the Company is accessible at https://tilind.com/codes-and-policies/.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirements of Section 134(3)(c) of the Act and on the basis of the
information furnished to them by the Statutory Auditors and Management, the Directors
state that:
a. in the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for the year;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the and Company and for preventing and detecting fraud and
other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls were adequate and operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with the Securities and Exchange Board of India (SEBI) Notification no.
SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, it has mandated the inclusion of
"Business Responsibility and Sustainability Report" (BRSR) in the specific
format from the financial year 2022-2023, as part of Annual Report for top 1000 listed
entities based on market capitalization at the BSE Limited (BSE) and the National Stock
Exchange of India Ltd. (NSE).
Accordingly, in terms of Regulation 34(2)(f) of the Listing Regulations, the BRSR
describing the initiatives taken by the Company from an environmental, social and
governance perspective is set out in Annexure G' to this Report. It has also been
uploaded on the website of the Company, accessible at https://tilind.com/others/.
30. CREDIT RATINGS
Du ring the financial year 2022-23, no credit rating was done. The last rating, BWR BB-
(pronounced as BWR Double B minus with negative outlook) for Term Loan and Cash Credit,
was assigned to the Company in December, 2015 by Brickwork Ratings. The details of credit
ratings are available on the website of the Company, accessible at
https://tilind.com/others/.
31. DIVIDEND DISTRIBUTION POLICY
The dividend distribution policy as per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company,
accessible at https://tilind.com/codes-and-policies/.
32. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the
Board of Directors' and General Meetings' respectively issued by the Institute of
Company Secretaries of India.
33. RESIDUARY DISCLOSURES i. During the financial year 2022-23, the Company has not
issued equity shares with differential rights as to dividend, voting or otherwise. Hence,
disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is
not applicable;
ii. During the financial year 2022-23, the Company has not issued sweat equity shares
to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014 is not applicable;
iii. During the financial year 2022-23, no significant material orders have been passed
by any regulators or courts or tribunals which may impact the going concern status of the
Company and its future operations. Hence, disclosure under Rule 8(5) (vii) of the
Companies (Accounts) Rules, 2014 is not applicable;
iv. There have been no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report
except mentioned in Point 2 of the Directors' Report;
v. During the financial year 2022-23, there has been no change in the nature of
business of the Company.
Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not
applicable;
vi. There is no one time settlement with any Banks or Financial Institutions during the
financial year 2022-2023, and hence details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable; and
vii. No new application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-23 in respect of the Company.
34. ACKNOWLEDGEMENTS
The Directors wish to acknowledge and place on record their sincere appreciation for
the assistance and cooperation received from all the members, regulatory authorities,
customers, financial institutions, bankers, lenders, vendors and other business
associates.
The Directors also recognize and appreciate all the employees for their commitment,
commendable efforts, teamwork, professionalism and continued contribution to the growth of
the Company.
|
For and on behalf of the Board of Directors |
Place: Mumbai |
Amit Dahanukar |
Date: May 16, 2023 |
Chairman & Managing Director |
|