united breweries ltd Directors report
DIRECTORS REPORT
Your Company’s Directors are pleased to present this Annual Report on the business performance and operations of the Company along with the audited financial statements of United Breweries Limited (‘UBL’ or ‘your Company’ or ‘the Company’) for the financial year ended March 31, 2023 (‘the year under review’, ‘the year’ or ‘FY23’).
Management Summary
In FY23 our business saw a strong recovery post-Covid, and we are delighted to present the following highlights:
• Your Company reached all-time high full year volumes signaling continued category growth in India. Our flagship brand Kingfisher connected strongly with consumers after 2 years of Covid with an aspirational & iconic campaign ‘Spread the Cheer’ to bring positivity and cheer in consumers life. Kingfisher Ultra spearheaded the premiumisation agenda for the Kingfisher brand through its domestic premium mild, strong and wheat beer propositions, expanding its footprint and growing its brand equity and awareness with its consumers.
• From September 2022 onwards, your Company launched Heineken Silver in the India market. Heineken Silver is a sessionable, easy-to-drink premium lager that fits well in social occasions and appeals to the new generation of beer drinkers in India. The innovation was supported with the ‘Unexpectedly Smooth’ campaign and has successfully been introduced through disruptive launch events in Bangalore, Mumbai, and Goa.
• With sustainability at the heart of our business, your Company has launched its refreshed Sustainability strategy – ‘Brew a Better India’ (BaBI) aligning it to HEINEKEN’s strategy of ‘Brew a Better World’ (BaBW). Our Sustainability report annexed to this report, will give a comprehensive overview of this strategy, our performance, and the strides we have made in driving a positive change in this year. Your Company has also introduced long-term incentive targets linked to sustainability progress for all our leaders.
Below you can find other highlights for the period:
• Volume growth of 31% with strong growth across most markets cycling Covid lockdowns. The Premium segment grew close to 60%.
• Net sales grew 28% with volume growth further supported by around 6% pricing though offset by negative state-mix effects.
• Gross Margin declined close to 700 bps driven by inflationary pressure on raw and packaging materials & EBIT declined 11% or around 260 bps as fixed cost leverage is partially mitigating the negative gross margin development.
• The change in the route to market operating models in the states of Tamil Nadu and Andhra Pradesh has seen volume decline which triggered the need for recording an impairment provision of Rs. 33 Crores. Subsequent to the financial year end close, Tamil Nadu has seen volume recovery.
• Capex investment of Rs.156 Crore in breweries and commercial assets to meet volume growth.
• The Board proposes a dividend of Rs. 7.50 per Equity Share, representing circa 65% pay out of profit after tax.
Our future depends on how we shoulder our present responsibilities and your Company, a responsible corporate citizen, aims to build an organisation that not just delivers value to shareholders but also works together to brew a better world with responsibility and sustainability at the heart of its agenda. Our glide path on freshwater reduction started in the year 2006 with 7.4 hl/hl and for this year we were at 3.4 hl/hl which we will drop down to our target of 2.6 hl/hl for water stressed area and 2.9 hl/hl for other region by 2030. We are gradually moving to renewable energy sources to support our carbon footprint reduction in addition to recycling our packaging materials. Renewable energy usage for the year has reached 82.4% of our total energy consumption.
We laid strong foundations for a modern Digital & Technology (D&T) strategy. Your Company created a future-fit D&T organisation with a clear ambition of being The Best-Connected Brewer. The foundational capabilities laid over the past year would help accelerate our Big Bets creating value through Growth, Efficiency, Resilience & Compliance.
Your Company will accelerate focus on robust innovations to solidify its market leadership and will further strive for appropriate price increase approvals in combination with other revenue management initiatives. Overall, your Company continues to remain optimistic on the long-term growth potential of the industry, driven by increasing disposable income, favorable demographics and premiumisation. Together with HEINEKEN we are well poised to shape the future of the Indian beer market.
UBL & HEINEKEN: ACCELERATING TOGETHER
FINANCIAL SUMMARY
Financial performance for the year ended March 31, 2023 is below:
(Amount in Rupees million) |
||
Year ended March 31 |
||
STANDALONE FINANCIAL RESULTS |
||
2023 |
2022 |
|
Gross Turnover |
166,429 |
131,174 |
Net Turnover |
74,917 |
58,319 |
Other Income |
493 |
297 |
EBITDA |
6,635 |
7,246 |
Exceptional Items |
331 |
— |
Depreciation and amortization |
(2,103) |
(2,169) |
EBIT |
4,201 |
5,077 |
Interest |
(46) |
(148) |
Profit before Taxation |
4,155 |
4,929 |
Provision for Taxation |
(1,120) |
(1,279) |
Profit after Tax available for appropriation |
3,035 |
3,650 |
Appropriations: |
||
Dividend on Equity Shares (including taxes thereon) |
(2,776) |
(132) |
Transfer to the General Reserve |
— |
— |
Other Comprehensive Income/(Loss) |
34 |
6 |
Balance carried to the Balance Sheet |
293 |
3,524 |
The financial statements for the year ended March 31, 2023 have been prepared under Indian Accounting Standards ("Ind AS") pursuant to notification by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015, as amended.
The Company generated strong Net turnover growth vs last year of 28%. However, margins were heavily impacted by increase in prices of raw and packing material. Despite the strong sales volumes, profits declined due to high prices of input materials and an impairment recorded in Q3. The Gross turnover for FY23 stood at Rs.166,429 million which grew by 27%. Your Company achieved a Net turnover of Rs. 74,917 million during FY23 as against Rs. 58,319 million during FY22. Interest cost was contained with effective working capital management. EBITDA for the year under review stood at Rs. 6,635 million as compared to Rs. 7,246 million in the previous year, declined by 8% over the previous year.
Profit before taxation for the year stood at Rs. 4,155 million. Profit after taxation stood at Rs. 3,035 million. Working capital increased due to higher inventories, particularly barley and receivables from higher revenue growth, however, overall, the working capital turnover ratio improved. As of March 31, 2023, the company continues to show a healthy net debt position.
DIVIDEND
We take pleasure in proposing a dividend of Rs. 7.50 per Equity Share of Re.1/- each for the year ended March 31, 2023. The dividend declared for the previous year was Rs. 10.50/- per Equity Share of Re.1/- each. The total dividend is Rs. 1,983 million, which amounts to about 65% of the Profit after Tax.
RESERVES
The Company does not propose to transfer any amount to General Reserve.
CAPITAL
The Authorized Share Capital of the Company stands at Rs. 9,990 million, comprising Equity Share Capital of Rs. 4,130 million and Preference Share Capital of Rs. 5,860 million. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2023 remains unchanged at Rs. 264.4 million comprising 26,44,05,149 Equity Shares of Re.1/- each.
MANAGEMENT DISCUSSION AND ANALYSIS
Industry Overview
Beer is one of the world’s oldest beverage, possibly dating back to the 6th millennium BC. It’s a drink which has brought people together for centuries and is immensely popular across the world. In India too, it is one of the key alcoholic beverages of choice. This in a situation where, unlike other emerging economies, the beer industry is highly regulated with high taxation.
Beer comprises around 10% of total alcohol consumed in India.* Compared to the global average of around 30 liters of beer consumption per capita (PCC), the PCC in India still hovers at only around 2 liters. However, the scope for growth in India continues to remain positive driven by increasing disposable income and favorable demographics, amongst others.
Beer in India can be categorized into Strong and Mild Beers. Also, like many other categories in India, with rising disposable income and aspiration there is a strong trend towards premiumisation. Premium beer is expected to grow at a faster pace than the overall category.*
Overall, the beer category continues to be in a strong place and your Company with its powerful brands and market leading position is well poised to not only take advantage of the opportunity but also to shape the overall category.
Sales and Marketing
In 2022, our business saw a strong recovery post-Covid, and we supported our mainstream and premium brand portfolio with a wide range of exciting brand communication and activation platforms, as well as bringing new innovations to Indian consumers.
Our flagship brand Kingfisher connected strongly with consumers after 2 years of Covid with an aspirational and iconic campaign ‘Spread the Cheer’ to bring positivity and cheer in consumer lives. The brand roped in 2 of the most iconic youth stars – Varun Dhawan and Rashmika Mandanna. The brand effectively utilised youth centric platforms (Insta, Moj, Takatak) and engaged with young consumers in a meaningful way through a ‘hookstep challenge’.
In 2022, our association with IPL continued with 3 of biggest teams Royal Challengers Bangalore, Mumbai Indians and Lucknow Super Giants, where we extended our ‘Spread the Cheer’ campaign with India’s most loved cricketers. The IPL integrated communication helped drive positive consumer connections and improve brand health metrics. In the minds of our consumers, Kingfisher remained one of the top recalled brands with respect to the IPL.
Kingfisher expanded its new packaging throughout the country. The new contemporary look which was launched with a brand-new campaign ‘Good Times Never Looked So Good’ garnered an encouraging response from our trade partners and consumers.
Kingfisher partnered with India’s largest gaming platform to launch its new initiative to drive connect with GenZs by tapping into their passion towards gaming. Kingfisher India Premiership helped the brand engage youth in a more contemporary way.
From September 2022 onwards, UBL launched Heineken Silver in the India market. Heineken Silver is a sessionable, easy-to-drink premium lager that fits well in social occasions and appeals to the new generation of beer drinkers in India. The innovation was supported with the ‘Unexpectedly Smooth’ campaign and has successfully been introduced through disruptive launch events in Bangalore, Mumbai, and Goa, featuring well-known international music artists, AR & VR gaming experiences, and innovative technology including a full projection mapping at the iconic UB Tower in Bangalore. The launch campaign included the disappearance and reappearance of celebrities at ‘The Smoothest Mega Party’ and received national news coverage.
In the on and off trade channels in the launch regions, Heineken Silver was introduced with a high-quality in-store visibility program and consumer trial activations at scale. The unique launch activities successfully introduced Heineken Silver to its target audience, generating trial and awareness among younger premium beer consumers.
Kingfisher Ultra spearheaded the premiumisation agenda for the Kingfisher brand through its domestic premium mild, strong and wheat beer propositions, expanding its footprint and growing its brand equity and awareness with its consumers.
The brand expanded its draught portfolio by launching Ultra MAX Draught in Punjab and Chandigarh to cater to the growing premium strong beer segment.
Ultra Witbier, the brand’s craft-styled beer, expanded its presence into key market Telangana with a full-fledged launch supported with on-ground activations at retail and premium institutions. In addition, the Ultra Witbier Draught innovation in Karnataka was a notable achievement, achieving promising consumer acceptance.
Kingfisher Ultra ran digital media campaigns during peak consumption periods, and being anchored in the Celebration occasion, the brand activated festive campaigns during Diwali, end-of-year celebrations, and Holi. Ultra partnered with several top influencers in the lifestyle space and amplified these campaigns building stronger brand affinity with its consumers. Over the year, the brand hosted 30+ on-ground events across the country including festivals like Indie-Gaga, Alan Walker World Tour, Satellite Beachside music festival, and the Zomaland food and music festival, which saw a footfall of more than 1 lac+ in total.
Beyond this, Ultra launched its own Music IP ‘Ultra Soulflyp’, an immersive celebration of music tapping into the growing alternative music space. Following the launch in four metro cities with top international and domestic artists, Ultra Soulflyp is set to further expand its experiential music fest across the country with 50+ events lined up.
Lastly, Ultra Witbier was activated through the Welcome the Summer campaign to build brand awareness and relevance to seasonal occasions. The campaign was supported by digital media and scaled on-ground with impactful visibility and special consumer promotions. Experiential brunches were activated at premium institutions to increase brand trial.
Amstel beer’s ‘Taste Amsterdam in Every Sip’ campaign utilised digital and social media to drive awareness and sampling in key markets. The ‘Amstel Army’ sales competition generated over 20,000 entries resulting in increased sales, visibility, and brand uplift.
Supply Chain
Manufacturing expenses for FY 23 amounted to Rs. 42,743 million, representing 57% of net sales, a substantial increase as against Rs. 29,327 million, in the previous financial year, which constituted 50% of net sales. The year volume was planned cautiously, informed by the immediate past Covid trends. Your company was, however, confronted with a sharp increase in consumption and coinciding unprecedented input cost inflationary pressure. The combination of both resulted in very challenging operating conditions. Focus was put on market deliveries, and while unable to satisfy all of the demand, the team stretched itself to the best of its abilities, quickly reacting to barley shortages. It must be noted that following the difficult Covid years, the teams found strength again to go over and beyond their duties to deliver. Ultimately a record production year was delivered.
This was delivered while input material costs and availability remained under pressure during the year. Barley-malt shortages prevailed in the market, and prices saw a sharp increase as farmers had chosen to grow alternative crops after the low demand Covid period. A part of the required quantity was imported. High prices of major commodities put pressure on the cost of packaging materials. Bottle supply came under increased stress due to demand outstripping local supply and heightened input costs. The recycled bottle supply chain still needed to be restored to pre-Covid conditions. Increased home consumption drove longer and less efficient recovery patterns, while labour shortage and continued high cullet prices impacted recovery volumes too. There was a continued focus on localisation and value engineering for cost optimisation.
In this turbulent environment, we continued our innovation agenda, culminating in the successful launch of Heineken Silver. The supply chain team has also delivered further expansion of production capacity and its speciality footprint to drive premiumisation across key markets. In line with this strategy, we successfully expanded Witbier’s capacity at Mysore Brewery and added KF Ultra capability at our Dharuhera brewery in Haryana. Contract brewing agreements were expanded across geographies, including new co-pack agreements with a new contract brewery in Punjab, Orissa, and Assam. Some existing agreements were amended for higher allocations from contract breweries in Uttar Pradesh and Madhya Pradesh.
Your Company’s renewable electricity usage for its own breweries stood at 33.3%. In addition, 97% of thermal energy comes from renewable sources, i.e., agricultural by-product biomasses. Our carbon emissions have reduced by 31,895 metric tons, a decline of ~43% over last FY.
Input material costs and availability have remained under pressure during the entire year.
• Barley-malt prices of last year spilled over to the year under review. Many initiatives with alternative grains and production methods were deployed to partly mitigate the impact.
• Where last year farmers chose alternative crops to grow, the average of barley cultivation actually increased thanks to the attractive selling prices and a significant boost by our collaborative farming program. This is expected to provide relief for the following year.
• Weather conditions were favourable early in the growing season with a spell of cold weather but showers in March led to high moisture grain at the start of the harvest season. Next to traditional buyers, trading firms entered the barley market, leading to price support.
• Prices of all major packaging commodities like aluminium, paper, and steel continued to experience inflationary pressure.
• The biggest material cost element, ‘Bottles’ came under increased stress due to demand outstripping local supply and heightened input costs. The recycled bottle supply chain was not yet restored to pre-Covid conditions. Increased home consumption drove longer and less efficient recovery patterns, while labour shortage and continued high cullet prices impacted recovery volumes too.
• There was continued focus on localisation and value engineering for cost optimisation
Research and Development
Your Company’s Research and Development function continues to support its growth strategy with a focus on new capabilities, development of new products, enhancement of existing products, productivity improvement and cost reduction.
HUMAN RESOURCES
UBL provides a congenial working environment which enables success through ownership, camaraderie, freedom of through and action.
CELEBRATING OUR PEOPLE
At UBL, we strongly believe that our People are our most valuable asset, and it is our continuous endeavor to attract the right talent and develop the internal talent pool. We ensure that the employees are well-supported, engaged, and motivated in a healthy work environment that helps drive the organization’s growth and success. We believe everyone has talent, and hence we provide fair access to opportunities for all and nurture a continuous learning journey. UBL encourages a work culture that is transparent and open, which not only promotes innovation but also cultivates an entrepreneurial mindset in every employee. Our company believes in the strength of winning teams that come together to celebrate victories, where all generations prosper, and leaders foster the development of the next group of leaders.
ENABLING A DIVERSE WORKFORCE
UBL strives to strengthen its diversity and inclusivity by creating a fair and respectful workplace for all employees. As an organization, we have been focusing on building more inclusive teams, developing infrastructure, and creating enabling policies that support our endeavour of brewing a better world.
Our focus is on crafting policies and practices that give precedence to the well-being of our employees, their work, and their families, and it also aligns with our fundamental value of ‘care’. We recognise that a strong support system at home can positively impact an employee’s performance and overall well-being. In this regard, we have the paternity leave policy which allows employees the time they need to bond with their new child and support their partner during this important phase in life. We understand that menstruation can be a challenging and often painful experience, which can affect not only physical health but also mental and emotional well-being. By introducing menstrual leave, we aim to provide a supportive and inclusive workplace environment that acknowledges and addresses the unique needs of our women employees.
UBL strives to have a diverse and inclusive workplace that helps us foster a positive culture that promotes creativity, innovation, and collaboration. The Inclusion and Diversity Council ensures a gender-balanced workplace through Queenfisher spotlighting, curated leadership programs, and a safe working environment. Our hiring practices are fair and compliant. We train our leaders on Inclusion, reducing unconscious bias, and on approach to acquire talent from a diverse pool purely based on aptitude and attitude. The unconscious bias workshops have helped employees mitigate their biases in hiring, promotion decisions, team dynamics, and for creating a more diverse and equitable organizational culture. We have enabled the ‘Up! Surge’ program to inspire, enable, and support women leaders to propel themselves into the C-Suite.
UNLOCKING POTENTIAL OF OUR PEOPLE
At UBL, we are committed to providing our employees with the tools and resources needed to succeed in their roles and develop their skills for long-term career growth. The learning programs are tailored to the individual needs of employees so that they can focus on the specific skills and knowledge relevant to their role and progress at their own pace.
Our online learning channel UBrew
– Brewing a Better You provides employees with all the resources they need for brewing a better version of themselves. This platform includes functional learning resources, LinkedIn Learning, mandatory trainings, replays of past training sessions and a Leaderboard with the week’s Super Learners. Employees are provided with the flexibility to access resources anytime and anywhere and embark on a continuous learning journey.
