United Breweries Ltd Directors Report.
Your Companys Directors have pleasure in presenting this Annual Report on the business and operations of the Company and the audited accounts of United Breweries Limited (UBL or your Company or the Company) for the financial year ended March 31, 2019 (the year under review, the year or FY19).
Financial performance for the year ended March 31, 2019 is summarized below:
(Amounts in Rupees million)
Year ended March 31
|Depreciation and amortization||2,598||
|Profit before Taxation||8,785||
|Provision for Taxation||(3,157)||
|Profit after Tax available for appropriation||5,628||
|Dividend on Equity Shares (including taxes thereon)||637||
|Transfer to the General Reserve||563||
|Indian Accounting Standards (Ind AS) 115 Adjustment||55||
|Other Comprehensive Income||19||
|Balance your Directors propose to carry to the Balance Sheet||4,354||
The financial statements for the year ended March 31, 2019 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 for implementation with effect from April 01, 2016. The Gross turnover of UBL grew by 14% on account of increased Sales ahead of industry growth. Interest cost decreased by 35% due to better working capital management. EBITDA for the year under review stood at Rs. 11,695 million as compared to Rs. 9,141 million in the previous year, reflecting an increase of 28%. Depreciation for the year was Rs. 2,598 million as compared to Rs. 2,596 million in the previous year.
Profit before Taxation for the year stood at Rs. 8,785 million as compared to Rs.6,068 million in the previous year, reflecting an increase of 45%. Profit after Taxation stood at Rs. 5,628 million as against Rs. 3,940 million in the previous year.
We take pleasure in proposing a dividend of Rs.2.50 per Equity Share of Re.1/- each for the year ended March 31, 2019. The dividend declared for the previous year was Rs.2/- per Equity Share of Re.1/- each. The total dividend (including dividend tax) is Rs.797 million, which amounts to about 14.16% of the Profit after Tax.
UBL proposes to transfer Rs. 563 million to the General Reserve.
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 Share Capital of the Company as on March 31, 2019 remains unchanged at Rs. 264.4 million comprising 26,44,05,149 Equity Shares of Re.1/- each.
MANAGEMENT DISCUSSION AND ANALYSIS
Beer Industry in India remains highly regulated with high taxation, restrictions on cross border movements, constraints on production, retailing and other barriers. In many parts of the country, wholesale and/or retail distribution is controlled by State Government monopolies. Also, in over 60% of the markets, State Governments dictate the price at which beer can be sold.
The beer market in India continues to be in its growth stage. The Industry has evolved from manufacturing standard beers such as strong and lager beer to _avoured and variety beers in line with trends in other developed countries. Beer has become one of the most popular alcoholic beverages in the country over the past two decades. There are more than 140 beer brands available in India to address the palate of various consumer segments. Majority of beer market growth is driven by young consumers, who consider beer a trendy drink, compared to other traditional spirits.
Strong beer which has an alcohol content between 6% and 8% dominates the beer market accounting for over 85% of the total beer consumed in India. Super Premium beer segment, within both the Strong and Mild beer categories has been growing faster than the overall beer industry and has grown at a Compounded Annual Growth Rate (CAGR) of almost 30 per cent over the last three years. The Indian beer market continues to grow in line with expectations. Industry volumes grew at a CAGR of 8% during the last five years. There has been a trend of emergence of brew pubs in large cities such as Bengaluru, Pune and Gurgaon over the last few years. These outlets have introduced consumers to new types of beers for e.g., wheat beer.
The major growth drivers in the Indian beer market are growing consumption of alcohol owing to rapid urbanization and favourable demographics in the country. Beer is gradually being more accepted as a social drink and the urban youth in particular, favour it. In combination with young demographics, rising disposal incomes and warm climate of the country, we believe in the long-term growth prospects of the beer market. Also, the per capita consumption of beer is about 2 litres and has a huge scope for improvement. However, increase in raw material prices, availability constraints (bottles, barley, etc.) and restrictions applied on advertising pose huge challenges for industry growth. UBL has however overcome these challenges and continues to make efforts to not only strengthen its market position, but also retain its edge in this highly competitive market.
Geographically, South India accounted for the largest market share of more than 42% in terms of beer consumption. North India and Western India are expected to be fastest growing markets owing to growing number of urban cities in these regions and presence of favourable demographic factors. The maximum levels of beer consumption in India are observed in the southern states. A healthy growth rate for the beer industry is an indication of the huge potential of opportunities open for breweries and beer brands marketing and/or manufacturing in India.
Sales and Marketing
UBLs Flagship Brand King_sher is a widely accepted brand and is one of the strongest players in the Indian Beer market, in terms of volumes and brand equity. UBL continues to satisfy its customers with a mammoth range of quality products and innovative strategies with the ultimate aim of remaining at the fore-front of the highly competitive Indian beer market.
King_sher Strong is the largest brand in the country, with a volume of over 100 million cases. King_sher Premium is first choice of mild beer consumers across the country, with a sale of over 36 million cases. The super-premium brands in our portfolio viz., King_sher Ultra, King_sher Ultra Max and Heineken are amongst the fastest growing brands in the Indian market.
