<dhhead>Board’s Report</dhhead>
To the Members
Your Board of Directors are pleased to present the Twenty-ninth Annual Report and Audited Accounts for the year ended 31st March, 2022.
FINANCIAL PERFORMANCE
(?. In Lakhs)
Particulars | Current Year (2021-22) |
Previous Year (2020-21) |
Total Revenue | 235046.16 |
167869.01 |
Total Expenses | 206922.13 |
147640.56 |
Profit before Exceptional items & Tax | 28124.03 |
20228.45 |
Less: Provision for taxation including Deferred tax | 9398.60 |
5829.03 |
Profit/ (Loss) after tax | 18725.43 |
14399.42 |
Basic EPS | 65.01 |
50 |
Diluted EPS | 65.01 |
50 |
PERFORMANCE OVERVIEW
During the year under review the company reported a growth of 40% in revenue as compare to previous year and PBT has been increased by 78.96crores from the previous year and also PAT has been increased by 43.26crores from the previous year. The Basic and Diluted EPS of the Company is 65.01/- as compared to 50.00/- in the previous year.
THE YEAR IN PERSPECTIVE
The Fiscal 2022 was characterised as a year that saw a resurgence of demand, albeit tempered due to two waves of Covid that saw some disruption. Despite this, your company has been able to deliver a robust performance. In Fiscal 2022,
your Company reported a growth of 28% in net revenues to reach 1,579 crore and 28% growth in EBITDA to reach 335 Crores. Despite higher input costs and impact of plant shutdown, EBITDA margin remained stable at 21.2%, led by higher share of Value Plus segment and better realizations. Net profit grew 30% from 144 crores in FY20-21 to 187 Crores in the year under review.
The share of consumer business was 41% in Fiscal 2022. The Company continued to perform well in its key markets like Rajasthan with higher growth in the Value Plus (Medium Liquor) segment; the Haryana market improved in the past fiscal on the back of Government’s support to eradicate the illicit liquor market, and the West Bengal market continues to offer significant headroom for growth. Our market share improved in Rajasthan to almost 32% and in Haryana 10% during the year under review.
Your Company has been working on building a strong portfolio of premium segment brands and currently has 5 brands spread across 8 states. There are several launches of new products in select markets and existing products in new markets that is being planned in the forthcoming year.
DIVIDEND
Your Directors are pleased to recommend dividend of 3/- ,
i.e. 30% per equity share of the company for the year 2021-22.
PUBLIC DEPOSITS
The Company has not accepted or invited deposits covered under the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 from any person during the year under Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. Bhaskar Roy, Executive Director of the company, retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.
Mr. Manik Lal Dutta, have resigned from the Board of Directors of the company w.e.f. 31st July 2022. The Directors place on record his appreciation of the valuable contribution made by him.
SUBSIDIARY COMPANIES
Your Company’s subsidiary, M/s Unibev Limited has been merged with its parent and holding company vide order dated 09.09.2021 passed by Hon’ble NCLT, Principal Bench, New Delhi.
CORPORATE GOVERNANCE
As per requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Compliance Report on Corporate Governance has been annexed as part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided the Corporate Governance Report which forms part of this report. The policy on Corporate Social Responsibility as approved by the Board of Directors is available on the website of the Company www. globusspirits.com.
NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Policy as approved by the Board on recommendation of the Nomination & Remuneration Committee is available on website of the Company www. globusspirits.com.
AUDITORS
The Company, in terms of Section 139 (1) and (2) of the Act 2013, have appointed M/s Deloitte Haskins & Sells, Firm Regn No. 015125N, Chartered Accountants, having their office at 7th Floor, Building 10, DLF Cyber City Complex, DLF City Phase-II, Gurgaon-122002, Haryana as statutory auditors for 04th term of their remaining four years vide AGM dated 24th September 2021.
AUDITORS’ REPORT
The notes on accounts appearing in the schedule and referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanations. There are no adverse remarks/qualifications in the auditor’s report.
