BOARD'S REPORT
DEAR MEMBERS,
Your Directors have pleasure in presenting the Thirtieth Annual
Report together with the Financial Statements of the Company for the
Financial Year ended March 31,2023.
FINANCIAL HIGHLIGHTS
A brief overview on Stand-Alone and Consolidated Financial
Performance for the Financial Year ended March 31, 2023 is as follows:
A. STANDALONE FINANCIAL PERFORMANCE
|
Particulars
|
31.03.2023
(Audited)
|
31.03.2022
(Audited)
|
|
Revenue from operations
|
57242.44
|
25932.49
|
|
Other Income
|
91.06
|
17.35
|
|
Total Income
|
57333.5
|
25949.84
|
|
Expenses
|
|
|
|
Operating Expenditure
|
29219.58
|
12672.06
|
|
Excise Duty
|
8985.90
|
4632.50
|
|
Employee Benefit Expense
|
1339.85
|
1145.55
|
|
Depreciation and amortization
expenses
|
901.37
|
898.30
|
|
Other Expenses
|
12220.97
|
6761.74
|
|
Total Expenses
|
52667.67
|
26110.15
|
|
Profit before finance cost and tax
|
4665.83
|
-160.31
|
|
Finance Cost
|
908.69
|
940.28
|
|
Profit before tax
|
3,757.14
|
-1,100.59
|
|
Tax Expenses
|
1053.43
|
-3.36
|
|
Share of profit/(loss) in associates
|
-
|
-
|
|
Profit before comprehensive
income
|
2703.71
|
-1097.23
|
|
Other comprehensive incomes
|
5.03
|
14.08
|
|
Total Comprehensive Income for
the year (PAT)
|
2708.74
|
-1083.15
|
B. CONSOLIDATED FINANCIAL PERFORMANCE
|
Particulars
|
31.03.2023
(Audited)
|
31.03.2022
(Audited)
|
|
Revenue from operations
|
149804.50
|
65620.82
|
|
Other Income
|
133.19
|
29.52
|
|
Total Income
|
149937.69
|
65650.34
|
|
Expenses
|
|
|
|
Operating Expenditure
|
48526.79
|
20737.64
|
|
Excise Duty
|
69136.82
|
29104.52
|
|
Employee Benefit Expense
|
2676.55
|
2169.85
|
|
Depreciation and amortization
expenses
|
1701.09
|
1677.77
|
|
Other Expenses
|
19254.68
|
11679.38
|
|
Total Expenses
|
141295.93
|
65369.16
|
|
Profit before finance cost and tax
|
8641.76
|
281.18
|
|
Finance Cost
|
1596.77
|
1535.45
|
|
Profit before tax
|
7044.99
|
-1254.27
|
Tax Expenses 1014.76 -270.27
Share of profit/(loss) in associates - -
Profit before comprehensive income 6030.23 -984.00
Other comprehensive incomes 10.67 11.02
Total Comprehensive Income for the
year (PAT) 6040.90 -972.98
TRANSFER TO RESERVES
The Board of the Company has decided to carry entire amount of its
profit to reserves and surplus.
DIVIDEND EQUITY SHARES
During FY 2022-23 the company declared an interim dividend @5%
on its paidup equity shares capital of the company. Your Board did not
recommend any further dividend on equity shares of the company.
In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as
amended ('Listing Regulations'), the Company has formulated a
Dividend Distribution Policy. Policy is available on the Company's
website and can be accessed at https://www.somindia.com/pdf/sebi/
som-dividend-distribution-policy.pdf
OPERATIONS
During the year under review, on consolidated basis, your Company
registered Gross Revenue of Rs.149937.69 lacs, whereas the Profit
Before Tax and Total Comprehensive Income for the year stood at
Rs.7044.99 lacs and Rs.6040.90 lacs respectively. On a standalone
basis, the Company registered Gross Revenue of Rs.57333.50 lacs,
whereas the Profit Before Tax and Total Comprehensive Income for the
year stood at Rs.3757.14 lacs and Rs.2708.74 lacs, respectively.