UBL believes that passionate, talented, remarkable people on our teams can and will continue to elevate our organization. We nurture young talent and groom them as future leaders for developing and engaging them. We approach the best minds on college campuses and provide them with a learning opportunity through a comprehensive development programme for Graduate Engineer Trainees (GETs) and Brewer Trainees (BTs), called Brewing Young Minds. This 9-month learning journey aims to provide the perfect blend of theoretical knowledge and practical experience on the shop floor to develop young leaders. The programme ensures an overall understanding of each function in manufacturing and overlaps to deliver value to the customer and contribute to the organizational goals at the same time. 20 Graduate Engineer Trainees and Brewer Trainees who joined us in 2022 were the first group of BYM programme members.
People Managers play a pivotal role in how our organization hires, develops, supports, and grows our people. To equip all managers with capabilities needed for essaying these responsibilities well, we have co-created a dedicated development programme for managers, Brewing Great Managers. The programme enables each people manager to align the efforts of their teams, develop and encourage them to give their personal best, getting them to work cohesively as a well-knit high performing team. This programme is a
5-month journey including a 1-day in-person workshop, followed by online learning and action planning, and pre- and post-program 270-degree feedback surveys. We have ~240 people managers participating in the programme.
A culture of learning can foster a more innovative and adaptable workforce, leading to improved organizational performance. Our leaders, by investing in their own learning, set an example for the employees for engaging in continuous learning and development. UBL provides opportunities for leaders to be part of the global programs at HEINEKEN such as HIMAC, WIN, and MTFT and facilitates their learning visits to other Operating Companies as part of these programs. The learning journeys are built around acceleration projects and business cases designed to allow for deep reflection on leadership challenges. These programmes engage the leaders in a virtual discovery expedition to get a fresh, disruptive, outside-in perspective on different organizations and business models.
We had the successful completion of the 1st batch of capability building training for our colleagues in operator roles at one of our breweries. The programme was spread across six months with a purpose of improving the technical skills of our operators that included permanent workmen. The programme witnessed great participation, engagement, and commitment that serves as a model for the subsequent batches.
LEVERAGING TECHNOLOGY TO IMPROVE PEOPLE PROCESSES: INTEGRATION OF MYHR INTO UBL SYSTEMS
With the rapidly evolving digital landscape, UBL ensures that our workforce is equipped with the necessary skills and resources. UBL has implemented MyHR as a global solution to connect all employees and permanent workmen covering the complete employee lifecycle on a single digital platform.
MyHR, with its intuitive self-service access, delivers a digital employee experience for our people and serves as a single source of truth for global people data for our business. The platform has also enabled a chatbot for employees and line managers to assist them with to-do items and actions.
Using MyHR, the users can manage their personal details, explore e-learning, manage their goals and performance, request time off, and apply for opportunities internally and in other Operating Companies. The line managers have comprehensive information on the employment information and the talent profile for their team members enabling them to have a meaningful performance and developmental conversation.
MyHR roll out was a huge success with an overall adoption rate of 91% (above 98% for the white collared employees). This could be made possible through reaching out to the entire workforce by setting up kiosks at all locations and comprehensive awareness sessions in local languages.
SPEAK-UP: GRIEVANCES AND FEEDBACK MECHANISM
UBL is committed to conducting business with integrity and fairness, respecting the law of the land, and upholding our values at the same time. We value the help of employees who identify and speak up about potential concerns that need to be addressed. The Speak Up policy helps raise concerns about suspected misconduct within the company, which is any violation of our Code of Business Conduct or the policies under which UBL operates. The organization has appointed trusted representatives as points of contact to raise concerns about suspected misconduct and ensure that the confidentiality of conversations is maintained. We also capture employee feedback through various interventions including CEO Connect, Townhalls, and one-on-one employee connects.
STAYING CONNECTED WITH OUR EMPLOYEES:
We champion a culture of belonging where all perspectives are heard, valued, and acted upon. The 2022 climate survey helped us capture valuable insight into the overall morale of the workforce and identifying opportunities for enhancing productivity, motivation, and retention of the employees at UBL.
The survey results revealed that our employees feel strongly connected to one another, and they are confident in their ability to work together effectively. This is a testament to our company’s commitment to fostering a culture of collaboration, where everyone’s input is valued, and diverse perspectives are welcomed.
Furthermore, the survey showed that our employees are highly conscious of safety risks and are dedicated to promoting a safe work environment. The results also indicated that our employees have a clear understanding of our company’s objectives and are aligned with our purpose and values. This is a critical factor in our company’s success, as it ensures that everyone is working towards the same goals and is committed to achieving them.
INDUSTRIAL RELATIONS
Industrial relations continue to be harmonious and peaceful at all locations of the company. The organization has adopted a business imperatives-driven approach with a focus on upskilling and engaging the workmen to achieve a collaborative and motivated workforce. To keep the workmen motivated and improve efficiency in work, we have introduced the productivity-linked incentive schemes. We recognise the workmen as business partners rather than unionized employees and hence timely communications are shared with them on the performance of the company.
EMPLOYEE HEALTH AND SAFETY
Employees and workers are the backbone of our organisation, and their health, happiness, and safety at work are our utmost priorities. We stand by our motto of, "Safety first, Safety always." Our primary aim is to enhance safety measures by concentrating on the aspects that we consider pose a high risk to safety because of the nature of the processes. These aspects include occupational safety, process safety, and in-plant traffic safety. We are committed to reducing and controlling risks through regular risk assessments. We have a robust system of controls in place for high-risk activities and have observed their effectiveness. Furthermore, we have implemented an operational risk reduction program to ensure the longevity of these controls.
We are persistent in performing a Process Hazard Analysis (PHA) as part of process risk reduction for new or expanded projects exclusively in the brew houses, package halls, and utility systems. The corporate safety team ensures conducting a prestart safety review (PSSR) before commissioning and handing over the system to the operation team in the breweries. We made a significant improvement in managing the traffic system within the facilities. We performed a hazard identification (HAZID) analysis on the traffic flow and emergency evacuation procedures to facilitate the movement of the emergency response team in the event of an emergency at the breweries. Using the insights gained from the study, we have begun implementing measures such as separating pedestrians, implementing dock-level parking, and reducing risks associated with the operation of powered truck trolleys (forklifts). These measures have reduced high-risk situations by 50%. Moving forward, we will continue to collaborate with our technological partner to develop advanced and reliable systems to further reduce risks.
In 2023, we introduced a new measure to report on our personal safety performance for reporting incidents across the sales and marketing functions. To benchmark our safety performance, we have modified our two KPIs (accident frequency rate and accident severity rate) in line with OSHA’s (Occupational Safety and Health Administration) performance. A new term, "Hi-potential Near-miss," was recently introduced to draw attention to potentially life-altering injuries and to guide leaders on proper response protocols. This updated safety approach is built upon a consistent emphasis on human performance, which refers to the interaction between people, culture, equipment, work systems, and processes.
UBL aims to prevent incidents by maintaining safety barriers and providing training, including the introduction of the Life Saving Commitment (LSC). The LSC sets safety rules, acknowledging that mistakes happen, but we work on controls to fail safely and enhance safeguards, reducing the chance of serious injuries.
The organisation values people as key to solving problems. We use an open platform called Safety Committee to share lessons and enhance capabilities. Our 5Rs (Regularly, Recognize, Reward, Rarely, and Reprimand) of safety behavior encourage open communication. We work with a large portfolio of contractors and suppliers and help them understand our safety requirements. Together, we seek to improve safety performance by building skills and expertise and creating an inclusive and safe work environment. We continue to strengthen the safety culture and leadership among our employees at all levels, including the contractor team. Multiple initiatives are taken across units to keep our employees and workers safe, happy, and healthy. These practices also cover the families of our workforce to ensure sustenance beyond the workplace.
UBL has 2,737 employees on its rolls across all locations as on March 31, 2023.
Total employee benefit expenses for the year stood at Rs. 5,914 million, as compared to Rs. 5,194 million in the previous year. This constituted 3.54% of gross revenue from operations. Your Directors place on record their sincere appreciation to all employees for their contribution towards the continued success of the organization.
Significant changes in Key Financial Ratios
Following are the Key Financial Ratios, where variance of more than 25% is noticed as compared to the previous financial year, along with detailed explanations therefor, including.
Debt service coverage ratio: Improvement in Debt service coverage ratio from 2.21 to 50.26 because of no debts other than lease liabilities and thereby no interest pay out.
Debtors Turnover: Improvement in Debtors Turnover ratio from 9.90 to 12.51 due to increase in sales as compared to previous year and Improvement in average collection period.
Net Profit Ratio: Net profit ratio decreased from 2.78% in 2021-2022 to 1.82% in FY23, primarily on account of increase in prices of Barley and bottles.
Working Capital Turnover Ratio: Improvement in working capital turnover ratio from 9.36 to 11.83 due to optimum utilization of funds.
CORPORATE SOCIAL RESPONSIBILITY & BUSINESS RESPONSIBILITY, AND SUSTAINABILITY REPORT
UBL strives to brew a better India and firmly believes in growing the business in a sustainable and responsible way that benefits both people and planet. At UBL, we are determined to meet the interests of all our stakeholders. Our key priorities are improving the lives of the community and reducing the impact of our operations on the environment we draw our resources from.
Thus, over the last year, we consistently continued to focus our core Corporate Social Responsibility (CSR) programs on water conservation, safe drinking water, women empowerment, community development initiatives, and responsible consumption of alcohol. Through partnerships with credible implementation partners, we aim to build a more resilient, equitable and sustainable future for our co-communities.
UBL is committed to water stewardship and makes conscious efforts to conserve and replenish water. Last year, we spent more than 70% of our CSR funds on water initiatives through ten large water conservation projects and one safe drinking water project. In addition to implementing large rainwater harvesting and watershed management projects in the vicinity of our breweries for water conservation, we also make extensive efforts to generate awareness in the communities on adopting rainwater harvesting practices, promoting climate resilient practices for agriculture, and incorporating necessary infrastructure to enable access for clean drinking water. We undertook these projects in Rajasthan, Punjab, Haryana, Karnataka, Telangana, Tamil Nadu, and Odisha. Under our Community Development focus area, we initiated the second phase of our project to develop an Urban Dense Forest in the Waluj MIDC area in Aurangabad, Maharashtra. The first phase was initiated in FY21 and got completed last year. Under this phase, we planted 75,000 trees of 75+ native species in an area of 5 acres and improved the biodiversity in this region using the Miyawaki technique of afforestation. Through phase two we are trying to replicate our efforts by planting 50,000 trees of 80+ native species in an area of 4.94 acres. During the year, we also carried out relief and rehabilitation program near our Odisha brewery to support our co-communities during severe floods. We distributed ration and hygiene kits impacting 2,000 households.
UBL is also conscious of creating a more equal world, and this can only be achieved when women are given equal opportunities. During the year, under project Pragati – our scholarship program for girl students; we awarded scholarships to 516 meritorious female students across India to support their dreams and aspirations of a promising career. The awardees ranged from students of 9th grade to students pursuing under graduation. Under women empowerment we also implemented project Tarang, where we worked with 30 women farmers from Aurangabad district and trained them on agroforestry. Through this initiative we could encourage and have enabled a secondary source of livelihood for these women and have also improved the biodiversity in this area.
The Business Responsibility and Sustainability Report on the framework of the National Guidelines on Responsible Business Conduct (NGRBC) which are based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting in the format prescribed under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") is annexed as Annexure- A. Annual Report on CSR activities in terms of the Companies Act, 2013 ("the Act") and the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as
Annexure- B.
Environment and Sustainability
Weaving sustainability and responsibility into the fabric of our balanced growth strategy, we have aligned our Sustainability roadmap to HEINEKEN’s sustainability strategy – Brew a Better World (BaBW), through which we have raised the bar across three pillars (Environmental, Social and Responsible), and nine ambition areas. We are building execution and operational momentum through various initiatives to bring our ambitions to life and Brew a Better India.
The BaBI strategy has had a profound impact on our business and the foundation on which we deliver the Sustainable Development Goals (SDGs). We continue to steer our focus on reducing carbon emissions, leading water stewardship initiatives, building circularity and enhancing our transparent reporting. From addressing climate change to water scarcity and creating a more equal and fair society, we are determined to play a part in addressing these challenges.
As part of the BaBI strategy, one of our most important ambitions is to reach Net Zero for all our production sites by 2030 and in our entire value chain by 2040. UBL has been consistently marching ahead in its journey of maximizing the usage of renewable energy. This journey demonstrates the organizational vision to lead the initiative by being proactive and contributing to environment protection. For FY23, the Company sourced 33.3% of its electrical energy from renewable source. For the year ahead strategies have been put in place to make a significant leap forward. On the renewable sources of fuel for thermal energy UBL sourced 97% of its thermal energy from renewable sources. With these steps we have been able to reduce carbon emissions by 31,895 metric tons in production over the previous FY.
We strive to reduce freshwater consumption by consistently working on water efficiency projects and maximising reuse and recycle. Our glide path on reduction of freshwater use started in the year 2006 with 7.42 hl/hl and while in FY23 we are already at 3.4 hl/hl. Overall we have set our ambition to reduce our freshwater intake to 2.6 hl/hl in breweries in water stressed areas and 2.9 hl/hl in the remaining breweries by 2030. We will combine our drive for water efficiency with water recharge projects in water stressed areas to achieve complete water balancing in areas around our breweries. On circularity, our sustainable waste management program aims to reuse and recycle to the maximum possible extent and balance solid waste is disposed of in landfill or through incineration. For the financial year, we have achieved 94.3% landfill free, and we aim to be 100% landfill free by 2025. We are persistent in recovering the used bottles from the market and keep the up usage of recycled bottles which is currently at ~60%. We continue to send all our by-products – spent grain and surplus drier yeast, for animal feed & poultry stock. Our packaging team is working tirelessly for sustainable packaging like carton box made from kraft paper, 80% recycle paper, improved glass bottle to withstand harsh environment and fully recyclable aluminium cans. As a socially responsible organization, we collectively ensure equivalent quantity of plastic used as part of our packaging materials are recycled through EPR (Extended Producer Responsibilities) and whatever plastics entered in our premises along with the raw materials are collected in-house and send to authorized recyclers.
While our ambitions inspire us, our actions define us. To raise the bar here too, we continuously evaluate and improve our ways of working, governance, and transparent reporting. We have refreshed our areas of focus for creating value – we call it our ‘Green Diamond’ – which now reflects sustainability and responsibility next to organic growth, profit, and capital efficiency.
Awards
1) Legal and Compliance:
• Our Legal Team was awarded "Alco-Bev Legal Team of the Year" at the 12th Annual Legal Era Indian Legal Awards 2022-2023.
• Ms. Shelly Kohli, Director Legal & Compliance, was awarded "Compliance Lawyer of the Year" at the 12th Annual Legal Era Indian Legal Awards 2022-2023.
2) Confederation of Indian Industry (CII) Environment, Health and Safety (EHS) Excellence Awards:
• Our brewery at Ellora, Aurangabad were awarded Jury Champion Award and Platinum Award (Muda-Waste Kaizen Category) at 13th CII National 3M Competition and Champion Trophy for 2022.
• Our brewery at Nelamangala, Karnataka was awarded Gold Award (Muri-Overburden Kaizen Category) at 13th CII National 3M Competition.
• Our brewery at Empee, Chennai was awarded Gold Award (Innovation and Renovation Kaizen Category) at 44th CII National Kaizen Competition.
• Our brewery at Balaji, Chennai was awarded Silver Award (Renovation Kaizen Category) at 44th CII National Kaizen Competition.
3) Corporate Social Responsibility:
• UBL received the Best CSR Impact Award organized by UBS Forums in recognition of Haritha Samruddhi Project implemented in Puducherry Gram Panchayat, Palakkad at Kerala.
• UBL was honored with the Leadership Award 2022 organized by India CSR in recognition of Water Conservation Project implemented in four villages of Thiruvallur at TamilNadu.
• UBL received a Special Commendation in the Agriculture and Rural Development Category at the CSR Journal Excellences Awards 2022 in recognition of Haritha Samruddhi Project implemented in Puducherry Gram Panchayat, Palakkad at Kerala.
OPPORTUNITIES, THREATS, RISKS & CONCERNS
India is soon expected to surpass China as the most populous country in the world with over 1.4 billion people, i.e., more than a sixth of the world’s population. Over 50% of its population is below the age of 25 and more than 65% below the age of 35, as per statistics from the United Nations, Department of Economic and Social Affairs. The sheer size of India’s population and the resultant consumer base provides a massive opportunity for growth.
Rapid urbanization, rising incomes, change in societal perspective, the launch of new brands and technological advancements are a few factors that will propel market growth. Rise in celebratory occasions, substantial population entering the legal drinking age, higher domestic as well as international tourism and State’s focus on keeping the Excise revenues buoyant would help in growing the market in a sustainable manner. The introduction of online order and ease of doorstep delivery in certain states could further drive the market. Should more State Governments proactively open and regulate the online sale of alcohol/home delivery, it would be favorable for the beer industry in the long term. India has all the necessary infrastructure required to further develop online sale of beer.
The consumption of alcoholic beverages is becoming more acceptable to consumers who are developing an interest for beer, which is a low alcoholic beverage and emerging as a social beverage in metros and tier two cities. Beer is gradually becoming a perfect after-work companion for corporate India as well.
Compared to various international markets including markets in Asia, beer penetration is very low in India. Beer accounts for a very low share of consumption compared to other alcohol beverage products and along with the current cultural evolution, higher disposable income and demographics, there is a great long-term opportunity for your Company to shape the beer industry in India. Focus on the availability of new and innovative products in line with consumer trends can further stimulate consumption and contribute to the growth of the Beer market.
Threats, Risks and Concerns
Competition is getting stronger through the introduction of new brands in various segments like craft and premium beer, and whilst this is good for the beer category, your Company is well poised to compete with its innovative brand offerings, product quality, distribution network and brand value. Together with HEINEKEN and its international brand portfolio, your Company is well positioned to compete and win with strong brand equity. Your Company continues to grow in the premium segment with an impressive 58% growth. New products like Heineken Silver have been launched in key markets like Karnataka, Maharashtra & Goa and have been very well accepted by the discerning customer. A variety of taxes and levies are imposed on beer during and after production, transport, and sale by each state. Pricing regulations, inadequate market infrastructure and restrictions as well as additional taxes on inter-state movement of beer continue to pose a challenge to the industry. The regulatory pressure and constant changes in the political climate in the country, is also present. Your Company is proactively engaged with various state bodies in order to work together to ensure an optimal business climate.