UBLs recent launch, King_sher Storm has crossed 3 million cases in sale in its first full year in the market. King_sher Storm has highly differentiated and disruptive packaging along with a smooth, refreshing taste profile.
Catering to the growing demand for a premium International strong beer in the Indian Market, the Company launched the iconic Dutch beer brand Amstel. Amstel is a slow brewed and extra matured lager, internationally appreciated for its quality and enjoyed in over 100 countries across the globe.
In the last quarter of 2018, the Company entered the Non-Alcoholic Beverages segment by launching King_sher Radler, a soft drink with 0% alcohol and as much as 30% less sugar compared to similarly placed products. King_sher Radler is available in three _avors namely, Ginger Lime, Lemon and Mint Lime. Segment wise performance is mentioned on page no. 114 of this report.
Additionally, the Company is also in the process of introducing Heineken 0.0, a non-alcoholic beer in various markets. Launched in Netherlands in May 2017, Heineken 0.0 has been introduced in over 30 countries globally. It is now being introduced to Indian consumers as well.
King_sher Ultra and King_sher Ultra Max continues to gain traction with their association with various Fashion and Style platforms. Ultra Shorts, our in-house created web series has had several stories and web episodes released, with a combined viewership of over 30 million.
Heineken, being one of the fastest growing brands in UBLs portfolio, has established itself as one of Indias most premium brands. It is being promoted by leveraging its association with Global marketing platforms of Football (UEFA Champions League), James Bond and Music.
The Company continues sustainable associations for King_sher in the fields of Sports, Food, Fashion and Music. The Company is proud to be associated with several teams competing in the Indian Premier League T20 Cricket Tournament and also supports 2 of the major teams participating in the ISL football tournament. Your Company is a key partner of the Sunburn EDM festival. The Companys association with restaurants/bars/pubs/clubs/star hotels/night clubs continues to thrive. Through its large portfolio of brands, the Company has creatively worked on digital and television communication around the food platform.
The King_sher Calendar continues to maintain its high aspirational value. We have created excitement around this property and leveraged it on digital platforms in a large way. We have also launched Pitchers, Indias leading Nightlife App, in Mumbai, Delhi, Gurugram, Bengaluru, Hyderabad and Pune. This App provides great utility to users and is also leveraged by us during specific consumer activations.
Manufacturing expenses for the FY19 amounted to Rs.30,174 million, representing 21% of sales, as against Rs.26,529 million in the previous financial year, which also constituted 21% of sales. Tight cost control measures, expanding footprint for premium brands and cost-saving projects across the manufacturing footprint have helped us achieve this in an environment of relatively high inflation especially for commodities and bottles.
Bottles remain our biggest cost element. FY19 warranted higher new bottle injection, due to double digit growth in overall volume and significant growth in premium brands. Due to lower capacity of new glass in the domestic market your Company has tied up with new overseas glass suppliers in FY19 and blocked additional new capacity at domestic suppliers for FY20. This keeps us geared up for future volume growth. Recycled bottle collection continues to remain a key focus area.
Capacity expansion has been done in our breweries in Telangana, Karnataka & Rajasthan. Manufacturing footprint for premium brands has been expanded significantly in FY19 to cater to increasing demand and gain benefit of favourable sourcing options.
Barley-malt, the basic raw material in the manufacture of beer, has been under stress due to higher prices of competitive crops. Apart from procuring barley-malt locally, your Company also imports barley from other countries. Processing of malt from imported barley for Heineken brand has been started in FY19. This gives us significant advantage in cost against imported malt and flexibility in sourcing.
Key material imports for premium brands (ring pull) has been localized and two-third of our supplies for FY19 were sourced locally. We have value engineered "can lids" and switched to lower weight "can lids" pan India. Increased loadability and salience of larger capacity trucks for finished goods movement in FY19 has resulted in optimization of overall freight cost.
Our continual work with farmers in helping them cultivate barley, provide them with good quality seeds and offer a package of good practices is yielding great results. We procured highest ever quantities of our own varieties of "two row barley" in FY19. Cultivated area under our varieties of barley increased by 35% in FY19.
Research and Development
UBLs Research and Development function continues to support our growth strategy with a focus on new capabilities, development of new products, enhancement of existing products, productivity improvement and cost reduction.
Human Resources (HR) develops UBLs most important asset our people by empowering and enabling them to deliver remarkable business performance. UBLs learning and development initiatives are geared to build UBLs talent and leadership pipeline and prepare a future ready team. The organisation fosters an open and transparent culture which drives innovation and nurtures entrepreneurial spirit amongst the employees.
Sophisticated HR systems, contemporary policies and open communication contribute towards healthy work-life balance. Celebration is a way of life at UBL-we celebrate each and every milestone, big or small.
The Company has a robust, code of business conduct policy, which sets out the Companys values, responsibilities and ethical obligations and also provides us with guidance for handling difficult ethical situations related to the business. We also encourage our employees to report any violation of the code via a third party managed online platform named Speak Up.
UBL participates in an engagement survey every year to understand and rank the drivers of engagement, satisfaction and team effectiveness. The talent pool of the Company is refreshed from time to time by infusing new hires from premier colleges of the Country.