KEY DEVELOPMENTS
The following are the key developments reported by your company -
PRODUCTS -
- Genius Prestige whiskey gains 46% market share in Karnataka
segment within 3 months of launch
- Legend Brandy and Pentagon Whisky approved for nationwide
supply by Canteen Stores Department (CSD)
EXPANSION PLANS -
- Execution of an expansion plan of a Capex outlay of Rs. 850
million for the new canning facility at the Bhopal Plant and
expanding the Brewing Facility in Hasan Plant.
- Expansion of the Odisha Plant has been completed in June 2023
at a capex outlay of Rs. 350 million.
OPERATION -
- Highest sales ever recorded in a single month achieved by
Karnataka unit in January
- Contract signed with Radico Khaitan during Q3 FY2023 to
manufacture their IMFL and Ready to Drink brands at our plant
in Hassan, Karnataka, leading to improved utilization of our IMFL
facility
EFFICIENCY -
- The Bhopal plant's beer dispatch in January 2023 has doubled
compared to the previous year's corresponding period
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are
included in the Corporate Governance Report, which forms part of
this Annual Report.
STATUTORY AUDITOR
M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C), was re¬
appointed by the Company as the Statutory Auditors in the 29th
Annual General Meeting held on 27th September, 2022 for a period
of Two consecutive years in terms of the provisions of Section 139(2)
of the Companies Act, 2013 read with Rules made thereunder.
Accordingly, the Auditors hold office until the conclusion of the 31st
Annual General Meeting to be held in the year 2024.
The Statutory Auditors have submitted a certificate confirming their
eligibility under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further, the Company
has also received a copy of Peer Review Certificate as prescribed by
the Institute of Chartered Accountant of India to the Auditors and
declaration from the Auditors that they are not disqualified for such
appointment/ reappointment under the said Act.
The remuneration of M/s AKB Jain & Co., Chartered Accountants for
conducting the statutory audit of the company on a consolidated basis
for FY 2022-23 was Rs.5.77 Lacs (excluding out of pocket expenses).
AUDITOR'S REPORT
The Notes on accounts and observations of the Auditors in their
Report on the Accounts of the Company are self- explanatory.
There were no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Reports
that may call for any explanation from the Directors.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Neelesh
Jain & Associates, Company Secretaries to undertake the Secretarial
Audit of the Company for the FY 2023-24. The remarks of Secretarial
Auditors were self-explanatory and the same was mentioned in the
Board's Report.
The comments of Board on observations of Secretarial Auditor of
the Company in their Report for the FY 2022-23 are indicated below
and the Report of the Secretarial Audit in Form MR-3 is annexed as
Annexure I. Further, in terms of Regulation 24A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the
Company carried out Secretarial Audit of its material unlisted
subsidiaries i.e. (a) Woodpecker Distilleries & Breweries Private Limited
and (b) Som Distilleries & Breweries Odisha Private Limited, through
M/s MM Chawla & Associates, Company Secretaries in Practice. The
reports of the secretarial audit are annexed herewith as Annexure I (A)
& Annexure I (B) respectively.
Comments by Board on observations of Secretarial Auditor:
As per Section 124(6) of the Act read with the IEPF Rules as amended,
all the Shares in respect of which dividend has remained unpaid/
unclaimed for seven consecutive years or more are required to be
transferred to IEPF Account. The Company is in process to send notice /
reminders to the concerned members and to publish notice regarding
the same in newspaper(s).
INTERNAL AUDIT
The Board of Directors had appointed Mr. Sourabh Tandon as the
Internal Auditors of the Company for the F.Y. 2023-24. Internal Financial
Control & Systems of the Company has been devised through its
extensive experience that ensures control over various functions of
its business. The Company practices Quality Management System
for Design, Planning, Construction and Marketing. Periodic audits
conducted by Internal Auditors and Statutory Auditors provide means
whereby any weakness, whether financial or otherwise, is identified
and rectified in time.
SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES
The Company has 2 Wholly Owned Subsidiary as on March 31, 2023.
List of companies which have been consolidated at the year-end is
given in the Notes to Accounts.
