globus spirits ltd Directors report


To the Members

Your Board of Directors are pleased to present the 30th Annual Report and Audited Accounts for the year ended 31st March, 2023.

FINANCIAL PERFORMANCE

(Rs. In Lakhs)

Particulars Current Year (2022-23) Current Year (2021-22)
Total Revenue 283029.79 235046.16
Total Expenses 265023.10 206922.13
Profit before Exceptional items & Tax 18006.69 28124.03
Less: Provision for taxation including Deferred tax 5786.89 9398.60
Profit/ (Loss) after tax 12219.80 18725.43
Basic EPS 42.43 65.01
Diluted EPS 42.39 65.01

PERFORMANCE OVERVIEW

During the year under review the company reported a growth of 20% in revenue as compare to previous year and PBT has been decreased by Rs.101crores from the previous year and also PAT has been decreased by Rs.65crores from the previous year. The Basic EPS of the Company is Rs.42.43/- as compared to Rs.65.01/- in the previous year and the Diluted EPS of the Company is Rs.42.39/- as compared to Rs.65.01/- in the previous year.

THE YEAR IN PERSPECTIVE

The Fiscal 2023 was a year full of uncertainties like policy tightening aimed at containing very high inflation, worsening financial conditions, and continued disruptions from the Russian Federations invasion of Ukraine. Despite this, your company has been able to deliver robust top-line growth. In Fiscal 2023, your

Company reported a growth of 34% in net revenues to reach Rs.2,109 crore due to strong performance in the manufacturing and consumer segment, and EBITDA stood at Rs.253 Crores. EBITDA margins were at 12% due to the higher input costs, and investments in the IMFL segment. Net profit stood at Rs.122 Crores in the year under review.

The share of consumer business was 35% in Fiscal 2023. The Company continued to perform well in its key markets like Rajasthan with higher growth in the Value Plus (Medium Liquor) segment despite the change in policy set by the excise department; in the Haryana market we took a step back and cut down on our trade spending, and the West Bengal market continues to offer significant headroom for growth. Our market share remained stable in Rajasthan at ~33% and in Haryana, we are gaining back our lost market share. In the financial year, the sales from the IMFL segment picked up and contributed 5% of the top line of consumer revenue. Your company believes the premium segment will contribute to its next phase of growth and currently contributes 2% of the top line.

Your Company has been working on building a strong portfolio of premium segment brands and currently has 09 brands spread across 07 states. There are several launches of new products in select markets and existing products in new markets that are being planned in the forthcoming year.

The share of the manufacturing business was 65% in Fiscal 2023. It witnessed a growth of 51% as the greenfield capex at Jharkhand was commissioned in Q2FY23 and incremental capacity expansion at the West Bengal facility operated at optimum utilisation throughout the year. Your companys strong presence in the manufacturing segment is the backbone of the business.

The strong roots of the manufacturing segment give us the confidence to explore opportunities in the consumer business which will aid the companys growth.

DIVIDEND

Your Directors are pleased to recommend dividend of Re.6/- , i.e. 60% per equity share of the company for the year 2022-23.

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

Sh. Shekhar Swarup, Joint Managing Director of the company, retire by rotation and being eligible offer himself for reappointment. The Board recommends his re-appointment.

SUBSIDIARY COMPANIES

As on date the company do not have any subsidiary company

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 Statutory Auditors of the company, 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, whose tenure of 2nd consecutive term of 4 year will be completed at the ensuing AGM of the company and accordingly, pursuant to the recommendations of the Audit Committee and Board, it is being proposed to appoint M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, having ICAI Firm Registration No. 001076N/N500013, as Statutory Auditors of the Company to hold office from the conclusion of the upcoming Annual General Meeting (AGM) till the conclusion of 35th AGM of the Company at the remuneration to be fixed by the Board of Directors / senior management of the Company, in addition to applicable taxes and actual out of pocket expenses incurred in connection with the audit of the accounts of the Company.

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 auditors report.

