Sab Millar 2014 Annual Report
Sab Millar 2014 Annual Report
Sab Millar 2014 Annual Report
Contents
General Information
Board of Directors
Our Brands
13
Notice 15
Directors Report
24
Auditors Report
38
Balance Sheet
43
44
45
47
80
81
General Information
BOARD OF DIRECTORS
Mr. Ari Mervis - Chairman
Mr. Stephen Shapiro
Mr. Shalabh Seth - Managing Director - From 01.01.2015
Ms. Anna Jane Swaithes - From 03.02.2015
Mr. Arun Monappa - From 01.04.2015
Ms. Shwetambari Rao Chandrakant - From 01.04.2015
REGISTERED OFFICE
Unit No.301-302, Third Floor
Dynasty Business Park, B Wing
Andheri Kurla Road, Andheri (East)
Mumbai 400059
CORPORATE OFFICE
6th Floor, Green Heart Building, Mfar Manyata Tech Park
Phase IV, Nagavara, Bengaluru - 560045
BANKERS
Standard Chartered Bank
Royal Bank of Scotland
Citi Bank N.A.
First Rand Bank Limited
J P Morgan Chase Bank
AUDIT COMMITTEE
Mr. Ari Mervis - Chairman
Ms. Catherine May - Upto 31.10.2014
Mr. Stephen Shapiro - Upto 31.03.2015
Ms. Anna Jane Swaithes - From 03.02.2015
To 31.03.2015
Mr. Arun Monappa - From 01.04.2015
Ms. Shwetambari Rao - From 01.04.2015
STAKEHOLDERS RELATIONSHIP
COMMITTEE
Mr. Ari Mervis - From 08.05.2014
Mr. Tejvir Singh - From 06.08.2014
Mr. Suyog Karajgi - From 06.08.2014
Mr. Sridhar S - From 06.08.2014
STATUTORY AUDITORS
B S R & Co LLP
Chartered Accountants
Maruthi Info-Tech Centre
11-12/1, Inner Ring Road, Koramangala
Bangalore 560071
REGISTRAR AND
SHARE TRANSFER AGENT
Sharepro Services (India) Pvt Ltd
Samhita Warehousing Complex
Gala No.52 to 56, Bldg No.13A-B
Near Sakinaka Telephone Exchange
Andheri-Kurla Road, Sakinaka
Mumbai 400072
BREWERIES
Bangalore, Karnataka
Medak, Telangana
Sonepat, Haryana
Aurangabad, Maharashtra
Meerut, Uttar Pradesh
Neemrana, Rajasthan
Chalakudy, Kerala
Cuttack, Orissa
Puducherry Union Territory
Board Of Directors
Our Brands
Our trusted
and time tested
home grown
brands
International
Brands for the
discerning
Trend setting
new premium
strong beer
OUR BRANDS
NOTICE
DIRECTORS REPORT
OUR BRANDS
NOTICE
DIRECTORS REPORT
OUR BRANDS
NOTICE
DIRECTORS REPORT
Sustainability In Action
SABMiller Indias success is built upon
a clear strategic direction and a shared
commitment to the companys vision,
mission and values.
DIRECTORS REPORT
NOTICE
Creating Community
Partnerships -The Spent Malt
Project in Medak, Telangana
OUR BRANDS
10
Key Achievements:
Priyadarshini Women SHG in Fasalvadi village:
The spent malt initiative will be expanded within the current year to few more Self Help Groups (SHGs) from the surrounding
villages, near the Charminar brewery in Medak.
The project empowers women SHGs through micro-entrepreneurship, increase income of farmers from milch animals and
improves their livelihoods.
11
Saanjhi Unnati
OUR BRANDS
NOTICE
DIRECTORS REPORT
ANNUAL FINANCIAL STATEMENTS
12
Sustainable Development
Dear Shareholders,
Business performance
This year was another challenging year
for the Beer industry and for SABMiller
India due to several regulatory and
other issues. However, I am pleased to
inform you that your company was able
to grow Volume by c.1% in FY 201415 despite significant environmental
challenges during the year such as the
bifurcation of Andhra Pradesh which is
one of the largest volume contributing
states in the country, declaration by
the Kerala state government of a policy
for phased prohibition of alcohol and
the imposition of the election code of
conduct in several states during the
peak season in April and May.
During the year we successfully
launched Miller Ace a strong beer
variant of our premium Miller brand.
The initial response from Consumers
has been very positive. This launch
further strengthens our position as the
only beer company with a complete
portfolio straddling all segments.
13
Water
Water is crucial to our business and its
potential scarcity can affect us and the
communities we operate in. This has
triggered our efforts to be more efficient
in our water use and better understand
our watersheds. Water is a shared risk
and requires collective stakeholder
action. Recognizing this, we are
engaging in building partnerships with
Industry bodies, Non-Governmental
Organizations (NGOs), other important
institutes and the communities to
collectively address the challenge we
all face. Our projects in India on Ground
Water Management and Livelihood
NOTICE
Future Outlook
Alcohol Responsibility
Exception reporting on
Financials
OUR BRANDS
Cheers!
Shalabh Seth
Area of Concern
Enterprise Development
14
DIRECTORS REPORT
Our
Malt
Barley
Development
Programme -Saanjhi Unnati, which
started in Rajasthan with 1500
farmers in 2005, goes from strength
to strength. It has now been extended
to 36 centers in 5 States with about
9,500 farmers mirroring the trust and
continuous engagement of our teams
with the local communities. Your
company is now procuring more than
70% of its barely requirement through
this programme.
Notice to Members
SABMiller India Limited
NOTICE
Ordinary Business
1. To receive, consider and adopt the
Audited Balance Sheet as at 31st
March, 2015 and the Statement
of Profit & Loss for the year ended
on that date and the Report of the
Directors and Auditors thereon.
2. To appoint a Director in place of
Mr. Stephen Victor Shapiro, who
retires by rotation at this meeting
and being eligible, offers himself for
re-appointment.
Special Business
4. Appointment of Managing Director
3. Appointment of Auditors
15
Notice to Members
16
8. Borrowing Powers
DIRECTORS REPORT
NOTICE
OUR BRANDS
continued
Notice to Members
firms, body corporates, banks,
financial institutions or from others
by way of cash credit, advances,
deposits or other loans whether
secured or unsecured by mortgage,
charge, hypothecation, lien or
pledge of the Companys assets
and properties whether movable
and/or immovable or stock-in-trade
(including book debts, bills, raw
materials, stores and spare parts and
components in stock or in transit)
work-in-progress and debts and
advances notwithstanding that the
sum or sums so borrowed together
with the moneys, if any, already
borrowed by the Company (apart
from the temporary loans obtained
from the Companys bankers in the
ordinary course of business) may
exceed in the aggregate the paid up
capital of the Company and its free
reserves which have not been set
apart for any specific purpose but so
that the total amount upto which the
moneys may be so borrowed shall
not at any time exceed Rs.2,500
Crores (Rupees Two thousand five
hundred crores).
NOTES:
1. A member entitled to attend and vote
at the meeting is entitled to appoint
a proxy to attend and vote on a poll
in his/her stead. A proxy need not
be a member of the company.
continued
of the company not less than fortyeight hours before the meeting. A
blank proxy form is enclosed.
E-mail: sharepro@shareproservices.
com
5. Voting through electronic means:
17
Notice to Members
REVEN
(Remote
e-voting
Event Number) USER ID
PASSWORD/PIN
(ii) Please follow all steps from
Sl. No. (ii) to Sl. No. (xii)
above, to cast vote.
18
DIRECTORS REPORT
of
NOTICE
(vii)
Select
REVEN
SABMiller India Limited
OUR BRANDS
continued
Notice to Members
VIII. You can also update your mobile
number and e-mail id in the user
profile details of the folio which
may be used for sending future
communication(s).
IX. The voting rights of members
shall be in proportion to their
shares of the paid up equity
share capital of the Company
as on the cut-off date of 5th
August, 2015.
X. Any person, who acquires shares
of the Company and become
member of the Company after
dispatch of the notice of AGM
and holding shares as of the
cut-off date i.e. 5th August,
2015, may obtain the login ID
and password by sending a
request at evoting@nsdl.co.in or
contacting the RTA at sharepro@
shareproservices.com
continued
19
Explanatory Statement
(Pursuant to section 102 of
the Companies Act, 2013)
As required by Section 102 of the
Companies Act, 2013 (the Act), the
following explanatory statement sets
out all material facts relating to the
business mentioned under Item Nos. 4
to 8 of the accompanying Notice:
Item No.4
Mr. Grant Liversage has resigned
as a Managing Director w.e.f 31st
December 2014. The Board of Directors
of the Company at its meeting held
on 11th November, 2014 appointed,
subject to approval of the members
of the Company Mr. Shalabh Seth as
the Managing Director of the Company
effective from 1st January, 2015 for
a period of five years and approved
limits for payment of remuneration for
a period not exceeding three years
as detailed in the Resolution forming
part of the accompanying notice. The
remuneration approved by the Board of
Directors and as proposed in this Notice
for confirmation by the Shareholders
is a reasonable remuneration not
with standing the limits prescribed in
Schedule V to the Act considering the
nature and type of responsibilities and
Notice to Members
OUR BRANDS
continued
Statement containing Particulars as prescribed in sub-clause (iv) of second proviso to Clause (B) of
Section II of Part II of Schedule V of the Act.
