Assoc.Alcohols Director Discussions


Dear Members,

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Accounts and Auditors Report of the Company for the financial year ended on 31st March, 2023.

1. FINANCIAL RESULTS

A summary of the companys financial result year 2022-23 is as under:

(Rs in Lakhs)

PARTICULARS

2022-2023 2021-2022
Revenue from Operations 70,276.88 51,422.45
EBITDA (Net of Other Income) 6,237.44 8,220.98
Less: Interest 141.93 93.18
Profit before Depreciation 6,095.51 8,127.80
Less: Depreciation 1,438.87 1,427.56
Profit / (Loss) before Tax 4,656.64 6,700.24
Provision of Tax 1,392.54 2,035.68
Net Profit/Loss 3,264.41 4,664.56

2. FINANCIAL PERFORMANCE

Your company has achieved record revenues of C703 crore, demonstrating an impressive growth rate of 37%. Notably, the company has reported high double-digit growth in volume and revenue across all its value-added product portfolios. The IMIL (Indian Made Indian Liquor) portfolio recorded revenue of C240 crores, with a phenomenal growth rate of 51%. The IMFL (Indian Made Foreign Liquor) proprietary brand portfolio reported revenue of Rs. 107 crores, experiencing an outstanding growth rate of 66%. Furthermore, the IMFL licensed brand portfolio achieved Rs .198 crores in revenue, showcasing an exceptional growth rate of 83%. These remarkable numbers are a testament to the effectiveness of the business model and the companys commitment to enhancing revenues through progressive capacity expansion and utilization.

Your company reported a 7% decline in EBITDA and a 6% decline in its profit after tax in FY 23. This decline is mainly on account of an unprecedented increase in the price of Grain, Coal, and Glass bottles. The cost per tonne of grain has experienced an average increase from Rs 16,700 in FY 22 to C19,300 in FY 23. Coal prices have also risen from Rs. 7,400 to Rs .10,600, and glass bottle costs have climbed from Rs 4.50 to Rs 6.00. These fluctuations have combined impacted our EBITDA, reducing it by approximately 9%. However, the implementation of operational improvements and cost optimization measures has helped partially mitigate the effects of these price increases. Without these timely and effective measures, the erosion of our EBITDA would have been more significant.

3. AMALGAMATION WITH AND INTO MOUNT EVEREST BREWERIES LIMITED

With the object to create a unique alco-beverage supermarket the Board of Directors in its meeting held on 09th August, 2022 has considered and approved the scheme of Amalgamation with and into Mount Everest Breweries Limited, with the proposed merger the company will transform from B2B company to B2C company With inclusion of MEBL, a well-established company in the beer industry, the merged entity is expected to be able to better compete with the global players.

The merger of AABL with and into MEBL will enable consolidation of the business and operations of AABL into MEBL, which complement the business of AABL and which will provide substantial impetus to growth, reduce operational costs, increase operational efficiencies, manage working capital and enable optimal utilization of various resources as a result of pooling of financial, managerial and technical resources of both the companies, thereby significantly contributing to business efficiency, future growth and maximizing shareholder value.

The BSE (through SEBI) in it mail dated 01.03.2023 has sought certain clarification and to reconsider the valuation exercise, the company has submitted the fresh valuation report as approved by the Board in its meeting held on 15.04.2023, the current status of the merger is the same is pending with BSE/NSE as on the date of this report.

4. SHARE CAPITAL

The paid-up equity share capital of the company as at 31st March, 2023 stood at C 1807.92 lakhs divided into 18079200 equity shares of C 10/- each.

5. DIVIDEND & RESERVES

Your directors have pleasure in recommending dividend for approval of the members at the ensuing 34th Annual General Meeting a dividend of 10% i.e. C1.00/- each (previous year 10% i.e. C 1.00/- each) on 18079200 Equity Shares of face value of C 10/- each the aggregate amount being C 180.79 lakhs, payable to shareholders whose name appear in the Register of Members as on the Book Closure Date/Record Date.

During the year under review Rs 100 lakhs was transferred to General Reserve from retained earnings.

6. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2023 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March, 2023. The Notes No. 2, 3 & 4 to the Financial Statements adequately cover the accounting policy and form an integral part of this report.

7. ETHANOL PROJECT

We are thrilled to announce that our long-anticipated ethanol project is on the verge of completion, marking a major milestone for our company. After meticulous planning, dedication, and investment, we are proud to share that commercial production is expected to commence by August 2023. This venture represents a significant step towards diversifying our product portfolio and tapping into the expanding market for ethanol.

The completion of our ethanol project brings forth a multitude of opportunities. Ethanol, as a clean and renewable fuel source, is experiencing rising demand due to its environmental benefits and government mandates. By entering the ethanol market, we are not only contributing to sustainable energy solutions but also capitalizing on a lucrative sector poised for substantial growth. With our state-of-the-art production facilities and commitment to quality, we are confident in our ability to deliver a superior product that meets the stringent industry standards.

The commercial production of ethanol is a testament to our vision and commitment to innovation. This project positions us at the forefront of the industry, enabling us to seize market opportunities and enhance our competitiveness. We look forward to the imminent launch of commercial production, as it marks a significant milestone in our companys journey and sets the stage for a successful foray into the ethanol market.

8. CCI INVESTIGATION

The officer of the Director General, Competition Commission of India has conducted a state wide investigation on the leading distilers of the state of Madhya Pradesh. As part of this investigation, a visit was made to the corporate office premises of the company on October 27, 2021.

During the investigation, the company officials extended their full cooperation and furnished all the necessary explanations and information requested by the CCI. The company has provided all the information as require by CCI from time to time.