Inflationary pressure on the cost base is expected to continue in the near term, and the ability to increase prices to compensate for inflation is challenging in the regulated environment. Your Company is seeking appropriate action to further mitigate the impact, evident from the strategic price revisions received in key States through active engagement with the Government along with strategic saving initiatives.
Changes in the availability, quality or price of raw and packaging materials, commodities, transportation, or monopolistic supply situations could result in shortage of sources and / or increased costs. Barley being a key ingredient is subject to market forces volatility. Your Company is exploring the option of collaborating farming. New Glass availability is constrained in India. Your Company is developing a strategic action plan to address long term supply risk of bottles. Discussion with incumbent & alternate suppliers is being pursued.
The effects of social and economic cataclysms in the market often make it difficult to predict demand cycles. To overcome these challenges, your company continue to remain cost conscious at all levels of operations, and work with a high level of agility and efficiency. Your company continues to invest in and expand the brand portfolio while continuing to be cost-efficient and quality focused. Your company continues to upgrade and adopt modern technologies and solutions to be able to respond with agility to current market demands, without losing focus on quality.
To cater to new consumers, capture market opportunities, compete with new launches by competitors and in continuous endeavor to offer new product ranges and cater to new occasions, your Company has expanded its "Kingfisher Ultra Draft" offering in the lighthouse market of Maharashtra and has received an encouraging response from consumers. Your Company plans to launch this offering in other relevant Northern markets in a phased manner.
The labour market in India is becoming more competitive. Your Company has taken various initiatives to be able to continue to attract the right talent, build a diverse and inclusive culture including the top management positions and continue to create an engaging place to work.
Non-availability of water, rationing of its supply and restrictions on withdrawal of ground water also pose major threat. Your company has built infrastructure which helps in reduction of water consumption in breweries as a sustainability initiative. Your Company has pro-actively managed sustainability under "3R" policy to reduce, recycle and recharge as well as look at opportunities for water conservation through Rainwater Harvesting to achieve a positive or at least neutral water balance. Your Company’s focus on sustainability is poised to increase many folds, which would help in addressing Environmental, Social, and responsible concerns. Adoption of HEINEKEN Evergreen strategy would help meet short-term challenges and will ensure the long-term sustainability of our business to create lasting value for stakeholders.
Your Company also focuses on securing its IT operations and addresses associated risks of cyber security. This includes risks from IT security lapses, malware and ransomware attacks, disruptions in key Enterprise Processes and hacking, which could lead to disruptions in business operations and loss and/or leakage of confidential data. Your company now has a focused approach towards IT (Data & Technology) and has adopted Best-In-Class technology solutions to become the best-connected Brewer.
Prospects
The growth outlook for the Indian beer industry is optimistic and promising. The Indian Beer industry’s growth rate in 2022 has been significantly high compared to the global beer industry average, growth rate, which can be attributed to several factors such as favorable climatic conditions, preference for low alcohol beverages and a younger population, which bode well for its future. Moreover, with the projected GDP growth rate of over 6%, an increase in disposable income, a growing middle and upper class, and shifts in consumer behavior, the Indian beer market is expected to continue expanding at a healthy pace. The instances of liberalization in retail and distribution further bolster the industry’s growth prospects. Being a heavily underpenetrated market, the outlook for the Indian beer industry appears to be bright and full of potential.
Your Company’s established brand equity provides a significant competitive advantage over other domestic and international brands. Your Company has built its position as the undisputed market leader in India with a strong network of breweries across the country and a fantastic portfolio with presence in rural as well as urban markets led by its iconic Kingfisher brand family, complemented by a strong HEINEKEN international brand portfolio. With such a competitive advantage, the company is poised for significant growth going forward. The competitive environment is expected to remain intense, and your Company shall continue to focus on robust innovations to solidify its market leadership. Though a challenging commodity inflation environment will have an impact on costs, your Company shall continually strive for appropriate price increase approvals and achieve high operational efficiencies, and innovative long-term procurement strategies to offset the increase in costs. Augmenting capacities and strategic tie-ups in critical markets will continue to be a priority investment in the future too.
Your Company has a proven track record of managing its business efficiently, with a focus on delivering sustainable growth and strong financial performance. Your Company seeks to drive beer category penetration, drive further premiumization, reinforce the iconicity of Kingfisher while building the overall brand in addition to continued focus on efficiency & compliance, execution of the sustainability agenda, digitalization, and people development to build a highly motivated and skilled workforce. Through these actions, we are confident that your Company will continue its leadership position, drive growth of the overall market and expand profit margins in the years to come.
Growth in premium retail trade and on-premises outlets in metropolitan cities has increased the range of beers and improved the retail environment. In a few States, the Government has issued additional licenses for the sale of beer which signals good growth prospects for the industry. Innovative introductions also help in penetrating untapped markets and consumer segments and your Company’s new introductions have fared well.
Risk Management
Backed by strong internal control systems, the current Risk Management Framework consists of key elements laying down the roles and responsibilities in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions, inter alia, provide the foundation for appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting. The Risk Management Committee, constituted by the Board, monitors, and reviews the strategic risk management plans of your Company as a whole and provides necessary directions on the same.
The Corporate Risk Team, through focused interactions with businesses, facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks.
Heightened safety protocols were implemented at all units that resumed operations, with end-to-end solutions from transportation of workmen, screening, regular deep cleaning and sanitisation, innovations to ensure safe distancing and strict adherence to hygiene standards and use of personal protective equipment where required.
The Company also focuses on IT Operational Resilience and management of cyber security risks in an increasingly connected world. The risks include external cyber attacks, security lapses, data privacy breaches which could lead to disruptions in business operations & loss of confidential data. We mitigate this through a ‘Secure by culture’ mindset replete with activations to drive user awareness, preventive controls, proactive threat monitoring and periodic business continuity & disaster recovery drills. Complementing this is Security Assurance discipline to drive up the scores against the action standards.
Your Company places high emphasis on regulatory compliance especially in the frequent evolving regulatory set-up and ensures that its operations are compliant line with relevant and applicable laws. Your Company has raised bar on its regulatory compliance and is committed to maintaining the highest standards of compliance by aligning the performance objectives with regulatory compliance requirements. The Company considers regulatory compliance crucial to build trust among its stakeholders, including investors, customers, employees, and the public at large. The Company has implemented effective controls, systems, policies, and procedures to ensures to identify, assess, and manage compliance risks on an ongoing basis. The Company also imparts regular training and guidance on compliance matters to its employees to ensure that they understand their responsibilities and obligations.
Your Company undertakes a comprehensive review of its compliance obligations periodically and takes effective steps to ensure that it is fully compliant with all relevant laws and regulations.
Through these actions, your Directors are confident that your Company would sustain its leadership position, grow ahead of the market, and realize improved profitability in the years to come.
Internal Control System
Your Company has established a robust system of Internal Controls to ensure that assets are safeguarded, and transactions are appropriately authorized, recorded and reported. With the introduction of Internal Controls over Financial Reporting (ICFR) in the Act, we have made an evaluation of functioning and quality of internal controls and Corporate Governance Policy that guides the conduct of affairs of your Company and clearly delineates the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in governance.
The Internal Financial Control framework of your Company is established in accordance with COSO (Committee of Sponsoring Organizations) framework and is commensurate with the size and operations of your Company’s business. In addition to statutory mandate, Internal Audit evaluates and provides assurance of its adequacy and effectiveness through periodic reporting. Controls in place are routinely evaluated and audited by the Internal and Statutory Auditors and gaps are identified by the Auditors through a detailed testing exercise. The process of internal control ensures orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Financial Statements are prepared based on Significant Accounting Policies that are carefully selected by management. The Accounting Policies are reviewed and updated from time to time.
These, in turn are supported by a set of Standard Operating Procedures (SOPs) that have been established for the business. Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system. The systems, SOPs and controls are reviewed and audited by Internal Audit periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.
Your Company believes that the overall internal control system is dynamic and reflects the current requirements at all times, thereby ensuring that appropriate procedures and operating and monitoring practices are in place by regular audit and review processes to ensure that such systems are reinforced on an ongoing basis.
OTHER INFORMATION
Cash Flow Statement
A Cash Flow Statement for the year ended March 31, 2023 is appended.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under Section 186 of the Act are given in the notes to the Financial Statements. The Company has not advanced loans to Directors / to a Company in which any Director is interested to which provisions of Section 185 of the Act apply and has not given loans / guarantees /provided security to which provisions of Section 186 of the Act apply.
Depository System
The trading in the Equity Shares of the Company is under compulsory dematerialization mode. The Company has entered into an agreement with National Securities Depository Limited and Central Depository Services (India) Limited in accordance with the provisions of the Depositories Act, 1996 and as per the directions issued by the Securities and Exchange Board of India. As the depository system offers numerous advantages, Members are requested to take advantage of the same and avail the facility of dematerialization of the Company’s Shares.
Fixed Deposits
There were no outstanding deposits at the end of the previous financial year. The Company has not invited any deposits during the year.
Material changes and commitments
There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements related and the date of this report.
Subsidiary
During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Act, we have prepared the Consolidated financial statements of the Company, which forms part of this Report. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is annexed as Annexure-C to the Report. The statement also provides details of the performance and financial position of each of the subsidiary, along with the changes that occurred, during FY23.
In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on our website, at www.unitedbreweries.com.
Particulars of Employees
In terms of sub-section(1) of Section 136 of the Act, the Company has opted to provide full version of financial statements including consolidated financial statements, auditor’s report and other documents required to be annexed to such financial statements along with the details relating to ratio of the remuneration of each Director and Key Managerial Personnel (KMP) as required under the Act to the median of employees’ remuneration, excluding the remuneration drawn by certain employees over the threshold etc., as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details provided by the Company are in compliance with Section 136(1) of the Act and includes salient features of Form AOC-3A which is annexed as Annexure - D to this report.
Also, in terms of second proviso to this Section, the Company shall keep open for inspection for all Members, statement relating to above details at its registered office. Any Member interested in inspection of the documents pertaining to above information or desires a copy thereof may write to the Company Secretary. The above details be treated as part of this Report.
Cautionary Statement
Statements in this Report, particularly those which relate to ‘Management Discussion and Analysis’ and ‘Opportunities, Threats, Risks and Concerns’, describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.
Employees Stock Option Scheme
The Company has offered Shares to its eligible employees under HEINEKEN Senior Management Reward Programme.
Related Party Transactions
Details of transactions with related parties as defined in the Act and the Rules framed thereunder, the Listing Regulations and Accounting Standard 18 of the Companies (Accounting Standards) Rules, 2006, have been reported in the Notes to financial statements. Approval of the Audit Committee and the Board of Directors as required under the Listing Regulations has been obtained for such transactions.
The Company has formulated a policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions which is placed on the website of the Company www.unitedbreweries.com and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Policy%20on%20Related%20Party%20Transactions.pdf. All transactions entered by the Company during FY23 with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Whistle Blower Policy
The Company has adopted vigil mechanism which is a channel for receiving and redressing of complaints about any misconduct,actualorsuspectedfraud,actualorpotentialviolationsoftheCompany’scodeofconductandanyotherunethical, unlawful,orimproperpractices,acts,oractivitieswithintheCompany.TheCompanyhasformulatedaWhistleBlowerPolicy for Employees and Directors and has ensured adequate safeguards against victimization of whistle blowers. The details of establishment of the vigil mechanism are disclosed on the website of the Company and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/English_(US)_HEINEKEN_Speak_Up_Policy_UB.pdf.
None of the Employees and Directors have been denied access to the Chairman of the Audit Committee. There are no whistle blowing complaints leading to material fraud or which have an impact on the financials of the Company.
Internal Complaints Committee
UBL’s goal has always been to create an open an safe workplace for every employee to feel empowered, irrespective of gender, sexual preference, and other factors, and contribute to the best of their abilities. Towards, this, the Company has constituted an Internal Complaints Committee (ICC) at its Corporate/Registered Office and at all its breweries/Regional Offices to consider and deal with all reported sexual harassment complaints. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Investigations are conducted, and decision made by the ICC at the respective locations, and the constitution is as prescribed. The details of complaints pertaining to sexual harassment filed, disposed of, and pending during the financial year are provided in the Corporate Governance and Business Responsibility and Sustainability Report of this Report.
Conservation of Energy
The Company is taking continuous steps to conserve energy. Its "Sustainability" initiatives are disclosed separately as part of this Report.
The information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as stipulated under clause (m) of sub-section (3) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure -E to this Report.
Code of Business Conduct and Ethics
The Board of Directors of UBL have adopted a Code of Business Conduct and Ethics in terms of the Listing Regulations which has been posted on the Company’s website: https://www.unitedbreweries.com/pdf/policyandcodes/Policy_on_Code_of_Business_Conduct.pdf
Code for Prevention of Insider Trading
Your Company has adopted a comprehensive ‘Code of Conduct to Regulate, Monitor and Report of Trading by Insiders’ and also a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ relating to the Company, under the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Board of Directors have approved and adopted the ‘Code of Conduct to Regulate, Monitor and Report of Trading by Insiders’ and a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’.
Directors
The Board of Directors currently comprises of eight Directors with a balanced combination of Executive, Non-Executive, and Independent Directors.
Mr. Christiaan A J Van Steenbergen, a Non-Executive Director retires by rotation at this Annual General Meeting (AGM), and being eligible, has offered himself for re-appointment. Resolution for re-appointment of Mr. Christiaan A J Van Steenbergen is proposed at this AGM.
Ms. Geetu Gidwani Verma and Mr. Manu Anand were appointed as Additional Directors (in the capacity of Independent Directors) of the Company with effect from May 29, 2022 and their appointment was regularized and approved by the members of the Company at the AGM held on August 10, 2022.
Mr. Radovan Sikorsky was appointed as Director & Chief Financial Officer of the Company with effect from August 15, 2022.
Mr. Sunil Alagh and Mr. Stephen Gerlich, Independent Directors of the Company were voluntarily resigned with effect from June 13, 2022.
Mr. Anand Kripalu was appointed as an Additional Director (In the capacity of Independent Director) of the Company with effect from February 22, 2023 and the Resolution for regularization of his appointment has been approved by the Members of the Company through Postal Ballot process on May 16, 2023.
Mr. Madhav Bhatkuly, Independent Director of the Company has voluntarily resigned with effect from March 01, 2023. Mr. Rishi Pardal, Managing Director & Chief Executive Officer of the Company has resigned with effect from close of business hours on May 04, 2023.
The Board of Directors place on record, its appreciation for Mr. Sunil Alagh, Mr. Stephen Gerlich and Mr. Madhav Bhatkuly for their invaluable contribution, guidance, and support provided by them during their tenure as Independent Directors of your Company.
Meetings of the Board of Directors and Committees of the Board
The Meetings of the Board and Committees are pre-scheduled, and a tentative calendar of the meetings finalized in consultation with the Directors is circulated to them in advance to facilitate them to plan their schedule. In case of special and urgent business needs, approval is taken by passing resolutions through circulation. The Board met eight (8) times during the financial year. Other details including the composition of the Board and various Committees and Meetings thereof held in FY23 are given in the Corporate Governance Report forming part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.
Declaration by the Independent Directors
During the year, one (1) Meeting of Independent Directors was held on October 14, 2022. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that they meet the criteria of independent laid down in Section 149(6), Code for Independent Directors of the Act, and the Listing Regulations.
Audit Committee
The Audit Committee of the Board of Directors is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Act and Listing Regulations. The composition of the Audit Committee, its terms of reference, roles and details of Meetings convened and held during the year under review are given in the Corporate Governance Report forming part of this Report.
During the year under review, all the recommendations of the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Act and Listing Regulations. The composition of the Nomination and Remuneration Committee, its terms of reference, roles and details of Meetings convened and held during the year under review are given in the Corporate Governance Report forming part of this Report.
Dividend Distribution Policy
As required under Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy. This policy can be viewed on the Company’s website and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Dividend%20Distribution%20Policy%202016.pdf
Foreign Exchange Earnings and Outgo
During FY23 total foreign exchange earnings of the Company stood at Rs.1,723 million (Previous Year: Rs.1,684 million) and foreign exchange outgo stood at Rs.7,207 million (Previous Year: Rs.1,117 million).
Corporate Governance Report
Report on Corporate Governance forms a part of this Report along with Certificate from Company Secretary in Practice.
Annual Return
As required under sub-section (3) of Section 92 of the Act as amended by the Companies (Amendment) Act, 2017, the Company has placed a copy of the Annual Return in Form MGT-9 on its website www.unitedbreweries.com and is available through the webpage: https://www.unitedbreweries.com/pdf/AGM/Annual%20Return%20MGT-7-2022-2023.pdf.
Internal financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control system’ section in the Opportunities, Threats, Risks & Concerns, which forms part of this Report.
Auditors and the Audit Report
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 008072S), was appointed as the Statutory Auditors of the Company by the Members at the 23rd AGM held on August 10, 2022, to hold office for a first term of five consecutive years till the conclusion of the 28th AGM to be held in 2027. In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every AGM. Accordingly, the Notice convening the ensuing AGM does not carry any resolution for ratification of appointment of Statutory Auditors. The Auditors have confirmed that they continue to fulfill the criteria for appointment as Auditors of the Company as prescribed under the Act and the Rules framed thereunder. There are no qualifications or adverse remarks in the Auditor’s Report which require any clarification or explanation.
Reporting of frauds by auditors
During the year under review, under Section 143(12) of the Act, neither the statutory auditors nor the secretarial auditor have reported to the audit committee, any instance of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in this Report.