Nature of Industry
Date or expected date of commencement of The Company was incorporated on 18th November 1988
commercial production
Rs. Crores
31-03-2013
31-03-2014
31-03-2015
1996.53
1920.23
1939.70
(88.35)
(99.73)
(127.36)
20
DIRECTORS REPORT
I. GENERAL INFORMATION
Notice to Members
continued
Background details
Mr. Shalabh Seth is aged 43 years, Mechanical Engineer from BITS, Pilani and MBA
from INSEAD. Mr. Seth has experience of more than 20 years and has held various
positions in the Company since 2003. He was the Director-Sales of the Company prior
to appointment as Managing Director.
Past remuneration
Rs.13,815,629/- for the period from 1st April 2014 to 31st December 2014
Recognition or awards
Nil
Mr. Shalabh Seth as Managing Director shall be responsible to deliver the strategic
business objectives of the company as set by the Board of Directors.
Mr. Shalabh has a proven track record in the Indian business and over the years has
progressed through various senior roles in the organization including Head of Manufacturing
Development, Supply Chain Director, and was the Sales Director since October 2011.
Prior to joining SABMiller India, he has worked with ITC Ltd for over 8 years.
He has the relevant industry experience in various functions in a leadership role and
accordingly he is well suited to lead the Company as a Managing Director.
Remuneration proposed
The terms and conditions of appointment along with details of remuneration are set out
in the Special Resolution proposed in the Notice of Annual General Meeting.
Comparative remuneration
profile with respect to industry,
size of the company, profile
of the position and person
(in case of expatriates, the
relevant details would be w.r.t.
the country of his origin)
Mr. Shalabh Seth has no pecuniary relationship directly or indirectly either with
the company or with any managerial personnel, except to the extent of proposed
remuneration.
Rs. Crores
21
31-03-2016
31-03-2017
31-03-2018
2205.40
2578.20
2970.00
259.14
310.09
370.43
Notice to Members
continued
OUR BRANDS
IV. DISCLOSURES
1
(ii)
Not Applicable
(iii)
Not Applicable
(iv)
Stock Option Details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over
which exercisable.
Not Applicable
Item No.5
22
DIRECTORS REPORT
Item No. 6
NOTICE
(i)
Notice to Members
continued
The
Board
has
appointed
Ms. Shwetambari Rao Chandrakant
as Independent Director based on her
qualification, experience and standing
as provided hereinabove.
None of the Directors or Key Managerial
Personnel (KMP) or relatives of Directors
or KMP are either directly or indirectly
concerned or interested in the said
Resolution.
Information provided hereinabove sets
out all such facts as are required to
enable the members to understand the
meaning, scope and implications of the
item of business and to take a decision
thereon.
Resolution is commended for the
consent of the shareholders.
Item No. 7
Ms. Anna Jane Swaithes has been
appointed as a Director pursuant to
the provisions of Section 161(4) of the
Companies Act, 2013 at the Board
Meeting held on 3rd February, 2015
to fill the casual vacancy caused on
the resignation of Ms. Catherine May,
Director and she holds the office upto
the date upto which Ms. Catherine
23
Item No.8
At the Annual General Meeting of the
Company held on 29th August, 2012,
the Members empowered the Board
of Directors under Section 293(1)(d) of
the Companies Act, 1956 to borrow
monies for the business purposes of
the Company upto a limit of Rs.2,500
Crores over and above the paid
up capital and free reserves of the
company.
In view of introduction of new
Companies Act, 2013, the above
limits shall have to be approved by
the Shareholders under Section 180(1)
(c) of the said Act. Hence, approval of
members is sought through resolution
proposed under item No.8.
None of the Directors or Key Managerial
Personnal (KMP) or relatives of directors
or KMP are either directly or indirectly
concerned or interested in the said
Resolution.
Information provided hereinabove sets
out all such facts as are required to
enable the members to understand the
meaning, scope and implications of the
item of business and to take a decision
thereon.
Resolution is commended for the
consent of the shareholder.
BY ORDER OF THE BOARD
Sridhar S
Company Secretary
Place: New Delhi
Date: 19th May, 2015
Directors Report
OUR BRANDS
Dear Members,
State of Affairs
(Rupees in Crores)
Particulars
Financial
Year
2014-15
2013-14
1939.70
1920.23
(127.36)
(99.73)
(127.36)
(99.73)
Events subsequent to
the date of financial
statements
There are no material changes and
commitments
affecting
financial
position of the company between 31st
March 2015 and the date of Boards
Report.
Dividend
As the Company has incurred loss
during the year, the Directors do not
24
Our Brands
Haywards 5000
The brand continued its successful
journey during 2014-15 as well and
gained both in terms of brand equity
measures and market share in key
states. Our Haywards 5000 Hausla
Buland Academy initiative is now
in its second year of existence and
the program has already touched
more than 60,000 people across
the country. This year the Hausla
Buland Academy extended its reach
through a skills development program
and conducted many on-ground
activations across the country to help
people fuel their resolve to reach their
next milestone in life in line with the
brands positioning.
DIRECTORS REPORT
NOTICE
Operations
Financial
Year
Directors Report
continued
Royal Challenge
Miller Franchise
Knock Out
Knock Out continued its focus
in its core markets of Karnataka,
Maharashtra, Telangana and Andhra
Pradesh also during 2014. We
launched a new thematic through
the line campaign in the second half
of the year and introduced regional
celebrities as brand ambassadors.
As a result our brand equity
measures for Knock Out in all above
states have improved over the past
year.
Fosters
Fosters plays a critical role for our
business in the Upper-Mainstream
beer segment. We have re-launched
the brand in 2014 with a new
refreshing brew, have innovated
our packaging to include thermochromatic elements that show
consumers when their beer is
most refreshing and have imported
world class extra-cold assets to
deliver Fosters always extra-cold
and most refreshing. Since the
re-positioning of Fosters to the
extra-cold refreshment platform,
all consumer measures for the
brand have improved and this has
translated into volume and market
share growth across key states for
the year.
25
Human Resource
It is our people which really
set SABMiller India apart. We
consciously attract, retain and
develop employees with ability,
commitment and the ambition to
succeed in a result driven, fast
paced global business. Its our
people; their belief and commitment
to best practices, our values and
our quality products which make
SABMiller one of the leading and
most admired brewers across
the globe. SABMillers people
philosophy has been to enable an
organizational culture that values
decentralized and entrepreneurial
working. We are committed to
creating a transparent organization
that helps our employees hone their
skills and enable them to deliver
superior performance. During the
fiscal year 2014-15, SABMiller
India focused on various strategic
learning programmes, employee
engagement and health and safety
initiatives aimed at the holistic
development
of
our
dynamic
workforce. SABMiller Indias Talent
Management strategy incorporated
a structured approach in employee
engagement,
resourcing,
performance and compensation
management, competency-based
development, career and succession
planning and organization building.
Our
maiden
Global
Employee
Effectiveness Survey was conducted
by Towers Watsons in the month
of July 2014. In India we had a
Directors Report
Directors
In accordance with the Clause (c)
sub-Clause (6) of Section 152 of the
Companies Act, 2013 at every Annual
General Meeting of the Company, one
third of the total numbers of Directors
are liable to retirement by rotation.
26
DIRECTORS REPORT
Board Meetings
NOTICE
OUR BRANDS
continued
Directors Report
Key Managerial Personnel
During the year Mr. Shalabh Seth,
Managing Director, Mr. Tejvir Singh,
Chief Finance Officer and Mr. Sridhar
S, Company Secretary were appointed
as Key Managerial Personnel of the
Company.
During the year Mr. Paul DSilva, Chief
Finance Officer who was appointed
as Key Managerial Personnel has
resigned.
Independent Directors
Mr.
Arun
Monappa
and
Ms. Shwetambari Rao Chandrakant
were appointed as Independent
Directors by the Board at their meeting
held on 3rd February 2015 effective 1st
April 2015.
Declaration from
Independent Directors
The Company has received declaration
from Independent Directors of the
Company under Section 149(7)
of the Companies Act, 2013 that
the Independent Directors of the
Company meet with the criteria of their
Independence laid down in Section
149(6).
Composition of Audit
Committee
During the year, the Audit Committee
was re-constituted. The present
members of the Committee are
Mr. Ari Mervis, Mr. Arun Monappa,
Independent
Director
and
Ms. Shwetambari Rao Chandrakant,
Independent Director. The company
has revised the Terms of Reference of
the Audit Committee during the year
continued
Nomination and
Remuneration Committee
Stakeholders Relationship
Committee
The
Stakeholders
Relationship
Committee was constituted during the
year as required under sub section (1)
and (5) of Section 178 of the Companies
Act, 2013. The present members of
the Committee are Mr. Ari Mervis,
Mr. Tejvir Singh, Mr. Suyog Karajgi and
Mr. Sridhar S.
Vigil Mechanism
The company has an established
mechanism
for
Directors
/
Employees to report concerns
about unethical behaviour, actual or
suspected fraud, or violation of the
code of conduct or ethics policy of
the Company prior to the enactment
of Companies Act, 2013 and the
same has been construed as Vigil
Mechanism in terms of Section 177
of the said Act. It also provides
for adequate safeguards against
victimization of directors/ employees
who avail of the mechanism. The
company affirms that no personnel
has been denied access to the audit
committee. All suspected violations
27
Directors Responsibility
Statement
In pursuance of Section 134(5) of the
Companies Act, 2013, the Directors
hereby confirm that:
1. In the preparation of the annual
accounts,
the
applicable
accounting standards had been
followed along with proper
explanation relating to material
departures.
2. 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
at the end of the financial year
and of the profit and loss of the
company for that period.
Directors Report
Secretarial Audit
Pursuant to the provisions of Section
204(1) of the Companies Act, 2013,
2.
