35th Annual Report 2023-24
35th Annual Report 2023-24
FINANCIAL
STATEMENTS
CORPORATE 90 Independent Auditor’s Report
OVERVIEW 100 Balance Sheet
STATUTORY 104
06 Theme Line Introduction Statement of Cash Flows
REPORTS
08 Discover Our World 30 Value Creation Model
106 Notes to Financial Statements
Management
10 History & Milestones 32 Director’s Letter 52 Discussion & Analysis
HIGH ON
BOLD INTRODUCING
HILLFORT WHISKY
AMBITIONS
In the past year, we have embarked on an exciting journey to bring a new
premium blended malt whisky to the market. We are proud to introduce
Hillfort Whisky, a brand that symbolizes strength, resilience, and heritage,
much like the ancient hill forts from which it draws its name.
A Journey Through
Time and Tradition
HIGH ON
FY 2024 Highlights
Our year was marked by remarkable
milestones and achievements.
9 2
Proprietary Brands New Launches
HIGH ON
High On
Growth
With each foray into new territories and the launch of premium offerings,
the Company is not just expanding; it is revolutionizing the landscape of its
market presence. As AABL extends its reach, it not only penetrates deeper
into existing markets but also strategically opens new ones, celebrating its
vigorous growth trajectory with spirited enthusiasm. The introduction of
premium products complements this expansion, enhancing AABL’s portfolio
and enriching the consumer experience with high-quality choices.
High On
Innovation
The Company’s innovative approach is its elixir of life, infusing
every product with creativity and forward-thinking solutions.
Cheers to a future where AABL’s bold ideas lead the way.
High On
Premiumization
AABL is elevating the art of spirits by crafting exceptional, luxurious
alco beverages that are accessible and exceptional in taste and
quality. These premium offerings are skillfully blended to deliver an
unmatched sensory experience. It is a celebration of refined flavors and
sophisticated elegance at prices that invite indulgence. This strategic
focus ensures that premium doesn’t mean prohibitive, making AABL’s
superior taste and quality available to a broader audience.
Vision Mission
To establish an unparalleled legacy as the The Company is committed to wholeheartedly
vanguard of liquor manufacturing, distillation, dedicating itself and utilizing all available
and bottling in India while solidifying resources to attain exceptional global
our position as a preeminent force in the excellence in its current operational sectors
esteemed realm of manufacturing and while actively pursuing avenues for
marketing within the liquor industry. sustained growth.
1 2 3 4
OUR HIGH ON
Bold Beginnings
HISTORY
Founded by Mr. Bhagwati Prasad Kedia
& Milestones
Raising a glass to
Launched “Nicobar”
in 1989, AABL is the flagship Company of our journey based ethanol plants
along with a
the Associated Kedia Group. Starting with
From humble beginnings to high spirits, we co-generation facility
molasses trading and evolving through IMIL
production, the Company, once present only have crafted our path with bold steps and
in Madhya Pradesh, has significantly expanded dynamic growth. Toasting to our milestones, Achieved 43% of sales
its footprint to include key markets in Kerala, the Company will continue to pour into new from IMFL products
Delhi, Chhattisgarh, and West Bengal. Plans markets and fuel the future with excellence.
are in place to further extend its presence Increased capacity of the Sold over 3 Million cases
across Maharashtra, Goa, Uttar Pradesh, ENA plant to 30 MLPA of IMFL products
Assam, and Tripura. AABL aims to make its Achieved 1 Million cases
products available nationwide, reinforcing its Started bottling of sales in Kerala
commitment to quality and innovation at an Entered into a franchise
2024
arrangement with the
affordable price. arrangement with United
United Spirits Achieved the 5th highest
Spirits Limited (Diageo) Increased capacity of the
Limited (Diageo) market share in Kerala
ENA plant to 45 MLPA
Increased the bottling
Expanded presence
Launched IMFL line capacity to
in Delhi Entered the Kerala Market
products in the 12.4 Million cases
Madhya Pradesh market
Set up a cogeneration Successful Listing In
2023
plant and 60% of power the NSE
Started the commercial
Launched a new product
in the IMFL segment
demand met with
this plant
2022
operation with the selling
of ENA and IMIL
Expanded the production 2018-2020
capacity of the plant
The company went public
with an IPO and got listed
2016-2017
on the BSE
The Company was
established as a public 1996-2015
limited Company
1990-1995
1989
HIGH ON
BRAND
BRILLIANCE
Elevating quality and innovation to INR 1,099 Mn 14.5 % 17.5 %
create premium experiences. Proprietary Brands Revenue Proprietary Brands Revenue Proprietary Brands EBITDA
AABL crafts iconic brands that resonate with consumers and elevate the drinking Contribution Contribution Contribution
experience. The Company’s strategic approach focuses on innovation, quality, and
premiumization, ensuring every product stands out in the market.
AABL has formed valuable partnerships with AABL’s brands are strategically positioned to
renowned international brands, enhancing appeal to various demographics. From young,
its market presence and product portfolio. trendy consumers to mature, discerning
Collaborating with industry leaders allows the drinkers, the Company’s products are
Company to offer a wide range of high-quality designed to meet the preferences of diverse
products that meet global standards. audiences. Innovative marketing strategies
and engaging campaigns help AABL connect
with its target market, creating strong brand
Contract Manufacturing Brands loyalty and recognition.
HIGH ON
FRESH FLAVORS
& INSPIRING
INNOVATIONS
NEW Exploration
AABL proudly presents NICOBAR,
ADVENTURES
a handcrafted premium gin
set to redefine your drinking
experience. Crafted with unique
botanicals and a spirit of
adventure, each sip takes you
on a journey into the unknown.
‘
To Retail India News
SPIRITS Nicobar
Explore the flavors that define the uncharted
territories of taste. NICOBAR is an adventure
companion, crafted with the spirit of
exploration. It’s an ode to the brave explorers
of the past and an invitation to embark on your
own journey of discovery. With each sip, you set
sail to explore the world, yourself, and beyond.
Crafted with native ingredients from the islands,
each sip is a voyage into the heart of the
island’s legends.
OUR PRESTIGIOUS
BRANDS
Titanium Vodka James McGill
Titanium Vodka is sharp, pure, and unyielding, offering a clean, James McGill Whisky is the epitome of sophistication and class,
crisp taste that stands tall in any mix. This premium vodka is offering a well-rounded and refined drinking experience. This
crafted with precision, ensuring a smooth and refined flavor that premium whisky is meticulously crafted to deliver a smooth,
appeals to cocktail enthusiasts and straight-up drinkers. Known elegant flavor that resonates with connoisseurs and casual
for its modern elegance, Titanium Vodka is the metaphorical drinkers alike. Known for its exceptional quality, James McGill
backbone of any great cocktail. Whisky embodies the perfect blend of tradition and modernity.
Awarded Best Popular Vodka (Silver) at the Ambrosia Awards Since its inception at AABL, this premium whisky has been crafted
2018 and IND SPIRIT 2018, Titanium Vodka stands out for its from the finest grains, blending traditional craftsmanship with
commitment to excellence. It is available in 750 ml, 375 ml, and modern techniques to ensure a smooth, well-rounded flavor
180 ml bottles and caters to various preferences and occasions. profile. Ideal for both connoisseurs and casual drinkers, it is a
testament to AABL’s commitment to excellence.
OUR
POPULAR BRANDS
This whiskey is renowned for its rich, dynamic flavor profile that
mirrors the city’s eclectic character. Crafted with meticulous
attention to detail, Bombay Special Whiskey is a tribute to
Mumbai’s blend of tradition and modernity.
HIGH ON HIGH ON
PARTNERED CRAFTED
PERFECTION SYNERGY
AABL thrives on fostering strong partnerships with
globally recognized brands. These collaborations enhance
AABL’s diverse portfolio and bring various world-class alco
beverages to sophisticated consumers.
Blackdog
VAT 69
Smirnoff
Diageo
Long-term relationships in contract
manufacturing are not just about
Director’s Special
business growth but also about building
McDowells
a legacy of quality and trust. These
partnerships reflect a harmonious blend
of expertise and commitment, where
LICENSED BRANDS
each collaboration is nurtured to ensure
PREFERRED PARTNERS excellence and reliability.
HIGH ON
SURFING NEW
TURFS CURRENT PRESENCE
TARGETED GEOGRAPHIES
Delhi
Assam
Uttar Pradesh
DOMINANT
Tripura
FOOTPRINT Madhya Pradesh
West Bengal
AABL has established itself as a key Chattisgarh
player in Madhya Pradesh. The Company
thrives in five states, with a substantial
market share in Madhya Pradesh and Maharashtra
Kerala. Poised for ambitious expansion,
AABL is set to extend its geographic
reach further into new regions this year.
Goa
Karnataka
Puducherry
Kerala
CELEBRATORY
SPIRITS
Every accolade and feature underlines the Company’s
relentless pursuit of excellence, firmly establishing its role as a
trailblazer in the spirits industry.
SPOTLIGHT ON TRIUMPH
HIGH ON
IMPACT
CREATION
Discover how AABL’s targeted
initiatives are profoundly impacting
the industry and communities.
24
AABL employs a Extensive experience, Dynamic marketing Foster a working
diverse and skilled diverse expertise, and strategies that effectively environment that
workforce dedicated to insights to identify both communicate brand values promotes growth, Number Of
crafting quality spirits current and future trends. and engage with target recognition & safety. Training Programs
and alco beverages,
adhering to the highest 567 demographics.
Innovation
Deliver high-quality
products that ensure N icobar
Our Portfolio Constantly developing customer satisfaction Award- World
new premium
Distribution and loyalty. Spirit Competition
AABL offers a broad
range of products, products and refining Robust distribution
existing ones to meet network ensuring
from premium spirits Shareholders & Investors
changing consumer wide availability
to value offerings,
catering to varied 9 tastes and increase
market share.
across retail and
institutional spaces.
The Company reported a 22% Y-o-Y increase in
PAT and 100% rise in dividend payouts, showcasing
consumer preferences. Total Brands
sustained financial growth and profitability.
5 States
Pan-India player in the • Engaging over 100,000 farmers annually, directly
all ingredients meet high manufacturing facilities
coming years. and indirectly impacting their livelihoods.
standards of quality that emphasize efficiency
• Influencing multiple stages of the value chain—
and sustainability. and quality control.
from raw material procurement to sales—across
Our Expertise diverse industries.
DIRECTOR’S
Financial Performance Strategic Initiatives and
and Growth Product Expansion
This year, AABL achieved impressive growth, In line with its strategic focus, the Company
LETTER
with revenues reaching INR 7,598 Million, expanded its premium product offerings,
an 8% increase over the previous year. including the successful launch of the
Profit after tax surged by 22% to INR 506 super-premium crafted gin ‘Nicobar’. This
Million, underscoring the strategic initiatives’ product not only complements the portfolio
robust financial health and effectiveness. but also caters to the sophisticated tastes
AABL remains deeply committed to As we enter FY25, AABL is poised for a year of
environmental stewardship and community significant expansion and product innovation.
engagement. The Company is on course to Our agenda is strategically geared towards
Dear Stakeholders,
achieve net-zero carbon emissions in its direct launching new premium offerings, extending
The past fiscal year at AABL has been
operations by 2030 and has significantly our reach into new geographical markets,
marked by sustained progress and strategic
reduced its water usage, reflecting its and deepening market penetration in existing
advancements. The Company’s steadfast
commitment to sustainable practices. territories. These initiatives, paired with our
commitment to advancing premiumization
The community programs aim to enhance steadfast commitment to operational efficiency,
within the alco beverages industry, combined
employability and substantially support local underscore our dedication to adapting to
with a relentless focus on geographical
communities, aligning with global sustainable the dynamic needs of our customers and
expansion and deeper penetration in existing
development goals. stakeholders. By consistently refining our
markets, has defined its journey through a
operational practices, AABL remains confident
year marked by challenges and
in maintaining robust momentum and securing
significant achievements.
enduring success in the competitive marketplace.
Warm Regards,
Prasann Kumar Kedia
Managing Director
MEASURES
excellence. These vital metrics show AABL’s
robust growth and strategic achievements
within the spirited marketplace.
4,358 5,126 7,008 7,598 895 822 624 767 23% 19% 11% 12% 31% 26% 12% 14%
FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24
21% 16% 9% 10% 580 608 416 506 -0.27 -0.24 -0.07 0.04 2,518 3,128 3,634 4,229
FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24 FY21 FY22 FY23 FY24
HIGH ON
STRATEGIC
MOMENTUM
Energized for Progress, Lit by Innovation – The Company
leverages its strategic advantages to maintain leadership
in the spirits industry.
HIGH ON
With over 40 years in the spirits industry, Operating from one of the largest
the Company’s commitment to quality and single-location facilities in Madhya Pradesh
innovation is not just foundational — it is streamlines production and enhances the
transformational. This extensive experience Company’s ability to control quality and
cultivates a deep expertise that guides all scale operations efficiently. This strategic
aspects of production, from raw material positioning allows the Company to swiftly
selection to final product refinement. respond to market demands and maintain
supply chain excellence.
HIGH ON
THE
FUTURE
The Company harnesses a diverse portfolio and innovative
strategies to ensure robust growth and widespread market
reach. With a strong focus on premium product offerings
and strategic market penetration, it continues to enhance
its competitive position and long-term sustainability.
High On High On
Diverse Offerings Strategic Expansion
The company has Continually expanded its product The Company is gearing up for significant growth,
offerings, enhancing its range to include Premium eyeing strategic expansions within the next
Indian Made Foreign Liquor (IMFL), extra-neutral 1-2 years across crucial Indian states, including
alcohol, and ethanol. This diverse portfolio Maharashtra, Puducherry, Assam, Tripura, and Goa.
addresses a broad spectrum of market demands With a sprawling 150-acre land bank, it aims to
domestically and internationally, and ensures enhance production and distribution efficiencies.
resilience by mitigating risks associated with market This expansion strategy is meticulously designed
volatility. By guaranteeing clean fermentation and to bolster its domestic and international presence.
producing top-quality spirits, the Company captures Additionally, plans are underway to establish a
multiple growth opportunities within the global bottling cum distillery plant in Uttar Pradesh, with
spirits industry, strengthening its market presence land acquisition currently in progress. This move
and consumer trust. will strengthen its market position, tapping into new
regional markets with targeted marketing strategies
and robust infrastructure.
High On High On
Premiumization Financial Prudence
The Company is dedicated to advancing The Company effectively fuels its expansion using
premiumization within the alcohol and alco internal accruals, demonstrating prudent financial
beverage industry. The company’s strategy includes management and minimal debt dependence. This
investing in product innovation — exploring new approach facilitates substantial investments in key
flavors, enhancing production technologies, and projects like the INR 150 crore Ethanol Plant slated
using quality ingredients to meet discerning for FY24. AABL’s strategy of reinvesting earned
customer expectations. Traditional craftsmanship profits enhances its production capabilities across
and modern techniques create distinguished spirits multiple sites, including the single malt and bottling
that fulfill and exceed consumer desires. This focus plants, reinforcing its commitment to becoming a
extends to premium branding, recognizing that top contender in the IMFL markets across India. This
consumers seek brands that resonate with their financial model secures AABL’s growth trajectory
aspirations and lifestyles, enhancing AABL’s brand and strengthens its competitive position
prestige and profit margins. in the industry.
Commitment
EHS POLICY to Safety
At AABL, managing hazardous processes,
products, and high temperatures is critical to
enhancing workplace safety. The Company
Sustainability Policy Industrial Policy takes safety management seriously by
identifying potential hazards and mitigating
This comprehensive policy guides all operations The Company ensures that its manufacturing
risks, which is essential for respect and
and decision-making, aimed at enhancing processes and technologies are
business continuity. A responsible hazard
long-term stakeholder value while minimizing resource-efficient and sustainable. This includes
identification, evaluation, and control system
environmental impact. designing products and reducing waste
is rigorously implemented. AABL ensures
generated during manufacture.
all equipment is periodically inspected
and maintained, provides comprehensive
personnel training, promotes a culture of
open reporting without fear of retribution,
Environmental Policy and effectively manages workplace stress.
Technology Development Policy
The company developed an Environment The Company’s leadership exemplifies
Management System (EMS) to prevent, mitigate, The company periodically reviews new adherence to safety procedures,
and control environmental damage caused by its technology development, deployment, maintaining vigilance and awareness
operations or players across its value chain. The and commercialization. Social, ethical, and across the Company.
EMS includes contingency plans and processes environmental considerations are incorporated
for managing environmental deviations. into decision-making.
Engagement
and Training
A strong belief in employee
ownership of the corporate
safety culture, comprehensive
training programs, and
regular mock disaster drills
ensure preparedness and
engagement across all levels.
Protective Equipment and Reporting Stress and Fatigue Management Environmental Responsibility and Scale and
Encourage using protective safety equipment Strategies to reduce workplace stress and Broad-Based Expansion Accruals-Driven Strategy
and reporting unsafe working conditions. promote regular breaks.
AABL has committed to environmental AABL has committed to environmental
stewardship while expanding its product lines stewardship while expanding its product lines
to include more proprietary and contract to include more proprietary and contract
manufacturing, diversifying its revenue manufacturing, diversifying its revenue
streams and increasing market presence. streams and increasing market presence.
100 % 0 10 %
programs are women, and efforts are
focused on increasing ethnic diversity
and inclusion.
Recycled content in our plastic Recycled plastic bottles Agricultural Community Support
bottles by 2030. by 2030
AABL assists 10,00,000 smallholder farmers
with resources and skills, fostering economic
and environmental resilience.
The global economy demonstrated remarkable resilience at curbing inflation, also reduced economic activity across Digital Infrastructure: Increased penetration of mobile
during the year, maintaining steady growth despite several regions. and internet services supports the expansion of digital
numerous challenges. The period witnessed significant economy activities.
Recovery and Resilience: As inflation descended from
headwinds, including volatile commodity prices, persistent
its peak, economic activity revived, defying initial fears
geopolitical conflicts, and calibrated interest rate hikes, Growth of the Indian economy:
of stagflation and a global recession. Financial markets
which collectively dampened economic activity. These Regional growth (%) FY24 FY23 FY22 FY 2022-23
responded optimistically to the prospect of central banks
factors led to a slight decline in global growth from 3.5%
easing their tight monetary policies. Real GDP growth (%) 7.8 7.2 8.7 -6.6
in FY 2022 to 3.2% in FY 2023.
Financial Market Dynamics: The easing of financial Growth of the Indian economy quarter by quarter, FY 2023-24;
Key Events and Impacts conditions saw equity valuations soar. Capital flows to
Regional growth (%) Q4 FY 24 Q3 FY 24 Q2 FY24 Q1 FY 24
Supply-Chain Disruptions: The year commenced with emerging market economies, excluding China, remained
continued disruptions in supply chains, a residual buoyant. Some low-income countries and frontier Real GDP growth (%) 8.2 8.4 4.4 6.1
impact of the COVID-19 pandemic. These disruptions economies also regained market access, showcasing (Source: Budget FY24; Economy Projections, RBI projections, Deccan Herald)
initially hindered production and distribution across improved financial health.
various sectors.
Future Risks: Despite the recovery, new geopolitical
Geopolitical Conflicts: The Russian-initiated war on tensions, including the ongoing war in Ukraine and the GLOBAL ALCOHOLIC BEVERAGE INDUSTRY Product Types: Beer, spirits, wine, whiskey, vodka, rum,
OVERVIEW: gin, tequila, brandy, and others.
Ukraine persisted, triggering a global energy and food conflict in Gaza and Israel, pose potential risks. These
crisis. This conflict significantly increased inflation rates tensions and persistent core inflation in regions with tight Distribution Channels: Off-trade (supermarkets, liquor
Market Size and Growth
globally, as the supply of essential commodities was labour markets could elevate interest rate expectations stores, online retail) and on-trade (bars, pubs, restaurants,
and reduce asset values. The global alcoholic beverage market is experiencing hotels).
severely impacted.
significant growth, expected to surpass USD 3,167
Monetary Policy Tightening: In response to the inflation Source: World Bank and International Monetary Fund Billion by 2032, with a compound annual growth rate Packaging: Bottles, cans, tetra packs, and others.
surge, central banks worldwide have synchronized (IMF) Reports and Other content on the web (CAGR) of approximately 3.5% from 2023 to 2027. This
Alcohol Content: Low, medium, and high
tightening of monetary policies. This move, while aimed growth is driven by various factors, including increasing
consumption of craft beverages, innovative marketing and alcoholic beverages.
promotional activities, and rising mergers and acquisitions End-Users: Household and commercial (Expert Market
Performance of major economies in FY 2023-2024: within the industry (Source: Expert Market Research and Research) (Research & Markets).
Research & Markets).
Key Trends and Drivers
Regional Insights
United States: China: United Kingdom: Japan: Germany: Craft Beverages: The rise in popularity of craft beer and
Europe holds the largest market share, attributed to high spirits continues to drive market growth. Consumers are
Reported GDP GDP growth was GDP grew by 0.4% GDP grew 1.9% in GDP contracted consumption rates, particularly in countries such as the increasingly seeking unique flavors and artisanal products.
growth of 2.5% in 5.2% in 2023 in 2023 compared 2023 unchanged by 0.3% in 2023 United Kingdom, Ireland, and Germany. Preferences vary
2023 compared to compared to 3% to 4.3% in 2022 from a preliminary compared to 1.8% across regions, with beer popular in Central Europe, wine Innovative Packaging: New packaging formats are gaining
1.9% in 2022 in 2022 1.9% in 2022 in 2022 in the Mediterranean, and spirits in Eastern and Northern traction, making products more appealing and accessible.
Europe (Source: Straits Research).
Online Sales: The convenience of online retail is significantly
(Source: PWC report, EY report, IMF data, OECD data, Livemint)
North America also commands a significant market share, impacting the distribution of alcoholic beverages.
with increasing demand for craft beer and whiskey. The
cultural integration of alcohol in social events contributes Health Consciousness: A shift towards low and non-
Outlook GDP Growth to this trend. The United States, in particular, shows a alcoholic beverages is evident as consumers become more
strong inclination towards innovative alcoholic products. health-conscious (Expert Market Research) (Research &
The global economy is expected to maintain a steady India’s nominal GDP grew significantly, reflecting the
Markets).
growth trajectory. While easing monetary policies and country’s economic dynamism. Following a contraction (Source: Expert Market Research and Straits Research).
improved financial conditions are positive indicators, of 1.4% in FY 2021 due to the pandemic, the economy The global alcoholic beverage industry remains dynamic
persistent core inflation, especially in tight labour rebounded with an 18.4% growth in FY 2022 and a 16.1% Asia-Pacific is projected to grow rapidly due to changing and resilient, adapting to changing consumer preferences
markets, and geopolitical uncertainties remain significant growth in FY 2023. This upward trend is expected to lifestyles, increasing disposable incomes, and a younger and market conditions. The growth trajectory is
challenges. Policymakers and economic stakeholders must continue, with projections indicating a real GDP growth at population adopting Western drinking habits. Countries supported by innovation, regional expansion, and evolving
navigate these complexities to sustain economic resilience a CAGR of 6.2% between FY 2023 and FY 2028, positioning such as China, India, and Japan are pivotal in this consumption patterns across the globe.
and growth. India among the top three global economies by FY 2028. region's growth.
(Source: Expert Market Research and Straits Research).
INDIAN ALCOHOLIC BEVERAGES MARKET
INDIAN ECONOMY: Domestic Consumption OVERVIEW:
Domestic consumption, which constitutes a substantial Latin America and Africa are emerging markets with
Overview: India's AlcoBev market is poised for substantial growth,
portion of India’s GDP, remains a pivotal driver of economic significant potential. Brazil and Mexico lead in Latin expected to reach USD 64 Billion by 2030 from USD 52.4
The Indian economy demonstrated robust resilience during growth. The share of domestic consumption in Private America, while the African market is boosted by tourism Billion in 2021, reflecting a robust annual increase of 6.54%
the fiscal year, maintaining a strong growth trajectory Final Consumption Expenditure (PFCE) was approximately and duty-free retail segments. through 2027. This expansion is driven by demographic
despite global headwinds. The country continued to 60.1% in FY 2023, significantly insulating the economy
(Source: Straits Research). shifts, rising incomes, urbanization, and a growing trend
leverage its advantageous demographic profile, increasing from global volatility. This robust consumption base is
towards premiumization among younger consumers. Per
urbanization, and burgeoning digital infrastructure to projected to expand further, growing at a CAGR of 7.4%
Market Segmentation capita alcohol consumption is projected to rise, supported
drive economic activity. and reaching USD 3.0 trillion by FY 2028.
by increased accessibility and a cultural shift towards
The market is segmented by product type, distribution
higher-quality products.
channel, packaging, alcohol content, flavor, and end-user:
The sector plays a pivotal role in India's economy, INDIAN MADE INDIAN LIQUOR SEGMENT Any relaxation of the country’s complex and burdensome to meet ambitious targets. The NITI Aayog projects a
contributing approximately 2% to GDP and sustaining regulatory framework and any reduction of high taxes significant increase in production capacity, with grain-
OVERVIEW:
over 8 million jobs across various sectors. Government could boost the market even further, thanks in part to the based distillation set to contribute approximately 7.4
policies and tax revenues further bolster the industry's The Indian Made Indian Liquor (IMIL) segment in India holds
expected signing of free trade agreements, such as that Billion liters by 2025, complementing sugarcane-based
growth trajectory. Competitive dynamics are intense, with a significant position within the country's diverse alcohol
with the UK. ethanol production. This diversification is essential to
companies focusing on innovation in product offerings market. This segment includes a variety of traditional
mitigate risks associated with fluctuating sugarcane yields
and marketing strategies to capture market share. and indigenous alcoholic beverages, distinct from Indian Indian consumers have long been drawn to the aspirational
affected by climate conditions.