Industrial Relations continue to be harmonious and peaceful at all levels and at all locations of the Company. Timely Long-Term Settlements are done to ensure continuity in healthy industrial relations. There are no material developments in the areas of Human Resources or Industrial Relations front.
UBL has 3042 employees on its rolls across all locations. The Company has not offered any stock options to the employees during the year under review. All the wage agreements have been renewed in a timely manner and are valid and subsisting. Workers and unions support implementation of reforms that impact quality, cost and improvements in productivity across all locations, which is commendable.
Total employee benefit expenses for the year stood at Rs. 4,439 million, as compared to Rs. 3,946 million in the previous year. This constituted 3.1% of revenue from operations. Your Directors place on record their sincere appreciation to all employees for their contribution towards the continuous 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;
Interest Coverage Ratio: EBITDA 19 times interest in 2017-18, improved to 37 times in 2018-19, on account of EBITDA growing at 28% while interest costs dropped 35%.
Debt Equity Ratio: Net debt which was 11% of Shareholder funds as on March 31, 2018, stood at 5% as on March 31, 2019, as a result of net debt dropping 43%, on account of capital expenditure, working capital increase and debt repayment being met out of internal accruals, while shareholder funds increased 18% on account of an extraordinary 43% growth in net profits.
Net Profit Ratio: Net profit ratio increased from 3.17% in 2017-18 to 3.98% in 2018-19, primarily on account of better state and brand mix.
Return on Net worth: Return on Net worth increased from 15% in 2017-18 to 18% in 2018-19 as a result of an extraordinary 43% growth in net profits.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
As part of the Corporate Social Responsibility initiatives, UBL continues to invest in the community it operates within, in several ways. The Company has been able to build a very robust CSR programme focused on driving social impact in a sustainable manner over the last five years. Your Company and its employees continue to be committed to social and environmental concerns of the nation, while working on the financial pursuits of the business.
UBLs intent is to ensure a close alignment between the core commercial goals of the business and the maximum possible social and economic benefit achievable. UBL deploys the 4R strategy of Reuse, Reduce, Recycle and Recharge for efficient use of water. The Company is moving towards extensive usage of energy generated from renewable sources to minimize environmental impact. It has also set out to address important issues associated with responsible consumption of alcohol. It has commenced this initiative with a programme to engage with key stakeholders of our business.
Your Company has integrated CSR in its corporate strategy and intends to drive it with a vision to bring about sustainable social development for its co-communities. We operate out of a large number of locations across the country that are characterized by non-uniformity in levels of awareness, socio-economic development, education, poverty, practices and rituals. While India is a very large country with a multitude of social issues and concerns, your Company has decided to focus on communities residing in the vicinity of its breweries as a starting point for its CSR interventions. The CSR Policy of the Company is posted on the website www.unitedbreweries.com and is available through the weblink http://unitedbreweries.com/csr.
Under the Safe Drinking Water Programme initiated in 2015, another 10 villages in the state of Karnataka have been covered this year. The programme has reached out to 59 villages through 47 water plants and 1565 household water puri_ers. In addition to implementing rainwater harvesting and watershed management projects in and around the breweries, recycling of the treated waste water continues within the breweries. The water initiatives have benefitted over 2,00,000 people.
Your Company intends to be a Water Neutral Organization by 2025 and the efforts have been focused in this direction. 11 water bodies have been rejuvenated in the States of Haryana, Punjab, Rajasthan and Karnataka. Rooftop rainwater harvesting has been undertaken in 100 houses in Nandi village in the foothill of Nandi hills. In the cumulative effort to recharge the freshwater consumed by the breweries, by March 2019, the Company was able to create a recharge potential for 84% of the water consumed. Our water conservation efforts have resulted in the recharge of over 47,19,083 KL water per year.
UBLs initiatives in the field of education have been in tandem with its endeavours to enhance the educational experience and improve the quality of primary education for children, especially from the underprivileged sections. Breweries across the country have adopted neighbouring Government schools and supported them in meeting their requirements on a regular basis. In addition to this, focused education projects have been implemented in Rajasthan and Karnataka. Your Company continues to support 10 government schools in Rajasthan and maintain the science centres established in one school in Rajasthan and 8 schools in Karnataka. Infrastructure development for a rural school in Nagpur, Maharashtra has been initiated last year. The education initiatives benefit over 12,000 school children. Mid-day meals have been supported for 1,666 children in 23 Government schools of Mangalore.
In the last year, your Company, conducted a week long awareness programme on "Responsible Consumption of Alcohol" for truck drivers associated with UBL, at 13 of its breweries in Tamil Nadu, Kerala, Andhra Pradesh, Maharashtra, Goa, Punjab and Rajasthan. The awareness programme was conducted with a goal to make them aware of the implications of drunk driving on their financial and social wellbeing and received an overwhelming response in terms of positive feedback from the truck drivers. Over 2,500 truck drivers linked to the supply chain have been covered through this programme. UBL is strengthening its endeavours on promoting responsible consumption and water stewardship in the communities. The Company is proud of the fact that many of the leading rating agencies have recognized its achievements and progress with excellent ratings and have acknowledged us as one of the future ready companies. Building on this foundation, UBL will continue to work with the partners to promote sustainability along the entire value chain.