COST AUDIT

The board subject to the approval of the Central Government, if required, has appointed M/s JSN & Co., Cost Accountants, having Firms 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 2023-24. 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

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 64 16-Jan-1993 PGDBM (39 years of experience) M/s SVP Industries Ltd. 6.68% 31500000
Shekhar Swarup Joint Managing Director Permanent 37 27-Oct-2008 Degree in Business & Management (16 years of experience) N.A. 2.66% 27000000
Paramjit Singh Gill CEO- Consumer Division Permanent 62 01-Nov-2020 M.Phil – Decision making, knowledge management & values (33 years of experience) M/s Allied Blenders & Distillers Ltd. 0.00 22400004
Bhaskar Roy Executive Director & COO Permanent 61 04-Oct-2005 Mcom, FCA, PHD (34 years of experience) M/s Saraya Industries Limited 0.00% 9500000
R.K. Malik President (Operation- North) Permanent 66 15/Aug/2000 MBA (45 years of experience) M/s Golden Bottling 0.00% 9000000
Nilanjan Sarkar CFO Permanent 52 01-Sep-2021 ICWA (27 years of experience) M/s Allied Blenders & Distillers Private Limited 0.00% 9000000
Rajesh Fanda Business Head – Emerging Market Permanent 52 24-Nov-2022 PG- Deploma in Retail Management (29 years of experience) M/s Alcobrew Distilleries India Limited 0.00% 8000004
Akhil Arora Sr. V.P- Commercial Permanent 42 30-May-2022 PG in IRMA (over 20 years of experience) M/s Suguna Foods 0.00% 7000008
Amitabh Singh Vice President Permanent 56 16-Apr-2013 B.Sc. Engineering (32 years of experience) M/s Radico Khaitan Limited 0.00% 7000000
Pankaj Tyagi Vice President Permanent 49 14-May-2015 B.Sc. Engineering (25 years of experience) M/s Brahamaputra Biochem Pvt. Ltd. 0.00% 6200000

Notes:

1. The percentage of equity share holding mentioned as above is as on 31st March 2023.

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. Disclosure under SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 regarding details of the "ESOP 2021" is given in Annexure-III. The Employee Stock Option Scheme containing all the relevant terms & conditions can be access at https://www.globusspirits. com/investors_corporate_governance.php.

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 Companys 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.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Managements 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 2022-23, 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, 2023 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 2022-23 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.

VARIOUS COMMITTEES OF THE BOARD

Composition and other details pertaining to various Committees of the Board of Directors have 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

Companys 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 Insidersand 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 2022-23.

SECRETARIAL STANDARDS

All the provisions of Secretarial standards has been complied by the Company during Financial Year 2022-23.

TRANSACTIONS WITH RELATED PARTIES

The Company has entered into contract / arrangements with the related parties in the ordinary course of business and on arms 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 companys 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.

ANTI-SEXUAL HARASSMENT POLICY

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received on sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint on sexual harassment was received during the period under review.

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 Companys 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 126.39
Mr. Shekhar Swarup 108.33
Dr. Bhaskar Roy 38.12

 

Non-Executive Directors (Sitting Fees only)
Sh. Santosh Kumar Bishwal 1.39
Sh. Vivek Gupta 1.30
Sh. Kunal Agarwal 1.74
Sh. Sunil Chadha 1.60
Ms. Ruchika Bansal 4.17
Mr. Ajay Baliga 10.44

* 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%
Dr. Bhaskar Roy (Executive Director) 8%
Sh. Santosh Kumar Pattanayak (Company Secretary) 15%
Sh. Nilanjan Sarkar (CFO) NA

(c) The percentage increase in the median remuneration of employees in the financial year : 25.66% (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 31/03/2023 : 892

(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 2022-23 was 9% approximately. Percentage increase in the managerial remuneration for the year was also approximately 16%.

(f) The affirmation that the remuneration is as per the remuneration policy of the Company : The Companys 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
(Santosh Kumar Pattanayak) (Shekhar Swarup)
Company Secretary Joint Managing Director

Place : New Delhi

Date : May 25, 2023

Annexure -I

to the Directors Report 2022-23

Particulars required under Rule 8 (3) of the Companies (Accounts) Rules, 2014.