Robust
reporting
&
review
mechanisms for detailed analysis
of Energy usages in Breweries
and ranking them according to
the individual performances on
common scale.
3. Knowledge sharing across the
Breweries with more focus and
implement cross brewery best-inclass practices very quickly.
4. Focused Actions on reducing CO2
emissions from our operations
through utilization of renewable
Energy sources like Bio-mass
Boilers, Solar Heating systems,
Vapor absorption Refrigeration
plants and Bio gas usage in
Boiler as ancillary fuel. Actions
on Electricity usage reduction,
focusing the reduction in CO2
28
C. Foreign Exchange
Earnings and Outgo
During the year, the company has earned
Rs.74.80 Crores in foreign exchange.
B. Technology Absorption
DIRECTORS REPORT
Auditors
NOTICE
A. Conservation of Energy
Conservation of Energy,
Technology Absorption,
Foreign Exchange
Earnings and Outgo
OUR BRANDS
continued
Directors Report
An amount of Rs. 93.07 Crores was
incurred in foreign exchange.
Corporate Social
Responsibility Policy
The Company has adopted a policy
on Corporate Social Responsibility and
the Corporate Social Responsibility
Committee comprises of Mr. Stephen
Shapiro, Ms. Shwetambari Rao
Chandrakant and Ms. Anna Swaithes.
The Company has not made any
profits during the last several years
including last three financial years and
as such spending of 2% of profits of the
Company does not arise. However, as
a good corporate citizen, the company
is carrying out CSR activities suo
moto in some of the areas. For more
details, please refer to the Sustainable
Development Report.
continued
Particulars of loans,
guarantees or investments
Pursuant to the provisions of Section
186 of the Companies Act, 2013,
the Company has provided loan of
Rs.34,47,707/- to SABMiller Breweries
Private Limited, a company wholly
owned by the SABMiller group.
29
Acknowledgement
Your Directors wish to place on record
their appreciation for contribution
made by the employees at all levels.
The Directors would also like to
acknowledge the continued support
extended by Bankers, Distributors,
Shareholders,
Customers
and
Suppliers.
FOR AND ON BEHALF OF THE BOARD
Ari Mervis
Shalabh Seth
Director
Managing Director
Directors Report
continued
OUR BRANDS
U65990MH1988PLC049687
Registration Date
No
DIRECTORS REPORT
II.
(All the business activities contributing 10% or more of the total turnover of the company shall be stated)
Name and Description of
main products/services
Beer
15531
100%
Sl.No.
CIN/GLN
Holding / Subsidiary
/ Associates
% of shares
held
Applicable
Section
Holding company
51.76
2(46)
SABMiller Breweries
Private Limited
U99999MH1995PLC138600
Associate company
45.36
2(6)
30
Sl.No.
III.
NOTICE
Directors Report
continued
IV.
i.
Category of shareholders
Demat
Physical
Total
% of
total
shares
Demat
Physical
Total
% of total
shares
0.00
0.00
% of
change
during the
year
A. PROMOTERS
1) Indian
a) Individual/HUF
0.00
b) Central Govt
0.00
0.00
0.00
c) State Govt(s)
0.00
0.00
0.00
142069512
142069512
45.36
142069372
153
142069525
45.36
0.00
d) Bodies Corporate
e) Banks/FI
0.00
0.00
0.00
f) Any other
0.00
0.00
0.00
142069512
142069512
45.36
142069372
153
142069525
45.36
0.00
0.00
0.00
0.00
b) Other individuals
0.00
0.00
0.00
c) Bodies Corporate
167676855
1651174
169328029
54.07
167676855
1651174
169328029
54.07
0.00
d) Banks/FI
0.00
0.00
0.00
e) Any other
0.00
0.00
0.00
167676855
1651174
169328029
54.07
167676855
1651174
169328029
54.07
0.00
309746367
1651174
311397541
99.43
309746227
1651327
311397554
99.43
0.00
B. PUBLIC SHAREHOLDING
1) Institutions
a) Mutual Funds
b) Banks/FI
2240
2240
0.00
2240
2240
0.00
0.00
1312
2696
4008
0.00
1312
2696
4008
0.00
0.00
c) Central Govt
0.00
0.00
0.00
d) State Govt(s)
0.00
0.00
0.00
0.00
0.00
0.00
f) Insurance Companies
0.00
0.00
0.00
g) FIIs
0.00
0.00
0.00
0.00
0.00
0.00
i) Others (Specify)
0.00
0.00
0.00
1312
4936
6248
0.00
1312
4936
6248
0.00
0.00
35406
14363
49769
0.02
35996
15178
51174
0.02
0.00
0.00
0.00
0.00
31
Directors Report
continued
OUR BRANDS
b) Individuals
i) Individual shareholders
holding nominal share capital
upto Rs.1 lakh
c) Others (specify)
1267890
1604580
0.51
330499
1258256
1588755
0.51
0.01
18800
18800
0.01
33327
33327
0.01
0.00
87554
93798
0.03
8834
84844
93678
0.03
0.00
397140
1369807
1766947
0.56
408656
1358278
1766934
0.56
0.00
398452
1374743
1773195
0.57
409968
1363214
1773182
0.57
0.00
0.00
0.00
0.00
310144819
3025917
313170736
100.00
310156195
3014541
313170736
100.00
0.00
ii.
Shareholding of Promoters
Shareholding at the beginning of the year
Sl.
No.
Shareholders Name
No. of shares
% of total
shares of the
company
% of shares
Pledged/
encumbered to
total shares
% of total
shares of the
company
No. of
shares
% of shares
Pledged/
encumbered to
total shares
% of
change
in share
holding
during the
year
162086038
51.76
0.00
162086038
51.76
0.00
0.00
142069512
45.36
0.00
142069525
45.36
0.00
0.00
5590817
1.79
0.00
5590817
1.79
0.00
0.00
Sl.
No.
0.53
0.00
1651174
0.53
0.00
0.00
99.44
0.00
311397554
99.44
0.00
0.00
No. of shares
No. of shares
311397541
99.44
311397541
99.44
4
50
800
80
0.00
0.00
0.00
0.00
4
50
800
80
0.00
0.00
0.00
0.00
117
0.00
117
0.00
311398358
99.44
311398358
99.44
32
% of total shares of
the company
DIRECTORS REPORT
iii.
1651174
311397541
NOTICE
1
2
6244
336690
Directors Report
iv.
Sl.
No.
continued
% of total shares of
the company
No. of shares
% of total shares of
the company
No. of shares
18800
0.01
18800
0.01
18040
0.01
18040
0.01
12560
0.00
12560
0.00
7720
0.00
14527
0.00
SRINIVAS NAYAK P
7177
0.00
7177
0.00
ATUL SARIN
6989
0.00
6989
0.00
6847
0.00
6847
0.00
LEKHA PATEL
6000
0.00
6000
0.00
5440
0.00
5997
0.00
10
5383
0.00
4440
0.00
v.
Sl.
No.
% of total shares of
the company
No. of shares
No. of shares
14
0.00
14
0.00
0.00
0.00
14
0.00
14
0.00
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars
Secured Loans
excluding deposits
Unsecured Loans
Deposits
(Rs.)
Total indebtedness
10,98,25,05,588
10,98,25,05,588
7,42,71,549
7,42,71,549
Total (i+ii+iii)
11,05,67,77,137
11,05,67,77,137
69,46,31,22,711
69,46,31,22,711
Reduction
(68,24,84,78,542)
(68,24,84,78,542)
Net Change
1,21,46,44,169
1,21,46,44,169
33
Directors Report
continued
OUR BRANDS
12,23,16,01,654
12,23,16,01,654
3,98,19,652
3,98,19,652
Total (i+ii+iii)
12,27,14,21,306
12,27,14,21,306
VI.
A.
(Rs.)
Sl.
No.
1
Particulars of Remuneration
Managing Director
Mr. Grant Murray Liversage
Upto 31st December 2014
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act, 1961
Managing Director
Mr. Shalabh Seth
From 1st January 2015
Total Amount
40,94,106
135,82,701
202,27,016
1,91,475
204,18,491
Stock Option
48,96,662
48,96,662
Sweat Equity
Commission
- as % of profit
- others, specify
B.
Sl.
No.
42,85,581
388,97,854
(Rs.)
Particulars of Remuneration
Name of MD/WTD/Manager
Total Amount
Independent Directors
Fee for attending board/committee meetings
Commission
Others, please specify
Total (1)
40,000
-
40,000
-
40,000
40,000
40,000
40,000
34
346,12,273
DIRECTORS REPORT
Total (A)
NOTICE
94,88,595
Name of MD/WTD/Manager
Directors Report
C.
continued
(Rs.)
Particulars of Remuneration
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act, 1961
Total
77,16,880
80,06,320
18,71,481
175,94,681
11,70,732
11,70,732
Stock Option
Mr. Sridhar S
Company
Secretary
Sweat Equity
Commission
- as % of profit
- others, specify
18,71,481
187,65,413
Total
VII.
88,87,612
80,06,320
Type
Section of the
Companies Act
Details of Penalty/
Punishment/
Compounding fees
imposed
Brief Description
Authority [RD/NCLT/
COURT]
A. COMPANY
PENALTY
PUNISHMENT
COMPOUNDING
B. DIRECTORS
PENALTY
PUNISHMENT
COMPOUNDING
Penalty
PUNISHMENT
COMPOUNDING
35
Directors Report
continued
OUR BRANDS
36
d)
Legal Metrology (Packaged
Commodities) Rules 2011
e) The Environmental Protection
Act, 1986.
f) The Water (Prevention and
control of Pollution) Act, 1974.
h)
The
Hazardous
(Management and
Rules, 1989.