The Company has received recognitions and awards on national platforms for its CSR initiatives. UBLs CSR received the SKOCH Order of Merit for qualifying among top CSR projects in India for Ecological Restoration of Water Commons and Natural Resource Management. It received HR Excellence Awards 2018 for leading practices in Corporate Social Responsibility conferred by People First. The Companys water conservation programme was also awarded with ET Now CSR Leadership Award for 2018.
The Business Responsibility Report 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.
UBLs sustainability reporting articulates its perspective on the emerging forces in the global sustainability landscape and UBLs response on multiple dimensions like economic, ecological and social sustainability. We articulate key issues as well as opportunities that emerge and update our engagements. We are continually working towards reducing our water and energy consumption and adopting renewable sources of energy thereby reducing our carbon footprint.
UBL has adopted Green Energy usage to reduce dependence on conventional electrical power. During FY19, the Company utilised 9.86 million units of electricity from solar energy at eleven breweries and an additional 17.09 million units of electricity from wind energy at our five breweries in Karnataka and Tamil Nadu. This shift from conventional to renewable sources of energy has helped us reduce our carbon footprint substantially to the tune of 25,438 MT of equivalent CO2.
Overall renewable energy consumption for electricity usage for FY19 stood at 20.8% out of total electrical power consumption for own breweries and 17.5% against total power consumption at our own and associate breweries.
1) Pollution control Board:
Our brewery at Palakkad bagged the first position from Kerala State Pollution Control Board under large scale
Industries category for initiatives towards environmental protection.
Our brewery at Aranvoyal (Thiruvallur District) bagged the "Green Award" from the Tamil Nadu State Pollution
Control Board for initiatives towards environmental protection.
2) Confederation of Indian Industry Southern Region Environment, Health and Safety (EHS) Excellence Awards:
Our brewery at Nanjangud (Mysore) is awarded four-star rating for best EHS practices demonstrated.
Both our breweries (Aranvoyal and Kuthambakkam at Thiruvallur District) are awarded three-star rating for best
EHS practices demonstrated.
Our brewery at Palakkad (Kerala) is awarded three-star rating for best EHS practices demonstrated.
3) Society of Energy Engineers and Managers (SEEM) Awards
Our brewery at Nanjangud (Mysore) won the Gold category award for energy conservation initiatives.
One of our breweries in Aurangabad (Ellora) won the Silver category award for energy conservation initiatives.
4) Kaizen Institute
Our brewery at Nanjangud (Mysore) won the "Special Recognition Award" for the case study presented on
"Water reduction journey" at the 10th National Operational Excellence conference "INDIZEN" organized by Kaizen Institute at Pune.
OPPORTUNITIES, THREATS, RISKS & CONCERNS
The Indian Alcoholic beverages market is dominated by spirits with whisky being the largest segment, followed by brandy and rum. Beer accounts for about 10% of the total alcohol consumed in India. The total market size of beer by volume was about 360 million cases in year 2018-19. The beer market is growing at about 8% per year. The major factors leading to growth are the economic development achieved by India which has increased the disposable income of consumers.
Compared to various International markets and even compared to other markets in Asia, beer penetration is very low in India. Beer accounts for a very low share of consumption compared to other alcohol products. Such low consumption along with the cultural change that is being witnessed, higher disposable income and demographics offers a great opportunity for the industry. While the Indian beer industry presents considerable opportunities for growth, the overall growth is slowed down due to the heavy regulatory environment, lack of retail formalisation, restrictions in trade, negative industry tag, etc. For the States, one of the easiest ways to get higher revenue is to increase taxes and duties on alcoholic products resulting in higher end consumer prices, thereby impacting growth. Beer consumption tends to be extremely sensitive to pricing. Government regulations in particular pose a significant risk to the overall alcohol market in India, especially for beer. Higher duties imposed by States also remain major concern which is beyond the control of the manufacturers. There has been a growth of brew pubs in the country as well as the launch of niche craft beer brands in the last few years. This aids in the development of a beer culture in the country. Although Indias craft beer industry is still nascent, the craft beer segment and demand for premium beer in general is estimated to be growing at a strong double-digit rate albeit from a low base. Your Company is preparing a craft and variety beer offering of its own to capture growth in this segment. Despite these challenges, favourable demographics of India is attracting foreign brewers to invest in the beer market in the country. The combination of two international brewers in India recently, has the potential to pose stiff competition. However, your Company is adequately protected from these risks and concerns due to its robust brand portfolio and a loyal consumer base. Whilst the beer market continues to expand, your Company is looking at the larger beverage consumption occasions to further drive the growth of the business. For most adults the beverage choices for non-alcoholic occasions are limited. We have tapped into this opportunity with a portfolio of non-alcoholic beers that deliver on refreshment and taste. These new offerings will also enable us to enter a much larger retail universe that is today closed to us. Our new offering is being produced at our brewery in Bihar and has been launched in various markets during the 3rd quarter of the last financial year. A separate vertical has been created to drive this business in a focused manner so as to unlock its full potential. This business will contribute significantly to the Company in the years to come. Whilst these types of products have been introduced by beer companies around the world, your Company is a pioneer in India.