During the year, the company has made further investment in
99,90,000 equity shares of Rs.10/- each in one of its wholly owned
subsidiary M/s Som Distilleries and Breweries Odisha Private Limited.
There has been no material change in the nature of the business of
the Subsidiaries. A separate statement containing the report on the
performance and financial position of each of subsidiaries is included
in the consolidated financial statements of the Company forming part
of this Annual Report.
ACCOUNTS OF SUBSIDIARY COMPANIES
Pursuant to applicable Accounting Standards on Consolidated
Financial Statements and Financial Reporting issued by the ICAI
and as prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the financial
information of the subsidiaries, are enclosed and forms part of this
Annual Report.
As per the provision of first proviso of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the
balance sheets of the Subsidiary Companies have not been attached
to the Annual Report. However, Company is required to attach along
with its financial statements a separate statement containing the
salient features of financial statements of its subsidiaries in Form AOC-
1.
Further, the Annual Accounts of the Subsidiary Companies and the
related detailed information will be made available to the shareholders
of the Holding and Subsidiary Companies seeking such information
at any point of time and the Annual Accounts of the subsidiary
companies will also be kept for inspection by any member in the
head office of the holding Company and of the subsidiary companies
concerned. Further, the annual accounts for the FY 2022-23 of all the
subsidiary companies are available on the website of the Company i.e.,
www.somindia.com.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
As per Regulation 34 of the SEBI Listing Regulations, a Business
Responsibility and Sustainability Reporting is annexed as Annexure II
and forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board, upon the recommendation of the CSR Committee, has
adopted CSR Policy and initiated its implementation. The CSR Policy is
available on the Company's website www.somindia.com.
The details pertaining to composition of CSR Committee are included
in the Corporate Governance Report, which forms part of this Annual
Report. The Annual Report on CSR activities is annexed as Annexure III.
POLICY ON SEXUAL HARASSMENT
The Company has Internal Complaints Committee (ICC) with Ms.
Anamma Bosco as (Presiding Officer), Mr. Nakul Sethi (Member), Mr.
Rajesh Dubey (Member), Ms. Madhuri Goel a member from an NGO,
in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All female employees are covered under the Policy. There was no
complaint received from any employee during the FY 2022-23 and
hence no complaint is outstanding as on March 31,2023 for redressal.
Board of Directors & Key Managerial Personnel (KMPs)
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director
of the Company retires by rotation at the ensuing Annual General
Meeting ("AGM”) of the Company and being eligible, offers himself
for re-appointment. The Board on the recommendation of the
Nomination & Remuneration Committee ("NRC”) has recommended
his re-appointment in the ensuing AGM.
During the period under review the Board of Directors of the
Company ('the Board') on the recommendation of the Nomination &
Remuneration Committee ('NRC'), at the meeting held on November
18, 2022, approved the continuation of appointment of Mr. Uma Kant
Samal (DIN: 08669929) as Independent Director of the Company on
attaining the age of seventy-five years for the remaining term of his
appointment i.e. upto April 19, 2025. The shareholders have approved
the same at their meeting held on December 27, 2022. Further,
Mr. Rajesh Kumar (DIN: 08732528) was appointed as Additional
Director (Non-Executive & Independent) w.e.f. December 9, 2022 on
the Board of the Company and regularized by Shareholders as Director
(Non-Executive & Independent) at the Extra Ordinary General Meeting
of the company held on March 7, 2023.
Later, Mr. Rajesh Kumar (DIN: 08732528), Non-executive & Independent
Director has Resigned from the Board of the Company w.e.f. April 14,
2023. The Board appreciated Mr. Kumar's valuable contribution during
his tenure as Independent Director of the Company and noted the
content of his resignation letter that there was no material reason for
his resignation.
The term of appointment of Mr. Nakul Kam Sethi, as Wholetime
Director (DIN: 06512548) was expiring on June 1, 2023. The Board
of Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC”) of the Company at their Meeting
held on April 27, 2023, considering the performance evaluation,
given his background and experience and contributions made by him
during his tenure, the continued association of Mr. Nakul Kam Sethi
would be beneficial to the Company and it is desirable to continue to
avail his services as Wholetime Director, approved the re-appointment
of Mr. Nakul Kam Sethi, as Wholetime Director (DIN: 06512548) of the
Company for a period of 5 years with effect from June 1, 2023. Mr.