Waste
Handling)
DIRECTORS REPORT
NOTICE
To,
The Members
SABMiller India Limited,
Unit No.301-302, Dynasty Business Park
B Wing,3rd Floor, Andheri Kurla Road
Andheri (East), Mumbai 400059
CIN: U65990MH1988PLC049687
Directors Report
Stock Exchanges as the Company
is not a listed Company.
During the period under review the
Company has complied with the
provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned
above except to the extent mentioned
below:
1) The Company has appointed
at the Board Meeting held on
3rd February 2015 Independent
Directors with effect from 1st April
2015 referred under Section 149
of the Companies Act 2013.
We further report that:
The Board of Directors of the Company
is duly constituted during the financial
year with proper balance of Executive
Directors, Non-Executive Directors
except Independent Directors for which
a threshold period upto 31st March 2015
is provided under the Companies Act,
2013. The changes in the composition
of the Board of Directors that took
place during the period under review
were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors
to schedule the Board Meetings, agenda
and detailed notes on agenda were sent
at least seven days in advance, and a
system exists for seeking and obtaining
further information and clarifications on
the agenda items before the meeting
and for meaningful participation at the
meeting.
Majority decision is carried through
voting at the meeting. Minutes of
the Meetings are self explanatory
with respect to recording dissenting
members view if any.
continued
37
Auditors Report
Report on the financial statements
38
DIRECTORS REPORT
NOTICE
Auditors responsibility
OUR BRANDS
Supreet Sachdev
Partner
Membership No. 205385
Bangalore
Date: 19 May 2015
Annexure to the
Auditors Report
Independent
39
Bombay Prohibition
Act, 1949
Karnataka Excise
Act, 1965
Supervision charges of
excise staff
Duty on expired beer
Overtime wages of
excise staff
1,284,936 2002-03
327,231 2005-06
40
Amount (Rs.)
DIRECTORS REPORT
Name of the
Statute
NOTICE
OUR BRANDS
Amount (Rs.)
Sales Tax
Sales Tax
242,508 2000-01
Sales Tax
576,486 2002-03
Assistant Commissioner of
Commercial Taxes (Appeals),
New Delhi
Sales Tax
217,200,913 2007-08
Sales Tax
1,514,943 1992-93
Sales Tax
3,639,154 1995-96
Sales Tax
1,445,537 1996-97
Sales Tax
12,317,495 2001-02
Sales Tax
4,334,290 2002-03
1981-82 to 1984-85,
1997-98 to 1998-99
Pondicherry General
Sales Tax Act, 1967
Sales Tax
Sales Tax
Sales Tax
Maharashtra Value
Added Tax Act, 2002
Joint Commissioner
(Appeals), Mumbai
Assessing Authority,
Pondicherry
Joint Excise and Taxation
Commissioner (Appeals)
Additional Commissioner,
Commercial Taxes (Appeals),
Gwalior
Entry Tax
1,289,754 2008-09
Additional Commissioner
(Appeals), Gwalior
Entry Tax
2,000,117 2005-06
Entry Tax
690,569 2008-09
Additional Commissioner
(Appeals)
48,052,847 2008-09
Joint Commissioner
(Appeals), Aurangabad
2005-06 to 2007-08,
2009-10 to 2010-11
Joint Commissioner
(Appeals), Aurangabad
11,982,000
Additional Commissioner-II,
Department of Trade & Taxes,
New Delhi
173,412,657
41
Joint Commissioner
(Appeals), Andhra Pradesh
Income-tax Act,
1961
Customs Duty
161,555 2007-08
40,808,341 2006-07
Commissioner of Income
tax (Appeals)
Income-tax
60,253,760 2007-08
Income-tax
63,295,869 2008-09
NOTICE
Joint Commissioner of
Commercial Tax, Kolkata
429,000 2009-10
Amount (Rs.)
OUR BRANDS
Name of the
Statute
Note: The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure.
42
DIRECTORS REPORT
Balance sheet
Note
As at 31 March 2015
2.1
2.2
3,131,707,360
3,131,707,360
1,699,030,559
2,972,618,629
4,830,737,919 6,104,325,989
As at 31 March 2014
2.41
144,348,809 111,964,306
Non-current liabilities
Long-term borrowings
2.3
Other long-term liabilities
2.4
Long-term provisions
2.5
3,981,601,654
2,850,345,761
152,961,656
128,257,373
216,938,587
180,607,569
4,351,501,897 3,159,210,703
Current liabilities
Short-term borrowings
2.6
Trade payables
2.7
Other current liabilities
2.8
Short-term provisions
2.9
8,250,000,000
7,629,160,411
1,902,732,743
2,237,900,721
3,961,560,201
3,807,817,533
561,593,328
518,810,800
14,675,886,272 14,193,689,465
24,002,474,897 23,569,190,463
ASSETS
Non-current assets
Fixed assets
Tangible assets
2.10
Intangible assets
2.10
Capital work-in-progress
8,607,378,642
1,905,701,799
435,400,751
10,948,481,192 11,012,194,980
2.11
Non-current investments
8,355,244,081
2,047,279,458
609,671,441
2,282,873 2,282,873
597,468,549
529,282,024
505,124,425 580,298,110
12,053,357,039 12,124,057,987
11,949,117,858 11,445,132,476
3,677,053,126
6,006,868,669
671,852,758
1,450,678,369
142,664,936
24,002,474,897
Supreet Sachdev
Partner
Membership No. 205385
Shalabh Seth
Managing Director
Ari Mervis
Director
Bangalore
Date: 19 May 2015
Tejvir Singh
Chief Financial Officer
Sridhar S
Company Secretary
New Delhi
Date: 19 May 2015
43
3,446,164,218
6,185,620,612
71,156,066
1,683,829,661
58,361,919
23,569,190,463
Note
Income
33,630,386,968
(15,556,015,270)
18,074,371,698
555,522,671
18,629,894,369
572,402,654
19,202,297,023
2.20
68,609,620
164,692,546
19,465,597,114
19,366,989,569
Other income
8,819,193,352
424,755,714
9,444,144,301
300,722,349
(172,693,746)
1,660,996,143
1,031,627,328
1,146,371,521
-
7,828,934,872
(314,288,077)
1,652,127,546
1,115,770,907
1,105,198,336
32,858,966
7,027,766,834
20,739,185,184
20,364,301,162
NOTICE
Expenses
Cost of materials consumed
Purchase of stock-in-trade
Changes in inventories of finished goods,
work-in-progress and traded goods
2.21
Employee benefits expense
2.22
Finance cost
2.23
Depreciation and amortisation
2.10
Impairment loss
2.10
Other expenses
2.24
34,119,273,692
(16,536,336,086)
17,582,937,606
813,349,181
18,396,286,787
1,000,700,707
19,396,987,494
OUR BRANDS
(4.07)
(3.18)
DIRECTORS REPORT
The notes referred to above form an integral part of the statement of profit and loss
ANNUAL FINANCIAL STATEMENTS
Supreet Sachdev
Partner
Membership No. 205385
Shalabh Seth
Managing Director
Ari Mervis
Director
Bangalore
Date: 19 May 2015
Tejvir Singh
Chief Financial Officer
Sridhar S
Company Secretary
New Delhi
Date: 19 May 2015
44
(1,273,588,070)
(997,311,593)
1,146,371,521
(20,753,497)
(23,359)
1,025,934,114
(28,258,568)
(17,623,787)
-
158,797,020
-
(16,360,826)
974,494,548
(230,888,908)
178,751,943
79,137,503
2,487,270
332,774,563
1,336,756,919
1,105,198,336
(9,265,931)
(333,634)
1,106,422,319
(16,255,829)
9,067,708
(8,450,067)
39,051,751
32,858,966
17,031,918
1,278,013,944
(772,041,825)
12,925,201
(968,686,830)
1,916,510
331,679,546
(116,193,454)
(30,673,833)
(4,960,349)
1,306,083,086
(121,153,803)
(1,107,743,789)
53,138,000
12,959,416
23,359
-
31,839,818
(50,000,000)
-
(1,085,710,933)
97,117,000
2,096,661
333,634
(422,849)
13,350,934
17,574,641
(1,059,783,196)
(955,660,912)
d 2,919,372 1,625,657
g = e + f
45
524,060,828
(576,064,531)
31,729,464
607,793,995
555,790,292
31,729,464
555,790,292
31,729,464
OUR BRANDS
Note:
Components of cash and cash equivalents
Cash and cash equivalents (refer note 2.16)
671,852,758
51,708,459
Book overdraft (refer note 2.8)
(116,062,466)
(19,978,995)
The notes referred to above form an integral part of the cash flow statement
SUSTAINABLE DEVELOPMENT REPORT
Supreet Sachdev
Partner
Membership No. 205385
Shalabh Seth
Managing Director
Ari Mervis
Director
Tejvir Singh
Chief Financial Officer
Sridhar S
Company Secretary
Bangalore
Date: 19 May 2015
New Delhi
Date: 19 May 2015
NOTICE
DIRECTORS REPORT
ANNUAL FINANCIAL STATEMENTS
46
Background
These
financial
statements,
therefore,
do
not
include
any adjustments relating to
recoverability and classification of
asset amounts or to classification
and amount of liabilities that may
be necessary if the Company was
unable to continue as a going
concern.