Effective marketing strategies have helped us reinforce our position as the clear market leader in the Country. Despite many challenges, the Indian market provides a huge opportunity with its extremely low per capita consumption of about 2 litres when compared to countries like China and US which consume 37 litres and 78 litres of beer respectively per person per annum. Young demographics with 50% of the population below 25 years of age and 65% below the age of 35 years, changing culture and very low per capita consumption are key drivers of growth of beer in India. The industry has been expanding consistently and it is expected that the next year too, the Industry will grow by about 8%. UBL shall continue its focus on innovative and effective marketing to remain at the forefront of this highly competitive market. Your Company is hopeful of outperforming the industry in 2019-20 as well.
Beer is slowly becoming a perfect after-work companion for corporate India. With increasing economic development, the level of anxiety and stress has also increased in Indian corporates and consistently, executives are finding it hard to have work-life balance and are looking for some refreshments in the evening. Beer is observed to be slowly becoming a primary drink for them.
Growth in premium retail trade and on-premise outlets in metropolitan cities has increased the range of beers and improved the retail environment. In few States, the Government has issued separate licenses for sale of beer in super markets which signals good growth prospects for the industry. Innovative introductions also help in penetrating untapped markets and your Companys new introductions have fared well. Our flagship brand, King_sher continues to be a leader amongst all beers in India. UBL continues to invest significantly in brand visibility to sustain high recall for its brands amongst consumers. High profile sponsorships and brand activations have ensured that its brands, especially King_sher, retain their iconic status. The Company has a strong route-to-market, combined with a portfolio of market leading brands. UBL also continues to invest in both, capacities and brands. Even in a highly competitive market, your Company has not only successfully overcome the challenges of the industry, but also outpaced several global beer brands that have entered India in the recent past and has constantly maintained its leadership position.
Your Company has in place a robust framework for managing and mitigating various risks. Considering the risks affecting the beer industry, UBL continuously assesses and updates the risk management framework based on changes in the level of risk. To achieve this control, UBL performs risk assessment in which Strategic, Operational, Information Technology, Financial and other Risks are analysed. This is reviewed regularly by the Internal Audit team, Risk Management Committee and the Board. The Management Committee meets regularly to address various risks and mitigation thereof. UBL has evolved a framework for management of business risks. We periodically assess risks in the internal and external environment, along with the potential cost of the risks and incorporate risk management plans in our strategy, business and operational plans.
UBL has explored a variety of avenues to contain the risk of continued increase in basic costs and has entered into a few long term agreements for sourcing vital inputs. There has been a continuous review of the long term strategy for procurement at an economical cost. As part of our Corporate Social Responsibility initiatives, UBL has committed to availability of safe drinking water for communities residing in the vicinity of each of its 21 owned breweries. We have been continuously working towards water conservation and minimising water waste by recycling to the extent possible. All our breweries have rainwater harvesting systems in place. From a consumption level of about 6 litres of water per litre of beer produced about a decade ago, we are at a level of about 3.24 litres per litre of beer today. This is lower than the world average of about 4 litres. Some of our newer breweries are at a level of 2.5 2.8 litres of water per litre of beer. This would place your Company amongst the elite of world breweries in the area of water consumption. UBL has constituted a Risk Management Committee comprising senior Board members. The Committee reviews the risk impact matrix comprising strategic, preventable, external, internal, operational and compliance risks associated with UBLs operations along with business objectives and the actions taken to address these risks. Mitigation plans for such risks are in place and are reviewed periodically. Further, the Assurance Committee comprising functional Heads, reviews identified risks and takes mitigating actions on a quarterly basis. The Company has formulated a Risk Management Policy and has laid down procedures for risk assessment, identification, minimization and mitigation which are presented to the Audit Committee and the Board of Directors on a periodical basis.
Internal control system
UBL 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 in Financial Reporting (ICFR) in the Act, we have made an evaluation of functioning and quality of internal controls. 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 Companys 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 certified 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. The SOPs and controls are reviewed by management and audited periodically. 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. Periodic reviews are carried out for identification of control defficiencies and opportunities for bridging gaps with best practices along with formalization of action plans to minimize risks. The 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.
Maltex Malsters Limited is the only subsidiary in which your Company holds 51% of equity capital. Maltex Malsters Limited is a non-listed entity and is not a material non-listed subsidiary as defined in Regulation 16(1)(c) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). 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 weblink http://unitedbreweries.com/pdf/policyandcodes/Policy%20for%20Determining%20Material%20Subsidiaries-PDF.pdf The consolidated financial statement of the Company including the financial statement of its subsidiary forms part of this Report in terms of the Act and the Listing Regulations. A statement containing the salient features of the financial statement of the subsidiary and associate in Form AOC-1 is attached as Annexure-C to this Report.
Cash Flow Statement
A Cash Flow Statement for the year ended March 31, 2019 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 the 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.
Your Companys Equity Shares are listed on the BSE Limited (formerly Bombay Stock Exchange Limited) and National Stock Exchange of India Limited. The listing fees have been paid to all these Stock Exchanges for the year 2019-2020.
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 Companys shares.
There were no outstanding deposits at the end of the previous financial year. The Company has not invited any deposits during the year.
