Winsome Breweries Ltd Directors Report

TO,

THE MEMBERS,

WINSOME BREWERIES LIMITED

Your Directors have pleasure in presenting the Thirty Second (324) Annual Report of Winsome Breweries Limited along with Audited Financial Statements for the Financial Year (FY) ended March 31st 2024.

HIGHLIGHTS OF PERFORMANCE

Income for the year is increased from Rs. 283.36 Lakhs in 2023 to Rs.400.77 Lakhs in 2024. Profit before tax increased from Rs. (99.79) Lakhs in the previous year 2023 to Rs. 69.15 Lakhs in the current year 2024. Total Comprehensive income is also increased from Rs. (78.79) Lakhs in the previous year 2023 to 57.01 Lakhs in the current year 2024.

1. Financial Results

The financial performance of Winsome Breweries Limited for the financial year ended March 31, 2024 is summarised below:

(Figures in Lakhs)

Particulars	Current Year 31st March,2024	Previous Year 31st March,2023
	(in Rupees)	(in Rupees)
Total income	400.77	283.36
Profit before depreciation	69.15	(99.79)
Profit before tax	69.15	(99.79)
Less: Tax Exp	12.25	(20.08)
Profit after tax	56.90	(81.01)
IND AS Adjustments	(0.00)	(10.20)
Total Comprehensive Income	57.01	(78.79)
Transfer To General Reserves	NIL	NIL

2. Future Prospects

The company is making efforts continuously to improve its business operations. In view of the above, prospectus of the Company appears bright in near future.

3. Transfer to Reserves

The Company has not transferred any amount to the General Reserve out of amount available for appropriations.

4. Dividend

In view of the inadequate profits, the Directors express their inability to recommend any dividend for the year under review.

Share Capital

The Authorised Share Capital of the Company is Rs. 27,75,00,000/- (Rupees Twenty Seven Crore Seventy Five Lakh) comprising of 2,77,50,000 (Two Crore Seventy Seven Lakh Fifty Thousand) Equity Shares of Rs. 10 (Rupees Ten) each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 27,66,89,000(Rupees Twenty Seven Crore Sixty Six Lakhs Eighty Nine Thousand) consisting of 2,76,68,900 (Two Crore Seventy Six Lakhs Sixty Eight Thousand Nine Hundred) Equity Shares of Rs. 10 (Rupees Ten) each.

The Company has not allotted any shares during the year under review.

Deposits

The company has not accepted any public deposits during FY 2022-2023 from the members or the general public. There are no small depositors in the Company. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during the financial year.

Subsidiaries, Associates and Joint Venture Companies

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

Internal Process & Financial Control

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Companys internal controls are tested for adequacy and effectiveness by the Internal Auditor and Statutory Auditors on a regular basis.

10. Listing Fees

The Annual Listing Fee for the years 2023-2024 and 2024-2025 had been paid to those Stock Exchanges where the companys shares are listed.

11. Corporate Social Responsibility (CSR)

Provision related to CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

12. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism by way of internal reviews. The Company also has a “Whistle Blower Policy”, the copy of which is available on the website of the Company, namelyhttp://winsomeindia.in/news events.php

13. Prevention of Sexual Harassment At Work Places

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

14

The Company has constituted Internal Complaints Committee. Further, the Companys Internal Complaints Committee look into the matter for its office and factory of the Company in compliance with the above mentioned Act and Rules for the FY 2020-2021, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case remain pending at the closure of the year.

14. Code of Conduct

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as ANNEXURE-A which forms a part of this Report of the Directors.

15. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo.

Information pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

Conservation Of Energy:

The Company has taken measures in consultation with the technical experts to conserve use of power by

i. More Emphasis on elimination of waste. ii. Improved efficiency of own generator by usage of diesel generator only for emergencies and as stand by. iii. : Preventive maintenance of various equipments for efficient utilization of energy.