(A) Conservation of Energy

Conservation of energy is a high priority area for the Company and the Company has proper system for reduction of consumption of energy.

a) Energy Conservation Measures Taken:

1) Setting up evaporators for all plants to concentrate effluent which will give value addition of final product as cattle feed, zero discharge for environmental protection and water availability as hot condensate for process reuse, saving on use of fresh cold water and heat/energy saving.

2) Recycle of hot high temperature spent lyes and hot condensate streams for process/boiler and saving fresh cold DM water and energy in terms of heat saving with hot spent lyes.

3) Lowering the steam pressure in jet cookers to enable generation of power from steam used and reduce steam consumption to 50% of the present usage.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of Energy:

1) Increasing alcohol percentage in fermentation thereby lowering effluent quantity generation and production at lower steam consumption per liter of product.

2) Reconfiguration of high temperature streams to reduce steam consumption in process such as liquefaction & evaporation.

c) Impact of measures at (a) & (b) above for reduction or energy consumption & consequent impact on the cost of production of goods:

-As mentioned in point (a)

(B) Technology Absorption

FORM - B

(Form for Disclosure of Particulars with respect to Absorption.)

(i) The Companys plants are based on indigenous technology which has been fully absorbed.

(ii) The Company does not have separate Research & Development Section. However, steps are being taken continuously for: a Improvement in product quality b Improvement in productivity c Improvement in cost effectiveness

(iii) Expenditure of R & D ................Nil

(C) Foreign Exchange earnings & Outgo 2022-2023 2021-2022
Foreign Exchange earnings (Export Sale) INR52.02crores INR26.26crores
Foreign Exchange used (Import of Machine) NIL NIL

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 : May 25, 2023 Company Secretary Joint Managing Director

Annexure -III

to the Directors Report 2022-23

ESOP Disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Details related to ESOP

(i) Brief terms and conditions of ESOP, including -

(a) Date of shareholders approval : 24th Sep 2021

(b) Total number of options approved under ESOP: 2,87,992 shares

(c) Vesting requirements : It is mandatory

(d) Exercise price or pricing formula : Rs.10/- per share

(e) Maximum term of options granted : Minimum One year

(f) Source of shares (primary, secondary or combination) : Additional shares.

(g) Variation in terms of options : Yes, as may be determined by the Nomination and Remuneration Committee

(ii) Method used to account for ESOP - Fair Value.

(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.: --Not Applicable---

(iv) Option movement during the year (For each ESOP):

Particulars Details
Number of options outstanding at the beginning of the period 2,87,992
Number of options granted during the year 20,284
Number of options forfeited / lapsed during the year -
Number of options vested during the year -
Number of options exercised during the year -
Number of shares arising as a result of exercise of options -
Money realized by exercise of options (INR), if scheme is implemented directly by the company -
Loan repaid by the Trust during the year from exercise price received -
Number of options outstanding at the end of the year 2,67,708
Number of options exercisable at the end of the year -

(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. – Not Applicable--

(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to - (a) senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Name of Employee No. of shares for which options has been granted
Paramjit Singh Gill 14450
Bhaskar Roy 1000
Rajesh Kumar Malik 1000
Amitabh Singh 1000
Pankaj Tyagi 1000
Nilanjan Sarkar 500

(b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and

Name of Employee No. of shares for which options has been granted
Paramjit Singh Gill 14450

(c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. ----- Nil----

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options: ESOP valuation was done by estimating the companys equity instruments fair value using Income, Asset or Market Approach (like Business Valuation) and thereafter applying Option Pricing valuation method including Black Scholes or Binomial method to value the option. The fair value of the equity of the company was considered basis the equity valuation conducted and the valuation report as made available to us for period in which the options are granted. Accordingly, the same has been considered for the purpose of valuation of ESOPs. Using the fair value of the equity of the company which is the price of the equity shares of the company, Black Scholes model is applied to arrive at the valuation of the ESOPs issued/ to be issued by the company.