Beer Brands list of India


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Beer brewing in india by second largest beer companly of world is popularly for its well known lager beer, malt beer, stout beer, mild beer and pale ale beer. Peroni, Fosters, knockout and Haywards are beer brands of sabmiller india.

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Beer Brands list of India

  1. 1. SKOL Breweries Limited Board of Directors Audit Committee Mr. Ari Mervis - Chairman Mr. Jonathan Andrew Kirby Mr. Jonathan Andrew Kirby Mr. Ari Mervis Ms. Sue Clark Mr. Richard (Pete) L Lloyd–Upto 23.02.2009 Mr. T.S.R. Subramanian Mr. Jean-Marc Delpon de Vaux Mr. Richard (Pete) L Lloyd – Upto 23.02.2009 Mr. Jean-Marc Delpon de Vaux – Managing Director Registered Office Statutory Auditors No.1, Mahal Industrial Estate BSR & Co., Mahakali Road Chartered Accountants Andheri (East) Maruthi Info-Tech Centre Mumbai – 400 093 11-12/1, Inner Ring Road Koramangala, Bangalore – 560 071 Corporate Office Jalahalli Camp Road Bankers Yeshwanthpur Standard Chartered Bank Bangalore-560 022 ABN Amro Bank Citi Bank Societe Generale ICICI Bank Limited Registrar & Share Transfer Agent Share Transfer Sharepro Services (India) Pvt Ltd Samhita Warehousing Complex Gala No-52 to 56, Bldg No.13 A-B Near Sakinaka Telephone Exchange Andheri – Kurla Road, Sakinaka Mumbai – 400 072 Units Charminar Breweries, Medak, AP Haryana Breweries, Sonepat, Haryana Mysore Breweries, Bangalore, Karnataka Pals Distilleries, Aurangabad, Maharashtra Rochees Breweries, Neemrana, Rajasthan Central Distilleries & Breweries, Meerut, UP East Coast Breweries & Distilleries, Cuttack, Orissa Malabar Breweries, Chalakudy, Kerala SICA Breweries, Pondicherry SKOL Breweries Limited
  2. 2. Notice 6-7 NOTICE is hereby given that the 20th Special Business: the consent of the Company be and Annual General Meeting of the members is hereby accorded to offer, issue 04. To consider increase in Borrowing of the Company will be held at M.C. Ghia and/or allot on preferential basis to Powers. Hall, Bhogilal Hargovindas Building, 2nd SABMiller Asia B.V. upto 50000000 floor, 18/20, K. Dubash Marg, Behind To consider and if thought fit, to Equity Shares of the Company of Prince of Wales Museum, Kala Ghoda, pass, with or without modifications, the face value of Rs. 10/- each at a Mumbai – 400 001 on Tuesday, the 15th the following Resolution as a Special premium of Rs.46/- per share. September, 2009 at 3.00 p.m. to Resolution: RESOLVED FURTHER THAT such RESOLVED FURTHER THAT transact the following business: RESOLVED THAT pursuant to RESOLVED THAT new equity shares shall rank pari Ordinary Business: Section 293 (1)(d) of the Companies passu with the existing equity shares Act, 1956 and other enabling of the Company, except that they 01. To receive, consider and adopt the provisions, if any, of the said Act, shall not rank for dividend, if any, Audited Balance Sheet as at 31st consent be and is hereby accorded declared or paid in respect of any March, 2009 and the Profit & Loss to the Board of Directors of the financial year of the Company prior Account for the year ended on that Company for borrowing any sum or to the financial year in which they are date and the Report of the Directors sums of money from time to time alloted and shall rank for dividend and Auditors thereon. from one or more body corporate, pari passu from the date of their 02. To appoint a Director in place of Ms. banks or financial institutions or the allotment in respect of the financial Sue Clark, who retires by rotation at public by way of cash, credit year in which they are alloted. this meeting and being eligible, advances, deposits or other loans RESOLVED FURTHER THAT RESOLVED FURTHER THAT offers herself for re-appointment. whether secured or unsecured by Mr. Kevin Heydenrych, Mr. Gobind mortgage, charge, hypothecation or 03. RESOLVED THAT M/s. BSR & Co, RESOLVED THAT Chandiramani, Mr. Deepak pledge of the Company’s assets and Chartered Accountants, who retire Kewalramani and Mr. S.M. Pramod properties whether movables and/or at the conclusion of this Annual be and are hereby jointly and/or immovables or stock-in-trade General Meeting be and are hereby severally authorized to negotiate, (including book debts, bills, raw appointed as Statutory Auditors of execute and deliver any agreement, materials, stores and spare parts the Company till the next Annual letter, deed or document or any and components in stock or in General Meeting at remuneration to amendments or modifications transit) work-in-progress and debts be fixed by the Board of Directors thereto in connection with the and advances notwithstanding that and billed progressively. aforesaid preferential issue of shares the sum or sums so borrowed in favour of SABMiller Asia B.V. and together with the money’s, if any, to sign, execute, deliver and/or file all already borrowed by the Company relevant forms, filings, reports, (apart from the temporary loans documents, etc., required by any obtained from the Company’s applicable regulations including with bankers in the ordinary course of any regulatory authorities or an business) may exceed in the authorized dealer in terms of the aggregate the paid-up capital of the Indian exchange control regulations. Company and its free reserves which have not been set part for any BY ORDER OF THE BOARD specific purpose but so that the Pramod S M total amount upto which the moneys Company Secretary may be so borrowed shall not at any time exceed Rs.2000 Crores. Date : 8th July, 2009 Place : Bangalore 05. To consider a preferential issue of shares. To consider and if thought fit, to pass, with or without modification/s the following Resolution as a Special Resolution. RESOLVED THAT pursuant to the RESOLVED THAT provisions of Section 81(1A) and other applicable provisions (if any) of the Companies Act, 1956, the Unlisted Public Companies (Preferential Allotment) Rules, 2003 and the relevant provisions of the Memorandum and Articles of Association of the Company,