Made Foreign Liquor (IMFL), which is influenced by status of imported products, such as Scotch whisky, but
Looking forward, the next decade promises sustained they are also increasingly taking pride in the rising quality Despite the promising growth trajectory, the grain
international spirits.
growth fueled by increasing disposable incomes, a levels of domestic spirits, some of which now rival imports ethanol sector faces challenges. Fluctuating prices of
shift towards premium and luxury alcohol products, Recent data from Statista shows that IMIL products such as
in terms of prestige and pricing. Craft gins and Indian damaged food grains (DFGs) and maize have impacted
and the rising popularity of craft and boutique alcohol arrack, toddy, and feni contribute notably to India's cultural
single malts currently epitomise this reappraisal. production costs, prompting calls from industry
offerings. Aspirational consumption, particularly in the and regional drinking preferences. These beverages are
stakeholders for government intervention to stabilize
wine segment, is on the rise among urban, middle-class produced using traditional methods and local ingredients, Demographic Dividend: India, with its youthful population
reflecting the rich cultural heritage and diverse consumer feedstock prices and ensure sustainable production levels.
consumers, driven by evolving lifestyle preferences and a and a median age below 30, offers a substantial market of
burgeoning interest in wine as a symbol of sophistication. preferences across different states. The IMIL segment Regulatory constraints limiting DEPs (Dedicated Ethanol
legal drinking age prospects annually. This demographic
maintains a strong market presence, catering to both rural Plants) to ethanol production only further complicate
Moreover, changing societal norms, including greater advantage is pivotal in sustaining economic growth and
and urban consumers with distinct regional variations and operational flexibility.
acceptance of alcohol consumption among women and driving consumer demand in the beverage alcohol sector.
consumer loyalty. (Source: www.mobilityoutlook.com)
a preference for in-home consumption post-pandemic, Premiumization Trend: Rising affluence and aspirational
are reshaping market dynamics. This evolution presents The IMIL market's dynamics are shaped by local regulatory consumer behavior are driving a shift towards premium
significant opportunities for the industry to cater to frameworks and consumer preferences, underscoring its COMPANY OVERVIEW:
and imported spirits, such as Scotch whisky. There is also
diverse consumer preferences and expand its market importance alongside the broader IMFL category in India's
a growing appreciation for high-quality domestic spirits, Associated Alcohols & Breweries Limited (‘AABL’) is a
reach, particularly in the burgeoning wine and craft beer vibrant alcohol industry landscape.
including Indian Single Malts (ISM) and craft gins, which prominent player in the liquor industry, renowned for
tourism sectors.
The IMIL, was approximately 290 million cases in India are gaining prestige and market share. operating the largest integrated manufacturing facility
during fiscal year 2021. This segment is characterized at a single location. The company is a comprehensive
INDIAN MADE FOREIGN LIQUOR SEGMENT by its affordability and local production, appealing Increasing Retail Sophistication: The retail landscape
entity in the liquor value chain, encompassing various
is evolving with more sophisticated outlets offering
OVERVIEW: predominantly to blue-collar and lower-middle-class
segments such as Indian Made Foreign Liquor (IMFL)
workers. IMIL products typically contain around 30% enhanced consumer experiences. This includes well-lit,
India's spirits market is currently experiencing conveniently located stores with knowledgeable staff, Proprietary, IMFL Licensed, Indian Made Indian Liquor
unprecedented growth, fueled by a burgeoning middle- alcohol content, reflecting their strong regional and
which are contributing to higher sales and consumer (IMIL), and Merchant Extra Neutral Alcohol (ENA). AABL's
class population and a strong affinity for whiskey. From cultural associations.
engagement, particularly in urban areas. manufacturing capabilities are impressive, with an ENA
228 million cases in FY11, annual sales surged to 330 million Looking ahead, the IMIL market is expected to grow, manufacturing capacity of 45 million liters per annum
cases by FY18, showcasing substantial market expansion. with projections indicating a rise to 350 million cases by Regulatory Environment: While complex and burdensome, (MLPA) and 32 bottling lines producing 12.5 million
Despite a temporary setback during the COVID-19 fiscal year 2025. This growth underscores the continued regulatory reforms, including potential reductions in cases annually.
pandemic when sales dipped to 311 million cases in FY21, popularity and significant consumer base for these high taxes and easing of trade barriers through free
the market swiftly rebounded, reaching 412 million cases traditional and locally produced alcoholic beverages trade agreements (FTAs), are expected to stimulate The company's product portfolio is robust, featuring
by FY24—a remarkable recovery, adding nearly 100 million across various regions in India. market growth. These reforms could benefit both local seven proprietary brands. Additionally, AABL has
cases within three years. and imported alcohol products, improving accessibility recently expanded into the ethanol segment, establishing
(Source: statista.com)
and affordability. a production capacity of 40 MLPA in FY24. AABL's
Although now at a slower pace of 4% annually, this growth
strategic venture into ethanol production and its
trajectory underscores India's robust spirits consumption,
surpassing the combined volumes of major European INDIAN EXTRA-NEUTRAL ALCOHOL Changing Consumer Preferences: There is a notable shift in substantial manufacturing capabilities underscore its
MARKET OVERVIEW: consumer preferences towards niche and specialty drinks, strong market position and financial health. The company
markets such as the UK, France, and Spain. With 20 million
driven by social acceptance, urbanization, and rising is well-positioned for continued growth and success in the
people reaching the legal drinking age annually, the focus The Indian market for extra neutral alcohol (ENA) was
incomes. Categories like agave spirits and international liquor industry.
is shifting towards diverse drinking choices rather than valued at ` 97.7 Billion in 2022 and is expected to grow
sheer volume. Despite this growth, India's per capita whiskies are witnessing strong growth, indicating
at a compound annual growth rate (CAGR) of 4.21% Also, please refer to the earlier business section of the
alcohol consumption remains relatively low compared to a diversification in consumer tastes and expanding
during the forecast period from 2022 to 2028, reaching annual report for more details.
that of developed nations, indicating significant growth market opportunities.
approximately ` 125.1 Billion by the end of 2028. Currently,
potential for the future. around 90% of ENA produced in India is utilized for the Market Dynamics: The Indian beverage alcohol market is
production of potable alcohol, contributing to an annual
FINANCIAL REVIEW:
Key drivers of this growth include urbanization and the characterized by strong growth momentum, particularly
production capacity of nearly 2.7 Billion liters. in spirits, beer, wine, and ready-to-drink (RTD) segments. The below numbers provide a comprehensive snapshot of
expanding urban population, particularly among youth
Value growth consistently outpaces volume, reflecting a the financial performance and position for the fiscal year.
embracing pub and cocktail culture. With nearly half of the The growth in the ENA market is driven by factors such
population under 25 and a median age of 27, India boasts a as rising disposable incomes among consumers and trend towards higher spending on premium products and Revenue Growth: The company achieved a growth of
substantial consumer base driving market expansion. Indian increasing western influence, which is gradually altering evolving consumer expectations. 8%, with full-year net revenue reaching ` 75,980 Lakh
Made Foreign Liquor (IMFL) dominates the market with a cultural perceptions towards alcohol consumption in India. compared to ` 70,077 Lakh in FY 2022-23. This growth is
(Source: www.theiwsr.com)
projected 66% market share through 2026, supported by Furthermore, the shift from traditional country liquor to mainly due to the ethanol segment, and the sales of the
rising beer, country liquor, and wine consumption. Indian-made foreign liquor (IMFL) is significantly boosting Potable liquor segment remain flat.
Southern India leads in regional consumption with over
the production and consumption of potable alcohol GRAIN-BASED ETHANOL OVERVIEW:
derived from ENA across the country. Operating EBITDA: The EBITDA grew by 100 basis points
45% market share, driven by urbanization trends and Grain-based ethanol production in India has gained
to 10%, amounting to ` 7,673 Lakh. The EBITDA for FY for
increasing female alcohol consumers. The market's robust (Source: Research and Markets) momentum due to its potential to address sustainability
the year grew by 23% over FY 2022-23.
growth prospects are forecasted at a 7.4% compound concerns and diversify feedstock sources. As of recent
annual growth rate (CAGR) through 2030, buoyed GROWTH DRIVERS FOR INDIAN ALCOHOLIC data, India's production capacity for ethanol from Profit Before Tax (PBT): PBT increased by 23% from
by ongoing urban migration and evolving consumer BEVERAGES MARKET: molasses-based distilleries was approximately 4.26 Billion ` 5,548 Lakh in FY 2022-23 to ` 6,829 Lakh in FY 2023-24.
preferences. However, navigating regulatory complexities, liters in 2021, whereas grain-based distilleries produced
India offers strong growth prospects for beverage alcohol Finance Cost: Increased to ` 367 Lakh from ` 142 Lakh in
including liquor licensing and sourcing regulations that around 2.58 Billion liters. This highlights a growing reliance
vary by state, remains crucial for industry players aiming companies in 2024 and beyond, driven by a mix of FY 2022-23.
positive demographics, premiumization, an increasingly on grains like maize and barley for ethanol production,
to capitalize on India's expanding alcohol market amidst driven by their availability and economic viability. Depreciation: Increase to ` 1,440 Lakh compared to
dynamic demographic shifts and urbanization trends. sophisticated retail channel, and a progressively more
adventurous consumer base. ` 1,439 Lakh in FY 2022-23.
The shift towards grain-based ethanol is crucial as India
(Source: www.eiriindia.org, www.business-standard.com ) aims to expand its total ethanol production capacity
Tax Expense: stood at ` 1,766 Lakh from ` 1,392 Lakh in Dividend: The Board of Directors have recommended a RISK MANAGEMENT culture that fosters employee retention and performance
FY 2022-23. dividend of 20% i.e. ` 2 per share (face value of ` 10.00 per through robust personnel management practices,
share) for FY 24, a growth of 100% in comparison to FY 23. Input Cost Inflation Risk: development initiatives, productivity enhancements,
Net Profit: Net profit for the year amounted to ` 5,062 The company’s primary input basket, dominated by key and rewards programs. The team consists of diverse
Lakh, reflecting an increase of 22% from ` 4,156 Lakh in Net Worth: As of 31st March 2024, the company's net professionals spanning different generations and
grains, coal, glass bottles, and PET resin, is susceptible to
FY 2022-23. worth was ` 42,285 Lakh, compared to ` 36,340 Lakh on fluctuations in supply and price. Interruptions or increases backgrounds, contributing a wealth of experience and a
31st March 2023. in input costs could impact production expenses, thereby strong commitment to continuous learning. The company
Earnings Per Share (EPS): Basic and diluted EPS stood at
Free Cash: Free cash stood at ` (5,610) Lakh due to an affecting profit margins. remains dedicated to nurturing employee capabilities,
` 28 for FY 2023-24.
equipping them with essential tools to thrive in a dynamic
increase in capital expenditure.
Mitigation Strategy: industry and adapt to future challenges.
To mitigate these risks, the company has cultivated long- The company’s industrial facilities operate seamlessly
Business Outlook: term relationships with its suppliers, ensuring continuous without the presence of labour unions, ensuring
The Ethanol plant is operating in full swing availability of raw materials. Strategic long-term contracts uninterrupted operations and minimal disruption. This
are also in place for all major inputs wherever feasible. is attributed to the company’s HR policies that foster
The company plan for geographical expansion and the launch of premium products are working as These measures stabilize costs and reduce the impact of high employee satisfaction, sustained motivation, and
per expectations price volatility on operations. a commendable retention rate. As of March 31, 2024,
The price of crucial inputs like Grain and packing materials remains elevated. the company employs a workforce of 1,400 individuals,
Competition Risk: comprising both permanent staff and contract labor,
The company is focusing on operational efficiencies and implementing prudent cost control measures, which The company operates in a competitive market where supporting its efficiency and growth objectives.
are expected to deliver positive results in the future. competitive pressures could influence overall growth
The company has established a wholly owned subsidiary in UP, setting up of bottling cum distillery plant; land and earnings. INTERNAL CONTROL SYSTEM:
acquisition is in process. The company maintains a robust internal control policy
Mitigation Strategy:
aligned with its scale and operational requirements,
To address this risk, the company maintains a diverse overseen by the Board of Directors. This policy aims
Details of significant changes in key financial ratios: product portfolio and emphasizes continuous innovation. to ensure management efficiency, measurability, and
Leveraging deep insights into consumer preferences, compliance with applicable laws and regulations
Ratios FY 2023- FY 2022- Change Remarks coupled with an extensive distribution network and while safeguarding the reliability of accounting and
24 23 strategically located manufacturing facilities, positions the management information and protecting the company’s
Net profit margin % 7 6 12% An increase in sales realization and operation efficiency company for sustained growth and market expansion. assets. The Board ensures the sufficiency, effectiveness,
measures has resulted in an increase in the ratio. and implementation of these controls to swiftly identify
Regulatory Risk: and manage operational, compliance-related, economic,
Operating profit % 11 10 10% An increase in sales realization and operation efficiency
margin measures has resulted in an increase in the ratio. The company operates in a highly regulated industry with and financial risks, thereby supporting the company’s
evolving marketing regulations and product duties. overall operational integrity and strategic objectives.
Debtor’s turnover times 28.6 33.4 (14)% A decrease in average debtors has resulted in an
improvement in the ratio
Mitigation Strategy: CAUTIONARY STATEMENT:
Stock turnover times 4.54 5.01 (9)% A decrease in average inventory has resulted in an
The company diversifies its business portfolio, The statements provided in this section regarding AABL
improvement in the ratio encompassing the production and sale of ENA, IMIL, IMFL, encompass the Company’s objectives, projections,
Debt-equity ratio % 0.25 0.26 (6)% No significant change licensed brands, and contract manufacturing for Diageo- expectations, and estimations, which may be classified
Current ratio times 1.75 2.48 (30)% The increase in current assets and current liabilities due USL. This diversified revenue stream reduces dependency as forward-looking statements according to applicable
to the new ethanol business has reduced the current on any single market segment. With over four decades securities laws and regulations. It is important to
ratio. of industry experience, the company has successfully acknowledge that these statements are inherently
navigated various market cycles, underscoring the subject to various risks and uncertainties, including
Interest service times 24 50 (52)% An increase in finance cost due to ethanol loans has
leadership team’s ability to manage regulatory challenges. but not limited to regulatory changes, local political or
coverage ratio resulted in a decrease in the ratio.
economic developments, and other factors that could
Return on net % 12 11 5% No significant change Cybersecurity Risk: potentially lead to differences between the actual results
worth
The company’s reliance on various software for day-to-day and the expectations expressed in these forward-looking
operations exposes it to risks such as unauthorized access statements. AABL assumes no obligation to publicly
OPPORTUNITIES: THREATS through hacking or virus attacks, potentially leading to update or revise these statements to reflect subsequent
Increasing Purchasing Power: As disposable incomes Inflation of Raw Material Prices: Rising costs of raw financial loss. events or circumstances. Therefore, stakeholders are
rise, more consumers can afford premium liquor products, materials can squeeze profit margins and increase advised not to base their decisions solely on these
expanding the market potential. production expenses. Mitigation Strategy: forward-looking statements, recognizing the inherent
To mitigate cybersecurity risks, the company has uncertainties involved.
Rising Urbanization: Urban areas are becoming key Availability and Procurement of Inputs: Challenges
hubs for liquor consumption, driven by convenience and in sourcing key ingredients or materials needed for implemented a robust cybersecurity strategy. This includes
evolving lifestyle preferences. production can disrupt operations. deploying firewall systems to create secure barriers
against external threats. The company ensures the use of FOR AND ON BEHALF OF THE BOARD
Demographic Advantage: India’s youthful population Intense Competition: The industry’s domestic and genuine software applications, conducts regular hardware
offers a significant market segment that is increasingly international competitive nature can pressure market updates, maintains up-to-date antivirus solutions, and
open to diverse and premium liquor choices. share and pricing strategies. provides ongoing employee training in cybersecurity best Prasann Kumar Kedia Anshuman Kedia
Enhanced Brand Awareness: Dynamic lifestyles and Regulatory Shifts: Changes in regulations related to practices. Additionally, the company has implemented Managing Director Whole Time Director
increased digital connectivity provide opportunities to production, distribution, advertising, and taxation can a disaster recovery mechanism and Digital Rights DIN: 00738754 DIN: 07702629
strengthen brand visibility and consumer engagement. impact business operations and compliance costs. Management system to ensure resilience and safeguard its
digital infrastructure against cyber threats. Place: Indore
Innovative Product Launches: Continuous innovation Adverse Impact on Brand Reputation: Negative publicity,
Date: 02 May 2024
in product offerings, such as craft liquors and flavored product recalls, or controversies can damage brand
variants, can attract discerning consumers. reputation and consumer trust.
HUMAN RESOURCES:
The company acknowledges the pivotal role of its
Expansion into New Territories: Exploring untapped Cybersecurity Risks: Vulnerabilities in digital platforms employees in driving business success. AABL prioritizes
regional markets within India and potential export markets and data breaches threaten operational integrity and maintaining a skilled workforce and has cultivated a
abroad capitalize on growing demand. consumer data privacy.
Dr. Swaraj Kumar Puri (DIN: 10522141) has been 16. RELATED PARTY TRANSACTIONS
Further, the Board has appointed M/s K. Arun & 26. FIXED DEPOSITS
appointed as additional Director on 26th February, Co. (Practicing Company Secretaries), Kolkata as
All related party transactions that were entered during
During the year your company has not accepted
2024 and confirmed in the Extra Ordinary General Secretarial Auditor for the financial year 2024-25.
the financial year were on an arm’s length basis and any deposit from public under Section 73 of the
Meeting held on 23rd March, 2024.
were in the ordinary course of business and that the Companies Act, 2013 and Companies (Acceptance of
Mr. Nitin Tibrewal (DIN: 01892892) term as an provision of section 188 of the Companies Act, 2013 20. COST AUDIT Deposit) Rules, 2014.
Independent Director has been completed on and the Rules made thereunder are not attracted. The Cost Audit was not applicable for the financial
31st March, 2024 from the closure of business hours. Thus, disclosure in form AOC-2 in terms of section 134 year 2023-24. 27.GENERAL
of the Companies Act, 2013 is not required. Further
The Board on the recommendation of the Audit Your Directors state that no disclosure or reporting
11. KEY MANAGERIAL PERSONNEL there is no material related party transaction during
Committee has appointed M/s M.P. Turakhia & is required in respect of the following items as there
the year under review with the Promoter, Directors or
During the period under review following are the Associates Cost Accountant as the Cost Auditor for were no transactions on these items during the year
Key Managerial Personnel.
Key Managerial Personnel of the company as on 31st the financial year 2024-25. under review:
March, 2024: All related party transactions are places before the
• Issue of equity shares with differential rights as to
Audit Committee as also the Board of Directors for 21. ANNUAL RETURN
1. Mr. Prasann Kumar Kedia – Managing Director dividend, voting or otherwise.
approval. Omnibus approval was obtained on a yearly
Pursuant to Section 92(3) read with Section 134(3)(a)
2. Mr Anshuman Kedia – Whole Time Director (has basis for transactions which are repetitive in nature. • Issue of shares (including sweat equity shares) to
of the Companies Act, 2013 the Annual Return as on
been redesignated as Whole Time Director & CEO The details of the related party transaction are employees of the Company under any scheme.
31st March, 2024 is available on the Company’s website
w.e.f. 02nd May, 2024). disclosed in Notes No. 43 of the Financial Statements.
on https://associatedalcohols.com/investor-contact/ • No significant or material orders were passed
3. Mr. Tushar Bhandari - Whole Time Director by the Regulators or Courts or Tribunals which
17. RISK MANAGEMENT AND ADEQUACY OF impact the going concern status and Company’s
4. Mr. Ankit Agrawal – Chief Financial Officer 22.SECRETARIAL STANDARD
INTERNAL FINANCIAL CONTROLS operations in future.
During the year under review, the Company has
5. Mr. Sumit Jaitely – Company Secretary The Company’s system of financial and compliance complied with the applicable provisions of the
•
During the year under review, there were no
controls with reference to the financial statements and Secretarial Standards issued by the Institute of cases filed or reported pursuant to the sexual
12. MEETING risk management is embedded in the business process Company Secretaries of India. harassment of Women at Workplace (Prevention,
by which the Company pursues its objectives. Prohibition and Redressal) Act, 2013.
During the year Eight (8) Board, Five (5) Audit
Committee, Three (3) Stakeholders Relationship
Management is responsible for establishing 23.
CONSERVATION OF ENERGY, • No instances of fraud reported by auditor under
committee, Two (2) Nomination and Remuneration and maintaining adequate disclosure controls TECHNOLOGY ABSORPTION AND section 143(12) of the Companies Act, 2013.
Committee, Four (4) CSR Committee Meetings and and procedures and adequate internal controls
FOREIGN EXCHANGE EARNINGS •
There are no proceedings initiated/ pending
Two (2) Risk Management Committee Meetings over financial reporting with respect to financial
were convened and held. The details of the same is statements besides its effectiveness in the context of
/ OUTGO against the Company under the Insolvency and
disclosed in Corporate Governance report. applicable regulations.
Information required under Section 134(3) (m) of Bankruptcy Code, 2016
the Companies Act, 2013 read with Rule 8(3) of the
The Internal Auditor, the Audit Committee as well as • During the financial year under review, there were
13.
PERFORMANCE EVALUATION OF Companies (Account) Rules, 2014 with respect to
the Board of Directors conduct from time to time an no instances of one-time settlement with any bank
conservation of energy, technology absorption and
BOARD, COMMITTEES & DIRECTORS evaluation of the adequacy and effectiveness of the or financial institution.
foreign exchange earnings/ outgo is appended hereto
Pursuant to the provisions of the Companies Act, system of internal controls for financial reporting with as “Annexure D” and forms part of this report. • The company did not undergo any change in the
2013 and the Regulation 25 SEBI (Listing Obligations respect to financial statements.
nature of its business during the financial year.
and Disclosure Requirements) Regulations, 2015, the
24. PARTICULARS OF LOANS, GUARANTEES
Board of Directors adopted a formal mechanism for 18. AUDITORS 28.
PARTICULARS OF EMPLOYEES AND
evaluating its performance and as well as that of its AND INVESTMENTS UNDER SECTION 186
M/s Singhi & Co., Chartered Accountants, Kolkata RELATED DISCLOSURE
committees and individual Directors. OF THE COMPANIES ACT, 2013
(FRN: 302049E) were re-appointed as Statutory
The particulars of Loans, Guarantees and Investment in
The relation between the employees and the
The Directors were satisfied with the evaluation results, Auditors of your company at the 33rd Annual General
pursuance to Section 186 of the Companies Act, 2013 management has been cordial throughout the year
which reflected overall engagement of the Board and Meeting held on 05th August, 2022, for the second
are given in the Notes No. 50 the financial statements. under review and the Directors place on record their
its Committees with the Company. term of 5 (five) consecutive years to hold office till
appreciation for the efficient services rendered by the
the conclusion of 38th Annual General Meeting of the
25.
SUBSIDIARY COMPANY: Associated employees at all levels.
14. CORPORATE SOCIAL Company to be held in the year 2027.
RESPONSIBILITY INITIATIVES The Report given by the Auditors on the financial
Alcohols & Breweries (Awadh) Limited
Disclosures pertaining to remuneration and other
During the year, the Company has incorporated a details as required under Section 197(12) of the Act
As part of its initiatives under “Corporate Social statement of the company forms part of this Report and
wholly-owned subsidiary, “Associated Alcohols and read with Rule 5(1) of the Companies (Appointment
Responsibility” (CSR), the company has constituted are self-explanatory. There has been no qualification,
Breweries (Awadh) Limited” (“AABL Awadh”), on 23rd and Remuneration of Managerial Personnel) Rules,
Corporate Social Responsibility Committee. The CSR reservation, adverse remark or disclaimer given by the
February, 2024 to establish a bottling cum distillery 2014 is annexed hereto as “Annexure A” and forms
Committee has framed the CSR policy of the company. Auditors in their Report.
unit in the state Uttar Pradesh. The initial investment part of this report.