Significant and Material Orders
No order/s have been passed or stringent action taken by any Regulator or Court or Tribunal impacting the going concern status of the Company. However, we bring to your attention the following developments / orders for sake of transparency.
i) Competition Commission of India (CCI):
On September 24, 2021, the CCI passed an order under Section 27 of the Competition Act, 2002 ("Competition Act") in Suo Motu Case No. 06 of 2017 and imposed penalty on three beer companies, including the Company for alleged contravention of Section 3 of the Act ("CCI Order"). Penalty imposed on the Company is Rs.751.83 Crores ("the Penalty"). The Company and other appellants filed appeals challenging the CCI Order before the National Company Law Appellate Tribunal ("NCLAT"). The NCLAT stayed CCI Order including recovery of the penalty amount imposed by the CCI, subject to deposit of 10% of the Penalty, by the Company. The NCLAT dismissed the appeals vide order dated December 23, 2022 ("NCLAT Order"). The Company and other appellants have filed appeals against NCLAT Order in Supreme Court of India ("Supreme Court"). The Supreme Court admitted the appeals vide order dated February 17, 2023 ("SC Order"), stayed the NCLAT Order and consequently, the CCI Order, subject to a deposit of additional 10% of the Penalty, over and above the amount already deposited with NCLAT. The Company has already deposited 20% of the Penalty by way of fixed deposits in favour of Registrar, NCLAT in pursuance of NCLAT Order and SC Order.
ii) Bihar Industrial Area Development Authority (BIADA):
BIADA had allotted 42 Acres land ("the Land") to the Company on June 3, 2011 in Kopakalan Industrial Area, Naubatpur, District Patna on lease basis for establishing brewery. The Company had established brewery over the Land which was closed from April 1, 2017 upon imposition of prohibition by the Bihar State Government. The Company restarted the unit over the Land and commenced production of non-alcoholic beverages in the unit in October 2018 after obtaining approvals from all statutory authorities. On June 25, 2022, BIADA issued a show cause notice for cancellation of allotment/lease of the Land due to non-operation of the unit. The Company replied that the production was temporarily stopped since it has sufficient stocks to meet demand of its products and sought extension to restart production. BIADA cancelled allotment of the Land vide order dated December 16, 2022 against which the Company filed a writ before the High Court of Patna. The High Court vide order dated January 25, 2023 directed BIADA to maintain status quo and directed the Company to file undertaking that it will commence commercial production in the unit. The Company has filed undertaking in High Court that it will start commercial production in the unit with BIADA recalling the order of cancellation. Subsequently, on February 8, 2023 the High Court directed BIADA to take a policy decision to deal with the situation arising out of the action of BIADA in present petition and identical matters. The matter is pending in High Court.
The orders /proceedings mentioned above do not have any impact on going concern status of the Company.
Directors’ Responsibility Statement
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) and the provisions of the Act and guidelines issued by the SEBI. The Ind AS are prescribed under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto is use.
Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, the Directors confirm that:
(a) In 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) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls, which are adequate and are operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws, and such system are adequate and operating effectively.
All Annexures referred to in the Directors’ Report have been disclosed under the Statutory Information forming part of this Report.
ACKNOWLEDGEMENT AND APPREICIATION
We thank our clients, customers, vendors, investors, shareholders, suppliers, bankers, business partners and associates, financial institutions, employee volunteers, central and state governments for their continued support and encouragement to the Company during the year. We place on record our appreciation for the contribution made by our employee at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.
CORPORATE GOVERNANCE REPORT
As manifested in the Company’s vision, United Breweries Limited (UBL) has always strived for excellence in Corporate Governance. Beyond mere compliance, we are committed towards taking all strategic initiatives to enhance Shareholders’ wealth in the long term. In pursuit of corporate goals, the Company accords high importance to transparency, accountability, and integrity in its dealings. Our philosophy on Corporate Governance is driven towards welfare of all the Stakeholders and the Board of Directors remains committed towards this end.
The Board of Directors supports the broad principles of Corporate Governance and lays strong emphasis on its role to align and direct the actions of the Company in achieving its objectives.
BOARD OF DIRECTORS
The Company is managed and controlled through a professional Board of Directors. The Board comprises of a balanced combination of Non-Executive and Independent Directors in addition to the Managing Director & Chief Executive Officer (CEO) and Director & Chief Financial Officer (CFO). The Board consists of eminent persons with considerable professional expertise and experience.
Executive Director
Mr. Rishi Pardal (Managing Director & CEO) @ Mr. Radovan Sikorsky (Director & CFO) *
Independent Directors |
Ms. Kiran Mazumdar Shaw |
Ms. Geetu Gidwani Verma ** |
Mr. Manu Anand ** |
Mr. Anand Kripalu *** |
Non-Executive Directors |
|
Mr. Christiaan A J Van Steenbergen |
|
Mr. Jan Cornelis van der Linden |
|
Company Secretary & Compliance Officer |
|
Audit Committee |
|
Mr. Manu Anand |
Chairman |
Mr. Jan Cornelis van der Linden |
Member |
Ms. Geetu Gidwani Verma |
Member |
Mr. Anand Kripalu |
Member |
Corporate Social Responsibility/Environmental, |
|
Social and Governance Committee |
|
Ms. Geetu Gidwani Verma |
Chairperson |
Mr. Rishi Pardal @ |
Member |
Mr. Radovan Sikorsky |
Member |
Mr. Christiaan A J Van Steenbergen |
Member |
Ms. Kiran Mazumdar Shaw |
Member |
Risk Management Committee |
|
Mr. Manu Anand |
Chairman |
Mr. Jan Cornelis van der Linden |
Member |
Ms. Geetu Gidwani Verma |
Member |
Mr. Anand Kripalu |
Member |
Mr. Amit Khera **** |
|
Nomination and Remuneration Committee |
|
Ms. Kiran Mazumdar Shaw |
Chairperson |
Mr. Christiaan A J Van Steenbergen |
Member |
Ms. Geetu Gidwani Verma |
Member |
Mr. Manu Anand |
Member |
Stakeholders’ Relationship/ Share Transfer |
|
Committee |
|
Mr. Anand Kripalu |
Chairman |
Mr. Radovan Sikorsky |
Member |
Mr. Christiaan A J Van Steenbergen |
Member |
Ms. Geetu Gidwani Verma |
Member |
Mr. Manu Anand |
Member |
In addition to the above-mentioned mandatory Committees required to be constituted as per Companies Act, 2013 (the "Act") and/or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "Listing Regulations"), a few other Non-mandatory Committees are also constituted by the Board, details whereof are disclosed in this report.
Auditor |
Messrs. Deloitte Haskins & Sells is registered with the Institute of Chartered Accountants of India (ICAI) with Registration No. 008072S and is a part of Deloitte Haskins & Sells & Affiliates being the Network of Firms registered with the ICAI. ***** |
Registrar and Share |
Integrated Registry Management Services Private Limited is part of Integrated Group who is a leading share transfer agent in South India which serves more than 120 listed Companies and |
Transfer Agent |
2,500 unlisted Companies. |
Notes:
Mr. Rishi Pardal has resigned as Managing Director & CEO effective close of business hour on May 04, 2023.
Mr. Radovan Sikorsky was appointed as Director & CFO effective August 15, 2022.
Ms. Geetu Gidwani Verma and Mr. Manu Anand were appointed as Independent Directors effective May 29, 2022.
Mr. Anand Kripalu was appointed as Independent Director effective February 22, 2023.
Mr. Amit Khera was appointed as Company Secretary & Compliance Officer effective March 15, 2023.
Messrs Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five years till the conclusion of 28th Annual General Meeting.
Profile of Directors and their other Directorships
Brief Resume |
Other Directorships & Committee Memberships in India and Areas of Expertise |
Mr. Rishi Pardal (DIN: 02470061) |
Other Directorship & Committee Membership: |
Mr. Rishi joined UBL from Avery Dennison Corporation, a Fortune 500 Company which he joined in November 2010 as Vice President and Managing |
NIL |
Director of Retail Brand and Information Solutions, South Asia. He championed |
Areas of Expertise: |
significant growth and profitability improvement at businesses across India, Bangladesh, Sri Lanka, and Pakistan. In 2014, Mr. Rishi was appointed to the position of Vice President and General Manager, North Asia where he made equally significant progress. In June 2017, he was promoted to his last position i.e., Vice President of Global Apparel Solutions for Retail Brand and Information Solutions and was a Member of Corporate Leadership Team of Avery Dennison Corporation. As a Member of the Corporate Leadership Team, Mr. Rishi was engaged in contributing to strategy and initiatives that have a global and cross Business impact for Avery Dennison Corporation including sustainability, diversity, business policies etc. |
Business Strategy, Sales & Marketing, Customer Development, Corporate Governance, Brand Equity and Talent Development |
Prior to Avery Dennison Corporation, Mr. Rishi was Managing Director of Marico Bangladesh Limited, following a 14-year career in various Management roles with Hindustan Unilever Limited. He has extensive experience in sales and customer development, marketing, corporate governance, brand equity and talent development. |
|
Mr. Rishi has completed his Masters’ Program in International Business from the Indian Institute of Foreign Trade, New Delhi. He has also completed various functional, leadership and Management Development Programs from Northwestern-Kellogg’s, IMD and Harvard Business School (in-progress). Mr. Rishi Pardal was appointed on the Board of UBL effective August 01, 2020, and resigned effective close of business hours on May 04, 2023. |
|
Brief Resume |
Other Directorships & Committee Memberships in India and Areas of Expertise |
Mr. Radovan Sikorsky (DIN: 09684447) |
Other Directorship & Committee Membership: |
Mr. Radovan joined HEINEKEN UK as Finance Director in September 2016. Prior to this he was Senior Director Regional Finance Americas from 2013, |
NIL |
leading the regional Finance function in a period of quick-fire business |
Areas of Expertise: |
expansion and transformation. Mr. Radovan has also held the role of Finance Director in Slovakian, Hungarian and Polish HEINEKEN Companies. Before joining HEINEKEN, Mr. Radovan worked for over three years with KPMG as Senior Audit Manager. Mr. Radovan is a B.Compt (Honours), University of South Africa – (UNISA); South African Institute of Chartered Accountant. Mr. Radovan has been on the Board of UBL since August 15, 2022. |
Finance & Accounts |
Mr. Christiaan A J Van Steenbergen (DIN: 07972769) |
Other Directorship & |
Mr. Christiaan A J Van Steenbergen was appointed Chief Human Resources |
Committee Membership: |
NIL |
|
Officer of HEINEKEN in May 2014. Prior to that, he was Executive Vice President |
|
Corporate HR of Royal DSM since 2010 based in Heerlen, the Netherlands. |
Areas of Expertise: |
He is a lawyer by training and has spent more than 20 years in Senior HR |
Legal and Human Resource, |
and operational roles. He was Chief Human Resources Officer Cadbury, President Europe Cadbury, for 8 years from 2002 to 2010. Prior to Cadbury, he held different positions in Quick Restaurants SA in Belgium as CEO and in Randstad Belgium as Managing Director. He retired from HEINEKEN effective March 01, 2021. |
Business Strategy, Brand Building and Leadership |
Mr. Christiaan A J Van Steenbergen has been on the Board of UBL since November 08, 2017. |
|
Mr. Jan Cornelis van der Linden (DIN: 08743047) |
Other Directorship & Committee Membership: |
Mr. Jan Cornelis van der Linden, is an MBA in Business Administration from Erasmus University, Rotterdam, Netherlands. He has completed various |
NIL |
Management Development Programs from Harvard Business School, |
Areas of Expertise: |
Wharton – University of Pennsylvania, INSEAD Business School and University of Michigan. He joined HEINEKEN in 1999 as Management Trainee, and since |
Business Development, Business Strategy & Transformation, Marketing and Commercial |
then has worked in increasingly senior international management positions in Sales, Marketing and General Management. From 1999-2008 he worked in Africa, Ireland and was part of the Management Team at Group Commerce, HEINEKEN International, in the capacity of Global Brand Director Amstel. In 2008 he became Executive Board Member of Nigerian Breweries Plc. and joined the Management Team at HEINEKEN UK in 2012. In 2015 he was appointed as Managing Director of HEINEKEN China and in August 2019 he was appointed as Managing Director of HEINEKEN Vietnam. Currently, Mr. van der Linden is President Asia Pacific, Heineken. Mr. Jan Cornelis van der Linden has been on the Board of UBL since June 01, 2020. |
Brief Resume |
Other Directorships & Committee Memberships in |
Ms. Kiran Mazumdar Shaw (DIN: 00347229) |
India and Areas of Expertise Other Directorships: |
Ms. Kiran Mazumdar Shaw is a pioneer of the biotechnology industry in India and the founder of the country’s leading biotechnology enterprise, Biocon. |
• Biocon Limited (Executive Chairperson) |
Named among TIME magazine’s 100 most influential people in the world, Ms. Mazumdar Shaw is recognised as a thought leader who has made her country proud by building a globally recognised biopharmaceutical enterprise that is committed to innovation and affordability in delivering best-in-class therapeutics to patients across the globe. |
• Syngene International Limited (Non-Executive Chairperson) |
• Biocon Biologics Limited (Whole Time Director) |
|
• Narayana Hrudayalaya Limited (Non-Executive Director) |
|
As a global influencer, she is ranked among ‘World’s 25 Most Influential People |
|
in Biopharma’ by Fierce Biotech, Forbes magazine’s ‘World’s 100 Most Powerful |
• Biocon Pharma Limited |
Women’ and Fortune’s ‘Top 25 Most Powerful Women in Asia-Pacific.’ She |
• Biocon Biosphere Limited |
has been recognised as the only Indian on Forbes’ list of ‘World’s Self-Made |
• Biofusion Therapeutics Limited |
Women Billionaires.’ She has been featured in ‘The Worldview 100 List’ of |
• Mazumdar Shaw Medical |
the most influential visionaries by Scientific American magazine and named |
Foundation |
among the ‘100 Leading Global Thinkers’ by Foreign Policy magazine. She has |
• Biocon Academy |
been ranked as one of the world’s top 20 inspirational leaders in the field of biopharmaceuticals by The Medicine Maker Power List 2021, an index of the |
• Narayana Vaishno Devi Speciality Hospitals Private Limited |
100 most influential people across the globe in the field of medicine, where she has been featured consecutively since 2015. |
• Immuneel Therapeutics Private Limited |
Ms. Mazumdar Shaw has been awarded with the EY World Entrepreneur of |
• Science Gallery Bangalore |
the Year 2020 Award, which is a testimony to her entrepreneurial journey of |
• CSEP Research Foundation |
over four decades. Her achievements have been recognised with the ‘Lifetime |
Other Committee Membership: |
Achievement Award for Outstanding Achievement in Healthcare’ by the Indian |
NIL |
Council of Medical Research (ICMR), New Delhi. She has also been honoured with the Lifetime Achievement Award at the FICCI-Healthcare Excellence |
Areas of Expertise: |
Awards 2019, in recognition of her valuable contribution and exemplary work |
Biotechnology, |
in the field of healthcare. She has also been conferred the US India Business |
General Management, |
Council Global Leadership Award at the USIBC India Ideas Summit 2018, in |
Finance & Risk Management, Scientific Knowledge, |
recognition to her contributions and leadership across roles and sectors. She |
Global Healthcare, Corporate |
was felicitated with ‘Advancing Women in Science and Medicine (AWSM) Award for Excellence’ 2017 by The Feinstein Institute for Medical Research, USA. She has been named ‘India’s Most Respected Entrepreneur’ for 2017 by the prestigious Hurun Report and felicitated as an exceptional woman achiever by Ministry of Women and Child Development, Govt. of India for being the first Indian businesswoman to reach USD 1 billion net worth. |
Governance and Compliance |
In January 2020, she was honoured with the Order of Australia, Australia’s Highest Civilian Honour, for her significant service to advancing Australia’s bilateral relationship with India, particularly in promoting commercial and educational links. In 2016, she was conferred with the highest French distinction – Chevalier de l’Ordre National de la L?gion d’Honneur (Knight of the Legion of Honour). She was also bestowed with ‘The Global Leadership in Engineering Award’ by Los Angeles based USC Viterbi, School of Engineering in 2016 for excellence in biotechnology worldwide. |
Brief Resume |
Other Directorships & Committee Memberships in India and Areas of Expertise |
The U.S. based Chemical Heritage Foundation has conferred her with the ‘2014 Othmer Gold Medal’ and the Germany based Kiel Institute for the World Economy has awarded her its coveted ‘2014 Global Economy Prize’ for Business. |
|
She has received two of India’s highest civilian honours, the Padma Shri (1989) and the Padma Bhushan (2005). |
|
Ms. Mazumdar Shaw holds key positions in various industry, educational, government and professional bodies. She has been appointed as a member of the high-level expert committee constituted by the Department of Biotechnology (DBT) to review the autonomous organisations under the administrative control of the department and she is a Governing Council Member of the National Institute of Immunology, an autonomous research institute of the DBT. She has been appointed as Member of the Steering Committee of the National Biopharma Mission, an industry-academia collaborative mission of the DBT. |
|
She is Non-Executive Chairperson of the Association of Biotechnology Led Enterprises (ABLE), a not-for-profit pan-India forum representing the Indian biotechnology sector. She is a founder member of Karnataka’s Vision Group on Biotechnology, which she currently chairs. She has also been appointed Chairperson of the Karnataka government’s Vision Group to encourage pharma and medical devices units in the state. |
|
She has been appointed as the Vice Chair of the Global Board of Directors of U.S.-India Business Council (USIBC) and serves as Honorary Member of Indio- American Chamber of Commerce. She is a past member of Advisory Council of the UK-India Business Council. She has been appointed as Global Alumni Ambassador for Australia by the Department of Foreign Affairs and Trade, Australia and she has been appointed as the Victorian Business Ambassador by The State Govt. of Victoria, Australia. She served as the Board of Trustees of the US Pharmacopeia Convention and currently she is a Honorary member. She also served as a member of the Governing Body of the Indian Pharmacopoeia Commission. She is the Honorary Consul of Ireland in Bangalore. Ms. Mazumdar Shaw has been elected as a full-term member of the Board of Trustees of The MIT Corporation, USA, and is also on the advisory board of the Abdul Latif Jameel Clinic for Machine Learning in Health at MIT (J-Clinic), U.S., which seeks to transform healthcare with artifical intelligence and machine learning. She serves on the board of advisors for The National Society of High School Scholars, U.S., and is on the board of trustees of the Keck Graduate Institute in the U.S. She has been elected as a member of the prestigious U.S. |