(iii) Interest
from
47
sale
of
The Company estimates the useful lives for fixed assets as follows:
Class of assets
Buildings
Number of years
5-28
20
- Packing plant
15
- Chillers
- Others
14-18
Computer equipment
Office equipment
Motor vehicles
Brands
20
Computer software
48
The
Company
periodically
assesses whether there is any
indication that an asset or a
group of assets comprising a
cash generating unit may be
impaired. If any such indication
exists, the Company estimates the
recoverable amount of the asset.
For an asset or group of assets
that does not generate largely
independent cash inflows, the
recoverable amount is determined
for the cash generating unit to
which the asset belongs. If such
recoverable amount of the asset or
the recoverable amount of the cash
generating unit to which the asset
belongs is less than its carrying
amount, the carrying amount is
reduced to its recoverable amount.
The reduction is treated as an
impairment loss and is recognised
in the statement of profit and loss.
The recoverable amount is higher
of the assets net selling price and
value in use.
DIRECTORS REPORT
1.7 Impairment
NOTICE
1.6 Depreciation
based
on
managements
assessment of market conditions
in India, intent to use and ability
to maintain these assets, previous
history of these brands and
internationally accepted practices.
OUR BRANDS
1.10 Inventories
and condition.
Maintenance spares, which are in regular use and are not an integral part of any
fixed asset, are treated as inventory and valued at cost.
49
and
contingent
50
1.14
Provisions
liabilities
DIRECTORS REPORT
NOTICE
1.15 Taxation
(ii)
The
Company
has
an
arrangement
with
Life
Insurance
Corporation
of India to administer its
superannuation
scheme,
which is a defined contribution
scheme. The contributions to
the said scheme are charged
to the statement of profit and
loss on an accrual basis.
1.13 Leases
OUR BRANDS
51
As at
31 March 2014
3,200,000,000
3,200,000,000
3,200,000,000 3,200,000,000
3,131,707,360
3,131,707,360
3,131,707,360
3,131,707,360
(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
As at 31 March 2014
No. of shares
Amount (Rs.)
313,170,736
-
3,131,707,360
-
313,170,736
-
3,131,707,360
-
313,170,736
3,131,707,360
313,170,736
3,131,707,360
As at 31 March 2015
No. of shares
Amount (Rs.)
OUR BRANDS
(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates
As at
31 March 2014
NOTICE
162,086,038
142,069,512
5,590,817
1,651,174
DIRECTORS REPORT
162,086,038
142,070,329
51.76
45.37
As at 31 March 2014
No. of shares
% holding
162,086,038
142,069,512
51.76
45.36
(e) Number of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash/ issued as bonus
shares/ bought back (during five years immediately preceding 31 March 2015)
31 March 2015
Equity shares allotted
Pursuant to a contract
Bonus shares issued
Equity shares bought back
-
-
-
-
31 March 2014
-
-
-
-
52
31 March 2013
31 March 2012
31 March 2011
7,241,991
-
-
-
-
-
-
-
As at
31 March 2015
As at
31 March 2014
2,000,000 2,000,000
Capital reserve
2,000,000 2,000,000
Securities premium account
9,576,907,748
9,576,907,748
9,576,907,748
9,576,907,748
(1,029,743,130)
(1,029,743,130)
(1,029,743,130) (1,029,743,130)
1,218,399,316 1,218,399,316
General reserve
1,218,399,316
1,218,399,316
Opening balance
(6,794,945,305)
(5,797,633,712)
(1,273,588,070)
(997,311,593)
(8,068,533,375) (6,794,945,305)
1,699,030,559
2.3 Long-term borrowings
As at
31 March 2015
Unsecured
Term loans
- External commercial borrowings (ECB) from Standard Chartered Bank
2,972,618,629
As at
31 March 2014
1,871,006,998
Loans and advances from related parties (refer to note 2.36)
- External commercial borrowings
- Others
3,896,044,402
85,557,252
899,102,095
80,236,668
3,981,601,654
2,850,345,761
(a)
(b)
Corporate guarantees have been given by SABMiller plc for the external commercial borrowings from banks.
Terms of repayment:
Particulars
Repayment terms
Interest rate
ECB from Standard Chartered
Bank
ECB from related party (SABMiller
Asia BV)
* ECB from Standard Chartered Bank have been foreclosed during the year ended 31 March 2015.
53
Currency
Swap premium
6.40% to 9.43%
LIBOR + 60 to 150
basis points
6.45% to 7.33%
9% per annum
OUR BRANDS
As at
31 March 2014
As at
31 March 2014
5,225,190
116,686,357
10,171,595
6,345,826
152,961,656
128,257,373
As at
31 March 2015
As at
31 March 2014
159,657,312
120,694,517
NOTICE
142,790,061
59,913,052
180,607,569
As at
31 March 2015
As at
31 March 2014
279,160,411
DIRECTORS REPORT
57,281,275
216,938,587
- from banks
- bank overdraft
Other loans and advances
Unsecured
- from banks
- working capital loans
- commercial paper issued to related party (refer note 2.36)
5,250,000,000
7,350,000,000
3,000,000,000
8,250,000,000
7,629,160,411
(a) Working capital loan from banks are due for repayment or renewal within a period of 12 months.
(b) There has been no defaults in repayment of principal and interest as at 31 March 2015 (previous year: Nil).
(c) Of the above working capital loan from banks, Nil (previous year: Rs. 1,650,000,000) is covered by corporate guarantees given
by SABMiller plc.
(d) Commercial paper having face value of Rs 3,000,000,000 have been issued during the current year at a discount of 8.55%. The
maturity date of the commercial paper is 20 October 2015.
54
Unsecured
As at
31 March 2014
Trade payables
- Due to micro and small enterprises (refer to note 2.40)
21,639,708
59,654,166
1,656,020,428
1,910,533,493
225,072,607
267,713,062
1,902,732,743
2,237,900,721
As at
31 March 2015
39,819,652
74,271,549
162,268,123
103,370,477
Book overdraft
116,062,466
19,978,995
14,256,401
19,075,088
770,017,594
577,294,249
Other liabilities
As at
31 March 2014
502,999,414
- statutory dues
311,273,588
424,700,235
152,867,337
119,270,846
- deferred revenue
- for expenses
Provision for income-tax (net of advance tax and tax deducted at source)
55
9,804,476
8,303,208
5,265,394
2,386,691,832
1,951,786,810
3,961,560,201
3,807,817,533
As at
31 March 2015
As at
31 March 2014
11,131,908
11,398,404
525,601,507
482,552,483
5,047,648
5,047,648
19,812,265
19,812,265
561,593,328
518,810,800
18,280,343
Leasehold improvements
10,380,013
13,969,697,612
Motor vehicles
1,252,264,052
17,563,015,348
16,894,411,225
Total
Previous year
194,044,625
1,146,371,521
1,105,198,336
1,546,038,278
7,026,269,182
6,002,052,650
3,620,770,302
18,511,249,045
17,563,015,348
304,030,355
92,146,173
25,014,400
102,171
174,342
Office equipment
60,487,947
35,806,926
Total
24,404,508
Accelerated depreciation
charge
Buildings
Description
1,573,155,421
141,913,082
1,715,068,503
7,965,309,638
7,026,269,182
25,014,400
207,331,065
80,981,804
6,250,241,135
6,531,298
28,067,126
60,775,715
135,022,864
5,265,114,306
728,869,202
13,858,633
12,001,991
As at
31 March 2015
25,014,400
182,316,665
341,748
3,586,696
2,502,164
46,661,922
127,547,168
1,676,967
Deletions
134,222,627
32,858,966
32,858,966
22,458,966
10,400,000
Provision for
impairment
as at
31 March 2015
(refer to note iii
below)
38,968,622
2,047,279,458
1,905,701,799
10,402,523,539
10,513,080,441 10,402,523,539
2,008,310,836
67,936,975
8,355,244,081
4,966,045
24,058,619
6,510,879
7,786,239
5,898,550,914
2,004,412,775
4,760,943
25,850,860
378,346,807
As at
31 March 2014
(Rs.)
1,837,764,824
8,607,378,642
9,104,902
27,684,243
5,281,755
873,094
6,054,311,110
2,102,130,092
4,421,710
25,224,929
378,346,807
As at
31 March 2015
Net block
32,858,966
(787,113)
(237,338)
(101,363,661)
-
787,113
237,338
134,222,627
101,363,661
134,222,627
32,858,966
22,458,966
10,400,000
As at
31 March 2015
(Rs.)
During the year ended 31 March 2014, the Management decided to discontinue operations at one of its breweries and has accordingly created a provision for
impairment against freehold land, the realisable value of which is considered to be nil. Also refer note (ii) above for impairment of leasehold land. During the
year ended 31 March 2015, the Company sold its assets at one of its non-operational brewery, which was impaired, for a total consideration of Rs. 5,000,000.
Accordingly, the provision for impairment for these assets have been reversed/ deleted pursuant to such sale.
Previous year
Total
Motor vehicles
Office equipment
(860,707)
860,707
(72,835,054)
Computer equipment
(10,043,449)
72,835,054
22,458,966
(16,600,000)
27,000,000
10,043,449
Addition
(Reversal)/
deletions
As at
1 April 2014
Buildings
Leasehold land
Freehold land
Description
During year ended 31 March 2014, the Management decided to discontinue the construction of a brewery and had accordingly impaired leasehold land
amounting to Rs. 22,458,966 and capital work-in-progress amounting to Rs. 39,051,751. Further,pursuant to a decision in the current year for a potential
change in the location of a project under development, the Company has impaired capital work-in-progress amounting to Rs. 158,797,020.