The Committee has made expenditure which form
19. SECRETARIAL AUDIT and certificate of commencement of business by the
part of this report.
AABL Awadh has been obtained after 31st March, 2024. 29. V I G I L MECHANISM/ WHISTLE
The Board of Directors under section 204(1) of
Annual Report on CSR activities is annexed herewith
the Companies Act, 2013 read with the Companies Hence, the board is of the view that requirement for BLOWER POLICY
as “Annexure B”.
(Appointment and Remuneration of Management the consolidation of accounts is not applicable for the
The company has a Vigil Mechanism/Whistle
Personnel) Rules, 2014 has appointed M/s K. Arun & Co. financial year ended 31st March, 2024. Blower Policy to deal with instance of fraud and
15. CORPORATE GOVERNANCE (Practicing Company Secretaries), Kolkata to conduct mismanagement, if any. The details of the policy is
The Company has complied with the mandatory Statement containing the salient features of Financial explained in the Corporate Governance Report and
secretarial audit of the company for the financial year
provisions of Corporate Governance as prescribed in Statement of subsidiary pursuant to provisions of also posted on the website of the company.
2023-24. The Secretarial Audit report for the Financial
the Regulation 27 of the SEBI (LODR) Regulations, section 129(3) in form AOC-1 annexed herewith as
Year ended 31st March, 2024 is annexed herewith as
2015 as applicable to the Company. A separate report “Annexure F” and forms part of this report.
“Annexure C” and forms part of this report. The report
on Corporate Governance and Auditors Certificate is self-explanatory and do not call for any comments. The Company did not have any Associate Company or
thereon are included as part of the Annual Report. Joint Venture.
Place: Indore
Date: 02 May 2024
FOR AND ON BEHALF OF THE BOARD Sr. No. Name Status Designation
1 Mr. Tushar Bhandari Executive Director Chairman
Prasann Kumar Kedia Anshuman Kedia 2 Mr. Nitin Tibrewal Independent Director Member
Managing Director Whole Time Director 3 Mr. Debashis Das Independent Director Member
DIN: 00738754 DIN: 07702629
4. Average Net Profit of the Company for last three financial years: ` 74,15,81,743/-
Place: Indore 5. Prescribed CSR Expenditure (Two percent of amount as in item no. 4 above): ` 1,48,31,635/-
Date: 02 May 2024
6. Detail of CSR spends for the financial year:
a. Total Amount Spent for the Financial Year: ` 1,53,77,000/-
b. Amount Unspent if any: NA
c. Manner in which the amount spent during the financial year:
(Amount in `)
Sr. Name of Implemented through Amount Amount Amount Unspent
No. CSR Project Sanctioned Disbursed Utilised Amount if Any
1 Education & LMD Educational and 1,50,00,000 1,50,00,000 150,00,000 -
Training Research Foundation Trust
2. Promoting Direct 3,77,000 3,77,000 3,77,000 -
Education
3. Total 1,53,77,000 1,53,77,000 1,53,77,000 -
Place: Indore
Date: 02 May 2024
Annexure C as an Additional Non- Executive Independent Director of referred laws, rules, regulations, guidelines, standards etc.,
the Company on and from 26th February, 2024 and his having a major bearing on the Company’s affairs.
SECRETARIAL AUDIT REPORT appointment was ratified in the Extraordinary General
We further report that, the Board of Directors on its
FOR THE FINANCIAL YEAR ENDED 31ST DAY OF MARCH, 2024 Meeting of the Company held on 23rd March, 2024.
meeting held on 10th August, 2023 had decided to withdraw
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Adequate Notice is given to all Directors to schedule the the Scheme of Amalgamation with and into Mount Everest
of Managerial Personnel) Amendment Rules, 2015] Board/Committee meetings. Information and circulation of Breweries Limited (“MEBL”) under Section 230 to 232 of
the agenda with detailed information thereof, convening the Companies Act, 2013 due to significant delay in the
of meetings was done in compliance with the applicable initial approval process by the exchanges.
To, laws, rules, regulations and guidelines, etc. A system
The Members, exists for seeking and obtaining further information and
Associated Alcohols & Breweries Limited clarifications on the agenda items before the meeting and
CIN: L15520MP1989PLC049380 for meaningful participation at the meeting.
Place: Kolkata
We further report that, the Company has made Compliance Date: 02 May 2024 For K. Arun & Co
We have conducted the Secretarial Audit of the compliance c. Madhya Pradesh County Spirit Rules, 1995;
with the provisions of SEBI (Listing Obligations and Company Secretaries
of applicable statutory provisions and the adherence
d. Madhya Pradesh Distillery Rules, 1995 Disclosure Requirements) Regulations, 2015 and SEBI
to good corporate practices by Associated Alcohols &
(Prohibition of Insider Trading) Regulations, 2015 and Arun Kumar Khandelia
Breweries Limited (hereinafter called “the Company”).
We have also examined the compliance by the
SEBI (Substantial Acquisition of Shares and Takeovers) Partner
The Audit was conducted in a manner that provided us a company of the following statutory provisions/
Regulations, 2011. FCS: 3829
reasonable basis for evaluating the corporate conducts/ standards/regulations:
C.P. No.: 2270
statutory compliances and expressing our opinion thereon. We further report that, there are adequate systems and
a. The uniform Listing Agreements entered into by UDIN: F003829F000289092
processes in the Company commensurate with the size
Based on our verification of books, papers, minute books, the Company, with BSE Limited & National Stock
and operations of the Company to monitor and ensure
forms and returns filed and other records maintained by Exchange Limited;
compliance with applicable laws, rules, regulations and
the Company and also the information provided by the
b. The Securities & Exchange Board of India (Listing guidelines as also represented by the management.
Company, its officers, and authorized representatives
Obligations and Disclosure Requirements)
during the conduct of Secretarial Audit, we hereby report We further report that, during the period under review,
Regulations, 2015;
that in our opinion the Company has, during the audit as explained and represented by the management, there
period covering the financial year ended 31st March, 2024 c. The Secretarial Standards (SS - 1 and SS – 2) issued were no specific events/actions in pursuance of the above
complied with the statutory provisions listed hereunder by the Institute of Company Secretaries of India.
and also that the Company has proper board-processes
and compliance-mechanism in place to the extent, in the We further report that:
manner and subject to the reporting made hereinafter: The Board of Directors of the Company is duly constituted
We have examined the books, papers, minute books, with proper balance of Executive Director, Non-
forms and returns filed and other records maintained by Executive Directors, Independent Directors and Woman
the Company for the financial year ended 31st March, 2024 Director. All requisite compliances were undertaken by
according to the provisions of: the company in consonance with Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
I.
The Companies Act, 2013(the Act) and the rules Regulations, 2015 for the changes in the composition of
made thereunder; the Board made during the year. During the year under
II. The Securities Contracts (Regulation) Act, 1956 and review, Mr. Prasann Kumar Kedia, who had been initially
the rules made thereunder; appointed as an Additional Director (termed as Managing
Director) and Mr. Anshuman Kedia, who had been initially
III. The Depositories Act, 1996 and the Regulations and appointed as an Additional Director (termed as Whole
Bye-laws framed thereunder; Time Director) in the Board Meeting held on 08th May,
2023, were confirmed in their respective roles of Managing
IV. The following Regulations (as amended from time to
Director and Whole Time Director at the Company’s 34th
time) and Guidelines prescribed under the Securities
Annual General Meeting held on August 2, 2023. Further,
and Exchange Board of India Act, 1992: -
Mr. Sanjay Kumar Tibrewal who was appointed as Whole-
(a)
The Securities and Exchange Board of India time Director w.e.f. 20th August, 2021, resigned from his
(Substantial Acquisition of Shares and Takeovers) position on 08th May, 2023. Further, the designation of
Regulations, 2011; Mr. Debashis Das who was appointed as Non- Executive
& Non - Independent Director w.e.f., 05th August, 2020
(b)
The Securities and Exchange Board of India
was changed to Non- Executive & Independent Director
(Issue of Capital and Disclosure Requirements)
w.e.f., 08th May, 2023 and the same had been confirmed
Regulations, 2018;
in the 34th Annual General Meeting of the Company held
(c)
The Securities and Exchange Board of India on 02nd August, 2023. Further, Mr. Tushar Bhandari who
(Prohibition of Insider Trading) Regulations, 2015; was liable to retire by rotation had offered himself for re-
appointment and his appointment had been confirmed
(d)
The Securities and Exchange Board of India
in the 34th Annual General Meeting of the Company
(Registrars to an Issue and Share Transfer Agents)
held on 02nd August, 2023. Additionally, the tenure of
Regulations, 1993;
Ms. Homai Ardeshir Daruwalla, appointed as a Non-
V. The following Industry Specific law(s): Executive Independent Director, concluded on May 15,
2023 and that of Mr. Nitin Tibrewal, appointed as a Non-
a. Madhya Pradesh Excise Act, 1915;
Executive Independent Director, concluded on March 31,
b. M.P. Foreign Liquor Rules, 1996; 2024. Further, Dr. Swaraj Kumar Puri had been appointed
I hereby report that, during the Review Period the compliance status of the listed entity is appended as below: The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015
Sr. Particulars Compliance Observations /Remarks within the time limits prescribed thereunder
No. Status (Yes/ by PCS 10. Prohibition of Insider Trading: Yes
No/ NA)
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI
1. Secretarial Standards: Yes
(Prohibition of Insider Trading) Regulations, 2015.
The compliances of the listed entity are in accordance with the 11. Actions taken by SEBI or Stock Exchange(s), if any: N.A.
applicable Secretarial Standards (SS) issued by the Institute
No action(s) has been taken against the listed entity/ its promoters/
of Company Secretaries India (ICSI), as notified by the Central
directors/ subsidiaries either by SEBI or by Stock Exchanges
Government under section 118(10) of the Companies Act, 2013 and
(including under the Standard Operating Procedures issued by SEBI
mandatorily applicable.
through various circulars) under SEBI Regulations and circulars/
2. Adoption and timely updation of the Policies: Yes
guidelines issued thereunder except as provided under separate
• All applicable policies under SEBI Regulations are adopted with paragraph herein.
the approval of board of directors of the listed entities 12. Additional Non-compliances, if any: No No additional non-
compliance was
• All the policies are in conformity with SEBI Regulations and have No additional non-compliance observed for any SEBI regulation/
observed for SEBI
been reviewed & updated on time, as per the regulations/circulars/ circular/guidance note etc.
regulation/circular/
guidelines issued by SEBI
guidance note during
the year under review.
Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder,
Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019: except in respect of matters specified below:
Sr. Particulars Compliance Status Observations / Sr. Com- pliance Regu- Deviations Action Type of Details of Fine Obser- Man- Re-
No. (Yes/No/ NA) Remarks by PCS* No. Require- lation/ Taken Action Violation Amount vations/ age- marks
1 Compliances with the following conditions while appointing/re- ment (Regu- Circular by Remarks ment Re-
appointing an auditor lations/ No. of the sponse
circulars/ Practicing
i. If the auditor has resigned within 45 days from the end of a N.A. Not Applicable
guide- lines Company
quarter of a financial year, the auditor before such resignation, during the period
including Secretary
has issued the limited review/ audit report for such quarter; or under review
specific
ii. If the auditor has resigned after 45 days from the end of a clause)
quarter of a financial year, the auditor before such resignation, - - - - - - - - - - -
has issued the limited review/ audit report for such quarter as
well as the next quarter; or (a) The listed entity has taken the following actions to comply with the observations made in previous reports:
iii. If the auditor has signed the limited review/ audit report for the Sr. Com- pliance Regu- Deviations Action Type of Details of Fine Obser- Man- Re-
first three quarters of a financial year, the auditor before such No. Require- lation/ Taken Action Violation Amount vations/ age- marks
resignation, has issued the limited review/ audit report for the ment (Regu- Circular by Remarks ment Re-
last quarter of such financial year as well as the audit report for lations/ No. of the sponse
such financial year. circulars/ Practicing
2 Other conditions relating to resignation of statutory auditor guide- lines Company
i. Reporting of concerns by Auditor with respect to the listed N.A. Not Applicable including Secretary
entity/its material subsidiary to the Audit Committee: during the period specific
under review. clause)
a. In case of any concern with the management of the - - - - - - - - - - -
listed entity/material subsidiary such as non-availability
of information / non-cooperation by the management
which has hampered the audit process, the auditor has
approached the Chairman of the Audit Committee of the
listed entity and the Audit Committee shall receive such
concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings.
Place: Kolkata For K. Arun & Co.
b. In case the auditor proposes to resign, all concerns with Date: 02 May 2024 Company Secretaries
respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit
Committee. In cases where the proposed resignation is Arun Kumar Khandelia
due to non-receipt of information / explanation from the Partner
company, the auditor has informed the Audit Committee FCS: 3829
the details of information/ explanation sought and not C.P. No.: 2270
provided by the management, as applicable. UDIN: F003829F000289147
Annexure D Annexure E
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE STATEMENT OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AS PER
EARNINGS AND OUTGO RULE 5(2) READ WITH RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION
Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies OF MANAGERIAL PERSONNEL) RULES, 2014 AS AMENDED
(Account) Rules, 2014
Sr. Name Designation Remuneration Qualification Date of Joining Age Last Employed
No ` in Lakh Company
A. CONSERVATION OF ENERGY 1 Prasann Managing 360.00 MBA 30 01/04/1994 52 NA
Your Company continues to give the highest priority to the conservation of the energy. All aspects of generation and Kumar Kedia Director Years of vast
usage are regularly reviewed and the company is committed towards conservation of energy and aimed at improving Experience
efficiency through innovative measures. 2 Anshuman Whole-Time 214.00 Post 01/11/2015 31 NA
Kedia Director Graduate in
Steps taken or impact on conservation of energy. Finance
I. Installation of energy efficient lighting fixtures 3 Sangita Kedia VP-ESG 106.00 Graduate 01/11/2015 59 NA
II. Reducing power consumption in cooling towers 4 Shweta Kedia VP-CSR 106.00 Graduate 01/11/2015 51 NA
5 HK Bhandari Senior 94.56 B.E. 01/10/2020 (Re- 75 NA
III. Replacement of inefficient motors
Executive appointment)
6 Sanjay Kumar President 78.62 Graduate 01/04/1994 50 NA
B. TECHNOLOGY ABSORPTION Tibrewal Purchase
Your company continues to invest in research and development and as a result the Company has adopted the latest 7 Arun Sahni Unit Head 73.18 Mechanical 05/04/2023 60 PEB STEEL
technology in its production process. The Company has an inbuilt system of research and development and has not Engineer LLOYD (I) Ltd
imported any technology.
8 Tushar Whole Time 70.95 MBA 01/11/2014 43 Kotak Mahindra
Bhandari Director Bank
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
9 Ankit CFO 36.64 CA, CS 01/10/2022 37 Prataap Snacks
` in Lakhs Agrawal LTD
Particular 2023-24 2022-23 10 Sandeep Senior – VP 35.30 Graduate 01/11/2015 57 NA
Purchase of Stores & Spares/Import of Machinery Nil 47.14 Tibrewal
Foreign Travelling Expenses 48.02 49.84
Expenditure in foreign currency/Professional Development Expenses Nil Nil
Earning from Export/Sale of Spirit and IMFL* 446.26 99.91
* The Export is done in Indian Rupees through Export Houses
FOR AND ON BEHALF OF THE BOARD
Place: Indore
Prasann Kumar Kedia Anshuman Kedia
Date: 02 May 2024
Managing Director Whole Time Director
DIN: 00738754 DIN: 07702629
Place: Indore
Date: 02 May 2024
Annexure - F
Corporate Governance Report
COMPANY’S PHILOSOPHY ON (ii) Committees of Directors: such as Audit Committee
Form AOC-1 CORPORATE GOVERNANCE (AC), Nomination and Remuneration Committee
(NRC), Corporate Social Responsibility (CSR)
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Associated Alcohols & Breweries Limited (AABL) is Committee, Stakeholder Relationship Committee
committed to the adoption of best governance practices. (SRC), Risk Management Committee (RMC)
Part “A”: Subsidiaries The company’s vision document spells out a direction
(Information in respect of each subsidiary to be presented with amounts in `) and Operational Committee(OC) the various
for the policies and procedures that ensure long-term committees focuses on financial reporting,
sustainability. We believe that Corporate Governance is a audit & internal controls, compliance issues,
Sr. No. Particulars Details voluntary and self-discipline code, thus value creation for appointment and remuneration of directors and
1 Sr. No. 1 stakeholders is a continuous endeavor at ‘AABL’. senior management employees, implementation
2 Name of the subsidiary Associated Alcohols & On the same lines, the Company has always followed fair monitoring of CSR activities and the risk
Breweries (Awadh) Limited business and corporate practices while dealing with the management framework.
3 The date since when subsidiary was acquired/incorporated February 23, 2024 shareholders, employees, customers, creditors, lenders (iii) Executive Management: The entire business
and the society at large. In harmony with this philosophy, including various functions and the support
4 Reporting period for the subsidiary concerned, if different from the holding NA the Company relentlessly strives for excellence by
company’s reporting period services being managed with demarcated
benchmarking itself with esteemed companies with good responsibilities and authorities at different levels.
5 Reporting currency and Exchange rate as on the last date of the relevant NA corporate governance.
Financial year in the case of foreign subsidiaries
Your company is compliant with Regulation 27 of the SEBI 2. BOARD OF DIRECTORS:
6 Share capital 100,000 (LODR) Regulations, 2015 as applicable to the Company.
7 Reserves & surplus NA* A. Composition of the Board:
The details of which are as follows:
8 Total assets NA* The Board of directors of the company consists
9 Total Liabilities NA* of an optimum combination of Executive, Non-
1. THE GOVERNANCE STRUCTURE: executive and Independent Directors, to ensure
10 Investments NA* AABL’s governance structure is based on the principles the independent functioning of the Board. The
11 Turnover NA* of freedom to the executive management within a composition of the Board also complies with the
12 Profit before taxation NA* given framework to ensure that the powers vested provisions of the Companies Act, 2013 and the
in the executive management are exercised with SEBI (LODR) Regulations, 2015. As at the end of
13 Provision for taxation NA*
due care and responsibility to meet the expectation financial year 2023-24, the total Board consists of
14 Profit after taxation NA* of all the stakeholders. In line with these principles, Seven (7) Directors, out of which Four (4) are Non-
15 Proposed Dividend NA* the Company has formed three tiers of Corporate executive Independent Directors who are having
16 Extent of shareholding (In percentage) 100% Governance structure, viz.: expertise in their respective functional areas and
capable of bringing in a wide range of managerial
(i) The Board of Directors: The primary role of the
skills, business and professional acumen.
1. Names of subsidiaries which are yet to commence operations: Associated Alcohols & Board is to protect the interest and enhance
Breweries (Awadh) Limited value for all the stakeholders. It conducts overall The composition of the Board of Directors and
2. Names of subsidiaries which have been liquidated or sold during the year: NA strategic supervision and control by setting the the number of Board/Committee in which they
goals & targets, policies, governance standards, are Chairman/ Member as on 31st March, 2024 are
*Note: Since Associated Alcohols & Breweries (Awadh) Limited (“subsidiary company”) has incorporated on 23rd February, reporting mechanism & accountability and as under:
2024 and Certificate of Commencement of Business has been obtained after 31st March, 2024. As the initial investment in decision making process to be followed.
the AABL Awadh has been made after 31st March, 2024. Hence, the requirement for the consolidation of accounts is not
Name of Director Category Number of Directorship No. of Committee position held in
applicable for the financial year ended 31st March, 2024
held in the other Public other Listed Public Companies
The Company does not have any Associate Company, Joint Ventures as on 31st March, 2024 Listed Companies Chairman Member
Mr. Prasann Kumar Kedia Executive Director - Nil Nil Nil
Managing Director Promoter
(DIN: 00738754)
Mr. Anshuman Kedia Executive Director – Nil Nil Nil
For Associated Alcohols & Breweries Limited Whole Time Director Promoter Group
(DIN: 07702629)
Mr. Tushar Bhandari Executive Director Nil Nil Nil
Prasann Kumar Kedia Anshuman Kedia
Whole Time Director
Managing Director Whole Time Director
(DIN: 03583114)
DIN: 00738754 DIN: 07702629 Dr. Swaraj Kumar Puri* Non-executive & Nil Nil Nil
Independent Director Independent Director
Place: Indore (DIN: 10522141)
Date: 02 May 2024 Mr. Nitin Tibrewal** Non-executive & Nil Nil Nil
Independent Director Independent Director
(DIN: 01892892)
Mr. Debashis Das Non-executive & Nil Nil Nil
Independent Director Independent Director
(DIN: 08755043)
Ms. Apurva Pradeep Joshi Non-executive & 3 1 4
Independent Director Independent Director
(DIN: 06608172)
*Dr. Swaraj Kumar Puri has been appointed as an Independent Director of the company w.e.f. 26th February, 2024.
**The term of Mr. Nitin Tibrewal -Independent Director of the Company has been completed on 31st March, 2024 from the closure of the business hours.
Name of the other Listed Entities where the person is a Director & category of Directorship: Board & committees, experience & competencies, L. Web link where detail of Familiarization
performance of specific duties & obligations, Programme is disclosed:
Name of the Directors Name of the other Listed Entities in which Category
governance issues etc. In case of evaluation of the
person is a Director/holds Directorship
With a view to familiarize the Independent
individual directors, one to one meeting of each
Ms. Apurva Pradeep Joshi Quick Heal Technologies Limited Non-executive & Independent Director Directors with the Organization Functions and
Director with the Chairman of the Board and the
set up and their roles, rights and responsibilities
Precision Camshafts Ltd Non-executive & Independent Director Chairman of the Nomination and Remuneration
in the company and nature of industry in which
Fidel Softech Limited Non-executive & Independent Director Committee was held.
the company operates etc. The web link https://
The Directors were satisfied with the evaluation associatedalcohols.com/policies/ can be access
B. Selection and Appointment/Reappointment of Director: results, which reflected the overall engagement for details.
The Nomination and Remuneration Committee (NRC) have approved a policy for the selection, appointment and effectiveness of the Board and its Committees.
and remuneration of directors in line with the said policy, the committee facilitates the Board in identification M. List of core skills/expertise/competence
and selection of the directors who shall be of high integrity with relevant expertise and experience to have well H. Code of Conduct: identified by the Board as required in the
diverse Board. Directors are appointed or re-appointed with the approval of the shareholders and shall remain in All the Board members and senior management context of its business and sector for it to
office in accordance with the provisions of the law and the retirement policy laid down by the Board from time- personnel have confirmed compliance with the function and those actually available with
to-time. code. A declaration to that effect signed by the the board:
MD & CFO is attached and forms part of the The following is the list of core skills/expertise/
C. Meeting and Attendance of the Board during the year: Annual Report of the Company. competencies identified by the Board of Directors
Meeting and attendance during the year: as required in the context of the Company’s
I. Prevention of Insider Trading Code: business and that the said skills are available with
During the financial year 2023-24 the Board of Directors met 8 (Eight) times on 15th April, 2023, 08th May,
2023, 24th June, 2023, 10th August, 2023, 08th November, 2023, 25th January, 2024, 26th February, 2024 and 28th
As per SEBI (Prohibition of Insider Trading) the Board Members:
March, 2024. Regulation, 2015, the Company has adopted a
Code of Conduct for Prevention of Insider Trading. 1. Knowledge on Company’s businesses
The details of Board attendance are as under: All the Directors, employees and third parties (Liquor), policies and business culture major
such as auditors, consultants etc. who could risks / threats and potential opportunities
Name of Director No. of Board Meeting No. of Board Attendance at the and knowledge of the industry in which the
have access to the unpublished price sensitive
held during the year Meeting Attended last AGM Company operates.
information of the Company are governed by this
Mr. Prasann Kumar Kedia 8 5 Yes code. The trading window is closed during the 2. Behavioural skills - attributes and
Mr. Anshuman Kedia 8 5 Yes time of declaration of results and occurrence of competencies to use their knowledge and
Mr. Tushar Bhandari 8 8 Yes any material events as per the code. During the skills to contribute effectively to the growth
Mr. Nitin Tibrewal 8 8 Yes year under review there has been due compliance of the Company,
with the said code.
Dr. Swaraj Kumar Puri 8 2 NA 3. Business Strategy, Sales & Marketing,
Mr. Debashis Das 8 6 Yes
J.
Disclosure of Relationship between Corporate Governance, Forex Management,
Ms. Apurva Pradeep Joshi 8 8 Yes Directors inter-se: Administration, Decision Making,
Mr. Sanjay Kumar Tibrewal* 8 2 NA None of the directors are related inter se except 4. Financial and Management skills,
Homai Ardeshir Daruwalla** 8 0 NA Mr. Prasann Kumar Kedia – Managing Director and
5. Technical / Professional skills and specialized
Mr. Anshuman Kedia – Whole Time Director
*Mr. Sanjay Kumar Tibrewal – Whole Time Director has resigned w.e.f. 08th May, 2023. knowledge in relation to Company’s business.