However, it is mentioned that the company has not heard from the CCI following the submission of the requested information. The company remains prepared to provide any additional information or explanations as and when required by the CCI.

9. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) that in the preparation of the annual accounts, for the year ended the 31st March, 2023, the applicable accounting standards read with the requirements set out under schedule III of the Act, have been followed and there is no material departure form the same the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2023 and of its profit for the year ended on that date.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

10. COMPOSITION OF BOARD

Directors & KMP

The Board provides leadership, strategic guidance, objective and independent view to the Companys management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Mr. Tushar Bhandari (DIN: 03583114) and Mr. Sanjay Kumar Tibrewal (DIN 00737877) are the Whole Time Directors of the company, the company has appointed adequate Key Managerial Personnels as per requirements of Section 203 of the Companies Act, 2013.

Declaration of Independence

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

Director liable to retire by rotation seeking reappointment

In accordance with the provisions of section 152 of the Companies Act, 2013 and Companys Articles of Association, Mr. Tushar Bhandari, (DIN: 03583114) Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board has recommended his appointment for the consideration of the members at the forthcoming AGM. Brief profile of Mr. Tushar Bhandari, has been given in the Notice convening this AGM.

Change in Designation of Director

The Designation of Mr. Debashis Das (DIN: 08755043) has been changed as Non-executive Independent Director from Non-executive Non-Independent by the Board of Directors w.e.f. 08th May, 2023 subject to the confirmation of members/ shareholder at the ensuing Annual General Meeting.

11. KEY MANAGERIAL PERSONNEL

During the period under review following are the Key Managerial Personnel of the company as on 31st March, 2023:

1. Mr. Tushar Bhandari - Whole Time Director

2. Mr. Sanjay Kumar Tibrewal - Whole Time Director

3. Mr. Ankit Agrawal – Chief Financial Officer

4. Mr. Sumit Jaitely – Company Secretary

Note:

Mr. Prasann Kumar Kedia has been appointed as an Additional Director w.e.f. 08th May, 2023 to be termed as Managing Director of the company after confirmation of members/shareholder at the ensuing Annual General Meeting.

Mr. Anshuman Kedia has been appointed as an Additional Director w.e.f. 08th May, 2023 to be termed as Whole Time Director of the company after confirmation of members/ shareholder at the ensuing Annual General Meeting. Mr. Sanjay Kumar Tibrewal has been appointed as Chief Financial Officer designated as Whole Time Director & CFO w.e.f. 25.05.2022 who has resigned from the post of Chief Financial Officer w.e.f. 12th November, 2022 and he resigned from the post of Whole Time Director w.e.f. 08th May, 2023 as well.

Mr. Ankit Agrawal has been appointed as Chief Financial Officer w.e.f. 12th November, 2022.

12. MEETING

During the year Seven (10) Board, Six (6) Audit Committee, Three (3) Stakeholders Relationship committee, Two (2) Nomination & Remuneration Committee, Three (3) CSR Committee Meetings and Three (3) Risk Management Committee Meetings were convened and held.

13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors. The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. The Committee has made expenditure which form part of this report.

Annual Report on CSR activities is annexed herewith as:

"Annexure B".

15. CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Certificate thereon are included as part of the Annual Report.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business and that the provision of section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel All related party transactions are places before the Audit Committee as also the Board of Directors for approval. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature.

17. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

18. AUDITORS

M/s Singhi & Co., Chartered Accountants, Kolkata FRN (302049E) were re-appointed as Statutory Auditors of your company at the 33rd Annual General Meeting held on 05th August, 2022, for the second term of 5 (five) consecutive years to hold office till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027. The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Report given by the Auditors on the financial statement of the company forms part of this Report and are self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

19. SECRETARIAL / COST AUDIT

The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for the financial year 2022-23. The Secretarial Audit report for the Financial Year ended 31st March, 2023 is annexed herewith as "Annexure C" and forms part of this report. The report is self-explanatory and do not call for any comments.

Further, the Board has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata as Secretarial Auditor for the financial year 2023-24.

Cost Audit

The Company is not covered by the requirement of maintenance of cost records, as specified under subsection (1) of section 148 of the Companies Act, 2013.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Companys website on https://associatedalcohols. com/investor-contact/.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as "Annexure D" and forms part of this report.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes No 61 to the financial statements.

23. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

24. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• No instances of fraud reported by auditor under 143(12) of the Companies Act, 2013.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure – A" and forms part of this report.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the company.

27. INTERNAL COMPLAINTS COMMITTEE

As per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has constituted Internal Complaints Committee (ICC) as per the requirements.

28. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company had advertised a notice in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2014-15.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the company or the Company/ RTA for issue of Entitlement Letter along with all the required documents, before making an application to the IEPF Authority in Form IEPF – 5 (available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPF Authority from time to time.

The Company will be transferring such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2015-16 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.

29. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

No material changes and commitments which could affect your companys financial position have occurred between the end of the financial year of your company and date of this report.

30. WEB-LINK FOR DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report and is also uploaded on the website of the Company at is available on the Companys website on https://associatedalcohols.com/ policies/.

31. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Particulars

FY 2022-23 FY 2021-22
Debtor Turn Over Cycle 9 Days 16 Days
Inventory Turnover Cycle 43 Days 46 Days
Interest Coverage Ratio 50 103
Current Ratio 2.48 2.44
Debt Equity Ratio 0.21 0.01
Operating Profit Margin 10% 19%
Net Profit Margin 6% 12%
Return on Equity 15% 19%

32. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

Tushar Bhandari

Nitin Tibrewal
Whole Time Director Independent Director
DIN: 03583114 DIN: 01892892
Place: Indore
Date: 08th May, 2023