COST AUDIT
The board subject to the approval of the Central Government, if required, has appointed M/s JSN & Co., Cost Accountants, having Firm’s registration no. 455, its office at 462/1, 1st Floor, Old MB Road, Lado Sarai, New Delhi-110030, as Cost Auditor for conducting the Cost Audit for the financial year 2022-23. The audit committee recommended his appointment and remuneration. The Company has also received necessary certificate under Section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the board, based on the recommendation of the audit committee is required to be ratified by the members at the AGM as per the requirement of Section 148(3) of the Act 2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report has been annexed herewith & forms part of the Annual Report.
PARTICULARS OF EMPLOYEES
Statement pursuant to u/s 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of top ten employees are as follows :-
Particulars of Top Ten Employees:
Name | Designation | Nature of Employment | Age |
Date of Joining | Qualifications & Experience | Previous Employment | %age of Equity shares held |
Gross Remuneration |
Ajay Kumar Swarup | Managing Director | Permanent | 63 |
16-Jan-1993 | PGDBM (38 years of experience) | M/s SVP Industries Ltd. | 6.68% |
26250012 |
Shekhar Swarup | Joint Managing Director | Permanent | 36 |
27-Oct-2008 | Degree in Business & Management (15 years of experience) | N.A. | 2.66% |
22500000 |
Paramjit Singh Gill | CEO- Consumer Division | Permanent | 61 |
01-Nov-2020 | M.Phil - Decision making, knowledge management & values (32 years of experience) | M/s Allied Blenders & Distillers Ltd. | 0.00% |
20000000 |
Bhaskar Roy | Executive Director & COO | Permanent | 60 |
04-Oct-2005 | Mcom, FCA, PHD (33 years of experience) | M/s Saraya Industries Limited | 0.00% |
8817996 |
R.K. Malik | President (Operation- North) | Permanent | 65 |
15/Aug/2000 | MBA (44 years of experience) | M/s Golden Bottling | 0.00% |
6000000 |
Manik Lal Dutta | Executive Director | Permanent | 76 |
01-Aug-2006 | M.Tech, PGDBM (48 years of experience) | M/s United Spirits Limited | 0.00% |
5873472 |
Jasbeer Singh | Vice President - Exports | Permanent | 64 |
01-Oct-2014 | BSc., MBA(over 21 years of experience) | N.A. | 0.00% |
5168900 |
Amitabh Singh | Vice President | Permanent | 55 |
16-Apr-2013 | B.Sc. Engineering (31 years of experience) | M/s Radico Khaitan Limited | 0.00% |
5600000 |
Pankaj Tyagi | Vice President | Permanent | 48 |
14-May-2015 | B.Sc. Engineering (24 years of experience) | M/s Brahamaputra Biochem Pvt. Ltd. | 0.00% |
5168900 |
Notes:
1. The percentage of equity share holding mentioned as above is as on 31st March 2022.
2. None of the Directors or employees are inter related to each other except Sh. Ajay K. Swarup, Managing Director of the company is the father of Sh. Shekhar Swarup, Joint Managing Director of the company.
EMPLOYEE STOCK OPTION SCHEME
The Employee Stock Option Scheme was approved by the shareholders in the Annual General Meeting held on September 24, 2021. Total 2,87,992 Options were approved under the Employee Stock Option Scheme. However no option was granted during the Financial Year. AS per the scheme option granted can be vested after minimum period of one year. However during the period neither Option granted nor vested. The Employee Stock Option Scheme containing all the relevant terms & conditions can be access at https://www.globusspirits.com/investors_corporate_ governance.php. This is to further inform to the shareholders that i) The Shares arising out of Exercise of Vested Options shall not be subject to any lock-in period from the date of allotment of such Shares under ESOP 2021 and ii) The shares issued under ESOP are not subject to buyback scheme.
ANNUAL RETURN
Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on Company’s website www.globusspirits.com and can be accessed through link https://www.globusspirits.com/ investors_corporate_governance.php.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT ETC.
Particulars as required under Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure I and form part of this report.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Discussion and Analysis Report has been annexed & forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed
1. That in preparation of the Annual Accounts for the financial year 2021-22, the applicable Accounting Standards have been followed along with explanation relating to material departures, if any.
2. That the Directors 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 as at 31st March, 2022 and of the results of the Company for that period.
3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. That the directors had prepared the Annual Accounts for the financial year 2021-22 on a going concern basis.
5. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly ; and
6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
4 meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.
AUDIT COMMITTEE
Composition and other details pertaining to Audit Committee has been disclosed in the Corporate Governance Report.
INDEPENDENT DIRECTORS’ DECLARATION
Mr. Santosh Kumar Bishwal, Mr. Vivek Gupta, Mr. Kunal Agarwal, Mr. Sunil Chadha and Ms. Ruchika Bansal, who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.
POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION
Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in Corporate Governance Report which forms part of this Report.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by the Managing Director and forms part of the Annual Report.
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’.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Sh. Shekhar Swarup (Joint Managing Director) is the son of Sh. Ajay Kumar Swarup (Managing Director) of the Company.
ANNUAL PERFORMANCE EVALUATION
The company has a mechanism for annual performance evaluation of every Individual Directors and the Board as a whole as well as its various committees.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There have been no loans, guarantees and investments under Section 186 of the Act during the financial year 2021-22.
SECRETARIAL STANDARDS
All the provisions of Secretarial standards has been complied by the Company during Financial Year 2021-22.
TRANSACTIONS WITH RELATED PARTIES
The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arm’s length basis. The details are mentioned in the notes to accounts of the financial statements. Policy on materiality of Related Party Transactions can be accessed on the company’s website www. globusspirits.com.
INTERNAL CONTROL
The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.
RISK MANAGEMENT
The Company has a Risk Management Committee & also it has in place a Risk Management Policy to deal with various risks arising in the course of business. The key responsibilities of
Risk Management Committee are namely, Identification of risks, Implementing and monitoring the risk management plan for the Company and reframe the risk management plan and policy as it may deem fit, lay down procedures to inform Board members about the risk assessment and minimization procedures, Monitoring and reviewing of the risk management plan from time to time and activities as may be required to be done under the Companies Act 2013 or SEBI listing Regulations.
VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.
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 at www. globusspirits.com.
PARTICULARS OF REMUNERATION
The information required under section 197 of the Companies Act, 2013 and the rules made there under, in respect of employees of the Company, is follows :-
(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company
Executive Directors | Ratio to the Median Remuneration* |
Mr. Ajay Kumar Swarup | 105.32 |
Mr. Shekhar Swarup | 90.28 |
Mr. Manik Lal Dutta | 35.38 |
Dr. Bhaskar Roy | 23.57 |
Non-Executive Directors (Sitting Fees only) | |
Sh. Santosh Kumar Bishwal | 1.32 |
Sh. Vivek Gupta | 1.32 |
Sh. Kunal Agarwal | 0.54 |
Sh. Sunil Chadha | 0.72 |
Ms. Ruchika Bansal | 0.30 |
* for the purpose of comparison 12 months salary has been considered for all the employees even though any employee has worked for less than 12 months
(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year
Name of the Person | % increase in Remuneration |
Mr. Ajay Kumar Swarup (Managing Director) | 20% |
Mr. Shekhar Swarup (Joint Managing Director) | 20% |
Mr. Manik Lal Dutta (Executive Director) | 8% |
Dr. Bhaskar Roy (Executive Director) | 8% |
Sh. Santosh Kumar Pattanayak (Company Secretary) | 12% |
(c) The percentage increase in the median remuneration of employees in the financial year
8% (Since there is lot of variation in the no. of employees during the current year as compare to previous year, comparison of the exact median remuneration may not be accurate.)
(d) The number of permanent employees on the rolls of Company as on 31/03/2022: 746
(e) The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration
The average increase in salaries of employees other than managerial personnel in 2021-22 was 9% approximately. Percentage increase in the managerial remuneration for the year was also approximately 13.6%.
(f) The affirmation that the remuneration is as per the remuneration policy of the Company
The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.
PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the wholehearted support and valuable co-operation extended to the Company by the Central & the State Governments, Bankers, Suppliers, Associates, Contractors, employees and shareholders.
For and on behalf of the Board of Directors | ||
(Dr. Bhaskar Roy) | (Ajay K. Swarup) | |
Executive Director & COO | Managing Director | |
Place : New Delhi | (Santosh Kumar Pattanayak) | (Shekhar Swarup) |
Date : August 09, 2022 | Company Secretary | Joint Managing Director |