**The term of Ms. Homai Ardeshir Daruwalla as an Independent Director of the company has been completed on 15th May, 2023 from the
closure of business hours
K.
No. of Shares held By Non-Executive Director:
Name of Director No. of Shares
D.
Separate Meeting of Independent information, which is circulated separately or Held
Directors: placed at the meeting) to enable the Board to take
Mr. Nitin Tibrewal 200
informed decisions. Agenda also includes minutes
As stipulated by the Code of Independent Dr. Swaraj Kumar Puri Nil
of the meetings of all the Board, Committees for
Directors under the Companies Act, 2013 and
the information of the Board. Mr. Debashis Das Nil
the SEBI (LODR) Regulations, two (2) separate
meetings of the Independent Directors of the Ms. Apurva Pradeep Joshi Nil
F. Support and Role of Company Secretary:
Company were held on 15th April, 2023 to consider
and recommend of the fresh valuation report and
The Company Secretary is responsible for Matrix Setting out Skills / Expertise / Competencies of the Board of Directors:
fairness opinion in the matter of proposed scheme convening the Board and Committee meetings
Skills / Expertise / Mr. Prasann Mr. Mr. Tushar Mr. Nitin Dr. Swaraj Mr. Debashis Ms. Apurva
of amalgamation with and into Mount Everest preparation and distribution of Agenda and
Competencies Kumar Anshuman Bhandari Tibrewal Kumar Puri Das Pradeep
Breweries Limited as per the SEBI direction and other documents and recording of the Minutes
Kedia Kedia Whole Time Independent Independent Independent Joshi
on 28th March, 2024 to review the performance of the meetings. He acts as interface between Managing Whole Director Director Director Director Independent
of Executive Directors (including the Chairman) the Board and the Management and provides Director Time Director
and the entire Board. The Independent Directors required assistance and assurance to the Board Director
also reviewed the quality, content and timelines of and the Management on compliance and Knowledge about
the flow of information between the Management governance aspects. Company’s product
and the Board and its’ Committees which is Behavioral skills
G. Board Evaluation: Excellent
necessary to effectively and reasonably perform Business Strategy
and discharge their duties. During the year, the Board adopted a formal
mechanism for evaluating its performance and Sales & Marketing
E. Agenda: effectiveness as well as that of its Committees Corporate Governance
All the meetings are conducted as per well-defined and individual directors, including the Chairman Forex Management
Good Knowledge
and structured agenda. All the agenda items are of the Board. For Board and its Committees, the Financial Skills
backed by necessary supporting information and exercise was carried out through a structured Management skills Excellent
documents (except for the critical price sensitive evaluation process covering various aspects of
Technical skills Working Knowledge
the Boards functioning such as composition of the
Skills / Expertise / Mr. Prasann Mr. Mr. Tushar Mr. Nitin Dr. Swaraj Mr. Debashis Ms. Apurva 16. Review compliance with the provisions of SEBI 4.
N OMINATION AND REMUNERATION
(Prohibition of Insider Trading) Regulations,
Competencies Kumar Anshuman Bhandari Tibrewal Kumar Puri Das Pradeep COMMITTEE:
Kedia Kedia Whole Time Independent Independent Independent Joshi 2015 as amended from time to time, at least
Managing Whole Director Director Director Director Independent once in a financial year; (a) Terms of reference:
Director Time Director The Nomination and Remuneration Committee
17. To perform such other functions as may be
Director (NRC) constituted under section 178(1) of the
delegated by the Board and/or mandated by
Professional skills Good Knowledge any regulatory provisions from time to time. Companies Act, 2013 and Regulation 19 of the
Specialized knowledge SEBI (LODR) Regulations, 2015 the details terms
18. To consider and comment on rationale, cost-
in relation to Good Knowledge are as given below.
benefits and impact of schemes involving
Company’s business
merger, demerger, amalgamation etc., on the The terms of reference of the Committee are
listed entity and its shareholders. as follows:
N. Independent Directors confirmation by d. Significant adjustments made in the
19.
To Review with the management, the
financial statements arising out of (i)
formulate the criteria for determining
the Board: statement of uses/application of funds raised
audit findings, qualifications, positive attributes and
All independent directors have given declaration through an issue (right issue/preferential independence of a director and recommend to
that they meet the criteria of Independence as laid e. Compliance with listing and other issue etc) the Board a policy, relating to the remuneration
down and in the opinion of Board the Independent legal requirements relating to for the directors, key management personnel
The Audit Committee has adequate powers and
Directors fulfill the conditions of independence financial statements, and other employees;
detailed terms of reference to play effective role as
specified in section 149(6) of the Companies Act,
f. Disclosure of any related party required under the provisions of section 177 of the (ii)
formulation of criteria for evaluation of
2013 and regulation 16(1)(b) of the SEBI (LODR)
transactions, Companies Act, 2013 and Regulation 18 read with performance of Independent Directors and
Regulations, 2015.
Part C of Schedule II of SEBI (Listing Obligations the Board;
g. Modified opinion(s) in the draft
and Disclosure Requirements) Regulation, 2015 the
3. AUDIT COMMITTEE: audit report;
Audit Committee reviews reports of the internal (iii) devising a policy on Board’s diversity;
(a) Terms of reference: 5. Reviewing, with the management, the auditor, meets statutory auditors as and when (iv) identifying persons who are qualified to
quarterly, half yearly, yearly financial required and discuss their findings, suggestions, become directors and who may be appointed
The Board has constituted a well-qualified Audit
statements, report thereon before submission observations, and other related matters. in senior management in accordance with the
Committee in accordance with section 177 of
to the board for approval; criteria laid down, recommend to the Board
Companies Act, 2013 and Regulation 18 of the SEBI
(b)
Composition, Meeting and Attendance
(LODR) Regulations, 2015. All the members of the
6.
Review and monitor the auditor’s their appointment and removal and carry out
during the year: evaluation of every director’s performance;
Committee are Non-Executive Directors (except independence and performance and
Mr. Tushar Bhandari) with majority of them are The Audit Committee (AC) of the Company as
effectiveness of audit process; (v)
whether to extend or continue the term of
Independent Directors including Chairman. They on 31st March, 2024 comprises of the following
7. Approval or any subsequent modification appointment of the independent director,
possess sound knowledge on accounts, audit, Directors of the Company. The Committee met
of transactions of the company with on the basis of the report of performance
finance, taxation, internal controls etc. 5 (Five) times during the year under review. The
related parties; evaluation of independent directors;
said meetings were held on 15th April, 2023, 08th
The term of reference of Audit Committee inter May, 2023, 10th August, 2023, 08th November, 2023 (vi)
recommendations to board on all the
8. Scrutiny of inter-corporate loans
alia includes the following; and 25th January, 2024. payments made, in whatsoever form, to the
and investments;
1. Oversight of the company’s financial reporting senior management;
9. Evaluation of internal financial controls and Name Designation No. of meeting
process and the disclosure of its financial attended (vii)
assess the list who shall make disclosures to
risk management systems;
information to ensure that the financial the board of directors relating to all material,
Mr Nitin Tibrewal* Chairman 5
statement is correct, sufficient and credible; 10. Reviewing, with the management, performance financial and commercial transactions, where
of statutory and internal auditors, adequacy Mr. Tushar Member 5
2. Recommendation for appointment, they have personal interest that may have a
of the internal control systems; Bhandari
remuneration and terms of appointment of potential conflict with the interest of the listed
Ms. Apurva Member 5 entity at large.
auditors of the company; 11. Reviewing the findings of any internal
Pradeep Joshi
investigations by the internal auditors into
3.
Approval of payment to statutory auditors Mr. Debashis Das# Member 3 (b)
Composition, Meeting and attendance
matters where there is suspected fraud or
for any other services rendered by the during the year:
irregularity or a failure of internal control The term of Ms. Homai Ardeshir Daruwalla as an Independent
statutory auditors; Director of the company has been completed on 15th May,
systems of a material nature and reporting the The Nomination and Remuneration Committee
2023 from the closure of the business hours.
4. Reviewing, with the management, the annual matter to the board; (NRC) of the Company as on 31st March, 2024
#Mr Debashis Das inducted as member of Audit Committee
financial statements and auditor’s report as on 10th August, 2024
comprises of the following Directors of the
12. Discussion with statutory auditors before Company. The Committee met 2 (Two) times during
thereon before submission to the board for *The term of Mr Nitin Tibrewal has been completed on 31st
the audit commences, about the nature and the year under review. The said meetings were
approval, with particular reference to: March, 2024 from closure of business hours
scope of audit as well as post-audit discussion held on 08th May, 2023 and 26th February, 2024.
a.
Matters required to be included in the to ascertain any area of concern; Three out of four members of the audit committee
Director’s Responsibility Statement to be are Non-executive Independent Directors. Name of Designation No. of meetings
13.
To review the functioning of the Whistle
included in the Board’s Report in terms of The Management, Chief Financial Officer, Internal Directors attended
Blower/ Vigil mechanism;
clause (c) of sub-section 3 of section 134 Audit - Team, Senior Executives (in relation to Mr. Nitin Chairman 2
of the Companies Act, 2013,
14.
Approval of the appointment of Chief agenda item concerning respective function/ Tibrewal
Financial Officer after assessing the department) and representative of Statutory
b. Changes, if any, in accounting policies and Mr. Debashis Member 2
qualifications, experience and back ground, Auditors are permanent invitees to the Audit
practices and reasons for the same, Das
etc. of the candidates. Committee Meetings.
c. Major accounting entries involving Ms. Apurva Member 1
15.
To review the system for storage, retrieval, The Company Secretary acts as secretary to Pradeep Joshi
estimates based on the exercise of
display or printout of the electronic records, the committee.
judgment by management, *The term of Ms. Homai Ardeshir Daruwalla as an Independent
if the Books of Accounts are kept in
Director of the company has been completed on 15th May,
electronic mode; 2023 from closure of the business hours.
Ms. Apurva Pradeep Joshi was inducted as member of NRC performance of specific duties & obligations, and take necessary actions for all of the matters (a) To formulate and recommend to the Board, a
on 08th May, 2023
governance issues etc. effecting the interest of the shareholders such as:- Corporate Social Responsibility Policy which
The term of Mr Nitin Tibrewal has been completed on 31st shall indicate the activities to be undertaken
March, 2024 from closure of business hours
(d) Remuneration Policy:
(i)
Resolving the grievances of the security
by the company in areas or subject, specified
holders including complaints related to
(c)
Performance Evaluation for The Company follows a policy on remuneration of
transfer/ transmission of shares, non receipt
in Schedule VII;
Independent Directors: Directors and Senior Management Employees.
of annual reports, non-receipt of declared (b)
To recommend the amount of expenditure
Pursuant to the Provisions of the Companies dividends, issue of new/ duplicate certificates, to be incurred on the activities referred to in
Details of Remuneration to Executive
Act, 2013 and as stipulated under Regulation general meetings, etc. clause (a); and
25 of SEBI (Listing Obligations and Disclosure Directors:
Requirements) Regulations, 2015, the Board The terms of remuneration of Mr. Prasann Kumar
(ii)
Review of measures taken for effective (c) To monitor the Corporate Social Responsibility
of Directors adopted a formal mechanism for Kedia – Managing Director, Mr. Anshuman Kedia exercise of voting rights by the shareholders. Policy of the company from time to time.
evaluating its performance and as well as that of its – Whole Time Director and Mr. Tushar Bhandari (iii) Review of adherence to the service standards (
b)
Composition, Meeting and attendance
Committees and individual Directors. A structured Whole-time Director were approved by the Board adopted in respect of various services
evaluation process covering various aspects of the
during the year:
of Director and approved by shareholders in being rendered by the Registrar & Share
Boards functioning such as Composition of the the 34th and 32nd Annual General Meeting of the Transfer Agent. The Corporate Social Responsibility Committee
Board & committees, experience & competencies, (CSR) of the Company as on 31st March, 2024
company respectively. (iv) Review of the various measures and initiatives comprises of the following Directors of the
for reducing the quantum of unclaimed Company. The Committee met 4 (Four) times
The particulars of remuneration paid to Executive Directors /Whole-time Directors during the financial year 2023-24 are dividends and ensuring timely receipt of during the year under review. The said meetings
as under: dividend warrants, Annual Reports and were held on 10th August, 2023, 08th November,
statutory Notices etc. 2023, 25th January, 2024 and 26th February, 2024.
Name of the Director Salary Perquisites Commission Stock option Period of Contract
(` in Lakh) Details
b)
Composition, Meeting and attendance Sr. Name of Designation No. of Meetings
Mr. Prasann Kumar Kedia 360.00 - - - 5 years from 08.05.2023 during the year: No. Directors attended
Mr. Anshuman Kedia 214.00 - - - 5 years from 08.05.2023 The Stakeholders Relationship Committee (SRC) 1. Mr. Tushar Chairman 4
Mr. Tushar Bhandari 70.95 - - - 5 years from 05.01.2022 of the Company as on 31st March, 2024 comprises Bhandari
Mr. Sanjay Kumar Tibrewal* 5.33 - - - 5 years from 13.04.2021 of the following Directors of the Company. The 2. Mr. Nitin Member 4
Committee met 3 (Three) times during the year Tibrewal
* Mr. Sanjay Kumar Tibrewal – Whole Time Director has resigned w.e.f. 08th May, 2023 under review. The said meetings were held on 3. Mr. Member 4
Services of the Executive Directors /Whole-time Directors may be terminated by either party, giving the other party three 08th May, 2023, 08th November, 2023 and 25th Debashis
months’ notice. There is no separate provision for payment of severance pay and stock option. January, 2024. Das
Details of Remuneration/ sitting fee to Non-Executive Directors: Name of Designation Nos. of meetings
Directors attended 7. RISK MANAGEMENT COMMITTEE:
The details of sitting fee paid to Non-Executive/Independent Directors during the year 2023-24 ended on 31 March, st
d. Book Closure Date: h. Market Price Data: High & Low of each month l.
Distribution of Shareholding as on of business and do not attract the provisions of
27 July, 2024 to 02
th nd
August, 2024 in the Financial Year- 2023-24 31st March, 2024: section 188 of the Companies Act, 2013. The details
of the related party transaction are disclosed in
Range in No. of Number % to Nominal % to
e. Listing in Stock Exchanges: Months BSE NSE shares of Total Value in ` of total Note no. 43 of the Financial Statements.
High Low High Low Holders Holders No. of Shares Capital
BSE Limited National Stock held The Company does not have any related party
April 2023 385.90 321.00 374.70 370.00 transaction that may have a potential conflict with
Exchange of India Up to 1000 28,217 78.51 88,07,530 4.87
Limited May 2023 406.10 350.05 403.70 387.50 1001 to 2000 3,862 10.75 65,63,520 3.63 interests of the Company.
June 2023 425.15 386.60 404.00 395.55 2001 to 3000 1,101 3.06 28,31,260 1.57
Phiroze Jeejeebhoy Exchange Plaza, C-1,
3001 to 4000 599 1.67 22,29,740 1.23 b. Accounting Treatment:
Towers, Dalal Street, Block G,Bandra Kurla July 2023 476.00 391.65 475.00 457.25
4001 to 5000 517 1.44 24,73,450 1.37 In the preparation of the financial statements, the
Mumbai - 400 001 Complex, Bandra (East), August 2023 484.65 416.00 439.50 430.80 5001 to 10000 854 2.38 67,04,720 3.71 company has followed all relevant Accounting
Mumbai - 400 051
September 482.70 416.55 484.00 466.10 10001 to 20000 405 1.13 60,41,960 3.34 Standards notified by the Companies (Accounting
Scrip Code : 507526 Scrip Symbol : 2023 20001 to 30000 122 0.34 31,14,840 1.72
Standards) Rules, 2006 of the Companies Act,
ASALCBR 30001 to 40000 68 0.19 24,06,960 1.33
October 2023 507.85 430.00 465.50 453.30 2013 and has also adopted IND-AS.
ISIN : INE073G01016 ISIN : INE073G01016 40001 to 50000 37 0.10 17,40,560 0.96
November 500.35 444.00 459.45 448.00 50001 to 100000 75 0.21 53,43,030 2.96 The significant accounting policies which are
f. Annual Listing Fee: Annual listing fee for the 2023 100000 above 86 0.24 13,25,34,430 73.31 consistently applied have been set out in the
financial year 2024-25 to the Stock Exchanges i.e. December 516.50 449.05 497.50 481.00 Total 35,943 100.00 18,07,92,000 100.00 Notes No 2,3 and 4 to the Financial Statements.
BSE Limited & National Stock Exchange of India 2023
Limited has been paid. January 2024 529.00 481.00 501.00 485.30 m. Categories of Equity Shareholders as on c. Strictures and Penalties:
31st March, 2024:
The Company has complied with all the
g.
Custodial Fees to Depositories: Fee for February 2024 594.55 399.00 561.20 534.20
the financial year 2024-25 to NSDL and CDSL has March 2024 564.35 459.05 486.25 469.30 Sr. Particulars No. of % to the requirements of regulatory authorities on capital
No Shares total Paid up
been paid. market and no penalties or strictures have been
Share Capital
imposed against it by Stock Exchange or SEBI or
1 Promoters/ Promoter Group 1,07,19,840 59.29
other Statutory Authorities during last three years.
i. Performance of the share price of the company in comparison to NSE Nifty Index 2 Financial Institutions/Banks 100 0.00
3 Bodies Corporate 5,84,793 3.23 d. Vigil Mechanism/Whistle Blower Policy:
700.00 4 Foreign Portfolio Investors 2,16,236 1.20
The company has a vigil mechanism named
5 Indian Public 55,89,738 30.92
fraud and risk management policy to deal with
6 NRIs/ OCBs 3,80,595 2.11
600.00 instance of fraud and mismanagement, if any. The
7 IEPF Authority (MCA) 2,67,779 1.48
8 Any other(clearing member, 3,20,119 1.77
fraud risk management policy ensures that strict
500.00 HUF, Trust, Directors & confidentiality is maintained while dealing with
Relatives, KMP) concern and also that no discrimination will be met
Total 180,79,200 100.00 out to any person for genuinely raised concern.
400.00
h.
Disclosure in relation to Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Place of Incorporation: Indore (Madhya Pradesh)
– 452001
Certification
Redressal) Act, 2013 Number of Complaints Filed/ Name & Date of Appointment of Statutory Auditor [Issued in accordance with the provisions of Regulation 17(8) of SEBI (LODR), 2015]
Disposed/Pending – Nil. M/s Singhi & Co., 24th February, 2024
i.
The company timely disseminates the Audited/ p.
SEBI SCORES: SEBI Scores is web based centralized
Unaudited Financial Results to stock exchanges To
grievance redress system, which enables the
immediately after the approval of Board, these investor to lodge and track their complaints online, The Board of Directors,
are published in Financial Express (English) and your company is also registered on SCORES and is
Naidunia (Hindi) and are also available at https:// prompt in redressing investor grievances. Associated Alcohols & Breweries Limited.
associatedalcohols.com/financial-results/
q.
A quarterly reconciliation of Share Capital
j.
Web link where, policy for determining as required by Securities and Exchange Dear Sir(s),
material subsidiaries is disclosed https:// Board of India (SEBI) is being carried out by
associatedalcohols.com/policies/ Independent Professional. We have reviewed the financial statements and the cash flow statement for the quarter and year ended 31st March, 2024
to the best of our knowledge and belief,
k.
Web link where, policy on dealing with related r.
The Company has complied with the requirement
party transactions, is disclosed: https:// specified in Regulations 17 to 27, clauses (b) to (i) a) (i) These statements do not contain any material untrue statement or omit any material fact or contain statements
associatedalcohols.com/policies/ and (t) of sub- regulation (2) of Regulation 46 of that may be misleading;
l.
Web link under Regulation 27(2) read with Annual the SEBI (LODR) Regulations, 2015.
(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with
Secretarial Compliance Report (‘ASCR’) pursuant s.
Compliance under non-mandatory/discretionary existing accounting standards, applicable laws and regulations.
to Regulation 24(A) of SEBI (LODR) Regulations, requirements as specified in Part E of Schedule II
2015 is disclosed: https://associatedalcohols.com/ of the SEBI (LODR) Regulations 2015: b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
corporategovernance/ which are fraudulent, illegal or in violation of the Company’s code of conduct.
The Company complied with all mandatory
m. There have been no instances of non-compliance requirements and has adopted non-mandatory c) We accept responsibility for establishing and maintaining internal controls for financial reporting, and that have
of any requirement of corporate governance report requirement as per details given below: evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have
and the company has duly complied with the disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,
applicable requirements of the listing regulation. i. The Board: if any, of which we are aware after and steps taken or propose to be taken for rectifying these deficiencies.
The Company does not have Non-
n.
Details of utilization of funds raised d) We have indicated to the Auditors and the Audit Committee:
Executive Chairman.
through preferential allotment under (i) Significant changes in internal control over financial reporting during the year;
Regulation 32 (7A). ii. Shareholder’s Rights:
The quarterly and half yearly results are (ii) Significant changes in accounting policies made during the year and that the same have been disclosed suitably
The Company has allotted 9,00,000 share in the notes to the financial statements; and
warrants, each convertible into one equity share, published in the newspaper, displayed on
on a preferential basis at an issue price of ` 485.00 the website of the Company and are sent to (iii) There have been no instances of significant fraud of which we have become aware and the involvement therein,
each, upon receipt of ` 10,91,25,000/- i.e. 25% of the Stock Exchanges where the shares of the if any, of the management or an employee having significant role in company’s internal control system over
the issue price (i.e. ` 121.25 per warrant) as warrant Company are listed. The half-yearly results are financial reporting.
subscription money. Balance 75% of the issue price not separately circulated to the shareholders.
(i. e. ` 363.75 per warrant) shall be payable within
18 months from the allotment date, at the time of iii. Audit Qualification:
Yours sincerely,
exercising the option to apply for fully paid—up The auditors have not qualified the financial
For Associated Alcohols & Breweries Limited
equity share of ` 10 each of the Company, against statement of the Company. The Company
each warrant held by the warrant holder. The continues to adopt best practices in order to
ensure unqualified financial statements. Prasann Kumar Kedia Ankit Agrawal
funds raised from these warrants are designated
Managing Director Chief Financial Officer
for providing loans or making investments in the
iv. Reporting of Internal Auditor: DIN: 00738754
wholly-owned subsidiary, “Associated Alcohols
and Breweries (Awadh) Limited,” to establish a The Internal Auditors of the Company report
bottling cum distillery unit in Uttar Pradesh. As to the Audit Committee.
on 31st March 2024, the funds have been kept in
fixed deposits earmarked for the aforementioned v.
Disclosures with respect to demat
purpose with a scheduled commercial bank. suspense account/ Unclaimed Suspense
Restriction on use
10. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the
Company to comply with the requirement of the Listing Regulations, and it should not be used by any other person
or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may come without our prior
consent in writing.
(Gopal Jain)
Partner
Membership No. 059147
Place: Indore UDIN No: 24059147BKEGTE7880
Dated: 02 May 2024
Independent Auditors’ Report Key audit matters How our audit addressed the key audit matter
Disclosure of Contingency, litigation & Taxation
Our audit procedures included among others:
The Company is exposed to different laws, regulations • Understanding and assessing the internal control
To the Members of Associated Alcohols & Basis for Opinion and interpretations thereof. The company is also subject environment relating to the identification, recognition
Breweries Limited
We conducted our audit of the financial statements to number of significant claims, litigations, regulatory and measurement of provisions for disputes, potential
Report on the Audit of the Financial Statements in accordance with the Standards on Auditing (SAs), including Income tax {refer note no. 42(ii)} and various claims and litigation, and contingent liabilities;
as specified under section 143(10) of the Act. Our matters require legal interpretation that arise from time to
• Analysed significant changes/update from previous
Opinion responsibilities under those Standards are further time in the ordinary course of business. The assessment
periods and obtained a detailed understanding of
described in the ‘Auditor’s Responsibilities for the Audit of the likelihood and quantum of any liability in respect of
We have audited the accompanying financial statements such items. Assessed recent judgments passed by the
of the Financial Statements’ section of our report. We are these matters can be judgmental due to the uncertainty
of Associated Alcohols & Breweries Limited (“the court authorities affecting such change;
independent of the Company in accordance with the ‘Code inherent in their nature. The Company is required to
Company”), which comprise the Balance Sheet as at March
of Ethics’ issued by the Institute of Chartered Accountants assesses the need to make provision or disclose a • Discussed the status of significant known actual and
31, 2024, the Statement of Profit and Loss (including Other
of India (ICAI) together with the ethical requirements contingency on a case-to-case basis considering the potential litigations with the management & noted
Comprehensive Income), the Statement of Cash Flow and
that are relevant to our audit of the financial statements underlying facts of each litigation. that information placed before the board for such
the Statement of Changes in Equity for the year then
under the provisions of the Act and the Rules there under cases and
ended, and notes to the financial statements, including We have considered this to be a key audit matter, since
and we have fulfilled our other ethical responsibilities in
a summary of material accounting policies and other the accounting and disclosure of claims and litigations is • Assessment of the management’s assumptions and
accordance with these requirements and the ICAI’s Code
explanatory information (hereinafter referred to as the complex and judgmental, and the amounts involved are, estimates related to the recognized provisions for
of Ethics. We believe that the audit evidence we have
“Financial Statement”). or can be, material to the financial statements. disputes and disclosures of contingent liabilities in the
obtained is sufficient and appropriate to provide a basis
financial statements.