Technology Absorption:

Disclosure of particulars with respect to technology absorption:-

Research & Development

i. Specific Areas in which R&D carried out by the Company a. Quality Up gradation. b. Productivity enhancement. c. Quality Control Management. ii. Benefits Derived as Result of the above R&D: Increase in production. iii. Future plan of action: Cost efficiency in manufacturing operations through better methods andF techniques of production. iv. Expenditure in R & D: Specific expenditure of recurring or capital nature is not involved.

C. Foreign Exchange Earning And Outgo:-

Expenditure in Foreign Currency (on Accrual basis):

a. Travelling Expenses NIL

16. Management Discussion Analysis Report (MDAR):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of this Directors Report.

17. Web address for Annual Return

The Company has placed its Annual Return (as at 31st March 2024) referred to in Section 92(3) in} FORM MGT-7 format on the below mentioned web- address:http://winsomeindia.in/news_events.php

18. Particulars of Employees

The particulars of employees are given in Annexure-C to this Report as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. Director(s) and Key Managerial Personnel

Your Board of Directors comprises of mix of Executive and Non-Executive Directors with rich experience and expertise across a range of fields such as corporate finance, strategic management, General Management and Strategy. Except the Independent Director, all the Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.

There was NO change in the Directorship of the Company in the year during review, i.e. FY 2023-24.

As per Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors in their meeting held on 14th August, 2024, has recommended the Re-appointment of Mrs. Sneh Bagrodia as Non-Executive Non-Independent Director subject to approval of members in the ensuing 32nd Annual General Meeting, notwithstanding that Mrs. Sneh Bagrodia will cross 74 years of age on 25th September, 2024.

There was NO change in the Key managerial Personnel of the Company in the year during review, i.e. FY 2023-24.

20. Retirement By Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra Bagrodia (DIN: 00178250), Director of the company is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

21. Declaration Given by Independent Directors

All Independent Directors have given declarations/confirmation that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 2021-2022 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 the Companies Act, 2013, 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 had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Compliance of Secretarial Standard

During the year Company has done all the required compliances of Secretarial Standard -1

& 2 as prescribed by the Institute of Company Secretaries of India.

24, Board Evaluation

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25, Independent Directors Meeting

During the year under review, the Independent Directors met on 20 March, 2024 inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole; b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties. d) All the Independent Directors were present at this meeting.

The Independent director authorised the Company Secretary of the Company to Act as Secretary to the Committee and to do all such deed and acts necessary for the calling, conducting of meeting, preparation of minutes and other formalities in consultancy with the chairman of the Committee.

The details of Familirisation Programme of the Independent Directors have been uploaded on the website of the Company which can be found at http://winsomeindia.in/news events.php

The observations made by the Independent Directors have been adopted and put into force.

26. Appointment and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel (“KMP”) and their remuneration. This Policy is described in the Corporate Governance Report.

27. Meetings of the Board

During the year Five (5) Meeting of the Board were held details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All other Committees also have met during the year and have helped the Board to provide direction to the management.

28. Committee

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

A. Audit Committee

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

There was below mention changes in the constitution of the committee in the year under review:-

SI. No. Name of Director	Position
1. Mr. Amrit Mohinder Uttam	Chairman
2. Mrs. Sneh Bagrodia	Member
3. Mrs. Aruna Goenka	Member

B. Nomination and Remuneration Committee

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The salient features of the Remuneration Policy is available on Companys website and can be accessed in the link provided herein below:http://winsomeindia.in/news_events.php

There was below mention changes in the constitution of the committee in the year under review:-

SI. No. Name of Director	Position
1. Mr. Amrit Mohinder Uttam	Chairman
2. Mrs. Sneh Bagrodia	Member
3. Mrs. Aruna Goenka	Member

C. Stakeholders Relationship Committee

The Board has in accordance with Section 178(5) of the Companies Act, 2013 has constituted Stakeholder Relationship Committee to resolve all the grievances of the Stakeholders of the Company.