23,498,613
(ii)
170,546,012
952,326,896
1,696,416
3,213,162
14,519,791
25,918,848
806,629,271
99,384,244
339,233
143,428,869
25,014,400
Depreciation charge for year ended 31 March 2014 includes accelerated depreciation
amounting to Rs. 60,487,947 (refer table below) on account of revision in the useful life of
certain assets.
(Rs.)
625,931
Charge during
the year
(refer to note
i below)
1,402,609,409
5,480,230,904
5,176,630
28,440,660
48,758,088
155,765,938
4,586,032,203
631,161,925
13,519,400
11,376,060
As at
1 April 2014
209,850,057
14,890,478,743
15,636,200
55,751,369
66,057,470
135,895,958
11,319,425,416
2,830,999,294
18,280,343
59,685,886
388,746,807
As at
31 March 2015
3,410,920,245
279,015,955
551,152
4,107,528
4,162,023
46,937,212
197,440,978
9,217,062
16,600,000
Deletions
DIRECTORS REPORT
(i)
Notes:
52,466,966
3,593,317,736
760,750,296
52,466,966
6,572,505
14,950,526
182,397,491
Computer software
Brands
3,410,920,245
53,286,392
Office equipment
Intangible assets
5,807,339
1,199,797,086
55,268,967
18,420,286
164,412,884
959,448,223
10,557,418,171
Computer equipment
194,598,207
2,645,618,149
59,685,886
Leasehold land
Buildings
405,346,807
Freehold land
Tangible assets
Additions
NOTICE
As at
1 April 2014
Gross block
Description
56
OUR BRANDS
As at
31 March 2015
295 (previous year: 295) fully paid up equity shares of Rs. 100
each in Haryana State Cooperative Bank Limited
80,000
29,500
109,500
Less: Provision for, other than temporary, diminution in the value of
investments
(109,500)
80,000
29,500
109,500
(109,500)
- -
As at
31 March 2014
2,256,323
26,550
2,282,873
2,256,323
26,550
2,282,873
Aggregate market value of quoted investments
Aggregate provision for diminution in value of investments
2,282,873
11,407,447
-
(109,500)
As at
31 March 2015
-
(109,500)
As at
31 March 2014
57
50,000,000
35,239,922
98,670,625
33,150,420
201,784,226
1,973,463
3,250,000
1,466,653
131,250,000
119,859,265
98,048,876
30,190,310
171,110,393
1,973,463
3,250,000
1,466,653
70,000,000
6,133,034
34,550,206
3,811,219
29,571,845
597,468,549
529,282,024
As at
31 March 2015
As at
31 March 2014
87,410,130
(87,410,130)
80,614,224
(80,614,224)
-
597,468,549
2.13 Other non-current assets
As at
31 March 2015
529,282,024
As at
31 March 2014
401,498,855
323,198,351
76,766,970
247,201,496
- in current account *
5,161,504
5,161,504
- in margin money deposit accounts maturing after 12 months
21,697,096
4,736,759
505,124,425
580,298,110
OUR BRANDS
* Out of the amounts held in current account, Rs 5,161,504 (previous year: Rs 5,161,504) is held in lien by government authorities.
NOTICE
2.14 Inventories
Raw materials
As at
31 March 2015
1,451,285,592
22,775,983
Finished goods
236,952,324
Stock-in-trade
37,878,320
241,378,208
1,499,218,273
1,112,049,568
3,859,873
4,938,809
446,580,427
351,353,916
16,380,654
7,826,301
3,446,164,218
Refer note 1.10 of significant accounting policies on disclosure of method for valuation of inventories
2.15 Trade receivables
Unsecured
As at
31 March 2015
Outstanding for a period exceeding six months
Considered good
Considered doubtful
571,191,526
498,936,838
(571,191,526)
(498,936,838)
58
As at
31 March 2014
3,677,053,126
1,690,739,096
DIRECTORS REPORT
Work-in-progress
As at
31 March 2014
As at
31 March 2015
As at
31 March 2014
Others
Considered good
6,006,868,669
6,185,620,612
44,065,428
Less: Provision for doubtful debts
Considered doubtful
6,006,868,669
-
6,229,686,040
(44,065,428)
6,006,868,669
6,185,620,612
6,006,868,669
6,185,620,612
As at
31 March 2015
As at
31 March 2014
650,504,390
21,348,368
31,716,718
19,991,741
Other bank balances
Balances with banks:
- in margin money deposit accounts maturing within 12 months
671,852,758
51,708,459
-
-
19,447,607
19,447,607
671,852,758
As at
31 March 2015
10,205,369
71,156,066
As at
31 March 2014
5,547,008
Others
- Loans and advances to employees
272,221
3,749,385
- Advances for supply of goods and rendering of services
188,987,072
235,266,414
- Duty drawback receivable
10,826,652
13,966,079
- Prepaid expenses
168,437,272
114,680,613
- Loan to contract bottler
113,750,000
80,000,000
- Balances with excise and other government authorities
957,056,330
1,225,895,459
- Interest accrued but not due
1,143,453
4,724,703
1,450,678,369
2.18 Other current assets
Derivative financial assets
Unamortised discount on issue of commercial paper
As at
31 March 2015
-
142,664,936
1,683,829,661
As at
31 March 2014
58,361,919
-
142,664,936 58,361,919
59
31 March 2015
641,905,187
322,211,417
15,023,981
21,560,122
1,000,700,707
31 March 2015
31 March 2014
194,946,126
339,445,323
16,388,258
21,622,947
572,402,654
31 March 2014
Interest income
Dividend income
- Miscellaneous income
55,107,159
17,623,787
8,450,067
68,800,000
20,753,497
9,265,931
1,950,409
6,479,926
68,609,620
164,692,546
31 March 2014
1,116,988,377
7,826,301
1,366,192,886
769,188,494
619,351,300
336,634,985
746,841,586
432,553,509
236,952,324
241,378,208
Closing stock
Work-in-progress
1,503,078,146
Stock-in-trade
16,380,654
(B)
60
1,116,988,377
7,826,301
1,756,411,124
1,366,192,886
836,875,792
619,351,300
919,535,332
746,841,586
(172,693,746)
(314,288,077)
(A)
554,187,165
DIRECTORS REPORT
Finished goods
241,378,208 215,001,329
333,634
31 March 2015
Stock-in-trade
23,359
Opening stock
Work-in-progress
16,255,829
NOTICE
28,258,568
Income from contract bottling
Sale of spent malt and scrap
Duty draw back on exports
Royalty income
31 March 2015
Contributions to
1,500,977,005
31 March 2014
1,521,794,936
59,558,482
55,350,826
49,313,271
16,849,294
467,263
10,792,466
50,680,122
47,340,024
1,660,996,143
1,652,127,546
Compensated absences
Interest expense
31 March 2015
31 March 2014
1,014,589,978
1,096,640,013
17,037,350
19,130,894
1,031,627,328
1,115,770,907
31 March 2015
31 March 2014
857,212,161
716,553,666
381,736,925
1,440,551,234
776,671,081
1,216,949,912
599,401,387
219,817,103
203,767,790
344,124,652
198,342,526
255,327,624
128,515,721
390,211,468
1,405,142,596
929,146,306
1,039,957,197
419,562,912
216,004,294
143,904,456
288,402,393
208,801,840
223,074,534
120,545,423
28,024,448
136,751,974
98,748,262
158,797,020
44,477,014
-
28,189,260
6,795,906
5,072,789
352,000
43,049,024
69,225,547
25,179,295
121,505,576
100,779,375
39,051,751
47,499,271
9,067,708
24,222,015
52,979,730
-
Miscellaneous
587,033,512
506,175,028
7,828,934,872
7,027,766,834
Commission on sales
Freight outward
Power and fuel
Advertisement and publicity
Management group service charge
Rates and taxes
Legal and professional
Clearing and forwarding
Travel and conveyance
Consumption of stores and spare parts
Rent (refer to note 2.39)
Repairs
- buildings
- plant and machinery
- others
Impairment of capital work-in-progress [refer to note 2.10(ii)]
Insurance
Loss on sale of fixed assets, net
Provision for doubtful debts
Provision for doubtful loans and advances
Bad and doubtful debt written off
Doubtful loans and advances written off
Provision for claims, net
Net loss on foreign currency translation and transactions
61
As at
31 March 2014
Contingent liabilities
b) Excise matters
d) Custom matters
e) Other matters
19,931,526
19,516,818
234,523,299
394,807,316
261,555
261,555
169,003,814
169,003,814
b) Other commitments
1,173,024,674
134,171,067
NOTICE
2.26. Income from contract bottling operations pertains to the revenue share the Company has earned on sales made by the
tie-up units (contract bottlers). These revenues are recorded on a net basis in order to comply with relevant statutory
regulations, where by tie-up units raise invoices on their customers, discharge statutory dues and taxes and record
sales on a gross basis in the financial statements. The contract bottling agreement further specifies that the dealing
between the Company and the contract bottlers is on a principal to principal basis. The above practice is consistent
with prevalent industry practice.