In our opinion and to the best of our information and for our audit opinion on the Financial Statements.
according to the explanations given to us, the aforesaid
financial statements give the information required by the Key Audit Matters Information other than the Financial appropriate accounting policies; making judgments and
Companies Act, 2013 (“the Act”) in the manner so required Statements and Auditor’s Report thereon estimates that are reasonable and prudent; and the design,
Key audit matters are those matters that, in our professional
and give a true and fair view in conformity with the Indian implementation and maintenance of adequate internal
judgment, were of most significance in our audit of the The Company’s Board of Directors is responsible for
Accounting Standards prescribed under section 133 of financial controls, that were operating effectively for
Financial Statements for the financial year ended March the preparation of the other information. The other
the Act read with the Companies (Indian Accounting ensuring the accuracy and completeness of the accounting
31, 2024. These matters were addressed in the context information comprises the information included in the
Standards) Rules, 2015, as amended (“Ind AS”) and other records, relevant to the preparation and presentation of
of our audit of the financial statements as a whole, and Management Discussion & Analysis, Board’s Report and
accounting principles generally accepted in India, of the the financial statement that give a true and fair view and
in forming our opinion thereon, and we do not provide a Corporate Governance Report, including Annexures, but
state of affairs of the Company as at March 31, 2024, its are free from material misstatement, whether due to fraud
separate opinion on these matters. We have determined does not include the financial statements and our auditor’s
profit including other comprehensive income, its cash or error.
the matters described below as Key audit matters and for reports thereon.
flows and the changes in equity for the year ended on
each matter, our description of how our audit addressed In preparing the Financial Statements, management is
that date. Our opinion on the Financial Statements does not cover
the matter is provided in that context. responsible for assessing the Company’s ability to continue
the other information and we do not express any form of
as a going concern, disclosing, as applicable, matters
assurance conclusion thereon.
Key audit matters How our audit addressed the key audit matter related to going concern and using the going concern
Valuation of Inventories In connection with our audit of the Financial Statements, basis of accounting unless management either intends to
our responsibility is to read the other information and, liquidate the Company or to cease operations, or has no
The company deals with various types of bulk material Our procedures included the following:
in doing so, consider whether the other information is realistic alternative but to do so.
& Finished goods such as Spirit, Liquor, Ethanol, Grains,
• Evaluating the appropriateness of the accounting materially inconsistent with the financial statements or
etc. The company has inventory of Finished Goods, Semi Those Board of Directors are also responsible for
policies in relation to Ind AS. our knowledge obtained during the course of our audit
Finished Goods & Raw materials at various locations overseeing the Company’s financial reporting process.
or otherwise appears to be materially misstated. If, based
amounting to INR 8,441.60 Lakhs as at March 31, 2024 as • Obtained a detailed understanding and evaluated
on the work we have performed, we conclude that there is
detailed in Notes 11 to the financial statements. the design and implementation of controls that
a material misstatement of this other information, we are Auditors’ Responsibility for the Audit of the
the Company has established in relation to Financial Statements
Inventories valuation has been determined to be a required to report that fact. We have nothing to report in
inventory valuation.
key audit matter as inventories may be held for long this regard. Our objectives are to obtain reasonable assurance about
periods of time at various locations before being sold • Testing of Controls over Inventory management whether the Financial Statements as a whole are free from
and thus makes it vulnerable to obsolescence. This and valuation. Responsibilities of Management and material misstatement, whether due to fraud or error,
could result in an overstatement of the value of the and to issue an auditors’ report that includes our opinion.
• Performing substantive audit procedures in order to those charged with governance for the
inventories if the cost is higher than the net realisable Reasonable assurance is a high level of assurance, but is
value. Further the measurement of these inventories
test the accuracy of inventory valuation at the lower Financial Statements not a guarantee that an audit conducted in accordance
of cost or net realisable value at reporting date by The Company’s Board of Directors is responsible for the
involved certain estimations/assumption and also involved with SAs will always detect a material misstatement when
testing on a sample basis of accuracy of relevant matters stated in section 134(5) of the Act with respect
volumetric measurements. it exists. Misstatements can arise from fraud or error and
components related to valuation. to the preparation of these Financial Statements that are considered material if, individually or in the aggregate,
• Evaluated management judgment with regards to give a true and fair view of the financial position, financial they could reasonably be expected to influence the
the application of provisions for obsolescence to performance including other comprehensive income, cash economic decisions of users taken on the basis of these
the inventories. flows and changes in equity of the Company in accordance Financial Statements.
with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind As part of an audit in accordance with SAs, we exercise
AS) specified under section 133 of the Act read with the professional judgment and maintain professional
Companies (Indian Accounting Standards) Rules, 2015, as skepticism throughout the audit. We also:
amended. This responsibility also includes maintenance • Identify and assess the risks of material misstatement
of adequate accounting records in accordance with the of the Financial Statements, whether due to fraud
provisions of the Act for safeguarding of the assets of or error, design and perform audit procedures
the Company and for preventing and detecting frauds responsive to those risks, and obtain audit evidence
and other irregularities; selection and application of that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material determine that a matter should not be communicated in h. With respect to the other matters to be included in any guarantee, security or the like on behalf of
misstatement resulting from fraud is higher than for our report because the adverse consequences of doing the Auditor’s Report in accordance with Rule 11 of the Ultimate Beneficiaries.
one resulting from error, as fraud may involve collusion, so would reasonably be expected to outweigh the public the Companies (Audit and Auditors) Rules, 2014,
(c).
Based on the audit procedures performed
forgery, intentional omissions, misrepresentations, or interest benefits of such communication. as amended, in our opinion and to the best of our
that have been considered reasonable and
the override of internal control; information and according to the explanations
appropriate in the circumstances, nothing
• Obtain an understanding of internal control relevant Report on Other Legal and given to us:
has come to our notice that has caused us to
to the audit in order to design audit procedures that Regulatory Requirements
i.
The Company has disclosed the impact of believe that the representations under sub-
are appropriate in the circumstances. Under section 1.
As required by the Companies (Auditor’s Report) Order, pending litigations on its financial position in clause (i) and (ii) of Rule 11(e), as provided
143(3)(i) of the Companies Act, 2013, we are also 2020 (“the Order”) issued by the Central Government its financial statements as stated in Note 42(ii) under (a) and (b) above, contain any
responsible for expressing our opinion on whether of India in terms of sub-section (11) of Section 143 of to the financial statement; material misstatement.
the company has adequate internal financial controls the Companies Act, 2013, we give in the “Annexure A”
ii.
The Company did not have any long- v. The dividend proposed in the previous financial
system in place and the operating effectiveness of a statement on the matters specified in paragraphs 3 term contracts including derivative year, declared and paid by the Company during
such controls; and 4 of the Order, to the extent applicable. contracts for which there were any material the year is in accordance with Section 123 of the
•
Evaluate the appropriateness of accounting policies foreseeable losses. Act, as applicable. As stated in Note No. 19 to the
used and the reasonableness of accounting estimates
2. As required by Section 143(3) of the Act, we financial statements, the Board of Directors of
report that: iii. The following delays were noted in transferring
and related disclosures made by management; the Company has proposed dividend for the year
amounts, required to be transferred, to the
a. We have sought and obtained all the information which is subject to the approval of the members at
• Conclude on the appropriateness of management’s use Investor Education and Protection Fund
and explanations which to the best of our the ensuing Annual General Meeting. The dividend
of the going concern basis of accounting and, based by the Company during the year ended 31
knowledge and belief were necessary for the proposed is in accordance with section 123 of the
on the audit evidence obtained, whether a material March 2024:
purposes of our audit; Act, as applicable.
uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s b. In our opinion, proper books of account as required Amount Due Date Date of vi.
According to the information and explanations
ability to continue as a going concern. If we conclude by law have been kept by the Company so far as it (INR in Payment given to us and based on our examination which
that a material uncertainty exists, we are required to appears from our examination of those books ; Lakhs) included appropriate test checks, we report that
draw attention in our auditor’s report to the related 4.26 20th November 18th January the company has used accounting software for
c. The Balance Sheet, the Statement of Profit and
disclosures in the financial statements or, if such 2023 2024 maintaining its books of account which has the
Loss including Other Comprehensive Income,
disclosures are inadequate, to modify our opinion. Our feature of recording audit trail (edit log) facility
the statement of Cash Flow and Statement of iv. (a).
The Management has represented that,
conclusions are based on the audit evidence obtained and the same has operated throughout the year for
Changes in Equity dealt with by this Report are in to the best of its knowledge and belief,
up to the date of our auditor’s report. However, future all relevant transactions recorded in the software.
agreement with the relevant books of account; as disclosed in Note 53 to the financial
events or conditions may cause the Company to cease Further, we did not come across any instance of
statements, no funds have been advanced
to continue as a going concern; and d. In our opinion, the aforesaid financial statements tampering of the audit trail feature during the
or loaned or invested (either from borrowed
comply with the Indian Accounting Standards course of our audit.
•
Evaluate the overall presentation, structure and funds or share premium or any other sources
prescribed under section 133 of the Act, read with
content of the Financial Statements, including the or kind of funds) by the Company to or in vii.
As proviso to Rule 3 (1) of the Companies
Companies (Indian Accounting Standards) Rules,
disclosures, and whether the Financial Statements any other person(s) or entity(ies), including (Accounts) Rules, 2014 is applicable from April 1,
2015, as amended;
represent the underlying transactions and events in a foreign entities (“Intermediaries”), with the 2023, reporting under Rule 11 (g) of the Companies
manner that achieves fair presentation.
e.
On the basis of the written representations understanding, whether recorded in writing (Audit and Auditors) Rules, 2014 on foreservation
received from the directors as on 31st March, 2024 or otherwise, that the Intermediary shall, of audit trail as per the statutory requirementos
Materiality is the magnitude of misstatements in the
taken on record by the Board of Directors, none of directly or indirectly lend or invest in other for record retention is not applicable for the year
financial statements that, individually or in aggregate,
the directors is disqualified as on 31st March, 2024 persons or entities identified in any manner ended March 31, 2024.
makes it probable that the economic decisions of a
from being appointed as a director in terms of whatsoever by or on behalf of the Company
reasonably knowledgeable user of the financial statements
Section 164(2) of the Act; (“Ultimate Beneficiaries”) or provide any
may be influenced. We consider quantitative materiality For Singhi & Co.
guarantee, security or the like on behalf of the
and qualitative factors in (i) planning the scope of our
f.
With respect to the adequacy of the internal Chartered Accountants
Ultimate Beneficiaries.
audit work and in evaluating the results of our work; and financial controls with reference to financial Firm Registration No.302049E
(ii) to evaluate the effect of any identified misstatements statements of the Company and the operating (b). The Management has represented, that, to the
in the financial statements. effectiveness of such controls refer to our separate best of its knowledge and belief, as disclosed
Report in “Annexure B”. Our report expresses an in Note 53 to the financial statements, no (Gopal Jain)
We communicate with those charged with governance
unmodified opinion on the adequacy and operating funds have been received by the Company Partner
regarding, among other matters, the planned scope and
effectiveness of the Company’s internal financial from any person(s) or entity(ies), including Membership No. 059147
timing of the audit and significant audit findings, including
controls with reference to financial statements; foreign entities (“Funding Parties”), with UDIN: 24059147BKEGTD2892
any significant deficiencies in internal control that we
the understanding, whether recorded in
identify during our audit. g. With respect to the other matters to be included
writing or otherwise, that the Company shall, Place: Indore
in the Auditor’s Report in accordance with the
We also provide those charged with governance with directly or indirectly, lend or invest in other Dated: 02 May 2024
requirements of the section 197(16) of the Act, as
a statement that we have complied with relevant persons or entities identified in any manner
amended, in our opinion and to the best of our
ethical requirements regarding independence, and to whatsoever by or on behalf of the Funding
information and according to the explanation
communicate with them all relationships and other Party (“Ultimate Beneficiaries”) or provide
given to us, the remuneration paid / provided by
matters that may reasonably be thought to bear on our
the company to its directors for the year ended
independence, and where applicable, related safeguards.
March 31, 2024 is in accordance with the provisions
From the matters communicated with those charged with of section 197 of the Act read with Schedule V of
governance, we determine those matters that were of the Act except the payment of INR 13.26 lakhs
most significance in the audit of the Financial Statements paid to a director in excess of limits approved by
of the current period and are therefore the key audit the shareholders. Refer note No. 43.
matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT b. In our opinion and based on the audit procedures
conducted by us, the terms and conditions of the
d.
In respect of loans granted by the company,
there has been no overdue amount for more than
(Referred to our report of even date to the members of Associated Alcohols & Breweries Limited as at and for the
loans granted and investment made during the ninety days, hence reporting under this clause is
year ended March 31, 2024)
year are, prima facie, not prejudicial to the interest not applicable.
of the Company.
In terms of the information and explanations sought by us of-use assets) and Intangible assets during e. During the year, loan granted to one party in the
and given by the Company and the books of account and the year. c. In respect of loans granted by the company during earlier year has fallen due which has been extended
records examined by us in the normal course of audit and the year, the schedule of repayment of principal to next financial year. The aggregate amount of
e.
According to the information and explanations and interest has been stipulated. The loans and such loans extended and its percentage on total
to the best of our knowledge and belief, we state that:
given to us and on the basis of our examination interest thereon were not due for repayment at loans is stated below:
of the records of the Company, there are no the balance sheet date.
proceedings initiated or pending against the
i. a. A. The Company has maintained proper records
Company for holding any benami property under
showing full particulars, including quantitative Name of the Parties Aggregate amount of Aggregate overdue amount Percentage of the aggregate
the Benami Transactions (Prohibition) Act, 1988
details and situation of Property, plant loans or advances in the settled by Extension (INR in to the total loans granted
(45 of 1988) and rules made thereunder.
and equipment. nature of loans granted Lakhs) during the year
ii. a.
The inventories of the Company except for during the year (INR in
B. The Company has maintained proper records
materials in transit and finished goods lying with Lakhs)
showing full particulars of Intangible assets.
third parties have been physically verified by the Malwa Realities Private - 36.81 0.32%
b.
The Company has a program of physical management and/or by an independent agency. Limited
verification of its property, plant and equipment For stocks lying with third parties at the year-end,
in a phased manner over a period of 3 years written confirmations have been obtained and in
which, in our opinion, is reasonable having regard respect of goods-in-transit, subsequent goods f.
According to the information and explanations products. Accordingly, clause 3(vi) of the Order is
to the size of the Company and the nature of its receipts have been verified or confirmations have given to us and on the basis of our examination not applicable.
property, plant and equipment. Pursuant to the been obtained from the parties. In our opinion, of the records of the Company, the Company has
program, certain property, plant and equipment the frequency of such verification is reasonable vii. a.
Undisputed statutory dues including provident
not granted any loans either repayable on demand
were physically verified by the Management and procedure and coverage as followed by the fund, employees’ state insurance, income tax, sales
or without specifying any terms or period of
during the year. According to the information and management was appropriate. No discrepancies tax, service tax, duty of customs, duty of excise,
repayment during the year. Hence reporting under
explanations given to us, no material discrepancies were noticed on verification between the physical value added tax, goods and service tax, cess and
this clause is not applicable.
were noticed on such verification. stocks and the book records that were 10% or other statutory dues to the extent applicable
more in the aggregate for each class of inventory. iv. In our opinion and according to the information and have generally been regularly deposited with the
c.
According to the information and explanations explanations given to us, the company has not given appropriate authorities though there has been a
given to us and on the basis of our examination b.
According to the information and explanations any loans or provided any guarantees or securities to slight delay in depositing the same in few cases.
of the records of the Company, the title deeds given to us and on the basis of our examination parties covered under section 185 of the Companies
of immovable properties (other than properties of the records of the Company, the Company has b. According to information and explanations given
Act, 2013. Further the provision of section 186 of the
where the Company is the lessee and the lease been sanctioned working capital limits in excess to us, no undisputed amounts payable in respect
Companies Act, 2013 in respect of loans and advances
agreements are duly executed in favour of the of five crore rupees, in aggregate, from the banks of provident fund, employees’ state insurance,
given and investments made have been complied with
lessee) as disclosed in the financial statements are on the basis of security of current assets. In our income tax, service tax, sales tax, duty of customs,
by the Company.
held in the name of the Company at the balance opinion, the quarterly returns or statements filed duty of excise, value added tax, goods and services
sheet date. by the Company with such banks are in agreement v.
The Company has not accepted any deposits or tax, cess and other statutory dues to the extent
with the books of account of the Company for amounts which are deemed to be deposits from the applicable were outstanding at the year end, for a
d.
According to the information and explanations public within the meaning of Sections 73 to 76 of the period of more than six months from the date they
the respective quarters except for the following
given to us, the Company has not revalued its Act and the Companies (Acceptance of Deposits) become payable except non-payment of interest
quarter (refer note no 21.4 of the financial
Property, plant and equipment (including Right- Rules, 2014 (as amended). Accordingly, the provisions on delayed payment of VAT amounting to INR
statements):
(Amount INR in Lakhs) of clause 3(v) of the Order are not applicable to 132.50 Lakhs.
the Company.
Quarter Ending Particulars Amount as Amount reported Variance Reason for Variance c. Details of Statutory dues referred to in sub clause
per books of in quarterly vi. According to the information and explanations given (a) above which have not been deposited as on
accounts statement to us, the Central Government has not prescribed the 31st March 2024 on account of any dispute are
maintenance of cost records under Section 148(1) given below: -
March 24 Current Assets 23,383.06 21,189.00 2,194.06 Because of provisional
of the Companies Act, 2013 in respect of company’s
December 23 Current Assets 24,176.70 23,363.00 813.70 figures reported to banks
earlier to finalisations of
quarterly/ Annual accounts. Sr. No. Name of the Statute Nature of Case Amount (INR Period to which Forum at which case is pending
in Lakhs) Amount Relates
iii. a. According to the information and explanations given to us and on the basis of our examination of the records of
1 Income Tax Act, 1961 Income Tax 186.19 AY 2015-16 to AY Commissioner of Income Tax
the Company, the Company has not granted any loans or advances in the nature of loans, or stood guarantee, or
Demand 2020-21 Appeals (Madhya Pradesh)
provided any security, secured or unsecured, to any Companies, firms, limited liability partnerships or any other
parties during the year, except for granting loans to a company during the year, details of which are stated below: 2 Entry tax Act, 1976 Entry Tax 6.76 2008-09 M.P Commercial Tax Appellate
Demand Board Indore Bench
Particulars Amount (INR in lakhs) 40.00 2012-13 Hon’ble High Court at Madhya
Aggregate amount provided during the year- Other than Subsidiary/Associate & 11526.83 Pradesh
Joint Venture 26.77 2017-18 M.P Commercial Tax Appellate
Balance outstanding as at balance sheet date- Other than Subsidiary/Associate & 346.83 Board Indore Bench
Joint Venture
Sr. No. Name of the Statute Nature of Case Amount (INR Period to which Forum at which case is pending xvi. a.
According to the information and explanations from the balance sheet date. We, however, state that
in Lakhs) Amount Relates given to us, the provisions of section 45-IA of the this is not an assurance as to the future viability of
Reserve Bank of India Act, 1934 are not applicable the Company. We further state that our reporting is
3 The Madhya VAT Demand 420.48 2013-14 Hon’ble High Court at Madhya
to the Company. Accordingly, the requirement to based on the facts up to the date of the audit report
Pradesh VAT Act, 2014-15 Pradesh
report on clause (xvi) (a) & (b) of the order is not and we neither give any guarantee nor any assurance
2002 247.46 2015-16 Hon’ble Supreme Court of India, applicable to the Company. that all liabilities falling due within a period of one year
Delhi from the balance sheet date, will get discharged by
b. The Company is not a Core Investment Company
28.00 2016-17 M.P Commercial Tax Appellate the Company as and when they fall due.
(CIC) as defined in the regulations made by the
Board, Indore Bench
Reserve Bank of India. Accordingly, reporting xx. The Company has given funds to a Trust registered
656.66 2017-18 to 2020-21 Hon’ble High Court at Madhya under clause 3(xvi)(c) of the Order is not for carrying out the CSR activities as specified in the
Pradesh applicable to the Company. Note 38(B) to the financial statements. The Trust has
4 The Central sales Central Sales 64.83 2017-18 to 2020-21 Hon’ble High Court at Madhya furnished certificate for fully utilization of such funds
c.
Based on the information and explanations
tax Act,1956 Tax Demand Pradesh as on March 31, 2024 for CSR activities as advised
provided by the management of the Company,
5 The Madhya Excise Duty 38.72 2009-10 to 2012-13 Hon’ble High Court at Madhya by the Company. Accordingly, The Company has
the Group does not have any CIC’s, which are
Pradesh Excise Act, Demand Pradesh no unspent amount relating to CSR activities which
part of the Group. Accordingly, reporting under
1915 is required to be transferred to a fund specified in
clause 3(xvi)(d) of the Order is not applicable to
Schedule VII to the Companies Act 2013. Therefore,
the Company.
the provisions of clause 3(xx) of the Order are not
viii.
According to the information and explanations xi. a. Based on examination of the books and records xvii.
The Company has not incurred cash losses in the applicable to the Company.
given to us and on the basis of our examination of of the Company and according to the information current financial year 2023-24 and in the immediately
the records of the Company, the Company has not and explanations given to us, we report that no preceding financial year 2022-23.
surrendered or disclosed any transactions, previously fraud by the Company or on the Company has
unrecorded as income in the books of account, in the been noticed or reported during the year. xviii. T
here has been no resignation of the statutory
For Singhi & Co.
tax assessments under the Income-tax Act, 1961 as auditors during the year. Accordingly, clause 3(xviii)
b.
During the course of our examination of the Chartered Accountants
income during the year. of the Order is not applicable.
books and records of the Company, carried Firm Registration No.302049E
ix. a.
In our opinion, the Company has not defaulted out in accordance with the generally accepted xix. According to the information and explanations given
in repayment of loans and borrowings or in the auditing practices in India, and according to the to us and on the basis of the financial ratios, ageing
payment of interest thereon to any lender during information and explanations given to us, no and expected dates of realisation of financial assets (Gopal Jain)
the year. report under Section 143(12) of the Act, in Form and payment of financial liabilities, other information Partner
ADT-4, as prescribed under rule 13 of Companies accompanying the financial statements, our Membership No. 059147
b. In our opinion and based on the information and knowledge of the Board of Directors and management UDIN: 24059147BKEGTD2892
(Audit and Auditors) Rules, 2014 has been filed
explanation given to us by the management of the plans and based on our examination of the evidence
with the Central Government. Accordingly, the
company, the Company has not been declared a supporting the assumptions, nothing has come to Place: Indore
reporting under clause 3(xi)(b) of the Order is not
wilful defaulter by any bank or financial institution our attention, which causes us to believe that any Dated: 02 May 2024
applicable to the Company.
or government or government authority. material uncertainty exists as on the date of the audit
c. As represented to us by the management, there report that the Company is not capable of meeting
c.
The Company has obtained term loans during
are no whistle blower complaints received by the its liabilities existing at the date of balance sheet as
the year and the same has been applied for the
Company during the year. and when they fall due within a period of one year
purpose for which the loans were obtained.
xii. The Company is not a Nidhi Company. Accordingly,
d. On an overall examination of the financial
clause 3(xii) of the Order is not applicable.
statements of the Company, funds raised on short
term basis have not been used during the year for xiii. In our opinion and according to the information and
long term purposes by the company. explanations given to us, the transactions with related
parties are in compliance with Sections 177 and 188
e. On an overall examination of the financial
of the Companies Act, 2013, wherever applicable, and
statements of the Company, the Company has
the details of the related party transactions have been
not taken any funds from any entity or person
disclosed in the financial statements as required by the
on account of or to meet the obligations of
applicable Indian Accounting Standards 24 “Related
its subsidiaries.
Party Disclosures”.
f. The Company has not raised loans during the year
xiv. a. In our opinion, the Company has an internal audit
on the pledge of securities held in its subsidiaries.
system commensurate with the size and nature of
Hence, the requirement to report on clause (ix)(f)
its business.
of the Order is not applicable to the Company.
b.