Ratio of Remuneration and 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, auditors report and other documents required to be annexed to such financial statements excluding the details relating to ratio of the remuneration of each Director to the median employees remuneration and remuneration drawn by certain employees over the threshold etc. as provided in sub- section (12) of Section 197 of the Act read with Rule 5(1) & 5(2) 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.
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 Annual Report.
Statements in this Report, particularly those which relate to Management Discussion and Analysis and Opportunities, Threats, Risks and Concerns, describing the Companys 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 and Sweat Equity Share
The Company has not offered any shares to its employees or Key Managerial Personnel under a scheme of Employees Stock Option and has also not issued any Sweat Equity Shares at any time.
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 weblink http://unitedbreweries.com/pdf/policyandcodes/Policy%20on%20Related%20Party%20Transactions.pdf
All transactions entered by the Company during FY19 with related parties were in the ordinary course of business and on an arms 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.
Familiarization programme for Independent Directors
During this year the Company has not appointed any new Independent Director. The existing Board comprises Executive, Independent and Non-Executive Directors who have been at the helm of Management of the Company for several years and are fully conversant with the business and operations of the Company. The Familiarization programme for new Independent Directors as and when inducted shall aim to familiarize them with the Company, their roles, rights, responsibility in the Company, market, business model of the Company etc. The Board of Directors has complete access to requisite information within the Company. Familiarization is done at the Board Meeting itself where business is discussed at length along with Industry dynamics, Strategic planning and other relevant information. Presentations are regularly made to the Board of Directors/Audit Committee/Nomination & Remuneration Committee on various related matters, where Directors get an opportunity to interact with Senior Managers. The Company has issued appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. The details of the Familiarization Programme for Independent Directors is disclosed on the Companys website at the weblink: http://unitedbreweries.com/pdf/policyandcodes/Familiarisation%20Programme.pdf.
Whistle Blower Policy
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 Companys 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 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. None of the Employees & Directors have been denied access to the Chairman of the Audit Committee.
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-D 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 website of the Company viz., www.unitedbreweries.com.
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 also a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
The Board of Directors of UBL comprises ten Directors, with a balanced combination of Independent and Non-Executive Directors.
In terms of Section 149(10) of the Act, the Independent Directors viz., Mr. Chhaganlal Jain, Mr. Chugh Yoginder Pal, Mr. Sunil Alagh, Ms. Kiran Mazumdar Shaw, Mr. Madhav Bhatkuly and Mr. Stephan Gerlich were appointed for a fixed term of five years (First Term) effective September 04, 2014 which term expires on September 03, 2019. The Independent Directors are eligible for re-appointment for another consecutive term of up to five years (Second Term) on passing of a Special Resolution by the Company. Mr. Chhaganlal Jain and Mr. Chugh Yoginder Pal, have expressed their desire to retire from the Board and do not seek re-appointment for another term. Resolutions for re-appointment of Mr. Sunil Alagh, Ms. Kiran Mazumdar Shaw, Mr. Madhav Bhatkuly and Mr. Stephan Gerlich for Second Term of up to five years are proposed to be passed as Special Resolutions in the Notice convening ensuing Annual General Meeting. Their brief profiles form part of the Notice convening AGM.
During the year, 2 meetings of Independent Directors was convened on May 29, 2018 and November 08, 2018. All Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Act.
During the year under review, Mr. Frans Eusman Erik, a Heineken nominee Director resigned from the Board of the Company w.e.f. November 14, 2018, following his change in role in Heineken. In his place Mr. Rudolf Gijsbert Servaas van den Brink was appointed as an additional Director on the Board w.e.f. November 14, 2018. Mr. Rudolf holds office of the Director till conclusion of forthcoming Annual General Meeting (AGM). Resolution for his appointment has been proposed for approval of Members in the Notice of AGM to be convened on August 22, 2019. Also, Mr. Steven Bosch resigned from the Board effective January 01, 2019 following his transfer to a new assignment by Heineken N.V.
Mr. A K Ravi Nedungadi, Non-Executive Director retires by rotation at this AGM and, being eligible, offers himself for re-appointment. Brief profiles of Mr. A K Ravi Nedungadi and Mr. Rudolf Gijsbert Servaas van den Brink forms part of the Notice convening AGM.
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 of 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. During FY19, eight (8) Board Meetings were held. Other details including composition of the Board and various Committees and Meetings thereof held in FY19 are given in the Corporate Governance Report forming part of this Report.
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 is 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 is given in the Corporate Governance Report forming a part of this Report.
Policy on Performance Evaluation
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 weblink http://unitedbreweries.com/pdf/policyandcodes/Directors%20Performance%20Evaluation%20Policy.pdf.
Performance Evaluation of Directors
Performance evaluation of non-Independent Directors, Independent Directors, the Board as a whole and Committees of the Board has been carried out in accordance with the statutory provisions as contained in the Act and Listing Regulations.
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 and confidentiality associated with the exercise, an external agency was engaged to anchor the process. As part of this process, customized questionnaires, were circulated to all Directors of the Company. Each Director was required to undertake a self-assessment. Additionally, the effectiveness of the Board and Committees was also evaluated by each member of the Board and Committee. Responses from Directors were submitted through an electronic platform and were kept confidential.