|
based National Academy of Engineering (NAE), for her contribution to the development of affordable biopharmaceuticals and the biotechnology industry in India, and she is a first female Foreign Fellow to be elected as a member of the Australian Academy of Technology and Engineering (ATSE). She has been elected as the Fellow of the Royal Society of Edinburgh (RSE), Scotland’s National Academy for the advancement of learning and useful knowledge. |
|
Brief Resume |
Other Directorships & Committee Memberships in India and Areas of Expertise |
Ms. Kiran Mazumdar Shaw (DIN: 00347229) (contd.) |
|
She is a Member of the Board of Governors of Indian Institute of Technology Bombay, founder member of the Society for the Institute for Stem Cell Biology and Regenerative Medicine, Bangalore and is the past Chairperson of the Board of Governors of the Indian Institute of Management, Bangalore. She is Non-Executive Director on the Board of Narayana Health and also served as the Lead Independent Member of the Board of Infosys from 2018 to 2023. She serves on the board of PureTech Health and Memorial Sloan Kettering Cancer Centre, and Lincoln Center for the Performing Arts, in the USA. She also serves as Board of Directors of Science Gallery Bengaluru, part of the Global Science Gallery Network pioneered by Trinity College Dublin. |
|
Ms. Mazumdar Shaw is involved in several charitable organisations. She serves on the Global Advisory Committee for the Women and the Green Economy Campaign (WAGE)™ initiative and is a member of the MIT Charter Society, USA, in honour of her philanthropic commitment to the Institute. She is also associated with The Live Love Laugh Foundation, a leading not-for-profit organisation spreading mental health awareness, as a member of its Board of Trustees. Most recently, she has been appointed as a Non- Executive Director on the Board of Directors of CSEP - The Centre for Social and Economic Progress, an independent, public policy think tank with a mandate to conduct research and analysis on critical issues facing India and the world and helps shape policies that advance sustainable growth and development. |
|
Ms. Mazumdar Shaw’s commitment to affordable healthcare extends beyond business. Her philanthropic initiatives are directed at making a difference to the lives of the marginalised communities. Through Biocon Foundation’s primary healthcare centres, telemedicine initiatives, health awareness programs, public health and sanitation initiatives and preventive screenings for oral and cervical cancer, she is making an enduring impact on society. |
|
She has also established the 1,400-bed Mazumdar-Shaw Medical Center in Bangalore to deliver affordable world-class cancer care services to patients irrespective of socio-economic status. She has also set up the Mazumdar Shaw Center for Translational Research, a non-profit research institute dedicated to developing scientific breakthroughs for treating a wide range of human diseases. Her philanthropic efforts have led her to be featured in the Forbes’ List of ‘Heroes of Philanthropy’. Ms. Mazumdar Shaw is also the second Indian to join the Giving Pledge global initiative created by Warren Buffett and Bill and Melinda Gates that encourages billionaires to give the majority of their wealth to philanthropic causes. |
|
Ms. Mazumdar Shaw holds a bachelor’s degree in science (Zoology Hons.) from Bangalore University and has earned a master’s degree in malting and brewing from Ballarat College, Melbourne University. She has been awarded with several honorary degrees from Ballarat (2004), University of Abertay (2007), University of Glasgow (2008), Heriot-Watt University (2008), National University of Ireland (2012) and Trinity College, Dublin (2012) for her pre-eminent contributions in the field of biotechnology. |
|
Ms. Mazumdar Shaw has been on the Board of UBL since October 26, 2009. |
Brief Resume Ms. Geetu Gidwani Verma (DIN: 00696047) |
Other Directorships & Committee Memberships in India and Areas of Expertise Other Directorships: |
Ms. Geetu Verma is a global business leader with close to 35 years’ experience in |
• Philips India Limited |
the FMCG sector with Procter & Gamble, Pernod Ricard, PepsiCo and Unilever. |
• Trucap Finance Limited (Independent Director) |
Her experience pans launching breakthrough innovations, leading businesses of scale, turnaround assignments in developed and emerging markets – Asia, |
Other Committee Membership: |
Europe. |
• Philips India Limited – Audit Committee |
Ms. Verma is now a global management consultant, helping businesses with innovation, marketing strategy & new business models to create sustainable |
Areas of Expertise: |
growth. She partners OxfordSM, a BCorp and a global strategic and marketing consultancy headquartered in the UK. She is also a strategy advisor to the |
• Business strategy, brand building and innovation |
• Turning around scale businesses |
|
Hindustan Unilever Foundation and other Companies in the nutrition and social impact space both in Netherlands and India. |
• Leading start-ups to scale |
• M&A and integration strategy |
|
She is credited with turnarounds and the creation of iconic brands in the F&B space – Kissan, Brooke Bond, Red Label, Kwality Walls, Kurkure, Royal Stag. |
|
She has also led strategic business acquisitions in India and Europe. |
|
Ms. Verma has been recognised as among the most powerful women in Indian business by Business Today and ranked among the top 10 most influential marketers, several years in a row. She is an immensely respected FMCG industry voice, an ardent advocate on authentic leadership and a strong proponent of an inclusive culture that helps diversity thrive. |
|
Ms. Geetu Verma has been on the Board of UBL since May 29, 2022. |
Mr. Manu Anand (DIN: 00396716) |
Other Directorships: |
Mr. Manu Anand is a Chartered Accountant and has completed Advance |
• Manjushree Technopack Limited |
Management Program from the Wharton School of the University of Pennsylvania, USA. Mr. Manu brings the experience of over three decades, out |
• DFM Foods Limited (Non-Executive Director) |
of which he has been in the General Manager roles for the last 20 years with a |
• Glaxosmithkline Pharmaceuticals Limited |
track record of building diverse teams, driving growth, managing multi-billion- |
(Independent Director) |
dollar P&Ls, and leading change and transformation. He retired from Mondelez International in end 2018 and is now a Business Advisor and Company Director. In his last role prior to retirement from Mondelez International he was President |
• Standard Chartered Research and Technology India Private Limited |
Chocolates – AMEA, managing the Chocolate business operations across |
Other Committee Membership: |
the Asia Pacific, Middle East, and Africa, covering a range of developed and developing markets. The role required managing the levers of P&L, driving top and bottom line and market share growth through a combination of region- |
Manjushree Technopark Limited: Audit Committee |
Areas of Expertise: |
|
wide and market-specific initiatives on the brands and innovation. In addition, he ran a consolidated supply chain with a complex manufacturing site network and worked closely with sales teams in markets to deliver sustained business performance. Mr. Manu was earlier leading the India business for Mondelez International as Managing Director for Cadbury India Limited. |
General Management, Finance, Sales & Marketing in food and beverage industry |
Brief Resume |
Other Directorships & Committee Memberships in India and Areas of Expertise |
Mr. Manu Anand (DIN: 00396716) (contd.) |
|
At PepsiCo India, Mr. Manu spent 19 years in various roles and is credited with building its food business virtually from scratch. In his last role at PepsiCo as the Chairman and CEO, PepsiCo India, Mr. Manu was responsible for PepsiCo’s Beverage and Foods business in India and South Asia brands. Preceding this, Mr. Manu Anand was based in Bangkok as the President of South-East Asia and was responsible for the Beverage and Food businesses in Thailand, |
|
Vietnam, Malaysia, Indonesia, Singapore, Cambodia, and Laos. The Business Unit was a complex portfolio of different business models in the various stages of development across the markets. Prior to that Mr. Manu was the Managing Director for Frito- Lay India (the Snack Food Business of PepsiCo) and built this business from a start up to a market leader. |
|
Currently, Mr. Manu is the Senior Advisor to Advent and Director on four other boards. He has also been past chair on a number of committees of Confederation of Indian Industry (CII) and has experience as Chairman of PepsiCo India and Director on Board of Mondelez India. Mr. Manu Anand has been on the Board of UBL since May 29, 2022. Mr. Anand Kripalu (DIN: 00118324) |
Other Directorships: |
Mr. Anand Kripalu has over 30 years of experience in the fastmoving consumer |
• EPL Limited (Managing Director) |
goods (FMCG) industry. Prior to joining Essel Propack Limited (EPL), he spent seven years as the Managing Director and CEO of Diageo India, India’s leading |
• PGP Glass Private Limited |
beverage alcohol Company with $6.4 billion market cap, where he led the |
Other Committee Membership: |
transformation of the Company. He was also a member of Diageo’s Global Executive Committee. |
Nil |
Areas of Expertise: |
|
Before joining Diageo, Mr. Kripalu spent almost eight years with Mondelez International (earlier, Cadbury) as the President of the India and Southeast Asia business. He was responsible for accelerating Cadbury India’s performance to deliver 25 percent y-o-y growth in revenue and profit over eight years. Before that, he spent 22 years at Unilever in various general management and sales and marketing roles. |
Board management in Governance, Leadership, Strategy, Sales, Marketing, Knowledge of Alcobev Regulatory Environment |
Mr. Kripalu has a Bachelor of Technology in Electronics from IIT, Madras. He also holds an MBA from IIM, Calcutta. He has received the distinguished alumnus award from both IIT Madras and IIM Calcutta. He has also completed the Advanced Management Program from Wharton Business School. Mr. Anand Kripalu has been on the Board of UBL since February 22, 2023. |
Note: Committee Memberships of Directors mentioned above includes only those Committees that have been prescribed for reckoning of limits under Regulation 26(1)(b) of the Listing Regulations. None of the Directors are related inter-se.
Membership in Boards and Board Committees - other than UBL
Membership in Board Committees other than UBL |
|||
Name of the Directors |
Membership in Boards other than UBL in India |
Prescribed for reckoning the limits under Regulation 26(1)(b) of Listing Regulations* |
Other Committees not so prescribed** |
Mr. Rishi Pardal |
IGN=RIGHT>NIL |
NIL |
NIL |
Mr. Radovan Sikorsky |
NIL |
NIL |
NIL |
Mr. Christiaan A J Van Steenbergen |
NIL |
NIL |
NIL |
Mr. Jan Cornelis van der Linden |
NIL |
NIL |
NIL |
Ms. Kiran Mazumdar Shaw |
13 |
NIL |
3 |
Ms. Geetu Gidwani Verma |
2 |
1 |
2 |
Mr. Manu Anand |
4 |
2 |
3 |
Mr. Anand Kripalu |
2 |
NIL |
1 |
* Audit Committee and Stakeholders’ Relationship Committee.
** Nomination and Remuneration Committee, CSR/ ESG Committee and Other Committees.
The above position is as on the date of this Report and in respect of their Directorships only in Indian Companies. Notes: a) Mr. Rishi Pardal is not a Director in any other Company. b) Mr. Radovan Sikorsky is not a Director in any other Company. c) Mr. Christiaan A J Van Steenbergen is on the Board of 1 Overseas Company. d) Mr. Jan Cornelis van der Linden is on the Board of 10 Overseas Companies. e) Ms. Kiran Mazumdar Shaw is on the Board of 13 Companies. Out of which 2 are Private Limited Companies and 4 are Section 8 Companies under the Act. Ms. Mazumdar is also on the Board of 10 Overseas Companies. f) Ms. Geetu Gidwani Verma is on the Board of 2 Companies. g) Mr. Manu Anand is on the Board of 4 Companies. Out of which 1 is a Private Limited Company. h) Mr. Anand Kripalu is on the Board of 2 Companies. Out of which 1 is a Private Limited Company.
The skills / expertise / competencies available with the Board are as per the matrix given below:
Skills |
Mr. Rishi Pardal |
Mr. Radovan Sikorsky |
Mr. Christiaan A J Van Steenbergen |
Mr. Jan Cornelis van der Linden |
Ms. Kiran Mazumdar Shaw |
Ms. Geetu Gidwani Verma |
Mr. Manu Anand |
Mr. Anand Kripalu |
Business Strategy, Brand Building and Leadership |
||||||||
Sales and Marketing |
||||||||
Strategic Planning |
||||||||
Financial Management and Economics |
||||||||
Legal and Human Resource |
||||||||
Industry Knowledge |
||||||||
General Administration |
||||||||
Research and Innovation |
Role of the Board of Directors
The primary role of the Board is that of trusteeship – to protect and enhance shareholder value. As trustees, the Board has a fiduciary responsibility to ensure that the Company has clear goals aligned to shareholder value and its growth. Further, the Board is also responsible for: • Exercising appropriate control to ensure that the Company is managed efficiently to fulfill stakeholders’ aspirations and societal expectations.
• Monitoring the effectiveness of the Company’s governance practices and making changes as necessary.
• Providing strategic guidance to the Company and ensuring effective monitoring of the Management.
• Exercising independent judgment on corporate affairs.
• Assigning a sufficient number of Non-Executive members of the Board to tasks where there is a potential for conflict of interest, to exercise independent judgment. • Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets, and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions, and divestments.
Responsibilities of the Board leadership
The Company believes that an active, well-informed, diversified, and independent board is necessary to ensure the highest standards of corporate governance. At UBL, the Board is at the core of our corporate governance practice. The Board oversees the Management’s functions and protects the long-term interests of our stakeholders. The responsibilities and authority of the Managing Director & CEO is as under: The Managing Director & CEO is responsible for executing corporate strategy in consultation with the Board, as well as for brand equity, planning, building external contacts and all matters related to the management of the Company. He /she is responsible for achieving annual and long-term business targets. The Managing Director & CEO also monitors the external and internal competitive landscape, and new industry developments and standards, identifies opportunities for expansion and acquisition, and builds relationships with customers and markets to enhance shareholder value and implementing the organization’s vision, mission, and overall direction. The Managing Director & CEO acts as a link between the Board and the Management and is also responsible for leading and evaluating the work of other executive leaders.
Board Meetings
Matters of policy and other relevant and significant information are regularly made available to the Board. In order to ensure better Corporate Governance and transparency, the Company has constituted an Audit Committee, Stakeholders’ Relationship / Share Transfer Committee, Nomination and Remuneration Committee, Corporate Social Responsibility/ Environmental, Social and Governance Committee, Risk Management Committee, Borrowing Committee and Special Purpose Committee to look into the ‘Terms of Reference’ of each Committee.
In addition to securing Board approvals for various matters prescribed under the Act, matters such as annual budget, operating plans, material show cause notices and demands, if any, minutes of Committee Meetings and subsidiary Company, control self-assessment, risk management and updates thereof are regularly placed before the Board. There is a comprehensive management reporting system involving preparation of operating results and their review by senior management and by the Board.
During the financial year ended on March 31, 2023, eight (8) Board Meetings were held on April 26, 2022, May 28, 2022, June 14, 2022, July 21, 2022, July 27, 2022, October 20, 2022, February 09, 2023, and February 17, 2023. During the financial year, Mr. Madhav Bhatkuly was the Acting Chairman of the Board from June 13, 2022 till March 01, 2023.
Attendance at Board Meetings and Annual General Meeting (AGM)
Number of Board Meetings |
Attendance at |
|||
Names of the Directors |
Category |
Held |
Attended |
the last AGM held on 10.08.2022 |
Mr. Rishi Pardal |
Managing Director |
8 |
7 |
YES |
Mr. Radovan Sikorsky * |
Director & CFO |
8 |
3 |
N.A. |
Mr. Christiaan A J Van Steenbergen |
Director (NE) |
8 |
8 |
YES |
Mr. Jan Cornelis van der Linden |
Director (NE) |
8 |
8 |
YES |
Ms. Kiran Mazumdar Shaw |
Director (IND) |
8 |
5 |
YES |
Ms. Geetu Gidwani Verma ** |
Director (IND) |
8 |
6 |
YES |
Mr. Manu Anand ** |
Director (IND) |
8 |
6 |
YES |
Mr. Anand Kripalu *** |
Director (IND) |
8 |
N.A. |
N.A. |
Mr. Sunil Alagh @ |
Director (IND) |
8 |
2 |
N.A. |
Mr. Stephan Gerlich @ |
Director (IND) |
8 |
2 |
N.A. |
Mr. Berend Odink @ |
Director & CFO |
8 |
5 |
YES |
Mr. Madhav Bhatkuly @ |
Director (IND) |
8 |
6 |
YES |
Notes: NE – Non-Executive, IND – Independent.
Mr. Radovan Sikorsky was appointed as Director & CFO with effect from August 15, 2022.
Ms. Geetu Gidwani Verma and Mr. Manu Anand were appointed as Independent Directors with effect from May 29, 2022.
Mr. Anand Kripalu was appointed as an Independent Director with effect from February 22, 2023.
Mr. Sunil Alagh and Mr. Stephan Gerlich, Independent Directors resigned with effect from June 13, 2022. Mr. Berend Odink, Director & CFO and Mr. Madhav Bhatkuly, Independent Director resigned with effect from August 15, 2022, and March 01, 2023, respectively.
Board Support
The Company Secretary supports the Board to ensure that it has policies, processes, information, time, and resources it needs to function effectively and efficiently. The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Company Secretary is also responsible for preparation of the agenda and convening of the Board and Committee Meetings. The Company Secretary attends all the Meetings of the Board and its Committees, in the capacity of Secretary of the Board / Committees. The Company Secretary advises / assures the Board and its Committees on compliance and governance principles and ensures appropriate recording of minutes of the Meetings.
With a view to leverage technology and reduce paper consumption, the Company has adopted a web-based application for transmitting Board / Committee Agenda and Pre-reads. The Directors of the Company receive the Agenda and Pre-reads in electronic form through this application, which can be accessed through web browser or iPad. The application meets high standards of security and integrity that are required for storage and transmission of Board/ Committee Agenda and Pre-reads in electronic form.
COMMITTEES OF DIRECTORS
The Board has constituted Committees of Directors as mandatorily required and to deal with matters which need urgent decisions and timely monitoring of the activities falling within their terms of reference. The Board Committees are as follows:
Audit Committee
The Audit Committee comprises of Mr. Manu Anand, Mr. Jan Cornelis van der Linden, Ms. Geetu Gidwani Verma and Mr. Anand Kripalu as Members, out of which three are Independent Directors and one is a Non-Executive Director. The Chairmanship of the Committee vests with Mr. Manu Anand.