  3. 3. NOTES: 01. A member entitled to attend and 05. Pursuant to Section 205C of the 04. At the Annual General Meeting of the vote at the meeting is entitled to Companies Act, 1956 all unclaimed Company held on 10th September, appoint a proxy to attend and vote dividends upto the Financial Year 2008, the Members empowered the on a poll in his/her stead. A proxy 2000-2001 have been transferred to Board of Directors under Section need not be a member of the the Investor Education and 293(1)(d) of the Companies Act, Company. Proxies in order to be Protection Fund. Members of the 1956 to borrow monies for the effective must be deposited at the erstwhile Mysore Breweries Limited business purposes of the Company registered office of the Company not who have not yet claimed their up to a limit of Rs.1500 Crores. less than forty-eight hours before the Dividend for the financial year 2001- Keeping in view the Company’s meeting. A blank proxy form is 2002 and thereafter, may claim from business requirements and its enclosed. the Company before the same is investment and growth plans, it is transferred to the Fund. It may be considered desirable to increase the 02. The Register of Members and the noted that no claims shall lie against said borrowing limits to Rs.2000 Share Transfer Books of the the Company or the Fund in respect Crores as outlined in the resolution. Company will remain closed from of individual amounts which were 1st September 2009 to 15th In terms of the provisions of Section unclaimed and unpaid for a period of September 2009 (both days 293 (1) (d) of the Companies Act, 7 years and transferred to the Fund inclusive). 1956, approval of the members is and no payment shall be made in being accordingly sought through 03. For convenience of members an respect of any such claim. resolution under item no.04 for such attendance slip is also annexed. Explanatory Statement pursuant to increase in limits. Members are requested to affix their Section 173(2) of the Companies Act, signature at the space provided 05. The Company proposes to issue and 1956. therefore and hand over the same at allot, on a preferential basis upto the place of Meeting. The proxy of a Item Nos. 2, 4 and 5 50000000 equity shares of face member should mark on the value of Rs.10/- each to SABMiller A brief resume of the Directors offering attendance slip as Proxy. Asia B.V. at a premium of Rs. 46/- themselves for re-election is given below: Members are also requested to per share (based on the valuation bring their copies of the Annual 02. Ms. Sue Clark is a Bachelor of report) which requires shareholders’ report to the venue of the Meeting. Science (Hons) & MBA. She joined approval under Section 81 (1A) of SABMiller plc in 2003 as Corporate the Companies Act, 1956. 04. All queries relating to non-receipt of Affairs Director. Prior to this, she held share certificates after transfer/ Information as required under a number of senior roles in UK transmission/dematerialization/ Unlisted Public Companies Companies, including Director of rematerialisation, mandates, change (Preferential Allotment) Rules, 2003 Corporate Affairs for Railtrack Group of address, nomination etc. may be is given below. and Director of Corporate Affairs for sent to the Registrar & Share Scottish Power plc. a. The price of price band at which Transfer Agents, M/s Sharepro allotment is proposed: The Equity Services (India) Pvt. Ltd, Samhita Except for Ms. Sue Clark, no other Shares of Rs.10/- each will be Warehousing Complex, Gala No-52 Director is interested in the aforesaid allotted at a premium of Rs.46/- per to 56, Bldg No.13 A-B, Near Resolution. Share. Sakinaka Telephone Exchange, Andheri –Kurla Road, Sakinaka, b. The relevant date on the basis of Mumbai-400 072, Telephone: 022- which price has been arrived at: 67720300/67720400, Valuation as at 31st March, 2009 and Fax No: 022-28591568/28508927, the rate of the eariler preferential E-Mail: accounts. c. The objects of the issue through preferential offer: To issue Equity “Children of a culture born in a water-rich Shares of the Company to SABMiller Asia B.V. for cash and to utilize the environment, we have never really learned how money received hereunder for the important water is to us. We understand it, purpose of paying down some of its debts and for other corporate but we do not respect it.” purposes. SKOL Breweries Limited
  4. 4. Notice 8-9 d. The class or classes of persons to g. Proposed time within which the The Board recommends the adoption of whom the allotment is proposed to allotment shall be completed: Within the resolution. be made: The allotment will be made one year from the date of the AGM BY ORDER OF THE BOARD to SABMiller Asia B.V. h. Whether a change in control is Pramod S M e. Intention of promoters/directors/key intended or expected: There will be Company Secretary management persons to subscribe no change in control of the Company Registered office: to the offer: SABMiller Asia B.V. has after the preferential issue. 1, Mahal Industrial Estate, Mahakali signified its intention of subscribing None of the Directors of the Company Road, Andheri (East), Mumbai-400 093 to the issue. are deemed to be interested in the said Place: Bangalore f. Share holding pattern of promoters resolution. Date : 8th July, 2009 and others classes of shares before and after the offer: The shareholding pattern of the Company before and after the issue is set out below Category Pre Issue Post Issue No of Shares % No of Shares % A Promoter’s holding Promoter’ omoter’s 229384473 99.22 279384473 99.36 Sub total 229384473 99.22 279384473 99.36 B Non-Promoters Holding Institutional Investors a Mutual Funds and UTI 2240 0.00 2240 0.00 b Banks, Insurance Co, FI 4008 0.00 4008 0.00 c FII - - - - Sub total 6248 0.00 6248 0.00 Others a Private Corporate Bodies 73192 0.03 73192 0.03 b Indian public 1616507 0.70 1616507 0.57 c NRI 103325 0.04 103325 0.04 d Any other - - - - Sub total 1793024 0.78 1793024 0.64 Total 231183745 100.00 281183745 100.00 “There are a number of ways to save water, and they all start with you.”