In order to maintain confidentiality of the entire process, the exercise was carried out on an anonymous basis and summary of responses received from Directors was placed and discussed at a Board meeting and individual scores circulated to the Director concerned. Discussions on a one-to-one basis with individual Directors were also organized for those Directors who wanted a more in-depth understanding. Recommendations arising from this entire process will be considered to improve overall effectiveness of individual Directors, Board and Committees.
UBL has formulated a Remuneration Policy laying down the criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management. The Policy also prescribes the criteria and manner for fixation and approval of remuneration payable to Directors, KMPs and other employees. The Policy is posted on the website of the Company and is available through the weblink http://unitedbreweries.com/pdf/policyandcodes/Remuneration-Policy.pdf.
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.unitedbreweries.com.
Foreign Exchange Earnings and Outgo
During FY19 total foreign exchange earnings of the Company stood at Rs. 2,467 million (Previous Year: Rs.2,233 million) and foreign exchange outgo stood at Rs. 2,882 million (Previous Year: Rs. 2,694 million).
Corporate Governance Report
Report on Corporate Governance forms a part of this Report along with the Certificate from the Company Secretary in Practice.
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 weblink http://unitedbreweries.com/pdf/AGM/Annual%20Return%20MGT-9%20-%202018-2019.pdf.
Auditors and the Auditors Report
Messrs S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W / E300004) were re-appointed as Auditors of the Company by the Members at the Annual General Meeting (AGM) held on September 23, 2017 to hold office till the conclusion of the 23rd AGM. In terms of Section 139 of the Act as amended by the Companies (Amendment) Act, 2017, appointment of Auditors need not be rati_ed at every AGM. Therefore, the Notice convening the ensuing AGM does not carry any resolution for rati_cation of appointment of Statutory Auditors. The Auditors have confirmed that they continue to fulfil 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 Auditors Report, except for the comments as stated in paragraph (x) of Annexure 1 to the Auditors Report on Companies (Auditors report) Order, 2016 and qualified opinion in Annexure 2 to the Auditors Report on Internal Financial Controls, relating to allegations received by the Company against an employee relating to his involvement in certain irregularities in the procurement of packing materials from certain select vendors.
Based on the initial inquiry on this matter by the management, the service of the said employee was terminated. The Company is conducting a detailed investigation on this matter which is currently in progress. Management is of the view that although the actual financial impact, if any, which may arise from this matter can be ascertained only after completion of the investigation, the amount involved is not expected to material, considering the profitability of the Company. The details on this matter is also disclosed as Note in the standalone and consolidated Ind AS financial statements.
Pursuant to the Section 204 of the Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sudhir Hulyalkar, Company Secretaries, to undertake Secretarial Audit of the Company for the FY19. The Secretarial Audit Report forms part of this Report and is annexed as Annexure-E.
There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.
Details of 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 for sake of transparency. (i) It is in public domain that United Breweries (Holdings) Limited (UBHL), a promoter of your Company has been ordered to be wound up by Honble High Court of Karnataka vide dated 07.02.2017. We understand UBHL has since filed an appeal against the said Winding-up Order which is pending.
(ii) As per disclosures received by UBL in May 2018 under SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 from a few Promoter companies controlled by Dr. Vijay Mallya, we are informed that 41315690 Equity Shares held by such entities in UBL constituting 15.63% of the total paid up capital have been transferred to the demat account of Enforcement Directorate, Mumbai, Government of India. Earlier, in August 2017, 1389068 Equity Shares constituting 0.52% of the total paid up capital were also transferred to the demat account of Enforcement Directorate, Mumbai, Government of India. The Enforcement Directorate now holds 42704758 constituting 16.15% Equity Shares in the Company. However, UBL has not received any communication from the Enforcement Directorate so far in this regard.
As per the legal opinion obtained by the Company, with respect to such transfer of shares, it is opined that, the Enforcement Directorate has only taken possession of the Equity Shares under the provisions of Prevention of Money Laundering Act, 2002 and these Equity Shares have not been con_scated by the Enforcement Directorate. The transfer of shares, therefore, may not constitute a transfer of ownership.
Further, the Recovery Officer-I, DRT-II, Bengaluru has transferred 7404932 Equity Shares comprising 2.80% of the total issued and paid-up equity share capital of the Company in its name from the demat account of United Breweries (Holdings) Limited which is under liquidation. However, UBL has not received any disclosure from United Breweries (Holdings) Limited in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. The Recovery Officer-I, DRT-II, pursuant to a block deal through BSE/NSE on March 27, 2019 has transferred 7404932 constituting 2.80% Equity Shares of the Company to Heineken International B.V.
(iii) Pursuant to Order of Debt Recovery Tribunal, Karnataka, Bangalore, dated 30.09.2015, dividend for the financial years 2015-2016, 2016-2017 and 2017-2018 payable to Dr. Vijay Mallya and United Breweries (Holdings) Limited (UBHL) was withheld. The Recovery Officer-1, DRT-II, Bengaluru vide letter dated October 11, 2018 directed the Company to make payment of Dividend for the financial year 2017-18 on Equity Shares held by UBHL in the Company. Further, the Official Liquidator, vide letter dated October 26, 2018 informed the Company that the Honble High Court of Karnataka has directed the Official Liquidator in Order dated 29.08.2018 to collect rent and other income due to UBHL, the Company in liquidation. The Official Liquidator directed the Company to remit the dividend aggregating to Rs.7,83,89,631.10 payable to UBHL to the account of Official Liquidator. Accordingly, the Company has remitted the aforesaid dividend amount to the account of Official Liquidator.