The Committee oversees the financial reporting process, disclosure requirements and matters relating to Internal Control System. The Committee also reviews periodically the financial accounts, adequacy of the internal audit function, compliance with accounting standards and other areas within its ‘Terms of Reference’, as under: i) Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; ii) Recommending to the Board, the appointment, remuneration and terms of appointment of auditors of the Company; iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors; iv) Reviewing, with the Management, the Annual Financial Statements and auditor’s report before submission to the Board for approval, with particular reference to;
• Matters required to be included in the Directors Responsibility Statement to be included in the Board’s report in terms of Clause (c) of sub-section 3 of Section 134 of the Act;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgement by the Management;
• Significant adjustments made in the Financial Statements arising out of Audit findings;
• Compliance with listing and other legal requirements relating to Financial Statements;
• Disclosure of any related party transactions;
• Modified opinion(s) in the draft audit report;
v) Reviewing with the Management the quarterly Financial Statements before submission to the Board for approval; vi) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
vii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
viii) Approval or any subsequent modification of transactions of the Company with related parties; ix) Scrutiny of inter-corporate loans and investments;
x) Valuation of undertakings or assets of the Company, wherever it is necessary;
xi) Evaluation of internal financial controls and risk management systems;
xii) Reviewing with the management the performance of statutory and internal auditors, adequacy of the internal control system;
xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
xiv) Discussion with internal auditors of any significant findings and follow-up thereon;
xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; xvi) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
xvii) To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors;
xviii) To review the functioning of Whistle Blower mechanism;
xix) Approval of appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
xx) To review utilization of loans and / or advances from investment by holding Company in the subsidiary exceeding Rs.100 Crore or 10% of the asset size of the subsidiary, including existing loans, advances and investments;
xxi) To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc. and;
xxii) Carrying out any other function as is mentioned in term of reference of the Audit Committee.
The Audit Committee mandatorily reviews the following information:
1. Management discussion and analysis of financial conditions and results of operations;
2. Management letters/letters of internal control weaknesses issued by the Statutory Auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the Chief Internal Auditor; and
5. Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency;
(b) annual statement of funds utilized for purposes other than those stated in the offer documents / prospectus / notice.
During the financial year ended March 31, 2023, six (06) Audit Committee Meetings were held on April 25, 2022, July 26, 2022, October 19, 2022, February 08, 2023, February 17, 2023, and March 21, 2023.
Attendance at Audit Committee Meetings
Number of Audit Committee Meetings |
|||
Names of the Directors |
Category |
Held |
Attended |
Mr. Manu Anand |
Chairman |
6 |
5 |
Mr. Jan Cornelis van der Linden |
Member |
6 |
6 |
Ms. Geetu Gidwani Verma |
Member |
6 |
5 |
Mr. Anand Kripalu |
Member |
6 |
N.A. |
Mr. Sunil Alagh @ |
Member |
6 |
1 |
Mr. Madhav Bhatkuly |
Chairman |
6 |
4 |
* Mr. Manu Anand and Ms. Geetu Gidwani Verma were appointed as Members of the Committee with effect from June 13, 2022. Mr. Manu Anand replaced Mr. Madhav Bhatkuly as Chairman of the Committee with effect from April 10, 2023. ** Mr. Anand Kripalu was appointed as Member of the Committee with effect from April 10, 2023. Hence, he was not part of the meetings held during the financial year ended March 31, 2023.
Mr. Sunil Alagh, Member and Mr. Madhav Bhatkuly, Chairman resigned from the Committee with effect from June 13, 2022, and March 01, 2023, respectively.
Annual Report 2023 : 55
Stakeholders Relationship & Share Transfer Committee
The Stakeholders’ Relationship & Share Transfer Committee was re-designed with effect from June 13, 2022. The Committee comprises of Mr. Anand Kripalu, Mr. Radovan Sikorsky, Mr. Christiaan A J Van Steenbergen, Ms. Geetu Gidwani Verma and Mr. Manu Anand as Members. The Chairmanship of the Committee vests with Mr. Anand Kripalu. The ‘Terms of Reference’ of Stakeholders Relationship are as under:
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of Shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general Meetings etc.;
• Review of measures taken for effective exercise of voting rights by Shareholders;
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; and
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the Shareholders of the Company.
Number of Shareholders’ complaints received from 01-04-2022 to 31-03-2023 (These complaints pertained mainly to non-receipt of Share Certificates upon transfer, non-receipt of Annual Report, non-receipt of Dividend, etc.) |
3 |
Number of complaints not solved to the satisfaction of the Shareholders |
NIL |
Number of pending Share transfers |
NIL |
The ‘Terms of Reference’ of Share Transfer Committee are as under:
• To monitor Transfer, Transmission and Transposition of the Shares of the Company;
• Issue of letter of confirmation in place of Duplicate Share Certificates, in lieu of Certificates lost, misplaced, torn, mutilated, cages for transfer filled up etcetera;
• Consolidation and sub-division of Share Certificates;
• To oversee compliance of the norms laid down under the Depositories Act, 1996;
• To appoint / remove Registrar and Transfer Agent;
• To oversee compliance of the norms laid down under the Tripartite Agreement with National Securities Depository Limited / Central Depository Services (India) Limited, and
• Perform all such acts and deeds, matters and things as it may in its absolute discretion deem necessary, expedient, desirable, usual or proper and to settle any question, dispute, difficulty or doubt that may arise in regard to the matters arising out of the aforesaid acts.
In order to facilitate prompt and efficient service to the Shareholders, all the transactions in connection with Transfer, Transmission, issue of Duplicate Certificates, etc., have been entrusted to Integrated Registry Management Services Private Limited, Registrar and Share Transfer Agent and the same are being processed and approved once in thirty days. The Board of Directors has delegated the power to approve transfers / transmission etc., up to 5,000 Shares to the Managing Director and the Company Secretary, who can act severally in the above matter.
The Compliance Officer is Mr. Amit Khera, Company Secretary & Compliance Officer.
During the financial year ended March 31, 2023, three (03) Stakeholders Relationship & Share Transfer Committee Meetings were held on July 22, 2022, October 19, 2022, and February 08, 2023, for approving the transactions falling within the ‘Terms of Reference’ mentioned above.
Attendance at Stakeholders Relationship & Share Transfer Committee Meetings
Number of Stakeholders Relationship & Share Transfer |
|||
Names of the Directors |
Category |
Held |
Committee Meetings Attended |
Mr. Anand Kripalu * |
Chairman |
3 |
N.A. |
Mr. Radovan Sikorsky ** |
Member |
3 |
1 |
Mr. Christiaan A J Van Steenbergen |
Member |
3 |
3 |
Ms. Geetu Gidwani Verma *** |
Member |
3 |
3 |
Mr. Manu Anand *** |
Member |
3 |
3 |
Mr. Berend Odink @ |
Member |
3 |
1 |
Mr. Madhav Bhatkuly @ |
Chairman |
3 |
3 |
Mr. Anand Kripalu was appointed and replaced Mr. Madhav Bhatkuly as Chairman of the Committee with effect from April 10, 2023. Hence, he was not part of the meetings held during the financial year ended March 31, 2023.
Mr. Radovan Sikorsky was appointed as Member of the Committee with effect from August 15, 2022.
Ms. Geetu Gidwani Verma and Mr. Manu Anand were appointed as Members of the Committee with effect from June 13, 2022.
Mr. Berend Odink, Member and Mr. Madhav Bhatkuly, Chairman resigned from the Committee with effect from August 15, 2022, and March 01, 2023, respectively.
Prior to redesignation of Stakeholders Relationship & Share Transfer Committee effective June 13, 2022, the Committee comprised of the following:
A) Stakeholders Relationship Committee comprised of Mr. Madhav Bhatkuly, Mr. Berend Odink, Mr. Sunil Alagh and Mr. Stephan Gerlich. The Chairmanship of the Committee vested with Mr. Madhav Bhatkuly. During the period April 01, 2022, to June 12, 2022, one (1) Stakeholders Relationship Committee Meeting was held on April 21, 2022, which was attended by all the Members; and B) Share Transfer Committee comprised of Mr. Stephan Gerlich, Mr. Rishi Pardal, Mr. Berend Odink and Mr. Christiaan A J Van Steenbergen. The Chairmanship of the Committee vested with Mr. Stephan Gerlich.
During the period April 01, 2022, to June 12, 2022, one (1) Share Transfer Committee Meeting was held on April 21, 2022, which was attended by all the Members.
Corporate Social Responsibility/Environmental, Social and Governance Committee
Your Company has been focusing on Corporate Social Responsibility (CSR) activities viz., water conservation, safe drinking water, women empowerment, community development and responsible consumption of alcohol. UBL has formulated a comprehensive CSR policy for supporting the communities where we operate. We use CSR as an integral business process in order to support sustainable development and inclusive growth in our constant endeavour to be a good corporate citizen.
The CSR / ESG Committee comprises of Ms. Geetu Gidwani Verma, Mr. Rishi Pardal, Mr. Radovan Sikorsky, Mr. Christiaan A J Van Steenbergen, and Ms. Kiran Mazumdar Shaw as Members. The Chairmanship of the Committee vests with Ms. Geetu Gidwani Verma.
During the financial year ended March 31, 2023, two (2) CSR / ESG Committee Meetings were held on October 07, 2022, and February 20, 2023.
Attendance at CSR/ESG Committee Meetings
Number of CSR/ESG Committee Meetings |
|||
Names of the Directors |
Category |
Held |
Attended |
Ms. Geetu Gidwani Verma |
Chairman |
2 |
2 |
Mr. Rishi Pardal @ |
Member |
2 |
2 |
Mr. Radovan Sikorsky |
Member |
2 |
1 |
Mr. Christiaan A J Van Steenbergen |
Member |
2 |
2 |
Ms. Kiran Mazumdar Shaw |
Member |
2 |
NIL |
Mr. Rishi Pardal has resigned as Member of Committee effective close of business hours on May 04, 2023.
Risk Management Committee
The Risk Management Committee comprises of Mr. Manu Anand, Mr. Jan Cornelis van der Linden, Ms. Geetu Gidwani Verma and Mr. Anand Kripalu as Members. The Chairmanship of the Committee vests with Mr. Manu Anand.
The ‘Terms of Reference’ of Risk Management Committee are as under:
• To formulate a detailed risk management policy which shall include: a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. b. Measures for risk mitigation including systems and processes for internal control of identified risks. c. Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.
• To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity.
• To keep the Board of Directors informed about the nature and content of its discussions, recommendations, and actions to be taken.
• The appointment, removal, and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.
During the financial year ended March 31, 2023, two (02) Risk Management Committee Meetings were held on July 27, 2022, and October 20, 2022.
Attendance at Risk Management Committee Meetings
Number of Risk Management Committee Meetings |
|||
Names of the Directors |
Category |
Held |
Attended |
Mr. Manu Anand |
Chairman |
2 |
2 |
Mr. Jan Cornelis van der Linden |
Member |
2 |
2 |
Ms. Geetu Gidwani Verma |
Member |
2 |
2 |
Mr. Anand Kripalu * |
Member |
2 |
NIL |
Mr. Rishi Pardal ** |
Member |
2 |
2 |
Mr. Radovan Sikorsky ** |
Member |
2 |
1 |
Mr. Christiaan A J Van Steenbergen ** |
Member |
2 |
2 |
Ms. Kiran Mazumdar Shaw ** |
Member |
2 |
NIL |
Mr. Berend Odink @ |
Member |
2 |
1 |
Mr. Madhav Bhatkuly @ |
Member |
2 |
1 |
Mr. Anand Kripalu was appointed as Member of the Committee with effect from April 10, 2023. Hence, he was not part of the meetings held during the financial year ended March 31, 2023.
Mr. Rishi Pardal, Mr. Radovan Sikorsky, Mr. Christiaan A J Van Steenbergen and Ms. Kiran Mazumdar Shaw resigned as members of the Committee with effect from April 10, 2023.
Mr. Berend Odink and Mr. Madhav Bhatkuly resigned as Members of the Committee with effect from August 15, 2022, and March 01, 2023, respectively.
Borrowing Committee
Having regard to the size of operations, frequency of funds requirement and administration convenience, the Board has constituted a non-mandatory Borrowing Committee of Directors and has delegated powers to borrow moneys within approved limits from time to time.
The Borrowing Committee comprises of Mr. Manu Anand, Mr. Radovan Sikorsky, and Ms. Kiran Mazumdar Shaw as Members. The Chairmanship of the Committee vests with Mr. Manu Anand.
During the financial year ended March 31, 2023, there was no Borrowing Committee Meeting held.
Special Purpose Committee
A non-mandatory Special Purpose Committee was formed inter-alia to review the investigation / matters with respect to Competition Commission of India. The Special Purpose Committee comprises of Mr. Christiaan A J Van Steenbergen, Mr. Radovan Sikorsky, Mr. Anand Kripalu and Ms. Shelly Kohli. The Chairmanship of the Committee vests with Mr. Christiaan A J Van Steenbergen.
During the financial year ended March 31, 2023, one (1) Special Purpose Committee Meeting was held on January 19, 2023.
Attendance at Special Purpose Committee Meeting
Number of Special Purpose Committee Meetings |
|||
Names of the Directors |
Category |
Held |
Attended |
Mr. Christiaan A J Van Steenbergen |
Chairman |
1 |
1 |
Mr. Radovan Sikorsky |
Member |
1 |
NIL |
Mr. Anand Kripalu * |
Member |
1 |
N.A. |
Ms. Shelly Kohli * |
Member |
1 |
N.A. |
Mr. Rishi Pardal @ |
Member |
1 |
1 |
Mr. Madhav Bhatkuly @ |
Chairman |
1 |
1 |
Mr. Anand Kripalu and Ms. Shelly Kohli were appointed as Members of the Committee with effect from May 4, 2023. Hence, they were not part of the meetings held during the financial year ended March 31, 2023.
Mr. Madhav Bhatkuly, Chairman and Mr. Rishi Pardal, Member resigned from the Committee with effect from March 01, 2023 and, May 4, 2023 respectively.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Ms. Kiran Mazumdar Shaw, Mr. Christiaan A J Van Steenbergen, Ms. Geetu Gidwani Verma and Mr. Manu Anand as Members. The Chairperson of the Committee vests with Ms. Kiran Mazumdar Shaw.
The ‘Terms of Reference’ of Nomination and Remuneration Committee are as under:
• Formulate criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
• For appointment of an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. The Committee for the purpose of identifying suitable candidates may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.
• Formulate criteria for evaluation of performance of Independent Directors and the Board of Directors;
• Devise a policy on diversity of Board of Directors;
• Identify persons who are qualified to become Directors and who may be appointed to the Board as well as senior management in accordance with the criteria that may be laid down, and recommend to the Board their appointment and removal;
• To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;
• Recommend to the Board, all remuneration, in whatever form, payable to senior management; and
• Operate and cover areas as may be prescribed under the Act, and other applicable Regulations from time to time including formulation of Employee Stock Option Scheme to Employees / Directors in compliance with guidelines prescribed.
During the financial year ended March 31, 2023, six (06) Nomination and Remuneration Committee Meetings were held on April 20, 2022, July 25, 2022, October 06, 2022, January 16, 2023, January 31, 2023, and February 17, 2023.
Attendance at Nomination and Remuneration Committee Meetings
Number of Nomination and Remuneration |
|||
Names of the Directors |
Category |
Held |
Committee Meetings Attended |
Ms. Kiran Mazumdar Shaw |
Chairperson |
06 |
05 |
Mr. Christiaan A J Van Steenbergen |
Member |
06 |
06 |
Ms. Geetu Gidwani Verma * |
Member |
06 |
05 |
Mr. Manu Anand * |
Member |
06 |
04 |
Mr. Sunil Alagh @ |
Member |
06 |
01 |
Ms. Geetu Gidwani Verma and Mr. Manu Anand were appointed as Members of the Committee with effect from June 13, 2022.
Mr. Sunil Alagh resigned as Member of the Committee with effect from June 13, 2022.
The Company Secretary was present in all the Meetings of the Board and / or Committees.
Succession planning
The Nomination and Remuneration Committee works with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and to senior management positions. The Company strives to maintain an appropriate balance of skills and experience within the organisation and the Board in an endeavour to introduce new perspectives while maintaining experience and continuity. In addition, promoting senior management within the organisation fuels the ambitions of the talent force to earn future leadership roles.
Board Evaluation
In terms of the requirement of the Act, and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees.
To ensure an effective evaluation process, the Nomination and Remuneration Committee has put in place a robust framework for conducting the exercise with key steps and practices defined clearly. Performance of the Board is evaluated on various parameters such as composition, strategy, tone at the top, risk and controls and diversity. Also, a questionnaire for Committees is framed on parameters such as adherence to the terms of reference and adequate reporting to the Board. Parameters for the Directors, including intellectual independence of the Director, participation in formulation of business plans, constructive engagement with colleagues and understanding of the risk profile of the Company.
Keeping in view the sensitivity, confidentiality is ensured. As part of this process, customised questionnaires were circulated to all Directors of the Company. Each Director is required to undertake a self-assessment. Additionally, the effectiveness of the Board and Committees is also evaluated by each Member of the Board and Committee through an electronic platform and kept confidential. The recommendations were discussed with the Board and individual feedback was provided. Progress on recommendations from last year and the current year’s recommendations were discussed. UBL has formulated a Performance Evaluation Policy inter-alia prescribing evaluation criteria for Independent Directors and the Board of Directors of the Company. The Policy is posted on the website of the Company and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Directors%20Performance%20Evaluation%20Policy.pdf.
Remuneration Policy
The Company carries out periodic reviews of comparable Companies and through commissioned survey ascertains the remuneration levels prevailing in these Companies. The Company’s Remuneration Policy is designed to ensure that the remuneration applicable to Managers in the Company is comparable with multinational Companies operating in Brewing or similar industry in India. In line with statutory requirements, the Board of Directors has adopted a Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees of the Company. The Remuneration Policy lays down the criteria for the appointment and removal of Directors, KMP and Senior Management. The Policy also prescribes the criteria and manners for fixation and approval of remuneration payable to Directors, KMP and other employees. The Policy is posted on the website of the Company www.unitedbreweries.com and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Remuneration-Policy.pdf For the financial year ended March 31, 2023, Mr. Rishi Pardal, Managing Director & CEO, Mr. Berend Odink, and Mr. Radovan Sikorsky, Director & CFO were paid remuneration as Director as under: (Amount in INR _)
Name |
Salary & Allowance |
Variable Pay |
Perquisites |
Retiral Benefits |
Mr. Rishi Pardal |
6,69,82,986 |
2,09,60,877 |
73,87,248 |
91,26,181 |
Mr. Berend Odink (April 01, 2022, to August 14, 2022) |
1,12,85,420 |
NIL |
48,89,777 |
17,18,303 |
Mr. Radovan Sikorsky (August 15, 2022 to March 31, 2023) |
2,62,27,426 |
NIL |
1,08,72,954 |
37,96,738 |
Performance criteria is decided by Nomination and Remuneration Committee and the Board.