Sethi's reappointment was approved by the Shareholders at the Extra
Ordinary General Meeting of the company held on August 5, 2023.
The term of appointment of Mr. Satpal Kumar Arora (DIN: 00061420)
was expiring on October 13, 2023. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee
("NRC”) of the Company at their Meeting held on September 5, 2023,
considering the performance evaluation, given his background and
experience and contributions made by him during his tenure, the
continued association of Mr. Satpal Kumar Arora would be beneficial
to the Company and it is desirable to continue to avail his services as
Independent Director, approved the re-appointment of Mr. Satpal
Kumar Arora, as Independent Director of the Company for a further
period of 5 years with effect from October 13, 2023 and recommend
Mr. Arora's reappointment for approval of the Shareholders at the
ensuing Annual General Meeting of the company.
Details of Mr. Nakul Kam Sethi (DIN: 06512548) and Mr. Satpal Kumar
Arora (DIN: 00061420) are provided in the explanatory statement
to the AGM Notice, in accordance with the provisions of (i) Listing
Regulations and (ii) Secretarial Standard on General Meetings ("SS-2”),
issued by the Institute of Company Secretaries of India.
Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the Listing Regulations, the Independent Directors have
provided a declaration to the Board of Directors that they meet the
criteria of Independence as prescribed in the Companies Act, 2013
and the Listing Regulations, and are not aware of any situation which
exists or may be reasonably anticipated that could impair or impact
their ability to discharge duties as an Independent Director with an
objective independent judgement and without any external influence.
Further, veracity of the above declarations has been assessed by the
Board, in accordance with Regulation 25(9) of the Listing Regulations.
Further, declaration in compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended
by Ministry of Corporate Affairs ("MCA”) Notification dated October
22, 2019, regarding the requirement relating to enrolment in the Data
Bank created by MCA for Independent Directors, has been received
from all the Independent Directors.
The Company has formulated a policy on 'familiarisation programme
for independent directors'which is available on the Company's website
at the link https://www.somindia.com/pdf/sebi/SOM-Familiarization-
Programme-for-Independent-Directors.pdf
Brief resume of the Director(s) recommended for approval of
appointment/re-appointment at the 30th AGM of the Company and
nature of expertise in specific functional areas and names of the
Companies in which he/she holds Directorship and Membership/
Chairmanship of Committees of the Board, as stipulated under SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015
are provided in the Corporate Governance Report which forms part of
the Annual Report.
BOARD AND ITS COMMITTEES
The Board, as on March 31, 2023 comprises 7 Members - 2 Executive
Directors and 5 Non-executive Directors, of which 5 are Independent
Directors. During the period under review, your directors met eight
times. The maximum time-gap between any two consecutive
meetings was within the period prescribed under the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Details of number of
meetings of Board and various Committees attended during the year
by each Director/ Member is disclosed in the Corporate Governance
Report forming part of this Annual Report.
The Board, as on March 31, 2023 has six Committees namely, Audit
Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholder Relationship
Committee, Risk Management Committee and Executive Legal and
Borrowing Committee.
A detailed note on the composition of the Board, Committees
including meetings, attendance thereat is provided in the Corporate
Governance Report which forms part of this Annual Report.
Mr. J.K. Arora, is the Chairman and Managing Director, Mr. Nakul Kam
Sethi is the Whole time Director, Mr. Rajesh Kumar Dubey is the Chief
Financial Officer and Mr. Om Prakash Singh is the Company Secretary
& Compliance Officer of the Company.
RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE AND RIGHTS
ISSUE
The company was in requirement of funds for working capital for this
purpose the company came up with a preferential issue of convertible
equity warrants of approx. Rs.27.20 crore and a rights issue of equity
shares of approx. Rs.49 crores during the year.