  5. 5. “Water has become a highly precious resource. There are some places where a barrel of water costs more than a barrel of oil.” SKOL Breweries Limited
  6. 6. Directors’ Report 10-11 Dear Members, Your Directors have pleasure in submitting their report and the Statement of accounts for the year ended 31st March 2009. FINANCIAL RESULTS (Rupees in Crores) Financial Year Financial Year 2008-2009 2007-2008 Gross Revenue 2171.91 1766.45 Profit/(Loss) before taxation (72.57) 40.85 Less: Provision for taxation (7.70) 6.37 Profit/(Loss) after taxation (64.88) 34.48 Surplus/(deficit) brought forward from previous year (95.22) 129.69 Balance carried to Balance Sheet 160.09 95.21 OPERATIONS OPERATIONS 4. Cost pressures on account of rising WATER MANAGEMENT IN INDIA commodity prices and glass bottles. The turnover and volumes of your Your Company’s commitment to Company during the year 2008-09 has 5. Inability to price in many markets sustainable development is ongoing. considerably increased. The turnover where selling prices are constrained It is a core part of the organisation’s increased by 23% over the previous year by regulations. business. It underpins our ability to to Rs.2172 Crores from Rs.1766 grow and our license to operate. 6. Stand off in AP leading to stoppage Crores. The turnover has increased by Water is one of our top sustainable of production and supply for 38 days 6% as a result of entering into a lease development priorities. during peak in the beginning of the arrangement with a brewery which earlier financial year. Given the fact that this key raw material was a contract bottling arrangement. for our Industry is a stressed resource its The Company however reports a loss for A sum of Rs.411.26 Crores has been scarcity and quality are becoming the year on account of the following: invested in upgrading existing plant and increasingly critical issues of immediate machinery and in developing capacity. 1. A one time charge of Rs. 34 Crores relevance to the Company. There has also been continuous due to change in accounting policy of Conservation of water is one critical upgrading and implementation of best containers. (See Significant element of our commitment to deliver practices at all units to increase accounting policies Note 1.5) best in class performance within our productivity and bring down the cost of sustainable development framework. 2. The new brewery in Haryana was production. The organisation is committed to sound commissioned at the end of last year Your Board enjoys the unqualified water management practices throughout as a result of which the depreciation support of all its financiers whose its global operations in a manner that charged to the Profit and Loss confidence in the future of your Company takes account of local geographical, account has increased. is evidenced by the fact that all environmental and social factors. This is 3. The Interest cost has gone up 182% borrowings have been made without the reflected in the “5 R” water management due to increase in borrowings and the bankers taking any charges over any of strategy adopted by the group. interest rates as compared to your Company’s assets. As such the In India the implementation of 5R previous year. majority of the borrowings are short term strategy has seen internal measures to and renewed from year to year. reduce, recycle and reuse water at all Observations of the auditors are self our breweries. explanatory. DIVIDEND As the Company has incurred loss during the year, the Directors do not recommend any dividend on the equity capital. “Water is life's mater and matrix, mother and medium. There is no life without water.”