Sitting fees to Directors (Amount in INR _)
Sl. No. |
Name of the Directors |
Sitting fees paid * |
1. |
Mr. Christiaan A J Van Steenbergen |
2,00,000/- |
2. |
Mr. Jan Cornelis van der Linden |
2,00,000/- |
3. |
Mr. Sunil Alagh |
3,00,000/- |
4. |
Ms. Kiran Mazumdar Shaw |
50,000/- |
5. |
Mr. Madhav Bhatkuly |
2,50,000/- |
6. |
Mr. Stephan Gerlich |
2,00,000/- |
* Subject to deduction of tax at source, as applicable.
The above sitting fees is for the period April 01, 2022, to April 26, 2022, which was paid @ Rs.1,00,000/- for attending Board Meetings and Audit Committee Meetings and Rs.50,000/- for attending other Committee Meetings.
Commission to Directors
The Commission payable to Non-Executive Directors including Independent Directors is limited to a fixed amount per year as determined and approved by the Board, the sum of which does not exceed 1% of net profit for the year, calculated as per the provisions of the Act. Shareholders at their 21st AGM held on August 26, 2020, approved a sum not exceeding 1% of the net profit of the Company per annum, calculated in accordance with the provisions of Section 198 of the Act, to be paid and distributed among Directors other than Managing Director or Director(s) in the whole-time employment of the Company in a manner decided by the Board. Additionally, Non-Executive Directors including Independent Directors are also reimbursed for expenses incurred in the performance of their official duties. During the financial year 2022-2023, the Company moved to a new remuneration structure of compensating Non-Executive Directors including Independent Directors by way of fixed remuneration instead of sitting fees and commission paid earlier. The new remuneration structure was effective April 27, 2022, and is as under: (Amount in US $)
Fixed Board Fee |
Audit Committee |
Nomination & Remuneration Committee |
Mandatory Committees |
|||
Chairman |
Member |
Chairman |
Member |
Chairman |
Member |
|
50,000 |
25,000 |
15,000 |
20,000 |
12,500 |
15,000 |
10,000 |
During the year, there was no pecuniary relationships or transactions between the Company and any of its Non-Executive Directors apart from receiving sitting fees and commission. The Company has not provided any stock options scheme or pension to any of the Directors.
Commission paid during 2022-2023 (Amount in INR _)
Sl. No. |
Name of the Directors |
Commission# |
1. |
Ms. Kiran Mazumdar Shaw |
75,18,694/- |
2. |
Ms. Geetu Gidwani Verma |
75,65,063/- |
3. |
Mr. Manu Anand |
69,07,623/- |
4. |
Mr. Anand Kripalu |
4,27,786/- |
5. |
Mr. Sunil Alagh |
17,34,010/- |
6. |
Mr. Stephan Gerlich |
14,43,003/- |
7. |
Mr. Madhav Bhatkuly |
75,83,988/- |
Subject to deduction of tax at source. The above amount excludes applicable Goods and Services Tax which was paid by the Company under reverse charge separately.
Notes:
1 US$ = INR _ 82.18 as on March 31, 2023.
• Commission is paid on a pro rata basis to the below Directors:
Ms. Geetu Gidwani Verma and Mr. Manu Anand appointed as Independent Directors with effect from June 29, 2022.
Mr. Anand Kripalu appointed as Independent Director with effect from February 22, 2023.
Mr. Sunil Alagh and Mr. Stephan Gerlich, Independent Directors resigned with effect from June 13, 2022. Mr. Madhav Bhatkuly, Independent Director resigned with effect from March 01, 2023.
Independent Directors
The Act, and the Listing Regulations as amended, define an ‘Independent Director’ as a person who, including his / her relatives, is or was not a promoter or employee or KMP of the Company or its subsidiaries. Further, the person and his / her relatives should not have a material pecuniary relationship or transactions with the Company or its subsidiaries, during the three immediate preceding financial years or during the current financial year, apart from receiving remuneration as an Independent Director. The Company abides by these definitions of an Independent Director. The Independent Directors of the Company viz., Ms. Kiran Mazumdar Shaw, Ms. Geetu Gidwani Verma, Mr. Manu Anand and Mr. Anand Kripalu have given a declaration that they meet the criteria of independence and in the opinion of the Board, the Independent Directors fulfil the conditions of independence as laid down under the Act, and Listing Regulations and are independent of the Management.
During the year, based on the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Geetu Gidwani Verma, Mr. Manu Anand and Mr. Anand Kripalu as Independent Directors of the Company. The Board considered the domain knowledge and experiences of Ms. Geetu Gidwani Verma, Mr. Manu Anand and Mr. Anand Kripalu in the areas of marketing/ digital, finance and strategy respectively while approving their appointment as Independent Directors on the Board of the Company. The Board is of the opinion that Ms. Geetu Gidwani Verma, Mr. Manu Anand, and Mr. Anand Kripalu Independent Directors possesses requisite qualification, experience, expertise and holds high standards of integrity and is independent of the Management of the Company and fulfils the conditions specified under the Act, read with Rules thereunder and the Listing Regulations for their appointment as Independent Directors of the Company. Being eligible, Ms. Geetu Gidwani Verma, Mr. Manu Anand and Mr. Anand Kripalu have offered themselves to be appointed as Independent Directors of your Company. As per the provisions of the Act, the Independent Directors shall not be liable to retire by rotation.
Mr. Sunil Alagh, Mr. Stephan Gerlich, and Mr. Madhav Bhatkuly Independent Directors considering their long tenure on the UBL Board and due to other personal commitments, that they have now, have voluntarily relinquished their position as Board members with effect from June 13, 2022, and March 01, 2023, respectively. The Board places on record its appreciation for Mr. Sunil Alagh, Mr. Stephan Gerlich, and Mr. Madhav Bhatkuly for their invaluable contribution, guidance and support provided by them during their tenure as Independent Directors. The Independent Directors have confirmed that there are no other material reasons for their resignations as Independent Directors other than those stated above.
During the financial year ended March 31, 2023, one (1) Independent Directors Meeting was held on October 14, 2022, which was attended by all the Members viz., Ms. Kiran Mazumdar Shaw, Mr. Madhav Bhatkuly, Ms. Geetu Gidwani Verma and Mr. Manu Anand.
Directors’ Induction and Familiarisation
The Board Familiarisation Programme comprises of the following:
• Induction Programme for Directors including Non-Executive Directors;
• Immersion sessions on business and functional issues; and
• Strategy sessions.
All Directors on their appointment are taken through a detailed induction and familiarisation programme when they join the Board of the Company. The induction programme is an exhaustive one that covers the history, culture and background of the Company and its growth over the last few decades, various milestones in the Company’s existence since its incorporation, the present structure and an overview of the businesses and functions, business model of the Company etc. The programme also covers the progress on Company’s Environmental, Social and Governance Goals. The Company Secretary is responsible for ensuring that induction and training programmes are conducted for Directors. The Managing Director & CEO, provides an overview of the organisation, its history, culture, values and purpose. The Management team takes the Directors through their respective businesses and functions. As a part of the induction programme, the Directors undertake market visits to understand the operations of the Company. The Directors are exposed to the Board constitution, procedures, matters reserved for the Board and major risks facing the business and mitigation programmes. The Independent Directors are made aware of their roles and responsibilities at the time of their appointment and a detailed Letter of Appointment is issued to them.
In the Board Meetings, immersion sessions deal with different parts of the business and bring out all facets of the business besides the shape of the business. These immersion sessions provide a good understanding of the business to the Directors. Similar immersion sessions are also convened for various functions of the Company. These sessions also provided an opportunity for the Board to interact with the next level of management. There are opportunities for Independent Directors to interact amongst themselves and many themes for such immersion sessions come through on account of these structured interactions and Meetings of Independent Directors. The process of Board Evaluation also throws up areas where the Board desires focused sessions.
The details of the Familiarization programme for Independent Directors is disclosed on the Company’s website at the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Familiarisation-Programme-2023.pdf.
SHAREHOLDERS’ INFORMATION
General Body Meetings
The previous three AGMs of the Company were held on the dates, time and venue as given below:
Date |
Time |
Venue |
Special Resolutions Passed |
August 10, 2022 |
01.00 p.m. (IST) |
Video Conference / Other Audio-Visual Means |
Two |
July 29, 2021 |
01.00 p.m. (IST) |
Video Conference / Other Audio-Visual Means |
Two |
August 26, 2020 |
12.30 p.m. (IST) |
Video Conference / Other Audio-Visual Means |
Two |
All the Resolutions set out in respective Notices were passed by the Members at the above AGMs.
Postal Ballot
During the year, the Company passed one special resolution through Postal Ballot through e-voting.
Date of postal |
Approval |
Percentage of total votes |
|||
ballot notice |
Resolution passed |
date |
Scrutinizer |
In favour |
Against |
July 27, 2022 |
Appointment of |
November |
Pramod SM (Membership |
97.28 |
2.72 |
Mr. Radovan Sikorsky |
08, 2022 |
No. FCS: 7834) CP No. 13784) |
|||
as Director & CFO |
Practicing Company Secretaries |
||||
The Postal Ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs ("MCA") from time to time. The above Resolution was passed with requisite majority.
Remote E-voting
In terms of Section 108 of the Act, Rules framed thereunder and Regulation 44 of the Listing Regulations, the Company is providing remote e-voting facility to its Shareholders in respect of all resolutions proposed to be passed at this AGM.
Dividend
Dividend at the rate of Rs.7.50 per Equity Share of Re.1/- each (i.e.,750%) for the financial year ended March 31, 2023, after declaration at this AGM shall be paid to the Members whose names appear: i. as Beneficial Owners as at the close of the business hours on Thursday, August 03, 2023, as per the list to be furnished by the Depositories in respect of the Shares held in electronic form, and
ii. as Members in the Register of Members of the Company as on Thursday, August 03, 2023.
Unclaimed Dividend
Unclaimed Dividend for the financial year ended March 31, 2016, will be due for transfer to the Investor Education and Protection Fund (IEPF) on November 09, 2023, in terms of the applicable provisions of the Act. Members who have not encashed the Dividend Warrants for the aforesaid Dividend are requested to approach the Registrar and Share Transfer Agent of the Company. Further, the Equity Shares held by the Shareholders (either in physical form or in demat form) in respect of such unclaimed dividend which has not been encashed and in respect of which dividend has not been claimed for last seven consecutive years shall also be transferred to the IEPF in terms of provisions of the Act, and the Rules made thereunder.
Unclaimed Shares
After due compliance with the procedure prescribed in Schedule VI of the Listing Regulations relating to unclaimed Shares, UBL has transferred all unclaimed Equity Shares in one folio and have dematerialized these Equity Shares in a demat account with HDFC Bank Limited who has arrangement with National Securities Depository Limited (Depository). The voting rights on these Shares shall remain frozen till the rightful owner of such Equity Shares claims the Shares.
Details relating to unclaimed Equity Shares as on March 31, 2023, as required under Schedule V(F) of the Listing Regulations is given hereunder:
No. of Shareholders holding unclaimed Shares as on 01.04.2022 |
No. of unclaimed Shares as on 01.04.2022 |
No. of Shareholders who claimed Shares during the year |
No. of unclaimed Shares transferred during the year |
No. of Shareholders holding unclaimed Shares as on 31.03.2023 |
Balance unclaimed Shares as on 31.03.2023 |
Voting Rights Frozen (%) |
1,372 |
225,153 |
21 |
6,382 |
1,351* |
218,771 |
0.08% |
* During the year, the Company credited 6,382 Equity Shares held by 21 Shareholders in unclaimed suspense account. As on March 31, 2023, the Company holds 218,771 Equity Shares held by 1,351 Shareholders in unclaimed suspense account.
Investor Education and Protection Fund (IEPF)
As per Section 124(5) of the Act, any money transferred to the unpaid dividend account of a Company which remained unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company to IEPF. Pursuant to the said provision, the Company transferred Rs.11,86,314/- as dividend for the year 2014-2015 to IEPF which remained unclaimed for a period of seven years.
Further, pursuant to Section 124(6) of the Act, all Shares in respect of which unpaid or unclaimed dividend has been transferred under Section 124(5) of the Act, shall also be transferred by the Company in the name of IEPF.
Pursuant to the said provisions, the Company has transferred 1,658,357 Equity Shares held by 10,507 Shareholders to IEPF after following due procedure laid down under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the Rules). Details of Dividend and Equity Shares transferred to IEPF is uploaded on the website of the Company and is available through the webpage: http://unitedbreweries.com/investors. Out of 1,658,357 Equity Shares, IEPF has credited 44,540 Shares to a Shareholder’s account.
The Shareholders may claim the Dividend and Equity Shares transferred to IEPF after following the procedure laid down in the Rules. The Company has appointed a Nodal Officer for the purpose of coordinating with the IEPF Authority in respect of claims by Shareholders. Details of the Nodal Officer is uploaded on the website of the Company.
Means of Communication
The Company has its own website and all vital information relating to the Company and its performance including quarterly financial results, official press releases, presentation to analysts, shareholding pattern etc., are posted on the Company’s website www.unitedbreweries.com. Apart from furnishing financial results to all the Stock Exchanges, the Quarterly, Half-yearly and Annual Results of the Company’s performance are published in ‘The Financial Express’ and ‘Kannada Prabha’ Newspapers. As part of transparency, good governance and consistency in reporting, the Company publishes its detailed financial results along with notes and not only extracts in the Newspapers in the same form as furnished to the Stock Exchanges where the Company’s Shares are listed and uploaded on the website of the Company.
Media Releases
The Company’s news releases and presentations made at investor conferences and to analysts are posted on the Company’s website.
Designated Email-id
The Company has designated an exclusive Email-ID viz., ublinvestor@ubmail.com for the purpose of registering complaints from the investors. The investors can post their grievances by sending a mail to the said Email-ID.
Credit Ratings
The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended March 31, 2023.
The ratings given by ICRA Limited for short-term borrowings and long-term borrowings of the Company are A1+ and AA+ respectively.
Secretarial Audit
The Company has undertaken Secretarial Audit for the financial year 2022-2023 which inter-alia, includes audit of compliance with the Act, and the Rules made thereunder, Listing Regulations, applicable Regulations prescribed by Securities and Exchange Board of India (SEBI), Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of Company Secretaries of India.
The Company had appointed Mr. Sudhir Hulyalkar, Company Secretary in Practice, as Auditor for the audit of the practices and procedures followed by the Company as prescribed to undertake a Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report forms part of this report and is annexed as Annexure- F. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-2023 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report for financial year 2022-2023 shall be submitted to the stock exchanges as per the timelines prescribed under Listing Regulations.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under Section 186 of the Act are given in the notes to the Financial Statements. The Company has not advanced loans to Directors / to a Company in which any Director is interested to which provisions of Section 185 of the Act apply and has not given loans / guarantees / provided security to which provisions of Section 186 of the Act apply.
Secretarial Standards
The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
Governance of Subsidiary Company
Maltex Malsters Limited is the only subsidiary in which your Company holds 51% of its Equity Share Capital. Maltex Malsters Limited is a non-listed entity and is not a material non-listed subsidiary as on the date of this Report, having an income or net worth exceeding 10% of the consolidated income or net worth respectively, of the Company.
UBL has formulated a policy for determining material subsidiaries which is placed on the website of the Company www.unitedbreweries.com and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Policy%20for%20Determining%20Material%20Subsidiaries-PDF.pdf
The minutes of the Board meetings of the subsidiary Company along with the details of significant transactions and arrangements entered into by the subsidiary Company is shared with the Board of Directors on a quarterly basis. The consolidated financial statements of the Company including the financial statements of its subsidiary forms part of this Report in terms of the Act and the Listing Regulations.
Disclosures
1. Management Discussion and Analysis forms part of the Directors’ Report.
2. The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions which is placed on the website of the Company www.unitedbreweries.com and is available through the webpage: https://www.unitedbreweries.com/pdf/policyandcodes/Policy%20on%20Related%20Party%20Transactions.pdf.
There have been no materially significant related party transactions that may have potential conflict with the interests of listed entity at large.
3. During the financial year ended March 31, 2023, there were no materially significant related party transactions with the Company’s Directors or their relatives. Details of related party transactions form part of Notes to Accounts. In preparation of Financial Statements for the year under review, treatment as prescribed in Indian Accounting Standards (Ind AS) has been followed.
4. The Company has complied with all the statutory requirements comprised in the Listing Agreements / Regulations / Guidelines / Rules of the Stock Exchanges / SEBI / other Statutory Authorities.
5. The Company did not suffer from any levies and there were no strictures on any Capital market related matters. The Company has complied with all the mandatory and certain non-mandatory requirements of Corporate Governance as prescribed under the Listing Regulations.
6. The Company has not issued any Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments.
7. The Company does not trade in commodities. However, with respect to certain raw / packaging materials, the Company mitigates commodity pricing risks by using pricing benchmarks and tracking pricing trends over a longer period of time and has entered into long term contracts where found beneficial.
The Company’s import payments for materials and services are covered by natural hedge with the export earnings.
8. The Company has not raised any funds through preferential allotment or qualified institutional placement as per the Listing Regulations.
9. The Company has obtained a certificate from Messrs BMP & Co. LLP, Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI, MCA, or any such other Statutory Authority. The certificate forms part of this Report.
10. The Company has received seven complaints in relation to Sexual Harassment during the financial year 2022-2023.
No. of Complaints filed during the year |
No. of Complaints disposed during the year |
No. of Complaints pending as on March 31, 2023 |
07 |
06 |
01 |
11. During the year, the total audit fee amounts to Rs. 443 Lacs (including Group Reporting and Limited review fee paid to erstwhile statutory auditors SRB Associates of Rs. 56 Lacs). Amount paid to network firm / entities of erstwhile statutory auditors SRB Associates is Rs. 26 lacs.