We have considered the internal audit reports
x. a. The Company has not raised any moneys by way of
of the Company issued till date for the period
initial public offer or further public offer (including
under audit.
debt instruments) during the year. Accordingly,
clause3(x)(a) of the Order is not applicable to xv.
In our opinion and according to the information
the Company. and explanations given to us, the Company has not
entered into any non-cash transactions with its
b.
The Company has not made any preferential
directors or persons connected to its directors and
allotment or private placement of shares or
hence, provisions of Section 192 of the Companies Act,
convertible debentures (fully, partially or optionally
2013 are not applicable to the Company.
convertible) during the year. Accordingly, clause
3(x)(b) of the Order is not applicable.
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT inadequate because of changes in conditions, or that the
“Annexure B” to the Independent Audit Report of even date on the Financial Statements of Associated Alcohols &
degree of compliance with the policies or procedures For Singhi & Co.
Breweries Limited.
may deteriorate. Chartered Accountants
Firm Registration No.302049E
REPORT ON THE INTERNAL FINANCIAL and their operating effectiveness. Our audit of internal
Opinion
CONTROLS WITH REFERENCE TO financial controls with reference to financial statements
included obtaining an understanding of internal financial In our opinion, to the best of our information and
FINANCIAL STATEMENTS UNDER CLAUSE controls with reference to financial statements, assessing according to the explanations given to us, the Company
(Gopal Jain)
(i) OF SUB-SECTION 3 OF SECTION 143 OF Partner
the risk that a material weakness exists, and testing and has, in all material respects, an adequate internal financial
Membership No. 059147
THE COMPANIES ACT, 2013 (“THE ACT”) evaluating the design and operating effectiveness of controls system with reference to financial statements
UDIN: 24059147BKEGTD2892
We have audited the internal financial controls with internal control based on the assessed risk. The procedures and such internal financial controls with reference to
reference to financial statements of Associated Alcohols selected depend on the auditor’s judgement, including the financial statements were operating effectively as at
Place: Indore
& Breweries Limited (“the Company”) as of March 31, 2024 assessment of the risks of material misstatement of the March 31, 2024, based on the internal control over financial
Dated: 02 May 2024
in conjunction with our audit of the financial statements of financial statements, whether due to fraud or error. reporting criteria established by the Company considering
the Company for the year ended on that date. the essential components of internal control stated in the
We believe that the audit evidence we have obtained is
Guidance Note on Audit of Internal Financial Controls over
sufficient and appropriate to provide a basis for our audit
Financial Reporting issued by the Institute of Chartered
Management’s Responsibility for Internal opinion on the Company’s internal financial controls
Accountants of India.
Financial Controls system with reference to financial statements.
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the Meaning of Internal Financial Controls with
internal control over financial reporting criteria established reference to financial statements
by the Company considering the essential components of A company’s internal financial control with reference
internal control stated in the Guidance Note on Audit of to financial statements is a process designed to provide
Internal Financial Controls over Financial Reporting issued reasonable assurance regarding the reliability of financial
by the Institute of Chartered Accountants of India. These reporting and the preparation of financial statements for
responsibilities include the design, implementation and external purposes in accordance with generally accepted
maintenance of adequate internal financial controls that accounting principles. A company’s internal financial
were operating effectively for ensuring the orderly and control with reference to financial statements includes
efficient conduct of its business, including adherence those policies and procedures that (1) pertain to the
to company’s policies, the safeguarding of its assets, maintenance of records that, in reasonable detail, accurately
the prevention and detection of frauds and errors, the and fairly reflect the transactions and dispositions of the
accuracy and completeness of the accounting records, assets of the company;(2) provide reasonable assurance
and the timely preparation of reliable financial information, that transactions are recorded as necessary to permit
as required under the Companies Act, 2013. preparation of financial statements in accordance with
generally accepted accounting principles, and that
Auditor’s Responsibility receipts and expenditures of the company are being made
Our responsibility is to express an opinion on the only in accordance with authorisations of management
Company’s internal financial controls with reference to and directors of the company; and (3) provide reasonable
financial statements based on our audit. We conducted assurance regarding prevention or timely detection
our audit in accordance with the Guidance Note on Audit of unauthorised acquisition, use, or disposition of the
of Internal Financial Controls Over Financial Reporting company’s assets that could have a material effect on the
(the “Guidance Note”) issued by the Institute of Chartered financial statements.
Accountants of India and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act, Inherent Limitations of Internal
2013, to the extent applicable to an audit of internal Financial Controls with reference to
financial controls. Those Standards and the Guidance Note
financial statements
require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance Because of the inherent limitations of internal financial
about whether adequate internal financial controls with controls with reference to financial statements, including
reference to financial statements was established and the possibility of collusion or improper management
maintained and if such controls operated effectively in all override of controls, material misstatements due to error
material respects. or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls with
Our audit involves performing procedures to obtain audit reference to financial statements to future periods are
evidence about the adequacy of the internal financial subject to the risk that the internal financial control
controls system with reference to financial statements with reference to financial statements may become
Place: Indore
Date: 02 May 2024
100 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 101
FINANCIAL STATEMENTS
A. EQUITY SHARE CAPITAL: Securities Retained General Other comprehensive income Money Total
No. in lakhs INR lakhs premium earnings reserves Re- Equity received other
measurement instrument against equity
Issued, subscribed and fully paid up capital
gain on through Other share
As at 1-Apr-2022 180.79 1,807.92 warrants
defined Comprehensive
Change in the equity share capital during the year - - benefit plan Income
As at 31-Mar-2023 180.79 1,807.92 INR lakhs INR INR lakhs INR lakhs INR lakhs INR INR lakhs
Change in the equity share capital during the year - - lakhs lakhs
As at 31-Mar-2024 180.79 1,807.92 As at 1-Apr-2023 163.10 31,541.89 1,489.07 - 1,338.40 - 34,532.46
Profit for the year - 5,062.30 - - - - 5,062.30
B. OTHER EQUITY: Re-measurement - - - (21.06) - - (21.06)
Securities Retained General Other comprehensive income Money Total gain on defined
premium earnings reserves received other benefit plan
Re- Equity
measurement instrument against equity Transfer to retained - (21.06) - 21.06 - - -
gain on through Other share earning
defined Comprehensive warrants Equity instrument - - - - 1.60 - 1.60
benefit plan Income through Other
INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR INR lakhs Comprehensive
lakhs Income
As at 1-Apr-2022 163.10 27,672.40 1,389.07 - 251.64 - 29,476.21 Total - 5,041.24 - - 1.60 - 5,042.84
comprehensive
Profit for the year - 4,155.60 - - - 4,155.60 income
Re-measurement gain - - - (5.32) - - (5.32) Add : Amount - - - - - 1,091.25 1,091.25
on defined benefit plan received on issue of
Transfer to retained - (5.32) - 5.32 - - - share warrants
earning (Less): Utilisation - - - - - (8.55) (8.55)
Equity instrument - - - - 1,086.76 - 1,086.76 towards expenses
through Other incurred in issuance
Comprehensive Income of share warrants
Total comprehensive - 4,150.28 - - 1,086.76 - 5,237.04 (Less): Dividend - (180.79) - - - - (180.79)
income paid
(Less): Dividend paid - (180.79) - - - - (180.79) Add/(less): - (100.00) 100.00 - - - -
Transferred to
Add/(less): Transferred - (100.00) 100.00 - - - -
general reserve
to general reserve
As at 31-Mar-2024 163.10 36,302.34 1,589.07 - 1,340.00 1,082.70 40,477.21
As at 31-Mar-2023 163.10 31,541.89 1,489.07 - 1,338.40 - 34,532.46
Place: Indore
Date: 02 May 2024
102 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 103
FINANCIAL STATEMENTS
104 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 105
FINANCIAL STATEMENTS
The Company maintains accounts on accrual basis following the historical cost convention, except for followings: (i) Determining the lease term of contracts
The Company has exercised judgement in determining the lease term as the noncancellable term of the lease, together
Certain Financial Assets and Liabilities is measured at Fair value/ Amortized cost (refer accounting policy regarding with the impact of options to extend or terminate the lease if it is reasonably certain to be exercised. Where the rate
financial instruments); implicit in the lease is not readily available, an incremental borrowing rate is applied. This incremental borrowing rate
Defined Benefit Plans – Plan assets measured at fair value. reflects the rate of interest that the lessee would have to pay to borrow over a similar term, with a similar security,
the funds necessary to obtain an asset of a similar nature and value to the right of-use asset in a similar economic
Note 2.3: Functional and presentation currency environment. Determination of the incremental borrowing rate requires estimation.
The Financial Statements are presented in Indian Rupee ("INR"), which is the functional currency of the Company and (ii) Provisions and Contingencies
the currency of the primary economic environment in which the Company operates. All amounts disclosed in financial The assessments undertaken in recognising provisions and contingencies have been made in accordance with Indian
statements and notes have been rounded off nearest to lakhs (INR 00,000) (with two places of decimal), unless otherwise Accounting Standards (Ind AS) 37, ‘Provisions, Contingent Liabilities and Contingent Assets’. The evaluation of the
stated. likelihood of the contingent events is applied best judgment by management regarding the probability of exposure
to potential loss.
Note 2.4: Presentation of financial statements
The Balance Sheet, the Statement of Profit and Loss and the Statement of change in equity are prepared and presented in Assumptions and estimation uncertainties
the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that
prepared and presented as per the requirements of Ind AS 7 “Statement of Cash flows”. The disclosure requirements have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the financial year, are described below. Existing circumstances and assumptions about future developments, however, may
Act, are presented by way of notes forming part of the financial statements along with the other notes required to be change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are
disclosed under the notified Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) reflected in the assumptions when they occur.
regulations 2015 (as amended).
(i) Useful lives of property, plant and equipment and intangible assets
The Company reviews the useful life of plant and equipment and intangible assets at the end of each reporting
Note 3: Summary of material accounting policies period. This reassessment may result in change in depreciation and amortisation expense in future periods. Refer
Note 3.1: Current vs Non-Current classification Note 3.4 and 3.5 for management estimate of useful lives.
The Company presents assets and liabilities in the balance sheet based on current / non-current as per the Company's (ii) Taxes
normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1. Deferred tax, subject to the consideration of prudence, is recognised on temporary differences between the taxable
income and accounting income that originate in one period and are capable of reversal in one or more subsequent
An asset is treated as current when it is:
periods. Deferred tax assets are recognised to the extent that there is reasonable certainty that sufficient future tax
Expected to be realised or intended to be sold or consumed in normal operating cycle income will be available against which such deferred tax assets can be realised.
Held primarily for the purpose of trading (iii) Defined benefit plans
The cost and present obligation of defined benefit gratuity plan and compensated absences are determined
Expected to be realised within twelve months after the reporting period, or
using actuarial valuation. An actuarial valuation involves making various assumptions that may differ from actual
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months developments in the future. These include the determination of the discount rate, future salary increases and mortality
after the reporting period. rates. Due to complexities involved in the valuation and its long term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All assumptions are assumed at each reporting date. Refer Note 40.
All other assets are classified as non-current."
(iv) Fair value measurement of financial instruments
A liability is current when: When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based
It is expected to be settled in normal operating cycle on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted
Cash Flow model. The input to these models are taken from observable markets where possible, but where this not
It is held primarily for the purpose of trading feasible, a degree of judgments’ is required in establishing fair values. Judgments include considerations of inputs
It is due to be settled within twelve months after the reporting period, or such as liquidity risk, credit risk and volatility. Also Refer Note 45 and 46 for further disclosures.
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
106 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 107
FINANCIAL STATEMENTS
108 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 109
FINANCIAL STATEMENTS
110 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 111
FINANCIAL STATEMENTS
112 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 113
FINANCIAL STATEMENTS
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest b) Financial assets that are measured at FVTOCI
on the principal amount outstanding. c) Lease receivables under Ind AS 116
These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost d) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions
is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised that are within the scope of Ind AS 115
in the statement of profit or loss. Any gain or loss on derecognition is recognised in the statement of profit or loss.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as
at FVTPL: Trade receivables
it is held within a business model whose objective is achieved by both collecting contractual cash flows and All lease receivables resulting from transactions within the scope of Ind AS 116
selling financial assets; and The application of simplified approach does not require the Company to track changes in credit risk. Rather, it
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
on the principal amount outstanding.
114 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 115
FINANCIAL STATEMENTS
For the purpose of the statement of cash flows, cash and cash equivalents includes cash on hand, term deposits and (iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12
other short-term highly liquid investment. Bank overdrafts are shown within short term borrowings in the balance sheet. The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to
transactions that give rise to equal taxable and deductible temporary differences such as leases.
Note 3.17: Borrowing cost The amendments had no impact on the Company’s financial statements.
Borrowing Costs consists of interest and other costs that an entity incurs in connection with the borrowings of funds.
Borrowing costs also includes foreign exchange difference to the extent regarded as an adjustment to the borrowing costs. Note 4.2: Recent Accounting Pronouncements
Borrowing costs directly attributable to the acquisition or construction of a qualifying asset are capitalized as a part of No new amendments to Ind AS has been notified by the Ministry of Corporate Affairs (“MCA”) during the current
the cost of that asset that necessarily takes a substantial period of time to complete and prepare the asset for its intended financial year.
use or sale.
Transaction costs in respect of long term borrowing are amortized over the tenure of respective loans using Effective
Interest Rate (EIR) method. All other borrowing costs are recognized in the statement of profit and loss in the period in
which they are incurred.
116 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 117
118
Notes to the financial statements
Note 5: Property, plant and equipments
Owned assets Right-of-use assets Capital Total
Freehold Building Plant and Furniture Office Vehicles Computer Total Leasehold Buildings Total work-in-
Land Equipment & Equipments Land progress
Fixtures
INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs
I Gross carrying amount
As at 1-Apr-2022 412.68 1,928.63 13,970.33 745.81 118.55 937.28 105.20 18,218.48 29.04 290.37 319.41 2,358.99 20,896.88
Additions 470.65 - 156.19 - 12.83 147.23 14.95 801.85 0.00 467.00 467.00 8,700.14 9,968.99
Disposals - 3.08 287.30 3.51 38.07 4.28 2.81 339.05 - - - - 339.05
Transfer/capitalised - - - - - - - - - - - 9.91 9.91
As at 31-Mar-2023 883.33 1,925.55 13,839.22 742.30 93.31 1,080.23 117.34 18,681.28 29.04 757.37 786.41 11,049.22 30,516.91
II Accumulated depreciation and - - - - - - - - - - - - -
impairment losses
As at 1-Apr-2022 - 434.69 5,768.56 326.41 79.54 367.75 82.94 7,059.89 2.81 218.61 221.42 - 7,281.31
Depreciation charge for the year - 78.39 1,085.16 63.25 13.50 108.41 10.17 1,358.88 0.95 75.38 76.33 - 1,435.21
Disposals - 1.87 246.84 2.88 33.73 1.96 2.65 289.93 - - - - 289.93
As at 31-Mar-2023 - 511.21 6,606.88 386.78 59.31 474.20 90.46 8,128.84 3.76 293.99 297.75 - 8,426.59
III Net carrying amount - - - - - - -
As at 31-Mar-2023 883.33 1,414.34 7,232.34 355.52 34.00 606.03 26.88 10,552.44 25.28 463.38 488.66 11,049.22 22,090.32
I
II
II
III
original plan:
Disposals
Disposals
Disposals
Additions
Additions
Ethanol Project
As at 31-Mar-2023
As at 31-Mar-2023
As at 31-Mar-2024
As at 31-Mar-2024
Projects in progress
Projects in progress
As at 1 Apr 2023
As at 1 Apr 2023
As at 1-Apr-2022
As at 1-Apr-2022
Ena Storage & Receiver
As at 31-Mar-2023
As at 31-Mar-2023
As at 31-Mar-2023
As at 31-Mar-2024
Net carrying amount
Gross carrying amount
859.35
859.35
INR lakhs
4,809.95
INR lakhs
9,792.12
9,792.12
4,809.95
-
8,692.53
-
8,692.53
or has exceeded its cost compared to its original plan
INR lakhs
1-2 years
1-2 years
-
-
1,171.39
INR lakhs
-
-
1,171.39
-
2,356.69
-
2,356.69
To be completed in
INR lakhs
2-3 years
2-3 years
-
-
344.08
INR lakhs
-
-
-
344.08
-
-
-
Amount in Capital work-in-progress for a period of
7.94
144.11
3.66
148.39
10.32
153.51
0.53
163.30
INR lakhs
Software
Computer
7.94
27.83
-
17.51
10.32
2.38
INR lakhs
years
More than 3
years
More than 3
-
-
-
-
INR lakhs
-
-
-
-
-
-
Total
FINANCIAL STATEMENTS
INR lakhs
Total
Total
7.94
144.11
3.66
148.39
10.32
153.51
0.53
163.30
INR lakhs
859.35
859.35
7.94
27.83
-
17.51
10.32
2.38
-
6,325.42
INR lakhs
9,792.12
9,792.12
11,049.22
6,325.42
11,049.22
-
119
Note b: Capital work in progress, whose completion is overdue or has exceeded its cost compared to its
Capital work in progress Ageing Schedule & Capital work in progress, whose completion is overdue
FINANCIAL STATEMENTS
120 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 121
FINANCIAL STATEMENTS
As at As at 943.29 84.35
31-Mar-2024 31-Mar-2023
INR lakhs INR lakhs
Note 15: Bank balance other than cash and cash equivalents
Considered good - Unsecured 3,410.39 1,850.70 As at As at
31-Mar-2024 31-Mar-2023
Credit impaired 469.12 322.74
INR lakhs INR lakhs
Less: Allowance for credit losses (Refer Note 47) (383.10) (322.74)
Deposits with maturity less than twelve months 1,312.32 4,667.78
3,496.41 1,850.70
Deposits with original maturity of less than three months - Earmarked** 1,090.52 -
Notes:
Margin money deposit* 686.06 1,374.03
a. Trade receivables are non-interest bearing and are generally on credit terms of 0 to 30 days. Unpaid Dividend Accounts 54.05 52.94
b. Trade receivables ageing schedule 3,142.95 6,094.75
*Margin money deposits pertains to deposits given to various Government / statutory authorities as security.
**Deposit, including accrued interest, pertains to the amount received against the preferential issue of share warrants to
be used for the purpose mentioned in the extraordinary general meeting notice.
122 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 123
FINANCIAL STATEMENTS
As at As at As per records of the Company, including its register of shareholders/members and other declarations received
31-Mar-2024 31-Mar-2023 from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
INR lakhs INR lakhs
Advances to vendors: (f) Details of shares held by promoters in the Company
Considered good 350.59 124.49 As at 31-Mar-2024 As at 31-Mar-2023
Considered doubtful 24.37 1.90 No. in % holding % change No. in % holding % change
Less: Provision for doubtful advances (24.37) (1.90) lakhs during the lakhs during the
year year
Prepaid expenses 596.00 588.24
Equity shares
Balances with government authorities 2,557.13 1,876.50
Anand Kumar Kedia 7.27 4.02% - 7.27 4.02% -
3,503.72 2,589.23
Prasann Kumar Kedia 9.56 5.29% - 9.56 5.29% -
Sangita Kedia* 14.86 8.22% - 14.86 8.22% -
Note 19: Share capital
Shweta Kedia* 15.42 8.53% - 15.42 8.53% -
Equity shares Anshuman Kedia* 19.66 10.87% 0.42% 18.90 10.45% 109.07%
No. in lakhs INR lakhs Vedant Kedia* 10.63 5.88% 0.43% 9.86 5.45% 100.00%
(a) Authorised share capital Prasann Kumar Kedia (Huf)* 8.97 4.96% - 8.97 4.96% -
Equity shares of INR 10 each Bhagwati Prasad Prasanna 7.90 4.37% - 7.90 4.37% -
As at 1-Apr-2022 250.00 2,500.00 Kumar (Huf)*
Change in authorised share capital during the year - - Bhagwati Prasad Kedia (Huf)* 4.92 2.72% - 4.92 2.72% -
As at 31-Mar-2023 250.00 2,500.00 Ramdulari Anand Kumar (Huf)* 4.80 2.65% - 4.80 2.65% -
Change in authorised share capital during the year - - Anand Kumar Kedia (Huf)* 3.20 1.77% - 3.20 1.77% -
As at 31-Mar-2024 250.00 2,500.00 * Represents promoter group
124 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 125
FINANCIAL STATEMENTS
As at As at As at 1-Apr-2022 251.64
31-Mar-2023 31-Mar-2022 Equity instrument through Other Comprehensive Income
INR lakhs INR lakhs Add: Change in Fair Value (net of tax) 1,086.76
Dividend on equity shares paid during the year Remeasurement of Defined Benefit Obligation
Dividend for the year ended 31-Mar-23: INR 1.00 per share 180.79 180.79 Less: Other comprehensive income arising from Remeasurements of defined benefit plan (net of tax) (5.32)
(31-Mar-22: INR 1.00 per share) Add: Transferred to Retained Earnings 5.32
As at 31-Mar-2023 1,338.40
As at As at
31-Mar-2024 31-Mar-2023 Equity instrument through Other Comprehensive Income
INR lakhs INR lakhs Add: Change in Fair Value (net of tax) 1.60
126 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 127
FINANCIAL STATEMENTS
128 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 129
FINANCIAL STATEMENTS
130 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 131
FINANCIAL STATEMENTS
As at As at
31-Mar-2024 31-Mar-2023 Note A: Reconciliation of revenue recognised with contract price
INR lakhs INR lakhs Year ended Year ended
Creditors for capital goods 1,603.25 1,387.18 31-Mar-2024 31-Mar-2023
Interest accrued but not due on borrowings 71.35 46.55 INR lakhs INR lakhs
Other Payable (Including marketing & other liabilities) 779.09 757.42 Revenue from contract with customers 75,524.96 69,747.58
3,013.47 2,765.69
* No amount is due to be transferred to the Investor Education and Protection Fund at the balance sheet date.
132 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 133
FINANCIAL STATEMENTS
Ethanol 4,277.83 - Fair value gain on financial instruments at fair value through profit or loss - Realised 209.10 41.62
134 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 135
FINANCIAL STATEMENTS
B] Details of corporate social responsibility as per Section 135 (5) of Act and Rules made thereunder:
During the year, the Company has spent INR 153.77 lakhs (Year ended 31-Mar-2023: INR 140.00 lakhs) towards
corporate social responsibility as prescribed under Section 135 of the Act. The details are:
Year ended Year ended
31-Mar-2024 31-Mar-2023
INR lakhs INR lakhs
1) Gross amount required to be spent by the Company during the year 149.00 154.51
2) Amount approved by the Board to be spent during the year 153.77 140.00
136 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 137
FINANCIAL STATEMENTS
Year ended Year ended (b) Weighted average number of equity shares outstanding for computing basic 180.79 180.79
31-Mar-2024 31-Mar-2023 EPS
5) Amount remaining to be spent by the Company during the year Share warrant* - -
i) Unspent amount in relation to: (c) Weighted average number of equity shares outstanding for computing diluted 180.79 180.79
EPS [(b) + (c)]
- Ongoing project - 140.00
- Other than ongoing project - -
EPS (in INR)
- 140.00
Basic (Face value of INR 10 each) 28.00 22.99
Diluted (Face value of INR 10 each) 28.00 22.99
Details of ongoing project as per section 135(6) of the Companies act, 2013
Year ended Year ended * Share warrants that are outstanding as at 31-Mar-2024 were not considered in the calculation of the dilutive earning per
31-Mar-2024 31-Mar-2023 share, as their effect was anti-dilutive.
138 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 139
FINANCIAL STATEMENTS
(a) Amount recognised in the Balance Sheet The Gratuity Scheme is invested in a New Group Gratuity Cash Accumulation Plan Policy offered by Life Insurance
Corporation (LIC). The information on the allocation of the fund into major asset classes and expected return
Present value of Benefit Obligation at the end of the year 364.80 357.97
on each major class are not readily available. The expected rate of return on plan assets is based on market
Fair value of Plan Assets at the end of the year 250.60 311.38 expectations, at the beginning of the period, for returns over the entire life of the related obligation.
Funded Status (Surplus/(Deficit)) (114.20) (46.59)
V Details of asset-liability matching strategy
Net (Liability)/Asset recognized in the Balance sheet (114.20) (46.59) Life Insurance Company manages the Company’s investments; at the year-end, interest is credited to the fund
value. The company has not changed the process used to manage its risk from previous years. The Company’s
Year ended Year ended investments are fully secured and would be sufficient to cover its obligations.