  7. 7. availability in the region for agriculture which is the main source of livelihood for the farming community. Similarly, initiatives are on in the water stressed area of Medak District in Andhra Pradesh to build capacity of the community to develop sustainable water management practices and enhance groundwater availability through improved water use efficiency. The interventions being conducted under the leadership of ICRISAT ( International Crop Research Institute for Semi Arid Tropics) include enhancing rainwater Our operations have been engaged in Northern India. The ground water conservation, improving water use consistently reducing water consumption recharge initiative, launched in October efficiency and manage the water demand, in the brewing process, year by year the 2008, is currently the largest in this while improving the livelihoods and trends indicate a reduction in overall region. It is expected to recharge 300 promoting a shift towards less water water consumption from 26.2 million HL million liters of water a year- the same intensive cropping patterns. in F’08 to 23.6 million HL in F’09. amount as extracted by the brewery’s This is despite growing volumes. borewell pumps. Spread over a catchment expanse of about 120 Your Company committed to reduce hectares the design involves the Water harvesting at Neemrana, Rajasthan water waste in our breweries and has construction of three check dams in a set itself the target of reducing our water wasteland area to facilitate natural usage to 3.5 litres used to make litre of recharge. The key strength of the beer before the year 2015. project lies in demonstrating a low We recognise that water issues are by cost technology enabling natural nature cross-community and cross recharge (as against artificial through boundary, which therefore cannot be recharge shafts, etc). managed simply within the fence lines of The project is being conducted in our own operations. Therefore we have collaboration with the apex industry started external interventions in organisation – CII (Confederation of partnerships with NGOs, communities Indian Industry) and a partner and local governments striving to build organisation of CII, ACWADAM long term sustainable partnerships to (Advanced Center for Water Resources address local water issues. Development and Management) Moving towards a country wide specialising in ground water structured watershed mapping process management. to understand the water availability and This recharge will augment the local quality across all our operations for groundwater resources in the region. future business planning, we have The structures will trap the water that completed watershed mapping for three would otherwise have simply run off. sites in India. The data will also be used The recharge initiative assumes a greater to assess the opportunity to manage significance in view of the fact that the these watersheds for the long term overall incidence of irrigation through sustainability of the community. groundwater has increased in the region Conservation through rain water further stressing the resource. harvesting is practiced inside our We are conducting further studies to breweries. We have also commenced identify more natural recharge sites within water replenishing initiatives within the the region to further augment the aquifer. communities. We have embarked upon a natural recharge initiative near our Your Company has also built 3 water Rochees Brewery in the water stressed harvesting structures in the Cuttack region of Alwar district, Rajasthan in District of Orissa, improving the water Beneficiaries of water harvesting at Neemrana, Rajasthan SKOL Breweries Limited
  8. 8. Directors’ Report 12-13 REGULATOR TORY REGULATORY CHALLENGE AND DIRECTORS DIRECTORS’ RESPONSIBILITY CONSTRAINT STATEMENT U/S 217 (2AA) OF THE STA In accordance with the Articles of COMPANIES ACT, COMPANIES ACT, 1956 Despite repeated request and Association, Ms. Sue Clark, Director of representations to the State procured the Company retires by rotation at this Your Directors state that: monopoly in the State of Andhra meeting and being eligible, offer herself 1. The financial statements have been Pradesh no price increase has been for re-appointment. prepared in conformity with the forthcoming. Your Company along with Mr. Richard (Pete) L Lloyd has resigned generally accepted accounting United Breweries Ltd has therefore filed a as a Director of the Company w.e.f. 23rd principles and applicable accounting Writ Petition in the Hon’ble High Court of February, 2009. The Board places on standards in India. Andhra Pradesh against the repeated record the meritorious services rendered refusal of the Corporation to grant a price 2. The Directors have selected such by Mr. Richard (Pete) L Lloyd during his increase to meet rising input costs. accounting policies as are applicable tenure as Director on the Board. and have applied them consistently As a consequence of the litigation the AUDIT COMMITTEE and made reasonable and prudent Corporation stopped procurement of judgment and estimates so as to give beer from 1st April to mid June 2009. The Pursuant to the provisions of Section a true and fair view of the state of case is still pending with the Andhra 292A of the Companies Act, 1956 an affairs of the Company at the end of Pradesh High Court. Audit Committee has been constituted. the financial year and of the profit or On account of resignation of Mr. Richard Similarly in the State of UP the Company loss for the year. (Pete) L Lloyd, the present members of was unable to effect supplies during April the Committee are Mr. Jonathan Andrew 3. The Directors have taken proper and to early June 2009. Kirby, Mr. Jean-Marc Delpon de Vaux and sufficient care for the maintenance of The Government of Rajasthan has also Mr. Ari Mervis. Mr. Jean-Marc Delpon de adequate accounting records in reduced the number of retail outlets and Vaux Chairman of the Audit Committee accordance with the provisions of the has imposed an ad valorem tax. This has was present at the last Annual General Companies Act for safeguarding the given a spurt to economy brands. As Meeting. assets of the Company and for your Company does not participate in preventing and detecting fraud and AUDITORS this segment, this has adversely affected other irregularities. the market share of the Company. M/s BSR & Co., Chartered Accountants, 4. The financial statements have been retiring Auditors, have signified their The above stands being taken by the prepared on the basis of “Going willingness to be reappointed as Company would have adverse short term Concern” considering the ability of Statutory Auditors of the Company. They impact on the profitability of the business the Company to carry on its business have confirmed that their reappointment of the Company but we believe that they in the foreseeable future. if made will be within the limits prescribed will inure long term benefits which are under Section 224(1B) of the Companies ACKNOWLEDGEMENT immeasurable. Act, 1956. Your Directors recommend Your Directors wish to place on record their appointment at the ensuing Annual their appreciation to employees at all General Meeting. levels for their co-operation. The PUBLIC DEPOSIT Directors would also like to acknowledge the continued support of the Company’s During the year, the Company has not Bankers, Distributors, Shareholders, accepted any public deposits as defined Customers and Suppliers. in the Companies (Acceptance of Deposits) Rules, 1975. FOR AND ON BEHALF OF THE BOARD PARTICULARS OF EMPLOYEES ARTICULARS Jonathan Andrew Kirby Director The details of employees covered under the provisions of Section 217 (2A) of the Jean-Marc Delpon de Vaux Companies Act, 1956 and the rules Managing Director framed there under, as amended to date (Bangalore) are attached herewith. Place: Hong Kong CONSERVATION OF ENERGY AND CONSERV Dated: 8 July, 2009 TECHNOLOGY ABSORPTION The statement pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable are set in the annexure hereto.