12. The Company has complied with corporate governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of sub-Regulation (2) of Regulation 46 of the Listing Regulations.
13. The Company has adopted vigil mechanism which is a channel for receiving and redressing of complaints about any misconduct, actual or suspected fraud, actual or potential violations of the Company’s code of conduct and any other unethical, unlawful or improper practices, acts or activities within the Company. The Company has formulated a Whistle Blower Policy for Employees, Directors and also for vendors and has ensured that there are adequate safeguards against victimisation of whistle blowers. The details of establishment of the vigil mechanism are disclosed on the website of the Company.
14. None of the Employees and Directors have been denied access to the Chairman of the Audit Committee.
General Shareholder Information
The Company’s financial year begins on April 01 and ends on March 31 of immediately subsequent year. During financial year 2022-2023, the meetings of the Board of Directors, for approval of quarterly financial results, were held on the following dates within statutory time limits:
Division of Financial Calendar |
Declaration of Results |
|
April 01 to June 30 |
First Quarter Results |
July 27, 2022 |
July 01 to September 30 |
Second Quarter and Half yearly Results |
October 20, 2022 |
October 01 to December 31 |
Third Quarter Results |
February 09, 2023 |
January 01 to March 31 |
Fourth Quarter and Annual Results |
May 04, 2023 |
AGM Information
Board Meeting for consideration of Accounts |
Thursday, May 04, 2023 |
Cut-off-Date for ascertaining Shareholders entitled for |
Friday, July 07, 2023 |
Notice |
|
Cut-off-Date for determining the eligibility to vote by remote e-voting system |
Thursday, August 03, 2023 (Close of business hours) |
Book Closure dates |
Friday, August 04, 2023, to Thursday August 10, 2023 (both days inclusive) |
Remote E-voting starting date and time |
Monday, August 07, 2023, at 09.00 a.m. |
Remote E-voting closure date and time |
Wednesday, August 09, 2023, at 05.00 p.m. |
Date of AGM |
Thursday, August 10, 2023 |
Time |
01.00 p.m. (IST) |
Venue |
The Company is conducting Meeting through Video Conference / Other Audio-Visual Means pursuant to the MCA |
Circulars and as such there is no requirement to have a venue for the AGM. For details please refer to the Note below. |
|
Participation through video conference |
Services provided by Central Depository Services (India) Limited (CDSL) and login through e-voting portal of CDSL. |
Helpline number for video conference participation |
Toll free No. 022-2305 8738 and 022-2305 8542/43 |
Webcast and transcripts |
http://www.unitedbreweries.com/investors |
Dividend record date |
Thursday, August 03, 2023 |
Dividend payment date |
Saturday, September 09, 2023 |
Note:
The MCA, inter-alia, vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, General Circular Nos. 02/2021 dated January 13, 2021, General Circular Nos. 19/2021 dated December 8, 2021, General Circular Nos. 20/2021 December 14, 2021, General Circular Nos. 02/2022 May 5, 2022, and the latest being General Circular Nos. 10/2022 dated December 28, 2022 (collectively referred to as ‘MCA Circulars’) has permitted the holding of the AGM through Video Conferencing (‘VC’) or through Other Audio-Visual Means (‘OAVM’), without the physical presence of the Members at a common venue.
Further, SEBI, vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, and January 5, 2023 (‘SEBI Circulars’) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the Listing Regulations.
In compliance with the applicable provisions of the Act, Listing Regulations and MCA Circulars, the 24th AGM of the Company is being held through VC/OAVM on Thursday, August 10, 2023, at 01:00 p.m. (IST). The Notice and the Annual Report 2022-2023 are being sent only by electronic mode to those Members whose Email addresses are registered with the Company / Depository Participant(s). Members may also note that the Notice and the Annual Report 2022-2023 are also available on the Company’s website, www.unitedbreweries.com and website of the Central Depository Services (India) Limited (CDSL) viz., https://www.evotingindia.com and the websites of the Stock Exchanges i.e., BSE Limited, and National Stock Exchange of India Limited, at https://www.bseindia.com and https://www.nseindia.com respectively.
Listing with Stock Exchanges
The Equity Shares of UBL are listed with BSE Limited and National Stock Exchange of India Limited (NSE). UBL has paid the Annual Listing Fee to all these Stock Exchanges for the year 2023-2024. All price sensitive information and matters that are material to Shareholders are disclosed to the respective Stock Exchanges where the securities of the Company are listed. The Quarterly Results, Shareholding Pattern and all other corporate communications to the Stock Exchanges are filed through NSE Electronic Application Processing System (NEAPS), NSE Digital Exchange platform and BSE Listing Centre, for dissemination on their respective websites. The stock exchange filings are also made available on the website of the Company at www.unitedbreweries.com.
The Scrip Code of Equity Shares on these Stock Exchanges are as under:
STOCK EXCHANGES |
SCRIP CODE |
BSE LIMITED |
532478 |
Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 |
|
NSE LIMITED |
|
Address: Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East) |
UBL |
Mumbai - 400 051 |
SEBI and Stock Exchange’ Investor Grievance Redressal System
SCORES platform of SEBI, ‘Investor Complaints’ sections of BSE and NSE websites facilitate investors to file complaints online and get end-to-end status update of their grievances. The Company endeavours to redress the grievances of the investors as soon as it receives the same from the respective forums.
Market price data of the Company’s Equity Shares traded on the BSE Limited (BSE), during the period April 2022 to March 2023
Month |
High (Rs.) |
Low (Rs.) |
Close (Rs.) |
Sensex – Close |
April, 2022 |
1,615.00 |
1,450.85 |
1,585.75 |
57,060.87 |
May, 2022 |
1,603.20 |
1,407.70 |
1,540.75 |
55,566.41 |
June, 2022 |
1,559.85 |
1,410.70 |
1,458.10 |
53,018.94 |
July, 2022 |
1,709.80 |
1,440.00 |
1,622.65 |
57,570.25 |
August, 2022 |
1,720.45 |
1,570.95 |
1,641.20 |
59,537.07 |
September, 2022 |
1,731.70 |
1,609.40 |
1,708.40 |
57,426.92 |
October, 2022 |
1,754.00 |
1,591.25 |
1,653.55 |
60,746.59 |
November, 2022 |
1,727.50 |
1,626.25 |
1,688.75 |
63,099.65 |
December, 2022 |
1,805.00 |
1,600.05 |
1,698.15 |
60,840.74 |
January, 2023 |
1,695.45 |
1,529.50 |
1,591.20 |
59,549.90 |
February, 2023 |
1,639.75 |
1,421.25 |
1,445.60 |
58,962.12 |
March, 2023 |
1,478.40 |
1,398.50 |
1,424.90 |
58,991.52 |
(Market Price data source: www.bseindia.com)
Graphical representation of the Company’s Shares in comparison to broad-based indices i.e., BSE Sensex, is given below:
Market price data of the Company’s Equity Shares traded on the National Stock Exchange of India Limited, (NSE) during the period April 2022 to March 2023
Month |
High (Rs.) |
Low (Rs.) |
Close (Rs.) |
Nifty – Close |
April, 2022 |
1,615.00 |
1,450.05 |
1,585.90 |
17,102.55 |
May, 2022 |
1,593.75 |
1,406.65 |
1,542.40 |
16,584.55 |
June, 2022 |
1,561.00 |
1,410.00 |
1,452.80 |
15,780.25 |
July, 2022 |
1,707.20 |
1,440.00 |
1,622.45 |
17,158.25 |
August, 2022 |
1,721.30 |
1,572.00 |
1,641.65 |
17,759.30 |
September, 2022 |
1,733.60 |
1,610.40 |
1,706.90 |
17,094.35 |
October, 2022 |
1,754.30 |
1,591.65 |
1,652.85 |
18,012.20 |
November, 2022 |
1,728.00 |
1,623.50 |
1,686.10 |
18,758.35 |
December, 2022 |
1,806.45 |
1,661.40 |
1,699.80 |
18,105.30 |
January, 2023 |
1,709.20 |
1,530.35 |
1,592.15 |
17,662.15 |
February, 2023 |
1,604.80 |
1,420.30 |
1,446.90 |
17,303.95 |
March, 2023 |
1,477.00 |
1,398.00 |
1,424.45 |
17,359.75 |
(Market Price data source: www.nseindia.com)
Graphical representation of the Company’s Shares in comparison to broad-based indices i.e., NSE Nifty, is given below:
Share Transfer System
All matters pertaining to Share Transfer are being handled by Integrated Registry Management Services Private Limited, the Registrar and Share Transfer Agent of the Company. The Share Transfer requests received are processed by them and a Memorandum of Transfer is sent to the Company for approval. Time taken for processing Share Transfer requests including dispatch of Share Certificates is 10 days, while it takes a minimum of 10-12 days for processing dematerialization requests. The Company regularly monitors and supervises the functioning of the system so as to ensure that there are no delays or lapses in the system.
The distribution of shareholding as on March 31, 2023 is furnished below:
Category (Rs.) |
No. of Shareholders |
Percentage |
No. of Shares held |
Percentage |
Up to 5,000 |
63,082 |
99.37 |
64,31,659 |
2.43 |
5,001 – 10,000 |
113 |
0.18 |
8,15,910 |
0.31 |
10,001 – 20,000 |
75 |
0.12 |
10,88,077 |
0.41 |
20,001 – 30,000 |
27 |
0.04 |
6,93,997 |
0.26 |
30,001 – 40,000 |
15 |
0.02 |
5,22,052 |
0.20 |
40,001 – 50,000 |
11 |
0.02 |
4,88,286 |
0.18 |
50,001 – 1,00,000 |
37 |
0.06 |
26,67,505 |
1.01 |
1,00,001 and Above |
120 |
0.19 |
25,16,97,663 |
95.20 |
Total |
63,480 |
100.00 |
26,44,05,149 |
100.00 |
Shareholding Pattern as on March 31, 2023
Category |
No. of Shares held |
Percentage of Shareholding |
Promoters |
||
Indian |
2,91,79,240 |
11.03 |
Foreign |
16,30,81,891 |
61.68 |
Sub-Total |
19,22,61,131 |
72.71 |
Foreign Institutional Investors (FIIs) |
1,70,18,187 |
6.44 |
Individuals |
72,40,430 |
2.74 |
Others |
||
IEPF |
16,13,817 |
0.61 |
Mutual Funds |
3,48,74,474 |
13.19 |
Banks / Financial Institution |
3,82,040 |
0.14 |
Central / State Governments |
30,60,412 |
1.16 |
Insurance Companies |
20,62,778 |
0.78 |
Bodies Corporate |
42,25,421 |
1.60 |
Trust |
2,54,370 |
0.10 |
NRI |
4,35,150 |
0.16 |
Clearing Members |
1,91,863 |
0.07 |
Provident Funds/ Pension Funds |
7,85,076 |
0.30 |
Sub-Total |
4,78,85,401 |
18.11 |
Total |
26,44,05,149 |
100.00 |
Equity Shares of the Company held by Promoters, Directors and Key Managerial Personnel
Number of Equity Shares held |
||||
Sl. No. Names |
As on March 31, 2023 |
As on March 31, 2022 |
||
No. of Shares |
% of Total |
No. of Shares |
% of Total |
|
Promoters |
||||
1. Scottish & Newcastle India Limited |
8,99,94,960 |
34.04 |
8,99,94,960 |
34.04 |
2. Heineken International B.V. |
6,41,69,921 |
24.27 |
6,41,69,921 |
24.27 |
3. Heineken UK Limited |
84,89,270 |
3.21 |
84,89,270 |
3.21 |
4. Dr. Vijay Mallya (singly & jointly) |
2,13,53,620 |
8.08 |
2,13,53,620 |
8.08 |
5. McDowell Holdings Limited |
45,51,000 |
1.72 |
4551000 |
1.72 |
6. Kamsco Industries Limited |
32,74,000 |
1.24 |
32,74,000 |
1.24 |
7. Pharma Trading Company Private Limited |
620 |
0.00 |
620 |
0.00 |
8. UB Overseas Limited |
4,27,740 |
0.16 |
4,27,740 |
0.16 |
9. United Breweries (Holdings) Limited |
NIL |
NIL |
NIL |
NIL |
10. Mallya Private Limited |
NIL |
NIL |
NIL |
NIL |
11. The Gem Investment & Trading Company |
||||
NIL |
NIL |
NIL |
NIL |
|
Private Limited |
||||
12. Devi Investments Private Limited |
NIL |
NIL |
NIL |
NIL |
13. Vittal Investments Private Limited |
NIL |
NIL |
NIL |
NIL |
Total |
19,22,61,131 |
72.71 |
19,22,61,131 |
72.71 |
Directors & Key Managerial Personnel |
||||
1. Mr. Rishi Pardal |
NIL |
NIL |
NIL |
NIL |
2. Mr. Radovan Sikorsky |
NIL |
NIL |
NIL |
NIL |
3. Mr. Amit Khera |
NIL |
NIL |
NIL |
NIL |
Note: As per confirmation received from Registrar and Share Transfer Agent.
As per disclosures received by UBL, 4,27,04,758 Equity Shares held by a few Promoter Companies promoted by Dr. Vijay Mallya viz., United Breweries (Holdings) Limited, Devi Investments Private Limited, Vittal Investments Private Limited,
Kamsco Industries Private Limited, Mallya Private Limited, McDowell Holdings Limited, Pharma Trading Company Private Limited, and The Gem Investment and Trading Company Private Limited constituting 16.15% of the total paid up capital have been transferred to the demat account of Enforcement Directorate (ED), Mumbai. However, UBL has not received any communication from the ED so far in this regard. These Equity Shares were later on transferred by ED to Recovery Officer-I, DRT-II, Bengaluru. On June 23, 2021, the Recovery Officer-I, DRT-II, Bengaluru, had sold 3,96,44,346 (14.99%) Equity Shares out of 4,27,04,758 (16.15%) Equity Shares of the Company through the block deal window of the BSE Ltd. HEINEKEN International B.V. acquired these Shares from the Recovery Officer, DRT (under sale proclamation) through a block deal taking HEINEKEN Group Shareholding in the Company from 46.52% to 61.52%. HEINEKEN Group has therefore become a majority promoter Shareholder.
Dematerialisation of Shares
The Company has set up requisite facilities for dematerialisation of its Equity Shares in accordance with the provisions of the Depositories Act, 1996 with National Securities Depository Limited and Central Depository Services (India) Limited. The Company has entered into agreements with both the Depositories for the benefit of Shareholders. The International Securities Identification Number (ISIN) allotted to Equity Shares of the Company is INE686F01025.
The Company obtains an Annual Certificate from a Practising Company Secretary as per the requirement of Regulation 40(9) of Listing Regulations. The same is filed with the Stock Exchanges and is also available on the website of the Company.
With effect from January 24, 2022, SEBI has made it mandatory for listed companies to issue securities in demat mode only while processing any investor service requests viz. issuance of duplicate share certificates, exchange / subdivision/ split / consolidation of securities, transmission / transposition of securities and claim from Suspense Escrow Demat Account. Vide its Circular dated January 25, 2022, SEBI has clarified that listed entities / RTAs shall issue a Letter of Confirmation in lieu of the share certificate while processing any of the aforesaid investor service requests.
The status of Dematerialisation of the Company’s Shares as on March 31, 2023 is as under:
Mode |
No. of Shares |
% age |
No. of Shareholders |
Physical mode |
10,49,780 |
0.40 |
3,754 |
Electronic mode |
26,33,55,369 |
99.60 |
59,726 |
TOTAL |
26,44,05,149 |
100.00 |
63,480 |
Simplified Norms for processing Investor Service Requests
SEBI, vide its Circular dated November 03, 2021, as amended from time to time, had made it mandatory for holders of physical securities to furnish PAN, KYC and Nomination / Opt-out of Nomination details to avail any investor service. The timeline provided by SEBI to furnish / update the above details was March 31, 2023, which has now been extended till September 30, 2023. Folios wherein any one of the above-mentioned details are not registered by October 01, 2023, shall be frozen.
Members who are yet to update their KYC details are therefore urged to furnish PAN, KYC and Nomination / Opt-out of Nomination by submitting the prescribed forms duly filled, by email from their registered email id to blr@integratedindia.in or by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to Registrar and Share Transfer Agent of the Company.
In accordance with the SEBI circular dated March 16, 2023, the Company has sent out intimations to those Members, holding shares in physical form, whose folios are incomplete with PAN, KYC and / or Nomination details, requesting them to update the details so as to avoid freezing of the folios.
Address for Correspondence
For any assistance regarding Share Transfers, Transmissions, Change of address, Letter of confirmation in place of duplicate / lost Share Certificates / exchange of Share Certificate / Dematerialisation and other relevant matters, please write to the Registrar and Share Transfer Agent of the Company, at the address given below.
The Company’s dedicated e-mail address for Investors’ Complaints and other communications is: ublinvestor@ubmail.com
INTEGRATED REGISTRY MANAGEMENT |
INVESTOR SECRETARIAL |
SERVICES PRIVATE LIMITED |
DEPARTMENT |
Unit: UNITED BREWERIES LIMITED |
UNITED BREWERIES LIMITED |
30, RAMANA RESIDENCY, 4TH CROSS, SAMPIGE |
"UB TOWER", UB CITY, NO. 24, |
ROAD, MALLESWARAM, BENGALURU-560 003. |
VITTAL MALLYA ROAD, BENGALURU-560 001. |
Phone: (91-80) 2346 0815 to 2346 0818 |
Phone: (91-80) 4565 5000 |
Fax No.: (91-80) 2346 0819 |
Fax No. (91-80) 2221 1964, 2222 9488 |
CIN: U74900TN2015PTC101466; |
CIN: L36999KA1999PLC025195, |
Email: blr@integratedindia.in |
Email: ublinvestor@ubmail.com |
Contact Person: Mr. Vijayagopal |
Contact Person: Mr. Amit Khera |
2024, IIFL Securities Ltd. All Rights Reserved
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ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
We are ISO 27001:2013 Certified.
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.
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+91-9892691696
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MARKET
MUTUAL FUNDS
TRADING DOCUMENTATION
CALCULATOR
2024, IIFL Securities Ltd. All Rights Reserved
Follow us on
ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
We are ISO 27001:2013 Certified.
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.