There was below mention changes in the constitution of the committee in the year under review:-

SI. No. Name of Director	Position
1. Mrs. Sneh Bagrodia	Chairman
2. Mr. Amrit Mohinder Uttam	Member
3. Mrs. Aruna Goenka	Member

29. Corporate Governance report

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Companys Statutory Auditors confirming compliance forms part of this Annual Report as Annexure-D.

30. Auditors

A. Statutory Auditors

On recommendation of Audit Committee; The Board at its meeting held on August 21, 2023 approved the appointment of M/s. O P BAGLA Co LLP, Chartered Accountants (Firm Registration no. 000018N/N500091) as Statutory Auditors, subject to the approval of shareholders at the 31st Annual General Meeting to fill the casual vacancy caused due to resignation of previous Statutory Auditor, APAS & Co., Chartered Accountants (Firm Regn. No. 000340C/C400308) for the period of one year till the conclusion f 324 Annual General Meeting.

The Members of the Company in the 31st Annual General Meeting held on Saturday the

30 September, 2023 appointed M/s O P BAGLA Co LLP, Chartered Accountants (Firm Registration no. 000018N/N500091) as Statutory Auditors of the Company for the period of 1 year till the conclusion of 324 Annual General Meeting to be held in the year 2024 on such remuneration as may be mutually decided by the Board of Directors.

Reply To Auditors Report:

The Auditors Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

B. Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed M/s RSH & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report submitted by them in prescribed form MR-3 is annexed herewith as Annexure-E and forms an integral part of this Report

There are no qualifications or observations or other remarks by the Secretarial Auditors in their Report issued by them for the financial year 2022-2023 which call for any explanation from the Board of Directors.

C. Cost Auditor

The Company is not required to maintain cost records and to undertake cost audit in accordance with the provision of Companies Act, 2013.

D. Internal Auditor

M/s RPB and Associates, Chartered Accountants appointed as Internal Auditor of the Company.

31. Disclosures With Respect To Employees Stock Option Scheme The Company does not have any Employees Stock Option Scheme. 32. Related Party Transaction.

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements /transactions with related parties could be considered material in nature as per the thresholds given in Rule15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

Disclosure of Related Party Transaction with Person or Entity belonging to Promoter

& Promoter Group:

The Company had not entered into related part transaction(s) with any person or entity belonging to the Promoter Group that holds 10% or more shareholding of the Company.

33. Risk Management

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The framework also defines the risk management approach across the enterprise at various levels.

Risk Management forms an integral part of the Companys planning process. Audit Committee of the Board reviews the process of risk management.

34, Significant And Material Orders Passed By The Regulatory Bodies / Courts

There were no significant or material orders passed by any Regulatory Bodies/ Court against the Company.

35. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.

36. State Of Companys Affairs

Your company was engaged during the year in the business of brewers, distillers, and manufacturers ,dealers in beers, wine, aerated waters, mineral waters and liquors of every description whether intoxication or not.

37. Fraud Reporting

The Company is a very well-managed Company and the Statutory Auditors did not come across any occurrence or brewing of any Fraud in the Company.

38. Internal Financial Controls And Its Adequacy With Respect To The Finanical Statements

The Company has in place an adequate system of internal financial control with respect to its financial statements which helps in ensuring orderly and efficient preparation of financial statements. There is timely preparation of reliable financial information so as to enable the management to take informed decisions.

39. Details Of Application Made Or Any Proceeding Pending Under The Insolvency And Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

41, Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

No one time settlement done by the Company, So there is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

42. Acknowledgment

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, Government agencies, local authorities and the immediate society for their un-stinted support and co-operation during the year.

Date: 14.08.2024	On Behalf of the Board of Directors
Place: New Delhi	For Winsome Breweries Limited

 

Rajendra Kumar Bagrodia

(Chairman cum Managing Director)

DIN: 00178250

S-521, Greater Kailash

Part II, New Delhi-110048