  9. 9. “It is a curious situation that water, from which life first arose, should now be threatened by the activities of one form of that life.” SKOL Breweries Limited
  10. 10. Directors’ Report 14-15 COMPANIES PAR ARTICULARS DISCLOSURE AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988. A. CONSERVATION OF ENERGY CONSERV Energy efficiency in breweries is achieved through a process of continuous improvement. The Company is in the process of standardizing energy efficiency measures across its breweries to further reduce the specific energy requirement in brewing. MANUFACTURED STEAM ENERGY PER HL OF BEER MANUFACTURED MANUFACTURED ELECTRICITY PER HL OF BEER MANUFACTURED 250 20 200 15 150 10 100 50 5 0.0 0.0 F’05 F’06 F’07 F’08 F’09 F’05 F’06 F’07 F’08 F’09 Steam Energy Requirement (MJ/HL) Steam Energy Requirement (MJ/HL) The Company has commissioned a 1. Aggressive target setting in B. FOREIGN EXCHANGE EARNINGS state-of-the-art brewery in Haryana in breweries based on extensive AND OUTGO F’09. This brewery marks a significant benchmarking. During the year, the Company has earned reduction in the specific energy 2. Use of methane generated from Rs.16.10 Crores in foreign exchange requirement and would become the waste water treatment as boiler fuel. earnings. An amount of Rs.60.38 Crores benchmark for future energy efficient was incurred in foreign exchange. breweries. 3. Fuel switch from fossil fuel to biomass in selected breweries to While the positive trend in energy reduce the carbon footprint. reduction thus far has been made FOR AND ON BEHALF OF THE BOARD possible by operational excellence in 4. Adopting a 5 R strategy in breweries breweries, there is a need to adopt Jonathan Andrew Kirby aimed at Replenishment, Reduce, newer energy efficient technologies to Director Reuse, Recycle and Redistribute. sustain this momentum going forward. A rain water harvesting structure has Jean-Marc Delpon de Vaux been put up in one of the breweries in Managing Director The Company is actively evaluating the North. This would help replenish (Bangalore) greener technologies for introduction in the water table in the region. its breweries. Some of these Place: Hong Kong technologies are not prevalent in Indian 5. Use of treated effluent for gardening Dated: 8 July, 2009 breweries because of various barriers, of the factory campus by drain one of them being high capital cost. system. Use of UF & RO technology to recycle treated effluent water at The possibility of availing Carbon Credits strategic sites. would certainly help the Company in pursuing greener technologies otherwise unsustainable due to high costs. A summary of the major measures taken by the Company at its various units are as under- “The crisis of our diminishing water resources is just as severe as any wartime crisis we have ever faced. Our survival is just as much at stake as it was at the time of any major wars or revolutions.”
  11. 11. SKOL Breweries Limited
  12. 12. Auditors’ Report 16-17 To the Members of SKOL Breweries Breweries (iv) in our opinion, the balance sheet, the Limited profit and loss account and the cash flow statement dealt with by this We have audited the attached balance report comply with the accounting sheet of SKOL Breweries Limited standards referred to in sub-section (“the Company”) as at 31 March 2009, (3C) of Section 211 of the Companies the profit and loss account and the cash Act, 1956; flow statement for the year ended on that date annexed thereto. These financial (v) on the basis of written statements are the responsibility of the representations received from the Company’s management. directors of the Company as on Our responsibility is to express an 31 March 2009, and taken on record opinion on these financial statements by the Board of Directors, we report based on our audit. that none of the directors is disqualified as on 31 March 2009 We conducted our audit in accordance from being appointed as a director in with auditing standards generally terms of clause (g) of sub-section (1) accepted in India. Those standards of Section 274 of the Companies Act, require that we plan and perform the 1956; and audit to obtain reasonable assurance about whether the financial statements (vi) in our opinion and to the best of our are free of material misstatement. information and according to the An audit includes examining, on a test explanations given to us, the said basis, evidence supporting the amounts accounts give the information and disclosures in the financial required by the Companies Act, statements. An audit also includes 1956, in the manner so required and assessing the accounting principles used give a true and fair view in conformity and significant estimates made by with the accounting principles management, as well as evaluating the generally accepted in India: overall financial statement presentation. a. in the case of the balance sheet, We believe that our audit provides a of the state of affairs of the reasonable basis for our opinion. Company as at 31 March 2009; As required by the Companies (Auditor’s b. in the case of the profit and loss Report) Order, 2003, as amended, account, of the loss of the (“the Order”) issued by the Central Company for the year ended on Government of India in terms of that date; and sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in c. in the case of the cash flow the Annexure a statement on the statement, of the cash flows of the matters specified in paragraphs 4 and 5 Company for the year ended on of the Order. that date. Further to our comments in the Annexure referred to above, we report that: for B S R & Co. (i) we have obtained all the information Chartered accountants and explanations, which to the best of our knowledge and belief were Zubin Shekary necessary for the purpose of our Partner audit; Membership No. 48814 Bangalore (ii) in our opinion, proper books of 08 July 2009 account as required by law have been kept by the Company so far as appears from our examination of those books; (iii) the balance sheet, the profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account;