(iv) Effective April 05, 2016, the State Government of Bihar had imposed a ban on sale and consumption of alcoholic beverages in Bihar though it had permitted manufacture of alcoholic beverages for export out of the State vide Notification dated April 05, 2016. The said Notification of Bihar Government imposing ban was struck down by Patna High Court vide Judgement dated September 30,2016. The State Government of Bihar has challenged the Judgement of Patna High Court in Supreme Court which is pending. Subsequently, effective April 01, 2017, total prohibition has been imposed in Bihar State and the commercial production at the Companys brewery located at Kopakalan, Naubatpur, District Patna has been discontinued. The Company has since commenced manufacture of non-alcoholic beverages at its above facility.
(v) On October 10, 2018, certain officials from the Competition Commission of India ("CCI) had visited the Company for their investigation in relation to allegations of price-fixation and performed search of the premises and conducted inquiries with certain officers of the Company at its registered office. Pursuant to this, the Company has made requisite _lings and also certain officials of the Company have appeared before the aforesaid authorities. The Company has not received any demand order in respect of this matter and the investigation is ongoing, hence it is not practicable to state an estimate of its financial effect, if any. Management, along-with its legal advisors, are in the continuous process of evaluating this matter and believe that there are mitigating circumstances to counter presumptions made against the Company by the CCI as contained in the Competition Act, 2002.
(vi) Based on a complaint filed by one Mr. Sanjeet Jaiswal on behalf of "Ashok Kumar Jaiswal, Licencee FL-2B, Beehive Alcoveb" (the Licencee) alleging criminal breach of trust for non-supply of goods against payment made in advance, an FIR was registered in Hussainganj Police Station, Lucknow against three employees of the Company. The Company had supplied goods to the Licencee after following due process under the Law.
After investigation, a Final Report was prepared by Police that no case is made out. However, the case was re-opened and a Charge Sheet was filed by Police before the Trial Court on 13.02.2019 against the Company and three other employees of the Company inter alia alleging evasion of Excise Duty on which cognizance was taken by the Trial Court on 13.02.2019. The Company has challenged the criminal proceedings in the Honble Allahabad High Court, Lucknow Bench wherein an interim order was passed by the Honble High Court that "no coercive action will be taken against the applicants, subject to condition for deposit of adequate security regarding allegations of tax evasion, if any, fixed by the Court below within a week from today. It is also provided that applicants will not leave the country without permission of the Court below". In this connection, the Deputy Commissioner of Excise (Law) in his report dated 21.04.2019 filed before the Trial Court has confirmed that there is no evasion of Excise Duty by the Company. Despite a clean report by the Excise Department, the Trial Court directed the Company to furnish Security amount of Rs.45 Lacs which has been furnished by the Company. Further, as directed by the Trial Court, undertakings along with personal bonds of Rs.50 Lac each have been submitted by three employees and the Company Secretary before the Trial Court that they will not travel out of the Country without permission of the Court.
A supplementary Charge Sheet has also been filed by Police before the Trial Court on 03.04.2019 against the Directors and Company Secretary of the Company alleging the charges of economic offence on which cognizance was taken by the Trial Court on 03.04.2019. The Company is in the process of taking appropriate legal recourse to challenge the supplementary Charge Sheet dated and the summoning order dated 03.04.2019 before the jurisdictional Courts. (vii) During the year, the Company had received e-mails/letter whereby allegations were raised against an employee of the Company relating to his involvement in certain irregularities in the procurement of packing materials from certain select vendors. Based on an initial inquiry on this matter, the service of the said employee was terminated. The Company is conducting a detailed investigation on this matter which is currently in progress. Management is of the view that although the actual financial impact, if any, which may arise from this matter can be ascertained only after completion of the investigation, the amount involved is not expected to be material, considering the profitability of the Company.
The orders/proceedings mentioned above do not have any impact on going concern status of the Company. Impact of (iv), if any, has been addressed in the financial statements forming part of this Report.
Directors Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the Act, 2013, the Board of Directors report that:
(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) 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 at the end of the financial year and of the profit of the Company for that period; (c) the Directors have taken proper and sufficient care for 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) the Directors have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and ensured that such internal financial controls are adequate and were operating effectively, and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and ensured that such systems were adequate and operating effectively.
All Annexures referred to in the Directors Report have been disclosed under the Statutory Information forming part of this Annual Report.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank UBLs customers, shareholders, suppliers, bankers, business partners and associates, financial institutions and central and state governments for their consistent support and encouragement to the Company. Finally, your Directors would like to convey sincere appreciation to all the employees of the Company for their hard work and commitment.
|By Authority of the Board|
|Shekhar Ramamurthy||Chugh Yoginder Pal|
|May 20, 2019||Managing Director||Director|
|Bengaluru||DIN: 00504801||DIN: 00106536|