(ii) Commitments
a) Estimated amount of contracts remaining to be executed on
capital account (net of advances) and not provided for
359,735,166
428,446,204
(i)
OUR BRANDS
Particulars
2.27. Auditors remuneration, net of service tax (included under legal and professional expenses)
For the year ended
31 March 2015
31 March 2014
DIRECTORS REPORT
Particulars
As auditor
- Statutory audit
10,700,000
11,450,000
- Tax audit
62
1,000,000
584,358
528,364
Reimbursement of expenses
1,000,000
31 March 2015
Opening stock
Sales (gross of excise duty)
Closing stock
1,116,988,377
34,119,273,692
1,503,078,146
31 March 2014
554,187,165
33,630,386,968
1,116,988,377
31 March 2015
Opening stock
Purchases
Sales
Closing stock
7,826,301
424,755,714
813,349,181
16,380,654
31 March 2014
-
300,722,349
555,522,671
7,826,301
31 March 2015
1,376,747,426
2,997,819,028
1,362,177,797
3,082,449,101
8,819,193,352
31 March 2014
1,659,726,315
3,277,070,292
1,340,166,765
3,167,180,929
9,444,144,301
* Individual items are less than 10% of the total value of consumption.
(d) Consumption of imported and indigenous raw materials and packing materials
Particulars
31 March 2015
%
2
31 March 2014
Imported
Amount (Rs.)
194,010,441
Amount (Rs.)
164,198,828
%
2
Indigenous
8,625,182,911 98
9,279,945,473 98
8,819,193,352 100
9,444,144,301 100
31 March 2015
Amount (Rs.)
60,163,069
Imported
Indigenous
%
24
195,164,555 76
255,327,624 100
63
31 March 2014
Amount (Rs.)
37,368,507
%
17
185,706,027 83
223,074,534 100
31 March 2015
31 March 2014
(1,273,588,070)
(997,311,593)
313,170,736
313,170,736
(4.07)
(3.18)
31 March 2015
31 March 2014
131,621,624
120,931,455
47,016,218
37,367,665
89,575,976
75,493,948
268,213,818
233,793,068
Raw materials
OUR BRANDS
Particulars
31 March 2015
31 March 2014
11,785,062
480,118,590
336,068,548
37,118,863
40,742,539
292,339,678
272,987,445
9,105,705
22,744,556
Others
102,051,075
82,104,732
930,722,756
766,432,882
31 March 2015
748,046,036
64
31 March 2014
694,434,738
DIRECTORS REPORT
9,988,845
NOTICE
Particulars
The Company has a gratuity plan for the employees of the Company. Every employee who has completed 5 years or
more of service is eligible for gratuity on separation, worked out at 15 days salary (last drawn salary) for each completed
year of service. The obligation under the scheme is partially funded by contributions being made towards qualifying
insurance policies obtained from the insurer.
31 March 2015
31 March 2014
17,595,747
17,273,685
13,634,981
11,070,886
(2,332,006)
(2,359,670)
20,414,549
(9,135,607)
49,313,271
16,849,294
Balance sheet
Details of provision for gratuity
Particulars
As at
Defined benefit obligations
Less: Fair value of plan assets
Plan liabilities
As at
31 March 2015
31 March 2014
191,795,550
150,874,487
32,138,238
30,179,970
159,657,312
120,694,517
31 March 2015
31 March 2014
150,874,487
144,274,427
17,595,747
17,273,685
Interest cost
13,634,981
11,070,886
Benefits paid
(8,523,586)
(11,776,694)
18,213,921
(9,967,817)
191,795,550
150,874,487
65
31 March 2014
30,179,970
34,272,013
2,332,006
2,359,670
(2,200,628)
(832,210)
3,578,559
445,471
Benefits paid
(1,751,669)
(6,064,974)
32,138,238
30,179,970
Particulars
As at
Qualifying insurance policies from the insurer
As at
31 March 2015
31 March 2014
100%
100%
Particulars
As at
As at
31 March 2014
Discount rate
7.90%
9.30%
7.50%
7.50%
Salary increase
9.00%
9.00%
1% to 15%
across categories
1% to 15%
across categories
58 Years
58 Years
Employee turnover
Retirement age
The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date,
applicable to the period over which the obligation is to be settled.
66
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market.
DIRECTORS REPORT
31 March 2015
NOTICE
Principal assumptions used in determining gratuity benefit obligations for the Companys plan
Major categories of plan assets as a percentage of the fair value of total plan assets
31 March 2015
OUR BRANDS
Particulars
As at
31 March 2014
As at
31 March 2013
As at
31 March 2012
191,795,550
150,874,487
144,274,427
114,415,667
96,375,972
32,138,238
30,179,970
34,272,013
32,598,237
29,994,116
As at
31 March 2011
(81,817,430)
(66,381,856)
(944,740)
(2,526,892)
(7,431,281)
(593,065)
(3,036,056)
(2,200,628)
(832,210)
2,664,285
148,949
564,021
Business segments
The Companys sole business segment is Manufacture and
Sale of Beer. Consequently, the requirement for separate
business segment disclosures as required under AS 17
Segment Reporting is not applicable.
Geographical segments
31 March 2015
31 March 2014
17,648,240,751
17,935,459,631
748,046,036
694,434,738
18,396,286,787
18,629,894,369
Segment asset
31 March 2015
31 March 2014
India
24,002,309,102
23,565,239,053
165,795
3,951,410
24,002,474,897
23,569,190,463
As at
67
As at
31 March 2015
India
1,107,743,789
1,107,743,789
31 March 2014
1,085,710,933
-
1,085,710,933
31 March 2015
31 March 2014
Less: Unused amounts reversed during the year
Closing balance
375,320,491
43,049,024
60,329,571
(7,349,841)
471,349,245
428,300,221
54,252,262
54,252,262
NOTICE
428,300,221
OUR BRANDS
Opening balance
Add: Addition during the year
Closing balance
54,252,262
54,252,262
525,601,507
482,552,483
68
DIRECTORS REPORT
SABMiller plc
Holding company
SABMiller Asia BV
Significant influence
Fellow subsidiaries
SABMiller Europe AG
SABEX
MillerCoors LLC
SABMiller Vietnam
(ii)
31 March 2015
31 March 2014
-
254,858
3,558,786
421,368
101,521
1,205,316
36,000
-
-
200,000
200,000
2,508,736
17,774,109
69
8,360,080
31 March 2015
31 March 2014
OUR BRANDS
(1,154,810)
(9,068,711)
MillerCoors LLC
Purchase of raw materials
23,129,354
2,184,716
NOTICE
SABMiller Vietnam
Expenses incurred on behalf of other companies
142,783
-
SABEX
Purchase of capital goods
152,650
Paolo Lanzarotti
Remuneration
-
62,519,912
Grant Liversage
Remuneration 34,770,778
22,714,244
Shalabh Seth
Remuneration*
25,707,512
-
* Amount paid during year ended 31 March 2014 as remuneration has not been disclosed as he was not a key managerial person then.
70
DIRECTORS REPORT
As at
As at
31 March 2015
31 March 2014
1,466,653
3,016,661
1,466,653
2,149,618
SABMiller plc
Short-term loans and advances
3,613,976
1,966,977
Other current liabilities
3,773,536
1,264,800
Miller Brewing International Inc.
Other current liabilities
2,442,629
2,246,238
SKOL Beer Manufacturing Company Limited
Long-term borrowings
85,557,252
80,236,668
SABMiller Management (IN) BV
Other current liabilities
120,482,680
94,570,885
SABMiller Europe AG
Other current liabilities
75,420
75,420
SABMiller Asia BV
Long-term borrowings
Short-term borrowings
3,896,044,402
3,000,000,000
899,102,095
-
(iv) Corporate guarantees have been given by SABMiller plc for loan facility obtained by the Company as at the balance
sheet date amounting to Nil (previous year: Rs.4,024,006,412).
71
As at
31 March 2015
As at
31 March 2014
OUR BRANDS
Trade receivables
177,974,138
168,828,133
21,936,107
19,731,175
73,997,472
62,296,338
134,106,699
120,139,443
Unabsorbed depreciation
987,847,694
1,047,123,863
1,395,897,637
1,418,154,479
1,395,897,637
1,418,154,479
-
NOTICE
In view of the accumulated losses and in accordance with AS 22 Accounting for taxes on income, deferred tax assets
on unabsorbed depreciation and other temporary timing differences have been recognised only to the extent of those timing
differences, the reversal of which will result in sufficient taxable income.
Investments
Forward contract
Forward contract
72
-
-
USD 37,339,204
As at
31 March 2014
JPY 87,124,272
USD 1,715,163
-
- JPY 2,285,455,000
USD 25,000,000
USD 32,500,000
As at
31 March 2015
DIRECTORS REPORT
Particulars Purpose
Foreign
currency
As at 31 March 2015
Amount in
Amount (Rs.)
foreign currency
As at 31 March 2014
Amount in
Amount (Rs.)
foreign currency
USD
388,299
24,267,740
333,112
19,991,741
Trade receivables
USD
2,653
165,795
65,840
3,951,410
Trade payables
USD
236,912
14,218,284
548,444
45,343,460
5,184
29,525
2,855
236,017
EURO
ZAR
EURO
-
693,811
-
2,855
-
46,531,174
-
236,017
GBP
12,639
1,264,800
CHF
1,119
75,420
USD
1,658,719
99,548,002
2,399,083
149,936,679
The Company was obligated under non-cancellable operating leases for a brewing facility and other office premises
which were renewable at the option of both the lessor and lessee. Total rental expense under non-cancellable operating
leases amounted to Rs. 23,300,000 (previous year: Rs. 19,026,750) for the year ended 31 March 2015. Future minimum
lease payments under non-cancellable operating leases are as follows:
Period
As at
31 March 2014
23,300,000
23,300,000
46,600,000
69,900,000
As at
31 March 2015
The Company is also obligated under cancellable lease for residential and office premises and motor vehicles which
are renewable at the option of both the lessor and lessee. Total rental expense under cancellable operating leases
amounted to Rs. 101,565,721 (previous year: Rs.101,518,673) for the year ended 31March 2015.