  13. 13. Annexure to the Auditors’ report 19 Annexure referred to in the Auditors’ iii. (a) The Company has not granted any b) In our opinion, and according to the Report to the Members of SKOL loans, secured or unsecured, to information and explanations given Breweries Limited (“the Company”) for the companies, firms or other parties to us, the transactions made in year ended 31 March 2009. We report covered in the register maintained pursuance of contracts and that: under Section 301 of the arrangements referred to above Companies Act, 1956. and exceeding the value of Rs. 5 i. (a) The Company has maintained Accordingly, paragraph 4(iii)(a), lakhs with any party during the year proper records showing full 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the have been made at prices which particulars, including quantitative Order is not applicable. are reasonable having details and situation of fixed regard to the prevailing market assets. (b) The Company has taken a loan prices at the relevant time. from Company covered in the (b) The Company has a regular register maintained under Section vi. In our opinion and according to the programme of physical verification 301 of the Companies Act, 1956. information and explanations given of its fixed assets by which all fixed The maximum amount outstanding to us, the Company has complied assets are verified over a period of during the year and the year-end with the provisions of Section 58A, three years. In our opinion, this balance of such loan was Rs Section 58AA and other relevant periodicity of physical verification is 513,170,374 and Rs 211,624,493 provisions of the Companies Act, reasonable having regard to the respectively. 1956 and the rules framed there size of the Company and the under/ the directives issued by the nature of its assets. No material (c) In our opinion, the rate of interest Reserve Bank of India (as discrepancies were noticed on for the above loan taken from the applicable) with regard to deposits such verification. Company, listed in the register accepted from the public. maintained under Section 301 of (c) Fixed assets disposed off during Accordingly, there have been no the Companies Act, 1956 are not, the year were not substantial, and proceedings before the Company prima facie, prejudicial to the therefore, do not affect the going Law Board or National Company interest of the Company. Tenure concern assumption. Law Tribunal (as applicable) or and repayment terms have not Reserve Bank of India or any Court ii. (a) The inventory, except for goods-in- been specified for such loans. or any other Tribunal in this matter transit and stock lying with third and no order has been passed by (d) According to the information and parties, has been physically verified any of the aforesaid authorities. explanations given to us, the tenure by the management during the and repayment terms have not year. In our opinion, the frequency vii. In our opinion, the Company has an been specified for the above of such verification is reasonable. internal audit system commensurate mentioned loan. Consequently, For stocks lying with third parties with its size and nature of its business. we are unable to comment on at the year-end, written paragraph 4(iii)(g) of the Order. viii. The Central Government has not confirmations have been obtained. prescribed the maintenance of cost iv. In our opinion and according to the (b) The procedures for the physical records under Section 209(1)(d) of information and explanations given verification of inventories followed the Companies Act, 1956 for any to us, there is an adequate internal by the management are reasonable of the products manufactured by control system commensurate with and adequate in relation to the size the Company. the size of the Company and the of the Company and the nature of nature of its business with regard its business. to purchase of inventories and fixed (c) The Company is maintaining assets and with regard to the sale proper records of inventory. of goods. We have not observed The discrepancies noticed on any major weakness in the internal verification between the physical control system during the course stocks and the book records were of the audit. not material. v. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section. SKOL Breweries Limited
  14. 14. Annexure to the Auditors’ report 18-19 ix. (a) According to the information Further, since the Central Government authorities at the time of the assessment. and explanations given to us and has till date not prescribed the amount Hence payment of differential sales tax on the basis of our examination of of cess payable under Section 441A has not been made on the statutory the records of the Company, of the Companies Act, 1956, we are forms which are pending to be collected amounts deducted/ accrued in the not in a position to comment upon the for the periods for which assessments books of account in respect of regularity or otherwise of the have not been completed. undisputed statutory dues Company in depositing the same. (b) According to the information and including Provident Fund, According to the information and explanations given to us, there are Employees’ State Insurance, explanations given to us, there are no no dues of Wealth Tax and Cess Income-tax, Sales Tax/ Value undisputed amounts payable in respect of which have not been deposited Added Tax, Wealth Tax, Service Provident Fund, Employees’ State with the appropriate authorities on Tax, Customs Duty, Excise Duty, Insurance, Income-tax, Wealth Tax, account of any dispute. The Cess, and other material statutory Service Tax, Customs Duty, Excise Duty, following dues of Income-tax, dues have generally been regularly Investor Education and Protection Fund Sales Tax, Service Tax, Customs deposited during the year by the and other material statutory dues which Duty and Excise Duty have not Company with the appropriate were in arrears as at 31 March 2009 for a been deposited by