31-Mar-2024 31-Mar-2023
The principal assumptions used in determining gratuity liability for the Company are shown
INR lakhs INR lakhs below:
I (a) Expense recognised in the statement of profit and loss
As at As at
Current service cost (Refer Note 34) 36.12 41.97 31-Mar-2024 31-Mar-2023
Interest cost on benefit obligation (Refer Note 34) 3.35 1.04 Discount rate (%) 7.20% 7.20%
Components of defined benefit costs recognised in statement of profit 39.47 43.01 Future salary increases 7.00% 7.00%
and loss
Rate of Return on Plan Assets 7.20% 7.20%
Mortality Indian Assured Indian Assured
Year ended Year ended Lives Mortality Lives Mortality
31-Mar-2024 31-Mar-2023 (2012-14) (2006-08)
INR lakhs INR lakhs Ultimate
140 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 141
FINANCIAL STATEMENTS
Note: The future cash flows for the aforesaid contingent liabilites are determinable on receipt of judgements pending at
various forums/authorities which in the opinion of the Company is not tenable and there is possibility of any future cash
outflow in case of above.
142 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 143
FINANCIAL STATEMENTS
Mr. Prasann Kumar Kedia, Managing Director (with effect from 8-May-2023) * Excludes provision for compensated leave and gratuity as separate actuarial valuation is not available. The remuneration
is determined by the remuneration committee having regard to the performance of individuals and market trends.
Mr. Anshuman Kedia, Whole Time Director (with effect from 8-May-2023)
** Represents the amount paid during the year on resignation.
Mr. Tushar Bhandari, Whole Time Director
# The amount includes the salary of Mr. Tushar Bhandari and Mr. H.K. Bhandari for the year ended 31-Mar-2024 amounting
Mr. Sanjay Kumar Tibrewal, Whole Time Director (till 8-May-2023) & CFO (with effect from 24-May-2022 till 12-Nov-2022) to INR 13.26 lakhs and INR 4.33 Lakhs respectively, which is subject to approval of shareholder in the ensuring annual
Mr. Nitin Tibrewal, Independent Director (till 31-03-2024) general meeting.
Mr. Vedant Kedia (Son of Mr Prasann Kumar Kedia) e. Loan / Advances repaid
Key managerial personnel 24.00 -
Mr. H.K. Bhandari (Father of Mr Tushar Bhandari)
24.00 -
Enterprise / Company in which relatives of KMP have control
Prasann Kumar Kedia HUF
Bhagwati Prasad Kedia HUF
Ram Dulari Anand Kumar Kedia HUF
Smilington Holdings Private Limited (with effect from 01-May-2023)
Springbok Properties Private Limited (with effect from 01-May-2023)
144 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 145
FINANCIAL STATEMENTS
i. Balance (Payable) / Receivable TOTAL ASSET 27,334.03 23,230.26 50,564.29 40,404.99 13,392.53 53,797.52
TOTAL LIABILITIES 7,034.06 1,021.74 8,055.80 8,645.61 8,811.53 17,457.14
Key managerial personnel (0.01) (44.98)
CAPITAL EXPENDITURE 13,888.34 16,423.70 30,312.04 11,829.01 10,263.69 22,092.70
Relatives of Key managerial personnel 40.30 (27.80)
40.29 (72.78) Adjustments and eliminations
ii. Investment Finance income and costs, and fair value gains and losses on financial assets are not allocated to individual segments
as the underlying instruments are managed on a company basis.
Enterprise where control over the composition of governing body exists 1.00 1.00
Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they
1.00 1.00
are also managed on a company basis.
iii. Personal Guarantee given on behalf of the Company to the lenders
Capital expenditure consists of additions of property, plant and equipment, Capital Work-In-Progress, intangible
Key managerial personnel along with its relatives 10,291.51 9,357.89
assets and Right of Use Assets.
10,291.51 9,357.89
RECONCILIATIONS TO AMOUNTS REFLECTED IN THE FINANCIAL STATEMENTS
Transactions with related parties are carried out in the ordinary course of business.
Reconciliation of profit
Note 44: Segment reporting Year ended Year ended
31-Mar-2024 31-Mar-2023
(a) Segment Information:
INR lakhs INR lakhs
For management purposes, the Company is organised into business units based on its products and services and has
two reportable segments, as follows: Segment Profit 6,338.00 4,798.57
- The Potable Alcohols segment is involved in the production and sale of Indian Made Foreign Liquor (IMFL), Indian Unallocable Income net of unallocable expenses 858.03 891.50
Made Indian Liquor (IMIL), and Extra Neutral Alcohol (ENA). Further, this segment also provides manufacturing Finance Costs (Refer Note 35) (367.24) (141.93)
services related to these products. This segment caters to various consumer preferences and ensuring a Profit before Tax 6,828.79 5,548.14
comprehensive presence in the alcoholic beverage market.
- The Ethanol segment is involved in the production and distribution of grain-based ethanol, primarily supplying it Reconciliation of Assets
to Oil Marketing Companies in India for blending with petrol.
As at As at
No operating segments have been aggregated to form the above reportable operating segments. 31-Mar-2024 31-Mar-2023
The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating INR lakhs INR lakhs
results of its business units separately for the purpose of making decisions about resource allocation and performance Segment Operating Assets 50,564.29 53,797.52
assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or
Investment (Refer Note 7 & 12) 4,574.25 -
loss in the financial statements. Also, the Company’s financing (including finance costs and finance income) and
income taxes are managed on a Company basis and are not allocated to operating segments. Cash and Cash Equivalents (Refer Note 14) 943.29 -
Bank balance (Refer Note 15) 3,142.95 -
Year ended 31-Mar-2024 Year ended 31-Mar-2023
Other Tax Assets (Net) (Refer Note 9) 244.07 -
Potable Ethanol Total Potable Ethanol Total
Alcohols Segments Alcohols Segments Financial assets - current loans (Refer Note 16) 597.82 -
INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs INR lakhs Other non-current financial assets (excluding security deposits) (Refer Note 8) 561.59 -
REVENUE Right of Use Assets - Building (Refer Note 5) 379.70 -
External customers 71,494.90 4,956.74 76,451.64 70,276.88 - 70,276.88 Property, plant and equipments (Vehicles) (Refer Note 5) 870.25 -
TOTAL REVENUE 71,494.90 4,956.74 76,451.64 70,276.88 - 70,276.88 Total assets 61,878.21 53,797.52
EXPENSES
Cost of Materials Consumed 39,608.05 3,482.18 43,090.23 38,203.34 - 38,203.34 Reconciliation of Liabilities
Other Expenses 14,125.94 135.26 14,261.20 14,553.77 - 14,553.77 As at As at
31-Mar-2024 31-Mar-2023
Depreciation and Amortisation 1,316.62 123.77 1,440.39 1,438.87 - 1,438.87
Expense INR lakhs INR lakhs
Segment Operating Liabilities 8,055.80 17,457.14
TOTAL EXPENSES 66,183.43 4,403.21 70,586.64 65,620.24 - 65,620.24 Deferred Tax Liabilities (Net) (Refer Note 24) 668.42 -
SEGMENT PROFIT 5,872.34 465.66 6,338.00 4,798.57 - 4,798.57 Tax Liabilities (Net) (Refer Note 28) 15.43 -
Lease Liabilities (Refer Note 22) 433.01 -
Borrowings (Refer Note 21) 10,366.37 -
Unpaid Dividends (Refer Note 26) 54.05 -
Total Liabilities 19,593.08 17,457.14
146 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 147
FINANCIAL STATEMENTS
148 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 149
FINANCIAL STATEMENTS
INR lakhs INR lakhs (ii) Lease liabilities 102.01 137.86 - - 137.86
Trade receivables 3,496.41 1,850.70 (iii) Trade payables 3,734.38 3,734.38 - - 3,734.38
3,496.41 1,850.70 (iv) Other current financial 3,013.47 3,013.47 - - 3,013.47
liabilities
Refer Note a below for credit risk and other information in respect of trade receivables.
17,547.23 12,252.10 5,365.90 51.95 17,669.95
150 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 151
FINANCIAL STATEMENTS
152 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 153
FINANCIAL STATEMENTS
Mount Everest Breweries Investment NA NA NA 1,540.00 1,538.40 Name of the Company Relationship Nature of Trasnsactions As at As at
Limited 31-Mar-2024 31-Mar-2023
Mount Everest Breweries Loan 9.00% - 30-Apr-2024 Unsecured 346.83 2,614.62 INR lakhs INR lakhs
Limited 12.00%
Swami Marketing Company Customer Receivables 2.02 2.02
Prosperous Multibusiness Loan 12.00% 31-Mar-2024 Unsecured - 114.96 Private Limited
Private Limited
Parmatma Securities Limited Shareholder Paid up value of equity shares 0.30 0.30
Vijay Soni Loan 12.00% 31-Mar-2024 Unsecured - 100.48
Newage Services (Private) Ltd. Shareholder Paid up value of equity shares 0.90 0.90
Manjit Singh Bhatia Loan 12.00% 31-Mar-2024 Unsecured - 119.87
Automotive Vypaar Private Shareholder Paid up value of equity shares 3.40 3.40
Malwa Realities Private Loan 12.00% 31-Mar-2025 Unsecured 36.81 82.13 Limited
Limited
Lfl Leasing Finance Private Shareholder Paid up value of equity shares 0.10 0.10
All loans/Advances are given for the borrowers normal business purpose. Limited
Buddhidhan Investments Limited Shareholder Paid up value of equity shares 0.30 0.30
Note 51: Merger with Mount Everest Breweries Limited Dolby Praders Private Limited Shareholder Paid up value of equity shares 1.70 1.70
The Board of Directors of the Company, in their meeting held on 9-Aug-2022, had approved the Scheme of Arrangement Bds Trading (Private) Ltd. Shareholder Paid up value of equity shares 0.20 0.20
(“SOA”) pursuant to sections 230 to 232 and other relevant provisions of the Companies Act, 2013, for the amalgamation Chanddela Prading Company Shareholder Paid up value of equity shares 1.70 1.70
of the company with M/s Mount Everest Breweries Limited (MEBL), the appointed date for the proposed scheme was Private Limited
1-Apr-2022.
Jay Bharat Holding Private Shareholder Paid up value of equity shares 11.30 11.30
During the year the Board of Directors in their meeting held on 10-Aug-2023, post extensive discussions, deliberations, Limited
and considering the present business scenario, had decided to withdraw the Scheme of Arrangement (“”SOA””) for the Rathnatraya Finance Investment Shareholder Paid up value of equity shares 0.10 0.10
amalgamation of the company with Mount Everest Breweries Limited (MEBL). Private Limited
Talbros Investments Private Shareholder Paid up value of equity shares 1.70 1.70
Note 52: Government Grant Limited
The Government of India vide its notification No. - F. No.1(10)/2018-SP-I dated 22-Apr-2022, notified the modified scheme Mega Byte Finance And Shareholder Paid up value of equity shares 0.10 0.10
for extending financial assistance to the project proponents to set up distilleries for producing 1st Generation (1G) ethanol Investments Private Limited
from feed stock such as cereals (rice, wheat, barley, corn and sorghum), sugarcane, sugar beet etc. Under the said scheme, Balaji Yarn Limited Shareholder Paid up value of equity shares 0.10 0.10
the Government of India has approved the interest subvention @6% per annum or 50% of rate of interest charged by the
Excell Capital Market Services Shareholder Paid up value of equity shares 0.20 0.20
bank, whichever is lower. The company is eligible for the above grant on its term loan of INR 8,000.00 lakhs sourced by
Private Limited
the company from the HDFC Bank Limited for the new ethanol plant.
Arihants Securities Limited Shareholder Paid up value of equity shares 1.00 1.00
Pursuant to the requirements of Ind AS 20 – “Accounting for Government Grants and Disclosure of Government Assistance”
Godline Polymer Private Limited Shareholder Paid up value of equity shares 0.60 0.60
and Ind AS 109 – “Financial Instruments”, INR 342.85 lakhs (31-Mar-2023 : Nil) has been credited to the property plant and
equipment related to ethanol plant (Refer Note 5), INR 64.00 lakhs (31-Mar-2023 : Nil) has been adjusted with interest Sonmarg Investment Private Shareholder Paid up value of equity shares 1.70 1.70
cost (Refer Note 35). Further out of the total grant INR 360.54 lakhs (31-Mar-23: Nil) is pending to be received from the Limited
government (Refer Note 17). Viniyas Finance & Investments Shareholder Paid up value of equity shares 0.10 0.10
Private Limited
Note 53: Other Statutory Information Upwan Commerce Private Shareholder Paid up value of equity shares 0.30 0.30
Limited
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property. Murbad Steels Limited Shareholder Paid up value of equity shares 0.20 0.20
(ii) The Company have not traded or invested in Crypto currency or Virtual Currency during the current financial year Harish Port Folio Private Limited Shareholder Paid up value of equity shares 0.10 0.10
and previous financial year (viii) There are no charges for which charge satisfaction/creation forms are pending to be filed with MCA, except
(iii) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign for following
entities (Intermediaries) with the understanding that the Intermediary shall:
Description of Charge Satisfaction/ Location of Due Date for Amount Reason for delay
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on Creation Registrar Registration INR Lakhs in Registration
behalf of the company (Ultimate Beneficiaries) or Term loan for Ethanol Plant Satisfaction ROC Gwalior 31-Jul-2023 4000.00 The no-objection
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries Cash Credit facility (Madhya 900.00 certificate is
Pradesh) awaited from the
(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) Cash Credit facility 1200.00
bank in order to
with the understanding (whether recorded in writing or otherwise) that the Company shall: Cash Credit facility 700.00 file the satisfaction
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on with the MCA.
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
154 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 155
NOTICE
156 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 157
NOTICE
other approvals as may be necessary, the approval of ` 144 lakhs in accordance with the provisions of the time being in force) and as per recommendation 9.
To approve the remuneration payable to the Cost
the members/shareholders of the company be and is Companies Act, 2013, to effect change in designation and approval of the Nomination and Remuneration Auditors of the company for the financial year 2024-
hereby accorded for the change in the remuneration and responsibilities of Mr. Harshan Kumar Bhandari Committee, the consent of members be and is hereby 25 and in this regard to consider and if thought fit to
of Mr. Tushar Bhandari (DIN: 03583114), Whole Time holding office or place of profit, within the maximum accorded for the appointment and enhance salary of pass with or without modification(s) the following
Director, for the remaining period viz., from February limit approved by the shareholders. Mrs. Ravisha Sanghi who is sister of Mr. Anshuman resolution as an Ordinary Resolution:
01, 2024 to January 04, 2027, on terms and conditions Kedia, Whole Time Director (WTD & CEO), at office
RESOLVED FURTHER THAT the Board of Directors be
“RESOLVED THAT pursuant to the provisions of
as set out in the statement annexed to the notice or place of profit in the company, as Assistant Vice
and is hereby authorized to do all acts and take all section 148 and all other applicable provisions of the
convening this meeting with liberty to the Board of President - ESG Senior Executive of the Company, w.e.f.
such steps as may be necessary, proper and expedient Companies Act, 2013 read with the Companies (Audit
Directors (hereinafter referred to as ”the Board” April 01, 2024 at remuneration on gross annual basis
to give effect to this resolution.” and Auditors) Rules, 2014 (including any statutory
which term shall be deemed to include Nomination ` 24 Lakhs to ` 60 Lakhs with the authority to the Board
modification(s) or reenactment(s) thereof, for the
and Remuneration Committee of the Board) to 7. To appoint Mrs. Garima Kedia at office or place of profit of Directors or Committee thereof of the company to
time being in force), the consent of the members of
alter and vary the terms and conditions of the said in the company and in this regard to consider and if grant such increments within the said scale as it may
the Company be and hereby accorded to approve the
appointment or remuneration as it may deemed and thought fit, to pass with or without modifications the determine together with other benefits, perquisites,
payment of remuneration of ` 1,00,000 (Rupees One
as acceptable to Mr. Tushar Bhandari (DIN: 03583114) following resolution as an Ordinary Resolution: allowances, amenities and facilities as applicable /
Lakh Only), plus applicable taxes and reimbursement
notwithstanding that such remuneration may exceed payable to the other employees occupying similar
“RESOLVED THAT pursuant to the provisions of of out of pocket expenses at actual to M. P. Turakhia
the individual overall limits as specified under Section position in the said cadre as per applicable rules,
section 188(1)(f) of the Companies Act, 2013 read & Associates, Cost Accountants, Indore (Registration
197 and schedule V to the Companies Act, 2013 and which is commensurate with his experience and as per
with Companies (Meeting of Board and Its Powers) No. 000417) appointed by the Board on the
read with Regulation 17 SEBI (LODR) Regulations, 2015 relevant industry standards.
Rules, 2014 and other applicable provisions, if any, recommendation of the Audit Committee, as the Cost
or any statutory modification or re-enactment thereof.
of the Companies Act, 2013 (including statutory RESOLVED FURTHER THAT the Nomination and
Auditors to conduct the audit of the cost records of
RESOLVED FURTHER THAT save and except as modification(s) or re-enactment thereof for the Remuneration Committee /Board of Directors has the Company for the Financial Year ending March 31,
aforesaid, the Special Resolution approved and time being in force) and as per recommendation the liberty to alter and vary such remuneration 2025.”
passed by the members in its 32nd Annual General and approval of the Nomination and Remuneration in the range gross annual basis ` 24 Lakhs to
RESOLVED FURTHER THAT the Board of Directors
Meeting held on August 20, 2021 with respect to the Committee, the consent of members be and is hereby ` 60 Lakhs in accordance with the provisions of the
of the Company be and is hereby authorized to do
appointment of Mr. Tushar Bhandari (DIN: 03583114) accorded for the appointment and enhance salary Companies Act, 2013, to effect change in designation
all acts and take all such steps as may be necessary,
as Whole Time Director shall continue to remain in full of Mrs. Garima Kedia who is wife of Mr. Anshuman and responsibilities of Mrs. Ravisha Sanghi holding
proper or expedient to give effect to this resolution.”
force and effect; Kedia, (Whole Time Director & CEO), at office or office or place of profit, within the maximum limit
place of profit in the company, as Senior Executive- approved by the shareholders.
RESOLVED FURTHER THAT the Board of Directors
be and is hereby authorised to do all such acts and Assistant Vice President CSR of the Company, w.e.f. RESOLVED FURTHER THAT the Board of Directors be
take all such steps as may be necessary, proper and April 01, 2024 at remuneration on gross annual basis and is hereby authorized to do all acts and take all
expedient to give effect to this resolution.” ` 24 Lakhs to ` 60 Lakhs with the authority to the Board such steps as may be necessary, proper and expedient
of Directors or Committee thereof of the company to to give effect to this resolution.”
6. To reappoint Mr. Harshan Kumar Bhandari at office grant such increments within the said scale as it may
or place of profit in the company and in this regard determine together with other benefits, perquisites,
to consider and if thought fit, to pass with or allowances, amenities and facilities as applicable /
without modifications the following resolution as an payable to the other employees occupying similar
Ordinary Resolution: position in the said cadre as per applicable rules,
which is commensurate with his experience and as per Place: Indore By Order of the Board of Directors
“RESOLVED THAT pursuant to the provisions of
relevant industry standards. Date: 02 May 2024
section 188(1)(f) of the Companies Act, 2013 read
with Companies (Meeting of Board and Its Powers) RESOLVED FURTHER THAT the Nomination and
Associated Alcohols & Breweries Limited
Rules, 2014 and other applicable provisions, if any, Remuneration Committee /Board of Directors has
Registered office:
of the Companies Act, 2013 (including statutory the liberty to alter and vary such remuneration in the
4th Floor, BPK Star Tower, AB Road, Sumit Jaitely
modification(s) or re-enactment thereof for the range of gross annual basis ` 24 Lakhs to ` 60 Lakhs
Indore - 452008 (M.P.) Company Secretary
time being in force) and as per recommendation in accordance with the provisions of the Companies
CIN: L15520MP1989PLC049380 FCS: 9194
and approval of the Nomination and Remuneration Act, 2013, to effect change in designation and
Committee, the consent of members be and is hereby responsibilities of Mrs. Garima Kedia holding office or
accorded for the re-appointment and enhance salary place of profit, within the maximum limit approved by
of Mr. Harshan Kumar Bhandari who is Father of the shareholders.
Mr. Tushar Bhandari, Whole Time Director, at office or
place of profit in the company, as Senior Executive of RESOLVED FURTHER THAT the Board of Directors be
the Company, w.e.f. February 01, 2024 at remuneration and is hereby authorized to do all acts and take all
on gross annual basis ` 90 Lakhs to ` 144 Lakhs with such steps as may be necessary, proper and expedient
the authority to the Board of Directors or Committee to give effect to this resolution.”
thereof of the company to grant such increments 8. To appoint Mrs. Ravisha Sanghi at office or place of
within the said scale as it may determine together profit in the company and in this regard to consider
with other benefits, perquisites, allowances, amenities and if thought fit, to pass with or without modifications
and facilities as applicable /payable to the other the following resolution as an Ordinary Resolution:
employees occupying similar position in the said cadre
as per applicable rules, which is commensurate with “RESOLVED THAT pursuant to the provisions of
his experience and as per relevant industry standards. section 188(1)(f) of the Companies Act, 2013 read
with Companies (Meeting of Board and Its Powers)
RESOLVED FURTHER THAT the Nomination and
Rules, 2014 and other applicable provisions, if any,
Remuneration Committee /Board of Directors has of the Companies Act, 2013 (including statutory
the liberty to alter and vary such remuneration modification(s) or re-enactment thereof for the
in the range of gross annual basis ` 90 lakhs to
158 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 159
NOTICE
160 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 161
NOTICE
request can be processed only after the folio is with physical shares and avail various benefits 4.
Please note that Participants Connecting from form, as on the cut-off date July 26, 2024 may
KYC Compliant. of Dematerialisation. Mobile Devices or Tablets or through Laptop cast their vote electronically. The e-voting module
connecting via Mobile Hotspot may experience shall be disabled by CDSL for voting thereafter.
21.
SEBI, vide its master circular no. SEBI/HO/MIRSD/ Members are advised to dematerialise the shares held
Audio/Video loss due to Fluctuation in their
POD1/P/CIR/2023/70 dated May17, 2023, by by them in physical form. Members can contact the (ii) Shareholders who have already voted prior to the
respective network. It is therefore recommended
rescinding earlier circulars, has mandated Members Company or RTA, for assistance in this regard. meeting date would not be entitled to vote at the
to use Stable Wi-Fi or LAN Connection to mitigate
holding shares in physical form to submit PAN, meeting venue.
26. Members holding shares in physical form, in identical any kind of aforesaid glitches.
nomination, contact details, bank account details
order of names, in more than one folio are requested (iii) In terms of Master Circular No SEBI/HO/CFD/
and specimen signature in specified forms. Members 5. Shareholders who would like to express their views/
to send to the Company or RTA, the details of such POD2/CIR/P/2023/120 dated 11th July, 2023 on
may access https://associatedalcohols.com or https:// ask questions during the meeting may request in
folios together with the share certificates along with e-Voting facility provided by Listed Companies,
www.ankitonline. com/documents.aspx for Form ISR- advance at least 7 days prior to meeting mentioning
the requisite KYC Documents for consolidating their Individual shareholders holding securities in
1 to register PAN/ email id/bank details/other KYC their name, demat account number/folio number,
holdings in one folio. Requests for consolidation of share demat mode are allowed to vote through their
details, Form ISR-2 to update signature and Form email id, at [email protected].
certificates shall be processed in dematerialized form. demat account maintained with Depositories
ISR-3 for declaration to opt out. Members may make
30.
INSTRUCTIONS FOR SHAREHOLDERS FOR and Depository Participants. Shareholders are
service requests by submitting a duly filled and signed 27. In case of joint holders, the Member whose name
advised to update their mobile number and email
Form ISR-4 & ISR5, the format of which is available appears as the first holder in the order of names as REMOTE E-VOTING ARE AS UNDER:-
Id in their demat accounts in order to access
on the Company’s website and on the website of the per the Register of Members of the Company will be Members are requested to carefully read the below e-Voting facility.
Company’s Registrar and Transfer Agent. entitled to vote during the AGM. mentioned instructions for remote e-voting before
casting their vote. Step 1: Access through Depositories CDSL/NSDL
22.
In case a holder of physical securities whose folio 28. Members are requested to note that, dividends if not
e-Votingsystemincaseofindividualshareholdersholding
do not have PAN, nomination, contact details, bank encashed for a period of 7 years from the date of Step 1: Access through Depositories CDSL/NSDL
shares in demat mode.
account details and specimen signature updated shall transfer to Unpaid Dividend Account of the Company, e-Voting system in case of individual shareholders
be eligible to lodge grievance or avail any service are liable to be transferred to the Investor Education holding shares in demat mode.