CHANGE IN NAME OF THE COMPANY
On the recommendation by the Board, the shareholders of the
company in the Extra-Ordinary General Meeting held on December
27, 2022, has approved the change of name of the Company from
'Som Distilleries & Breweries Limited' to 'Som Distilleries Breweries and
Wineries Limited'. The Certificate w.r.t. change of Name is awaited from
the concerned ROC. The company is following up for the same and till
such time the Fresh COI is received, the company will continue with
its existing name.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on January 24th, 2023, without the
attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance
of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account
the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.
COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI
The Board confirms that, during the period under review, the Company
has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) as amended from time
to time.
DECLARATION BY INDEPENDENT DIRECTORS
As per the requirement of section 134(3)(d) of the Companies Act,
2013, the Company is required to attach the statement on declaration
given by the Independent Directors under Section 149(6) with the
Report. Your Company has received the said declaration from all the
Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
a. In the preparation of the annual accounts for the Financial Year
ended March 31, 2023, the applicable Accounting Standards
have been followed and there are no material departures;
b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2023 and of the
profit of the Company for the year ended on that date;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d. The Directors had prepared the financial statements of the
Company for the Financial Year ended March 31,2023 on a 'going
concern' basis.
e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, details of the Employees are set out in Annexure IV.
DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN
SCHEME 2020
The Company has "SOM Employees Stock Option Plan Scheme 2020”
("SOM ESOP-2020”). The Board on the recommendation of NRC
modified the SOM ESOP-2020 scheme and the shareholders approved
the same at their Meeting (EGM) held on April 8, 2021 to extend the
benefits of the SOM ESOP-2020 scheme for the benefit of permanent
Employees and/ or Directors of the Company and/or subsidiary
company(ies), as may be permissible under the SEBI Regulations.
The Company did not issue/grant any options under "SOM ESOP-2020
scheme” during the year under review.
Accordingly, there are no outstanding options under SOM ESOP-
2020 as on March 31, 2023. Accordingly, no disclosures in terms of
Companies (Share Capital and Debenture) Rules, 2014 and Securities
and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is required.
Further the Company has received the in-principle approval from
the stock exchanges for the for implementation of SOM ESOP-2020
scheme in terms of the amended regulations.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/
TECHNOLOGY/ ABSORPTION/ FOREIGN EXCHANGE EARNING AND
OUTGO
The information required pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development,
Technology Absorption is set out in Annexure V.
INVESTOR RELATIONS
As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued
by the Securities and Exchange Board of India, Company is timely
redressing the Investor Complaints through the SEBI complaints
Redress System (SCORES). As a part of compliance, the Company has a
Stakeholder Relationship Committee to redress the issues relating to
investors. It consists of four Members namely Mr. Satpal Kumar Arora,
Chairperson, Mr. Deena Nath Singh, Ms. Nishi Arora and Mr. Nakul Kam
Sethi, as Members.
The details of this Committee are provided in the Corporate
Governance Report forming part of the Annual Report.
LISTING
The equity shares are listed on the BSE Ltd (Bombay Stock Exchange)
and the National Stock Exchange of India Ltd. (NSE). Both these Stock
Exchanges have nationwide terminals and therefore, shareholders/
investors are not facing any difficulty in trading the shares of the
Company from any part of the Country. The Company has paid annual
listing fees for FY 2022-23 and FY 2023-24 to BSE and NSE and annual
custody fees to National Securities Depository Limited and Central
Depository Services (India) Limited.
CORPORATE GOVERNANCE REPORT
The Directors adhere to the requirements set out by the Securities and
Exchange Board of India's Corporate Governance practices and have
implemented all the stipulations prescribed. Secretarial compliances,
reporting, intimations etc. Under the Companies Act, 2013, listing
agreement(s) and other applicable laws, rules and regulations are
noted in the Board/ Committee Meetings from time to time. The
Company has implemented several best corporate governance
practices as prevalent globally.
The Corporate Governance Report as stipulated under Regulation
34(3) and other applicable Regulations read with Part C of Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Report.
CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING
COMPANY SECRETARIES
The requisite Certificate from the Company secretary in practice, M/s
N.K. Jain & Associates, Company Secretaries, confirming compliance
with the conditions of Corporate Governance as stipulated under
Regulation 34(3) and 53(f) read with Part E of Schedule V of the
aforesaid Regulations, forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available
on the Company's website and can be accessed at the Company's
website under the weblink https://www.somindia.com
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES
All contracts/ arrangements/ transaction entered into by the Company
during the financial year with related parties were in the ordinary
course of business and on arm's length basis.
During the year, the Company had not entered into any contract/
arrangement/ transaction with the related parties which could be
considered material in accordance with the Policy of the Company
on materiality of related party transactions. The RPT Policy is available
on the Company's website under the weblink https://www.somindia.
com. Your Directors draw attention of the Members to Note no. 43 of
the financial statements which set out related party disclosure.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The company has complied with the provisions of Section 186 of the
Companies Act, 2013 in relation to loans, investments and guarantees
given by the Company during the year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to
which these financial statements relate till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
The details of the same are provided in Corporate Governance Report
forming part of the Annual Report.
PERFORMANCE EVALUATION
SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015, mandates that the Board shall monitor and review the Board
evaluation framework. The framework includes the evaluation of
Directors on various parameters.
Companies Act, 2013 states that a formal annual evaluation needs
to be made by the Board on its own performance and that of its
Committees, Chairman of the Board and Individual Directors.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent Directors shall be done by the entire Board
of Directors, excluding the Directors being evaluated.
The Company has adopted adequate Policy for the evaluation of
its Director including independent Director and for the evaluation
of the performance of Board and its Committee; the above referred
evaluation has been made in accordance with the stated Policy which
is available on the website of the Company under the weblink https://
www.somindia.com
DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provision of Section 178 of the Companies Act 2013 and
Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 the Board of Directors on the recommendation
of Nomination and Remuneration Committee has framed a Policy
for the appointment of Directors and Senior Management and their
remuneration which is available on the website of the Company under
the weblink https://www.somindia.com.
The details pertaining to composition of Nomination and
Remuneration Committee are included in the Corporate Governance
Report, which forms part of this Annual Report.
RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy which is
aimed at creating and protecting shareholders value by minimizing
threats and losses and identifying and maximizing opportunities. Your
Directors periodically review the risks associated with the business or
threaten the prospect of the Company. The Risk Management Policy
is available on the website of the Company under the weblink https://
www.somindia.com.
WHISTLE BLOWER POLICY
The Company has a vigil mechanism named as Whistle Blower Policy
of the Company, an avenue to raise concern and access in good faith
the Chairman of the Audit Committee which provide for adequate
safeguard against victimization of person. The Policy on Whistle
Blower Policy is available on the website of the Company under the
weblink https://www.somindia.com.
CREDIT RATING
The company's long-term bank loan ratings have been upgraded from
BBB to BBB by ICRA. Similarly, the company's short-term rating has
been upgraded to A2 from A3 . This upgrade reflects the company's
continued commitment to financial strength, stability, and strategic
growth. The rating upgrade is a testament to the company's strong
position within the industry and its ability to navigate evolving market
dynamics successfully.
The Company has the following latest rating assigned by ICRA on
banking facilities.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation
for assistance and co-operation received from the vendors and
stakeholders including financial institutions, banks, Central & State
Government Authorities, other business associates, who have
extended their valuable sustained support and encouragement
during the year under review.
The relationship with the employees remained cordial during the year.
Your Directors are thankful to the shareholders and customers for their
continued patronage. Your Directors wish to place on record their
appreciation for solidarity, cooperation and support of employees and
all stakeholders.
CAUTIONARY STATEMENT
Statement made in the Annual Report, including those stated under
the caption "Management Discussion and Analysis” describing
the Company's plans, executions, achievements, projections and
expectations may include approximations and may constitute
"forward looking statement” within the meaning of applicable laws
and regulations. Actual results may differ materially from those either
expressed or implied.
Place: Bhopal For and on behalf of the Board
Date: September 5, 2023 FOR SOM DISTILLERIES AND BREWERIES LIMITED
Sd/-
J.K. ARORA
CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00224633)
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