the Company authorities though there has been a period of more than six months from the on account of disputes. slight delay in a few cases. Amount date they became payable. due in respect of Investor Education and Protection Fund has In respect of Sales Tax, the Company is in not been regularly deposited during process of collecting statutory forms. the year by the Company with the Management has represented that the appropriate authorities. same would be submitted to the Name of the Statute Nature of the Dues Amount (Rs.) Period to which Forum where the amount relates dispute is pending Punjab Excise Act, 1914 Duty on beer loss 13,745,236 1974-75 Financial to 1990-91 Commissioner, Haryana Orissa and Bihar Interest on excise 3,222,705 1989 Orissa High Court Excise Act, 1965 loan draw back scheme Adhesive label fees 10,877,028 2001-02 to 2004-05 Orissa High Court Overtime wages 2,152,000 2005-06 Orissa High Court of excise staff Bombay Prohibition Supervision charges 550,930 1983-84 to 1988-89 Bombay High Court Act, 1949 of excise staff Duty on expired beer 1,037,085 2000-01 Commissioner of State Excise, Maharashtra Karnataka Excise Duty on breakages 329,131 1997-98 to 1999-00 Karnataka High Act, 1965 Court Overtime wages of 6,679,691 1998-99 to 2004-05 Karnataka High excise staff Court Central Excise Act, 1944 Central excise duty 70,235,608 1996-97 to 1999-00 Customs Excise Service Tax Appellate Tribunal, Mumbai Orissa Sales Sales Tax 92,728,022 1994-95 to 2000-01 Sales Tax Tribunal, Tax Act, 1947 Orissa Orissa Entry Sales Tax 242,508 2000-01 Sales Tax Tribunal, Tax Act, 1999 Orissa Delhi Sales Sales Tax 1,260,000 2002-03 to 2003-04 Assistant Tax Act, 1975 Commissioner of Commercial Taxes (Appeals), New Delhi
  15. 15. Annexure to the Auditors’ report Name of the Statute Nature of the Dues Amount (Rs.) Period to which Forum where the amount relates dispute is pending Bombay Sales Sales Tax 1,514,943 1992-93 Appellate Tribunal, Tax Act, 1959 Maharashtra Sales Tax 4,139,154 1995-96 Sales Tax Tribunal, Maharashtra Sales Tax 1,445,537 1996-97 Sales Tax Tribunal, Maharashtra Bombay Sales Tax Act, Sales Tax 13,617,495 2001-02 Sales Tax Tribunal, 1959 & Central Sales Maharashtra Tax Act, 1956 Sales Tax 8,050,922 2002-03 Deputy Commissioner, Mumbai Sales Tax 4,984,290 2002-03 Joint Commissioner (Appeals), Mumbai Uttar Pradesh Penalty 185,000 2003-04 Sales Tax Tribunal, Trade Tax Act, 1948 Uttar Pradesh Uttar Pradesh Trade Sales Tax 4,026,568 2003-04 Commissioner of Tax Act, 1948 & Central Appeals, Uttar Sales Tax Act, 1956 Pradesh Andhra Pradesh General Sales Tax 3,675,677 1991-92 to 1992-93 Andhra Pradesh Sales Tax Act, 1957 High Court Pondicherry General Sales Tax 11,982,000 1981-82 to 1984-85, Assessing Authority, Sales Act, 1967 1997-98 to 1998-99 Pondicherry Haryana Sales Sales Tax 5,965,472 1989-90 to 1996-97, Sales Tax Tribunal, Tax Act, 1973 1998-99 to 2003-04 Haryana Central Sales Tax Sales Tax 5,428,400 2002-03 Sales Tax Tribunal, Act, 1956 Uttar Pradesh Sales Tax 51,114 2006-07 Joint Commissioner, Meerut Delhi Sales Tax Act, 1975 Sales Tax 137,749 2004-05 Additional Commissioner Sales Tax, New Delhi Uttar Pradesh Tax on Penalty 379,728 2003-04 Deputy Entry of Goods Act, 2000 Commissioner, Meerut Entry Tax 7,465,500 2003-04 to 2005-06 Supreme Court Haryana Local Area Local Area 6,175,447 2000-01 to 2003-04 Chandigarh High Development Tax Act, 2000 Development Tax Court Finance Act, 1994 Service Tax and penalty 32,129,640 2006-07 to 2007-08 Customs Excise and Service Tax Appellate Tribunal, Mumbai Customs Act, 1962 Customs Duty 261,555 2007-08 Customs Excise and Service Tax Appellate Tribunal, Mumbai Note: The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure. SKOL Breweries Limited
  16. 16. Annexure to the Auditors’ report 20-21 x. The Company has accumulated xviii. The Company has not made any losses of Rs. 1,600,944,149 at the preferential allotment of shares to end of the financial year which is less companies/ firms/ parties covered in than fifty per cent of its net worth. the register maintained under Section The Company has not incurred cash 301 of the Companies Act, 1956. losses in the financial year and in the xix. The Company did not have any immediately preceding financial year. outstanding debentures during xi. In our opinion and according to the the year. information and explanations given to xx. The Company has not raised any us, the Company has not defaulted in money by public issues during repayment of dues to its bankers. the year. The Company did not have any outstanding dues to any financial xxi. According to the information and institutions or debenture holders explanations given to us, there was during the year. one fraud on the Company during the year where there was an allegation xii. In our opinion the Company has against an employee of the Company maintained adequate records in for colluding with a vendor involving cases where it has granted loans and an amount of Rs. 67,000. Services advances on the basis of security by of the employee have since been way of pledge of shares. terminated. According to the The Company has not granted any information and explanations given loans and advances on the basis of to us, no other fraud on or by security by way of pledge of the Company has been noticed debentures and other securities. or reported during the course of xiii. In our opinion and according to the our audit. information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. for B S R & Co. Chartered accountants xiv. According to the information and explanations given to us, the Zubin Shekary Company is not dealing or trading in Partner shares, securities, debentures and Membership No. 48814 other investments. Bangalore 08 July 2009 xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. xvi. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised. xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that funds raised on short-term basis amounting to Rs. 4,451,820,029 have been used for long-term investment in fixed assets.