Pursuant to above said SEBI Circular, Login
request from the RTA only after furnishing PAN, and Protection Fund (“IEPF”). Further, all the shares in method for e-Voting and joining virtual meetings
KYC details and Nomination and for any payment respect of which dividend has remained unclaimed for Step 2: Access through CDSL e-Voting system in case
for Individual shareholders holding securities in
including dividend, interest or redemption payment in 7 consecutive years or more from the date of transfer of shareholders holding shares in physical mode and Demat mode CDSL/NSDL is given below:
respect of such folios, only through electronic mode to unpaid dividend account shall also be transferred to non-individual shareholders in demat mode.
with effect from April 01, 2024. In compliance with IEPF Authority. In view of this, Members are requested The voting period begins on Monday, July 29,
(i)
SEBI guidelines, the Company sent communications to claim their dividends from the Company, within the 2024 at 09:00 AM (IST) and ends on Thursday,
intimating about the submission of above details to stipulated timeline. The Members, whose unclaimed August 01, 2024 at 05:00 PM (IST). During this
all the Members holding shares in physical form to the dividends/shares have been transferred to IEPF, may period shareholders’ of the Company, holding
RTA/Company. claim the same by making an online application to the shares either in physical form or in dematerialized
IEPF Authority in web Form No. IEPF-5 available on
23.
Dispute Resolution Mechanism at Stock Exchanges
www.iepf.gov.in
SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_ Type of shareholders Login Method
RTAMB/P/CIR/2022/76 dated May 30, 2022, provided The due dates for transfer of unclaimed / unpaid
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
an option for arbitration as a Dispute Resolution dividend to IEPF are as follows:
Shareholders holding id and password. Option will be made available to reach e-Voting page without any further
Mechanism for investors. As per this circular, investors
Sr. Date of Dividend Proposed Month securities in Demat authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
can opt for arbitration with Stock Exchanges in
No. declaration of for and Year of mode with CDSL myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New
case of any dispute against the Company or its
dividend Financial Transfer to IEPF System Myeasi.
Registrar and Transfer Agent on delay or default in
processing any investor services related request. In Year 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for
compliance with SEBI guidelines, the Company had 1 05.08.2017 2016-17 September, 2024 eligible companies where the evoting is in progress as per the information provided by
sent communication intimating about the said Dispute 2 24.08.2018 2017-18 September, 2025 company. On clicking the evoting option, the user will be able to see e-Voting page of the
Resolution Mechanism to all the Members holding e-Voting service provider for casting your vote during the remote e-Voting period or joining
3 14.09.2019 2018-19 October, 2026
shares in physical form virtual meeting & voting during the meeting. Additionally, there is also links provided to
4 05.09.2020 2019-20 October, 2027 access the system of all e-Voting Service Providers i.e. CDSL, so that the user can visit the
24. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ 5 20.08.2021 2020-21 September, 2028 e-Voting service providers’ website directly.
CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/
6 05.08.2022 2021-22 September, 2029
OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website
read with Master Circular No. SEBI/HO/ OIAE/OIAE_ 7 02.08.2023 2022-23 September, 2030 www.cdslindia.com at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated and click on login and new system myeasi tab and then click on registration
as on August11, 2023), has established a common 29.
GENERAL INSTRUCTIONS FOR
SHAREHOLDERS ATTENDING THE AGM 4) A
lternatively, the user can directly access e-Voting page by providing Demat Account Number
Online Dispute Resolution Portal (“ODR Portal”) for
THROUGH VC/OAVM ARE AS UNDER: and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on
resolution of disputes arising in the Indian Securities
https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by
Market. Pursuant to above-mentioned circulars, post 1.
Shareholder will be provided with a facility to
sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful
exhausting the option to resolve their grievances attend the AGM through VC/ OAVM through the
authentication, user will be able to see the e-Voting option where the evoting is in progress and
with the RTA/Company directly and through existing CDSL e-Voting system. Shareholders may access
also able to directly access the system of all e-Voting Service Providers.
SCORES platform,the investors can initiate dispute the same at https://www.evotingindia.com under
resolution through the ODR Portal (https://smartodr. shareholders/members login by using the remote Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
in/login) and the same can also be accessed through e-voting credentials. The link for VC/OAVM will be Shareholders holding NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on
the Company’s website https://assocaitedalcohols.com available in shareholder/members login where the securities in demat a Personal Computer or on a mobile. Once the home page of e-Services is launched, click
EVSN of Company will be displayed. mode with NSDL on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A
25. SEBI vide its notification dated January 24, 2022 has new screen will open. You will have to enter your User ID and Password. After successful
mandated that all requests for transfer of securities 2. Shareholders are encouraged to join the Meeting authentication, you will be able to see e-Voting services. Click on “Access to e-Voting”
including transmission and transposition requests through Laptops / IPads for better experience. under e-Voting services and you will be able to see e-Voting page. Click on company name
shall be processed only in dematerialized form. In or e-Voting service provider name and you will be re-directed to e-Voting service provider
3.
Further shareholders will be required to allow
view of the same and to eliminate all risks associated website for casting your vote during the remote e-Voting period or joining virtual meeting
Camera and use Internet with a good speed to
avoid any disturbance during the meeting. & voting during the meeting.
162 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 163
NOTICE
Type of shareholders Login Method For Physical shareholders and other than individual shareholders holding shares in Demat.
2) If the user is not registered for IDeAS e-Services, option to register is available at https:// PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices. both demat shareholders as well as physical shareholders)
nsdl.com/SecureWeb/IdeasDirectReg.jsp
• Shareholders who have not updated their PAN with the Company/Depository Participant
3)
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: are requested to use the sequence number sent by Company/RTA or contact Company/
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the RTA.
home page of e-Voting system is launched, click on the icon “Login” which is available Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your OR Date of Birth (DOB) demat account or in the company records in order to login.
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and
a Verification Code as shown on the screen. After successful authentication, you will be • If both the details are not recorded with the depository or company, please enter the
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company member id / folio number in the Dividend Bank details field.
name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining virtual (vii)
After entering these details appropriately, click on 31.
INSTRUCTIONS FOR SHAREHOLDERS
meeting & voting during the meeting. “SUBMIT” tab. FOR E-VOTING DURING THE AGM ARE AS
Individual You can also login using the login credentials of your demat account through your Depository (viii) Shareholders holding shares in physical form will UNDER:-
Shareholders (holding Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will then directly reach the Company selection screen. 1. The procedure for e-Voting on the day of the AGM
securities in demat be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to However, shareholders holding shares in demat form is same as the instructions mentioned above for
mode) login through NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting will now reach ‘Password Creation’ menu wherein Remote e-voting.
their Depository feature. Click on company name or e-Voting service provider name and you will be redirected they are required to mandatorily enter their login
2. Only those shareholders, who are present in the
Participants to e-Voting service provider website for casting your vote during the remote e-Voting period password in the new password field. Kindly note that
AGM through VC/OAVM facility and have not
or joining virtual meeting & voting during the meeting. this password is to be also used by the demat holders
casted their vote on the Resolutions through
for voting for resolutions of any other company on
(iv) Important note: Members who are unable to Helpdesk for Individual Shareholders holding
(v) remote e-Voting and are otherwise not barred
which they are eligible to vote, provided that company
retrieve User ID/ Password are advised to use Forget securities in demat mode for any technical issues from doing so, shall be eligible to vote through
opts for e-voting through CDSL platform. It is strongly
User ID and Forget Password option available at related to login through Depository i.e. CDSL e-Voting system available during the AGM.
recommended not to share your password with any
abovementioned website. and NSDL. other person and take utmost care to keep your 3. If any Votes are cast by the shareholders through
password confidential. the e-voting available during the AGM and if the
Login type Helpdesk details same shareholders have not participated in the
(ix) For shareholders holding shares in physical form, the
meeting through VC/OAVM facility, then the votes
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending details can be used only for e-voting on the resolutions
cast by such shareholders shall be considered
securities in Demat mode with a request at [email protected] or contact toll free no. 1800225533 contained in this Notice.
invalid as the facility of e-voting during the
CDSL
(x) Click on the EVSN for the relevant Associated Alcohols meeting is available only to the shareholders
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending & Breweries Ltd on which you choose to vote. attending the meeting.
securities in Demat mode with a request at [email protected] or call at toll free no.: 022 48867000 and 022
NSDL 249970000 (xi)
On the voting page, you will see “RESOLUTION 4.
Shareholders who have voted through Remote
DESCRIPTION” and against the same the option e-Voting will be eligible to attend the AGM.
“YES/NO” for voting. Select the option YES or NO as However, they will not be eligible to vote at
(vi) Step 2 Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-
desired. The option YES implies that you assent to the the AGM.
individual shareholders in demat mode.
Resolution and option NO implies that you dissent to
the Resolution. 32.
PROCESS FOR THOSE SHAREHOLDERS
Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders
WHOSE EMAIL ADDRESSES ARE NOT
other than individual holding in Demat form. (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to
view the entire Resolution details.
REGISTERED WITH THE DEPOSITORIES
1) The shareholders should log on to the e-voting website www.evotingindia.com. FOR OBTAINING LOGIN CREDENTIALS
2) Click on “Shareholders” module. (xiii) After selecting the resolution, you have decided to FOR E-VOTING FOR THE RESOLUTIONS
vote on, click on “SUBMIT”. A confirmation box will PROPOSED IN THIS NOTICE:
3) Now enter your User ID be displayed. If you wish to confirm your vote, click
1. For Physical shareholders- please provide necessary
a. For CDSL: 16 digits beneficiary ID, on “OK”, else to change your vote, click on “CANCEL”
details like Folio No., Name of shareholder, scanned
and accordingly modify your vote.
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, copy of the share certificate (front and back), PAN
(xiv) Once you “CONFIRM” your vote on the resolution, you (self-attested scanned copy of PAN card), AADHAR
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. will not be allowed to modify your vote. (self-attested scanned copy of Aadhar Card) by
4) Next enter the Image Verification as displayed and Click on Login. email to RTA at [email protected] or to the
(xv) You can also take a print of the votes cast by clicking
company at [email protected].
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier on “Click here to print” option on the Voting page.
e-voting of any company, then your existing password is to be used. 2. For Demat shareholders - Please update your email
(xvi) If a demat account holder has forgotten the login
id & mobile no. with your respective Depository
6) If you are a first-time user follow the steps given below: password then Enter the User ID and the image
Participant (DP).
verification code and click on Forgot Password & enter
the details as prompted by the system. 3. For Individual Demat shareholders – Please update your
email id & mobile no. with your respective Depository
(xvii)There is also an optional provision to upload BR/
Participant (DP) which is mandatory while e-Voting &
POA if any uploaded, which will be made available to
joining virtual meetings through Depository.
scrutinizer for verification.
164 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 165
NOTICE
33.
NOTE FOR NON – INDIVIDUAL 7. All grievances connected with the facility for STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.
SHAREHOLDERS AND CUSTODIANS: voting by electronic means may be addressed
to Mr. Rakesh Dalvi, Manager, (CDSL) Central
1.
Non-Individual shareholders (i.e. other than Item No. 4 May 02, 2024 to May 07, 2028 for the remaining period of
Depository Services (India) Limited, A Wing, 25th
Individuals, HUF, NRI etc.) and Custodian are Mr. Anshuman Kedia (DIN: 07702629), Whole Time his tenure.
Floor, Marathon Futurex, Mafatlal Mill Compounds,
required to log on to www.evotingindia.com and Director of the company is liable to retire by rotation and
N M Joshi Marg, Lower Parel (East), Mumbai - Mr. Anshuman Kedia is not disqualified from being
register themselves in the “Corporates” module. being eligible, has offered himself for reappointment.
400013 or send an email to helpdesk.evoting@ appointed and the profile of Mr. Anshuman Kedia is
2. A scanned copy of the Registration Form bearing cdslindia.com or call on toll free no. 1800225533. Mr Anshuman Kedia (DIN: 07702629) was appointed as annexed to the Notice.
the stamp and sign of the entity should be emailed Whole Time Director to the Board on May 08, 2023.
34. OTHER INSTRUCTION: None of the Directors or Key Managerial Personnel of
to [email protected]. Further, the Board of Directors on the recommendation the company except Mr Prasann Kumar Kedia, in anyway,
3.
After receiving the login details a Compliance
1.
The Scrutinizer shall, immediately after the of the Nomination and Remuneration Committee concerned or interested, financially or otherwise, in the
User should be created using the admin login and conclusion of voting at the AGM, unblock the has considered and approved the reappointment of resolution set out at Item No. 4 of the Notice.
password. The Compliance User would be able to votes cast through remote e-voting (votes Mr. Anshuman Kedia (DIN: 07702629) be redesignated
cast during remote e-voting) and will submit a as Whole Time Director and Chief Executive Officer from The Board recommends the Special Resolution as set out
link the account(s) for which they wish to vote on.
consolidated Scrutinizer’s Report of the total at agenda No. 4 of the Notice for approval of the Members.
4. The list of accounts linked in the login should be votes cast in favour or against, if any, to the
mailed to [email protected] and Chairman or a person authorised by him in writing, I. General Information:
on approval of the accounts they would be able to who shall countersign the same. The results will be 1 Nature of Industry Manufacturing of Alcoholic Beverages
cast their vote. announced within the time stipulated under the
2 Date of Commencement of Commercial Production Existing Distillery Since 1989
5.
A scanned copy of the Board Resolution and applicable laws.
Power of Attorney (POA) which they have 2.
The result declared along with the Scrutinizer’s II. Information About Appointee:
issued in favour of the Custodian, if any, should Report shall be placed on the Company’s website 1 Background Details Mr. Anhsuman Kedia is associated with 9+ years with the company having rich
be uploaded in PDF format in the system for the www.associatedalcohols.com and The Company experience of business
scrutinizer to verify the same. shall simultaneously forward the results to
2 Recognition or Award Active in social activities at large
6.
If you have any queries or issues regarding National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE), where the shares of the 3 Nature of Expertise in Mr. Anshuman Kedia hails from the promoter family of Associated Alcohols &
attending AGM & e-Voting from the e-Voting specific functional areas Breweries Limited. Graduated from Regent's university London, and Completed his
System, write an email to helpdesk.evoting@ Company are listed.
Master in Finance from SP Jain Institute Mr. Anshuman is a young and dynamic
cdslindia.com or contact toll free no. 1800225533. professional spearheading the brand development and brand promotion activities
of the company. Mr. Anshuman represents third generation of the family leading
the business, Mr. Anshuman is also actively involved in the supply chain, business
commercials, marketing, and procurement function of the company. Mr. Anshuman
has been appointed as the Whole Time Director w.e.f. May 08, 2023, Leads a
cross functional team Business/Brand Development, Procurement, Supply Chain—
Logistics. He possess an overall experience of 9+ years collaborated with head of
department across functions thus providing leadership on all aspects. Proving his
mettle time and again at his current roles, responsibilities be redesignated as Whole
Time Director & CEO
4 Remuneration Proposed As per details contained in the Notice for the AGM
5 Disclosure of Relationship None (Except Mr. Prasann Kumar Kedia)
The terms and condition of appointment of Reimbursement and other facilities not considered
Mr. Anshuman Kedia and detail of remuneration as perquisites
as specified in the agreement entered into with
(i)
Reimbursement of expenses incurred for
him are as follows. travelling, boarding and lodging during business
(a) Salary in the scale of ` 240 Lakhs - ` 360 lakhs per trips, expenses of telephone at residence and
annum with the authority to the Board of Directors of cell phone.
the company to grant such increments within the said
(ii)
Provision of car with driver, Company car
scale as it may determine from time to time.
with driver (owned/leased or hired) for use
(b)
Perquisites & Allowance: The perquisites and on Company’s business, telephone and other
allowances shall include House Rent Allowances, communication facilities at residence.
Medical Allowances and Leave Travel concession
(iii) The Whole-time Director & CEO shall be entitled
Leave Travel Assistance - Once a year for self & family
to Company’s contribution to Provident Fund,
as per rules of the Company.
Superannuation Fund, benefits of Gratuity and
(c)
Insurance - Payment of Insurance Premium for Life Pension Scheme for Senior Management Staff,
insurance, Group Insurance, Personal Accident earned leave and encashment of earned leave at
Insurance for such amount as may be considered the end of the tenure and long service awards, as
appropriate by the Board. per the rules of the Company. These shall not be
included in the computation of perquisites.
(d) Club fees - Membership fee of such clubs as may be
considered appropriate including admission and life (f) No sitting fees shall be payable for attending the
membership fee. Board meeting or committee meeting thereof.
166 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 167
NOTICE
Item No. 5
(iii)
The Whole-time Director shall be entitled to Item No 8 Item No. 9
Company’s contribution to Provident Fund,
Mr. Tushar Bhandari (DIN: 03583114) was reappointed as Mrs. Ravisha Sanghi is Senior Executive and Assistant Vice The Board of Directors on the recommendation of the
Superannuation Fund, benefits of Gratuity and
Whole Time Director in the 32nd Annual General Meeting President ESG Audit Committee and applicability of Cost Audit from the
Pension Scheme for Senior Management Staff,
held on 20th August, 2021 for a period of 5 years upto 04th financial year 2024-25 has appointed M/s M.P Turakhia &
earned leave and encashment of earned leave at Mrs. Ravisha Sanghi holds a master’s degree in marketing
January, 2027. The all-other terms of the appointment Associates, Cost Accountants, as the Cost Auditor of the
the end of the tenure and long service awards, as she has work experience in private banking from Credit
remains same except a. the remuneration be changed as company. The Cost Auditor has given his consent and
per the rules of the Company. These shall not be Suisse, London where she handled thus managed high
proposed and b. notwithstanding that such remuneration eligibility for the appointment as Cost Auditor
included in the computation of perquisites. net worth client’s investment portfolio profiles. She is also
may exceed the individual overall limits as specified under
having experience thus mentors the digital marketing in As per section 148(3) read with Rule 14 of Companies
Section 197 and schedule V to the Companies Act, 2013, (f)
No sitting fees shall be payable for attending the
solar power company. (Audit and Auditors) Rules 2014, the remuneration payable
Regulation 17 and other applicable regulations of SEBI Board meeting or committee meeting thereof
to the Cost Auditors is to be approved by the shareholders
(LODR) Regulations, 2015 or any statutory modification or None of the Directors or Key Managerial Personnel
at the ensuing AGM.
re-enactment thereof. Item No. 6 except Mr. Anshuman Kedia, are in any way, concerned or
interested financially or otherwise in the resolution set out None of the Directors or Key Managerial Personnel of
The approval of the members in accordance with the Mr. Harshan Kumar Bhandari is the Senior Executive of
at Item No. 8 of the Notice. the company or their relative, in anyway, concerned or
provisions of the Companies Act, 2013, and other the company and associated with company since its
interested, financially or otherwise, in the resolution set
applicable regulations of SEBI (LODR) Regulations, 2015 formation, Mr. Bhandari in anyway, the core leadership The Board recommends the Ordinary Resolution as set
out at Item No. 9 of the Notice.
as amended from time to time is now sought for the team which drives the organisation. The salary and other out at agenda Item No. 8 of the Notice for approval of
remuneration payable to Mr. Tushar Bhandari the details facilities being enhanced that Mr. Harshan Kumar Bhandari the Members. The Board recommends the Ordinary Resolution as set
as set out below: is crossing the permissible limits and the enhancement of out at agenda Item No. 9 of the Notice for approval of
salary is falling under the provisions of office or place of the Members.
None of the Directors or Key Managerial Personnel of
profit falling in terms of Section 188 (1) f of the Companies
the company, their relative are, in anyway, concerned or
Act, 2013.
interested, financially or otherwise, in the resolution set
out at Item No. 5 of the Notice. None of the Directors or Key Managerial Personnel except
Mr. Tushar Bhandari is concerned or interested, financially
The Board recommends the Special Resolution as set out
or otherwise, in the resolution set out at Item No. 6 of
at agenda No. 5 of the Notice for approval of the Members.
the Notice.
The terms and condition of appointment of Mr. Tushar
The Board recommends the Ordinary Resolution as set out
Bhandari and detail of remuneration as specified in the
at agenda No. 6 of the Notice for approval of the Members.
agreement entered into with him are as follows.
a) Salary in the scale and range of such that the gross Place: Indore By Order of the Board of Directors
Item No. 7
annual basis ` 90 lakhs - ` 300 lakhs per annum with Date: 02 May 2024
Mrs. Garima Kedia is Senior Executive and Assistant Vice
the authority to the Board of Directors or Committee
President CSR Associated Alcohols & Breweries Limited
thereof of the company to grant such increments
within the said scale as it may determine. Mrs. Garima Kedia holds degree in Economics with Registered office:
Honours from University of Warwick, UK, she is passionate 4th Floor, BPK Star Tower, AB Road, Sumit Jaitely
b)
Perquisites & Allowance: The perquisites and Indore - 452008 (M.P.) Company Secretary
about blending analytical skills with creative flair. Owing to
allowances shall include House Rent Allowances, CIN: L15520MP1989PLC049380 FCS: 9194
her interest and inclination towards creative side she also
Medical Allowances and Leave Travel concession /
pursued a course in Interior Design from Florence Institute
Leave Travel Assistance - Once a year for self & family
for Design and Interior, Italy
as per rules of the Company.
Transitioning from academia to the business world,
c)
Insurance - Payment of Insurance Premium for Life
Mrs. Garima Kedia honed her financial acumen thus led the
insurance, Group Insurance, Personal Accident
family business of stainless-steel manufacturing, under the
Insurance for such amount as may be considered
able guidance and mentorship of her father. With Cross
appropriate by the Board.
functional profile and experience she aims thus thrives in
d) Club fees - Membership fee of such clubs as may be finding innovative solutions to complex challenges.
considered appropriate including admission and life
Nowadays, with an aim to serve society she is actively
membership fee.
participating in social welfare activities.
e) For the purpose of calculating the above ceiling, the
The salary and other facilities being enhanced is crossing
perquisites shall be evaluated as per the Income-Tax
the permissible limits and is falling under the provision
Rules, 1962, wherever applicable.
of office or place of profit in terms of section 188 of the
Reimbursement and other facilities not considered Companies Act, 2013.
as perquisites
None of the Directors or Key Managerial Personnel
(i)
Reimbursement of expenses incurred for except Mr. Anshuman Kedia, are in any way, concerned or
travelling, boarding and lodging during business interested financially or otherwise in the resolution set out
trips, expenses of telephone at residence and at Item No. 7 of the Notice.
cell phone.
The Board recommends the Ordinary Resolution as set
(ii)
Provision of car with driver, Company car out at agenda Item No. 7 of the Notice for approval of
with driver (owned/leased or hired) for use the Members.
on Company’s business, telephone and other
communication facilities at residence.
168 Associated Alcohols & Breweries Limited 35th Annual Report 2023-2024 169
DETAIL IN PURSUANCE OF REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 OF DIRECTORS / PERSONS SEEKING
APPOINTMENT / RE-APPOINTMENT AT THIS ANNUAL GENERAL MEETING.
CORPORATE INFORMATION
Name of the Director Anshuman Kedia Tushar Bhandari Board of Directors Registrar and Share
DIN 07702629 03583114 Transfer Agent (RTA)
Date of Appointment on the Board 08.05.2023 05.01.2017 (Re-appointment in Mr. Prasann Kumar Kedia
32nd AGM held on 20.08.2021) Managing Director Ankit Consultancy Private Ltd
Qualifications Post Graduate in Finance MBA Mr. Anshuman Kedia 60, Electronic Complex, Pardeshipura
Experience and Expertise Mr. Anshuman is a young and dynamic Mr. Tushar Bhandari has an overall 18+ Whole Time Director Indore - 452010 (Madhya Pradesh)
professional spearheading the brand years of experience with 13+ years (Redesignated as Whole Time Director & Email: [email protected]
development and marketing activities of experience in the liquor industry CEO w.e.f. 02.05.2024 put henceforth for Phone No. (0731) 4065797/99
of the company. Mr. Tushar initiated and successfully
approval in 35th AGM)
implemented the backward integration,
Mr. Anshuman represents the third
he is instrumental in launching Mr. Tushar Bhandari Bankers
generation of the family leading Whole Time Director
company’s premium brands in the row
business, Mr. Anshuman is also actively
and involved in business development Dr. Swaraj Kumar Puri HDFC Bank Limited
involved in the supply chain, business
activities of the company Independent Director IDBI Bank Limited
commercial and procurement function
of the company. (Appointed w.e.f. 26.02.2024) Kotak Mahindra Bank Limited
No. of meetings of Board attended 5 8 Mr. Debashis Das
during the year. Independent Director Registered Office
List of Directorship/ Membership/ Nil Nil
Ms. Apurva Pradeep Joshi
Chairmanship of Committees of other 4th Floor, BPK Star Tower, A.B. Road,
Independent Director
Board of Listed companies. Indore - 452008 (Madhya Pradesh)
Relationship between Directors No (Except Mr. Prasann Kumar Kedia) No Mr. Nitin Tibrewal Email: [email protected]
inter-se Independent Director Phone No. (0731) 4780400/490
Shareholding in AABL (Equity) 19,66,300 5,766 (Term Completed on 31.03.2024)
Terms & conditions of appointment In accordance with the terms as In accordance with the terms as Plant
approved by the shareholders and as approved by the shareholders and as Chief Financial Officer
per company policy. per company policy.
Khodigram, Tehsil-Barwaha
CA. CS. Ankit Agrawal
Distt. Khargone- 451115 (Madya Pradesh)