2.40. The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which
recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the
Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small
and Medium Enterprises Development Act, 2006 (the Act). Accordingly, the disclosure in respect of the amounts
payable to such enterprises as at 31 March 2015 has been made in the financial statements based on information
received and available with the Company. Further in view of the Management, the impact of interest, if any, that may
be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received
any claim for interest from any supplier as at the balance sheet date.
73
31 March 2014
18,993,129
57,007,587
(ii) The amount of interest paid by the Company along with the amounts of the
payment made to the supplier beyond the appointed day during the year;
(iii)
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day
during the year) but without adding the interest specified under this Act;
2,646,579
2,646,579
(v) The amount of further interest remaining due and payable even
in the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise.
2,646,579
2,646,579
(iv) The amount of interest accrued and remaining unpaid at the end of the year; and
As at
31 March 2015
OUR BRANDS
Particulars
NOTICE
The Company is entitled to receive grant from Government of Maharashtra under Package Scheme of Incentives, 2007
towards capital expansion of units set up in the developing region of the State of Maharashtra. As at 31 March 2015,
the Company has received a total grant of Rs 211,803,000 (previous year: Rs 158,665,000). The Company recognises
the grant to the statement of profit and loss over the useful life of the asset in the proportion in which depreciation on
related assets are charged. Accordingly an amount of Rs. 20,753,497 (previous year: Rs. 9,265,931) has been credited
to the statement of profit and loss.
(i) During the year ended 31 March 2015, the Group had the following share-based payment arrangements for the
employees of the Company.
As at
31 March 2015
Date of grant
As at
31 March 2014
2 June 2014
3 June 2013
44,699
105,550
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
3 years
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
Vesting condition
74
Guidance Note on Accounting for Employee Share Based Payments issued by the ICAI (the Guidance Note)
establishes financial and reporting principles for employees share based payments plans. The Guidance Note applies
to employee share based payment plans, the grant date in respect of which falls on or after 1 April 2005. SABMiller plc
(the Group) operates a variety of equity-settled share-based compensation plans for the employees of the Company.
DIRECTORS REPORT
As at
31 March 2015
Date of grant
As at
31 March 2014
2 June 2014
3 June 2013
13,292
16,000
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
Vesting conditions
3 years
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
As at
31 March 2015
As at
31 March 2014
2 June 2014
3 June 2013
14,498
59,950
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
3 years
Vesting conditions
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
(ii) Details of the activity of shares issued after 1 April 2005 under Executive Share Option Scheme [Approved and (No 2)
Scheme] are as follows:
Particulars
31 March 2015
31 March 2014
Number
Weighted
Number
Weighted
of options
average exercise
of options average exercise
price (Rs.)
price (Rs.)
Outstanding at the beginning of the year
Granted during the year
Transferred in/ (out) during the year, net*
Lapsed during the year
Exercised during the year
419,800
2,093
400,718
1,629
44,699
2,890
105,550
3,323
(103,500)
1,865
(28,500)
(1,471)
4,500
2,776
13,000
2,062
98,950
1,475
44,968
1,251
257,549
2,548
419,800
2,093
44,400
1,477
90,200
1,195
* The options transferred represents options relating to employees transferred from companies within the SABMiller Group
during earlier years.
75
The weighted average share price at the date of exercise for stock options exercised during the year was Rs. 3,425 (previous
year: Rs. 3,092). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of 7.56
years (previous year: 7.64 years).
The details of the activity of shares issued after 1 April 2005 under SABMiller plc Share Award Plan 2008 are as follows:
21,000
27,000
13,292
16,000
(11,542)
(6,000)
16,000
21,000
22,750
Particulars
31 March 2015
31 March 2014
Number
Weighted
Number
Weighted
of options
average exercise
of options average exercise
price (Rs.)
price (Rs.)
NOTICE
* The options transferred represents options relating to employees transferred from companies within the SABMiller Group
during earlier years.
The weighted average share price at the date of exercise for stock options exercised during the year was Nil (previous year:
Nil). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of Nil years (previous
year: Nil years).
Particulars
31 March 2015
31 March 2014
Number
Weighted
Number
Weighted
of options
average exercise
of options average exercise
price (Rs.)
price (Rs.)
42,500
34,122
1,223
59,950
3,323
(15,000)
(3,166)
(17,450)
(3,323)
10,000
3,323
51,622
1,935
42,500
3,323
-
The weighted average share price at the date of exercise for stock options exercised during the year was Nil (previous year:
Nil). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of 8.63 years (previous
year: 9.18 years).
76
DIRECTORS REPORT
The details of the activity of shares issued after 1 April 2005 under SABMiller plc Stock Appreciation Rights Plan 2008 are as
follows:
8,500
917
8,500
917
-
34,500
750
26,000
695
8,500
917
8,500
917
The weighted average share price at the date of exercise for stock options exercised during the year was Rs. 3,257 (previous year:
Rs. 3,060). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of Nil years (previous
year: 3.13 years).
The weighted average fair value of stock options granted during the year is Rs. 856 (previous year: Rs. 811). The estimate of fair value
on the date of the grant was made using the Binomial model valuation and Monte Carlo model with the following assumptions:
SABMiller plc operates a variety of equity-settled share-based compensation plans for few select employees of the Company, costs
of which are not re-charged to the Company.
Particulars
2,848
3,303
Rs.2,879/ Rs.Nil
Rs.3,323/ Rs.Nil
Expected volatility
21.40%
27.60%
10 years
10 years
Expected dividends
2.06%
2.33%
1.67% 1.15%
The expected volatility was determined based on historical daily share price volatility of SABMiller plc share price.
(iii) Since the Company uses the intrinsic value method, the impact on the reported net loss and earnings per share is computed by
applying the fair value based method. The Guidance Note requires the proforma disclosures of the impact of the fair value method
77
Particulars
(26,370,014)
(25,573,040)
(1,299,958,084)
(1,022,884,633)
OUR BRANDS
of accounting of employee stock compensation in the financial statements. Applying the fair value based method defined in the
said Guidance Note, the impact on the reported net loss and earnings per share would be as follows:
(4.07)
(3.18)
- Diluted
(4.07)
(3.18)
- Basic
(4.15)
(3.27)
- Diluted
(4.15)
(3.27)
(a) Terms and conditions on which inter-corporate loans have been given
Party name
Interest rate
Repayment terms
Purpose
10.50%
General
As at
31 March 2015
As at
31 March 2014
DIRECTORS REPORT
(b) Reconciliation of inter-company loans given as at the beginning and as at the end of the year
421,368
1,466,653
78
1,466,653
Other expenses
69,975,862
Supreet Sachdev
Partner
Membership No. 205385
Shalabh Seth
Managing Director
Ari Mervis
Director
Tejvir Singh
Chief Financial Officer
Sridhar S
Company Secretary
New Delhi
Date: 19 May 2015
Bangalore
Date: 19 May 2015
79
Amount (Rs.)
Dear Shareholder,
As a responsible corporate citizen, your Company welcomes and supports the Green Initiative taken by the Ministry
of Corporate Affairs, Government of India (MCA), vide its Circular Nos. 17/2011 dated April 21, 2011 and 18/2011 dated
April 29, 2011 and provisions of Companies Act, 2013. Accordingly, the Company is desirous of effecting electronic
delivery of documents including the Annual Report to you on an email ID to be registered by you for this purpose.
For supporting this initiative:
1) If you hold shares in electronic form - please intimate your email ID to your Depository Participant (DP). The same will
be deemed to be your registered email address for serving notices/documents.
2) If you hold shares in physical form - please intimate your email ID to the Companys Registrars & Transfer Agents
(RTA) at the following address:
The request letter should be signed by the first/sole holder as per the specimen signature recorded with the RTA and
should mention your correct folio number. Alternatively, you may send a scanned copy of your above request letter on
sharepro@shareproservices.com
If you do not register your mail ID, a physical copy of the Annual Report and other communication/documents will be sent
to you free of cost, as per the current practice.
The Annual Report and other communication sent electronically will also be displayed on the Companys website
www.sabmiller.in
We are sure that you will support this initiative of Green Initiative and co-operate with the Company to make it a
success.
For SABMiller India Limited
Sridhar S
Company Secretary
80
ATTENDANCE SLIP
I hereby record my presence at the 26th Annual General Meeting of the Company being held on Wednesday, 12th August, 2015 at 3.30 p.m
at Janssen Delite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East), Mumbai 400 093.
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: U65990MH1988PLC049687
Name of the company: SABMILLER INDIA LIMITED
Registered Office: Unit No. 301-302, Third Floor, Dynasty Business Park, B Wing, Andheri Road, Andheri (East), Mumbai - 400059
Name of the Member(s):
Registered address:
Email Id:
Folio No/Client Id & DP ID
I/We, being the Member(s) of________________________________shares of the above named company, hereby appoint:
1. Name : ______________________________________________________________________________________________________________
Address: _____________________________________________________________________________________________________________
2. Name : ______________________________________________________________________________________________________________
Address:_____________________________________________________________________________________________________________
3. Name : ______________________________________________________________________________________________________________
Address:_____________________________________________________________________________________________________________
as my/our proxy to attend and vote for me/us and on my/our behalf at the 26th Annual General Meeting of the Company, to be held on
Wednesday, 12th August, 2015 at 3.30 p.m at Janssen Delite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East),
Mumbai 400093 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution Nos.
1.
2.
3.
4.
5.
6.
7.
8.
Affix
Revenue
Stamp
81