  17. 17. “Don’t throw away the old bucket until you know whether the new one holds water.” SKOL Breweries Limited
  18. 18. Balance sheet 22-23 (Rs.) As at As at Schedule 31 March 2009 31 March 2008 SOURCES OF FUNDS Shareholders’ funds Share capital 2 2,311,837,450 2,311,837,450 Reserves and surplus 3 6,140,637,748 6,406,852,856 8,452,475,198 8,718,690,306 Loan funds Unsecured loans 4 6,170,031,896 3,774,422,006 Deferred tax liability, net 18 (15) - 63,744,036 14,622,507,094 12,556,856,348 APPLICATION OF FUNDS APPLICATION Fixed assets 5 Gross block 13,556,110,406 10,973,596,079 Less: Accumulated depreciation (2,397,970,441) (2,074,943,657) Less: Provision for impairment of fixed assets (143,814,725) (156,563,671) Net block 11,014,325,240 8,742,088,751 Capital work-in-progress 506,703,130 1,491,630,978 11,521,028,370 10,233,719,729 Investments 6 11,359,225 11,359,225 Current assets, loans and advances Inventories 7 1,650,081,511 1,183,482,865 Sundry debtors 8 3,390,344,214 2,536,219,383 Cash and bank balances 9 317,395,443 311,251,107 Loans and advances 10 1,176,231,356 1,283,275,219 6,534,052,524 5,314,228,574 Current liabilities and provisions Current liabilities 11 4,861,783,690 4,046,106,947 Provisions 12 421,930,244 413,580,309 5,283,713,934 4,459,687,256 Net current assets 1,250,338,590 854,541,318 Amalgamation adjustment reserve account 1,457,236,076 1,457,236,076 Debit balance in profit and loss account 1,600,944,149 952,184,208 Less: Balance in general reserve account 3 (1,218,399,316) (952,184,208) 382,544,833 - 14,622,507,094 12,556,856,348 S ignificant accounting policies 1 Notes to the accounts 18 The schedules referred to above form an integral part of the balance sheet. As per our report attached for B S R & Co. for SKOL Breweries Limited Chartered Accountants Zubin Shekary Jean-Marc Delpon De Vaux Jonathan Andrew Kirby Partner Managing Director Director Membership No. 48814 (Bangalore) Kevin Heydenrych Pramod S M Chief Finance Officer Company Secretary (Bangalore) (Bangalore) Bangalore Hong Kong 08 July 2009 08 July 2009
  19. 19. Profit and loss account (Rs.) Schedule For the year ended For the year ended 31 March 2009 31 March 2008 Income Sale of manufactured goods, gross 21,622,215,155 17,367,693,602 Sale of traded goods, gross 96,894,530 296,758,472 21,719,109,685 17,664,452,074 Less: Excise duty (7,518,279,022) (6,307,912,578) Less: Discounts (1,040,654,424) (730,233,870) Sales, net 13,160,176,239 10,626,305,626 Income from contract bottling 143,573,120 219,335,661 Other income 13 185,950,917 281,767,214 13,489,700,276 11,127,408,501 Expenditure Cost of materials 14 6,839,899,584 3,027,155,449 Personnel costs 15 974,679,780 804,928,296 Other expenses 16 4,982,476,471 5,757,867,250 Depreciation 5 651,299,955 858,090,043 Provision for impairment of fixed assets 18 (17) (7,066,845) 117,306,243 Opening adjustment for returnable containers 18 (2) 340,493,099 - Borrowing cost 17 433,651,970 153,515,535 14,215,434,014 10,718,862,816 (Loss)/ profit before tax (725,733,738) 408,545,685 Provision for tax - current tax - - - pertaining to earlier years (reversal) (48,582,678) (37,573,724) - fringe benefit tax 35,160,648 30,320,522 - deferred tax (credit)/ charge 18 (15) (63,744,036) 70,783,158 - wealth tax 192,269 238,542 (Loss)/ profit after tax (648,759,941) 344,777,187 Debit balance in profit and loss account brought forward (952,184,208) (1,296,961,395) Debit balance in profit and loss account carried (1,600,944,149) (952,184,208) over to the balance sheet Earnings per share (par value; Rs. 10 each) 18 (6) - Basic earnings per share (2.81) 1.52 - Diluted earnings per share (2.81) 1.49 Significant accounting policies 1 Notes to the accounts 18 The schedules referred to above form an integral part of the profit and loss account. As per our report attached for B S R & Co. for SKOL Breweries Limited Chartered Accountants Zubin Shekary Jean-Marc Delpon De Vaux Jonathan Andrew Kirby Partner Managing Director Director Membership No. 48814 (Bangalore) Kevin Heydenrych Pramod S M Chief Finance Officer Company Secretary (Bangalore) (Bangalore) Bangalore Hong Kong 08 July 2009 08 July 2009 SKOL Breweries Limited