DEAR MEMBERS,
Your Directors have pleasure in presenting the Thirtieth Annual Report together with
the Financial Statements of the Company for the Financial Year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
A brief overview on Stand-Alone and Consolidated Financial Performance for the
Financial Year ended March 31, 2023 is as follows:
A. STANDALONE FINANCIAL PERFORMANCE
(Rupees in Lakhs)
| Particulars |
31.03.2023 |
31.03.2022 |
|
(Audited) |
(Audited) |
| Revenue from operations |
57242.44 |
25932.49 |
| Other Income |
91.06 |
17.35 |
| Total Income |
57333.5 |
25949.84 |
| Expenses |
|
|
| Operating Expenditure |
29219.58 |
12672.06 |
| Excise Duty |
8985.90 |
4632.50 |
| Employee Benefit Expense |
1339.85 |
1145.55 |
| Depreciation and amortization expenses |
901.37 |
898.30 |
| Other Expenses |
12220.97 |
6761.74 |
| Total Expenses |
52667.67 |
26110.15 |
| Profit before finance cost and tax |
4665.83 |
-160.31 |
| Finance Cost |
908.69 |
940.28 |
| Profit before tax |
3,757.14 |
-1,100.59 |
| Tax Expenses |
1053.43 |
-3.36 |
| Share of profit/(loss) in associates |
- |
- |
| Profit before comprehensive income |
2703.71 |
-1097.23 |
| Other comprehensive incomes |
5.03 |
14.08 |
| Total Comprehensive Income for the year (PAT) |
2708.74 |
-1083.15 |
B. CONSOLIDATED FINANCIAL PERFORMANCE
(Rupees in Lakhs)
| Particulars |
31.03.2023 |
31.03.2022 |
|
(Audited) |
(Audited) |
| Revenue from operations |
149804.50 |
65620.82 |
| Other Income |
133.19 |
29.52 |
| Total Income |
149937.69 |
65650.34 |
| Expenses |
|
|
| Operating Expenditure |
48526.79 |
20737.64 |
| Excise Duty |
69136.82 |
29104.52 |
| Employee Benefit Expense |
2676.55 |
2169.85 |
| Depreciation and amortization expenses |
1701.09 |
1677.77 |
| Other Expenses |
19254.68 |
11679.38 |
| Total Expenses |
141295.93 |
65369.16 |
| Profit before finance cost and tax |
8641.76 |
281.18 |
| Finance Cost |
1596.77 |
1535.45 |
| Profit before tax |
7044.99 |
-1254.27 |
| Tax Expenses |
1014.76 |
-270.27 |
| Share of profit/(loss) in associates |
- |
- |
| Profit before comprehensive income |
6030.23 |
-984.00 |
| Other comprehensive incomes |
10.67 |
11.02 |
| Total Comprehensive Income for the year (PAT) |
6040.90 |
-972.98 |
TRANSFER TO RESERVES
The Board of the Company has decided to carry entire amount of its profit to reserves
and surplus.
DIVIDEND EQUITY SHARES
During FY 2022-23 the company declared an interim dividend @5% on its paidup equity
shares capital of the company. Your Board did not recommend any further dividend on equity
shares of the company.
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended (‘Listing Regulations'), the
Company has formulated a Dividend Distribution Policy. Policy is available on the
Company's website and can be accessed at https://www.somindia.com/pdf/sebi/
som-dividend-distribution-policy.pdf
OPERATIONS
During the year under review, on consolidated basis, your Company registered Gross
Revenue of Rs.149937.69 lacs, whereas the Profit Before Tax and Total Comprehensive Income
for the year stood at Rs.7044.99 lacs and Rs.6040.90 lacs respectively. On a standalone
basis, the Company registered Gross Revenue of Rs.57333.50 lacs, whereas the Profit Before
Tax and Total Comprehensive Income for the year stood at Rs.3757.14 lacs and Rs.2708.74
lacs, respectively.
KEY DEVELOPMENTS
The following are the key developments reported by your company –
PRODUCTS –
- Genius Prestige whiskey gains 46% market share in Karnataka segment within 3 months
of launch
- Legend Brandy and Pentagon Whisky approved for nationwide supply by Canteen Stores
Department (CSD)
EXPANSION PLANS –
- Execution of an expansion plan of a Capex outlay of Rs. 850 million for the new
canning facility at the Bhopal Plant and expanding the Brewing Facility in Hasan Plant.
- Expansion of the Odisha Plant has been completed in June 2023 at a capex outlay of
Rs. 350 million.
OPERATION –
- Highest sales ever recorded in a single month achieved by Karnataka unit in January
- Contract signed with Radico Khaitan during Q3 FY2023 to manufacture their IMFL and
Ready to Drink brands at our plant in Hassan, Karnataka, leading to improved utilization
of our IMFL facility
EFFICIENCY –
- The Bhopal plant's beer dispatch in January 2023 has doubled compared to the previous
year's corresponding period
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this Annual Report.
STATUTORY AUDITOR
M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C), was reappointed by the
Company as the Statutory Auditors in the 29th Annual General Meeting held on 27th
September, 2022 for a period of Two consecutive years in terms of the provisions of
Section 139(2) of the Companies Act, 2013 read with Rules made thereunder. Accordingly,
the Auditors hold office until the conclusion of the 31st Annual General Meeting to be
held in the year 2024.
The Statutory Auditors have submitted a certificate confirming their eligibility under
Section 139 of the Act and meet the criteria for appointment specified in Section 141 of
the Act. Further, the Company has also received a copy of Peer Review Certificate as
prescribed by the Institute of Chartered Accountant of India to the Auditors and
declaration from the Auditors that they are not disqualified for such appointment/
reappointment under the said Act.
The remuneration of M/s AKB Jain & Co., Chartered Accountants for conducting the
statutory audit of the company on a consolidated basis for FY 2022-23 was Rs.5.77 Lacs
(excluding out of pocket expenses).
AUDITOR'S REPORT
The Notes on accounts and observations of the Auditors in their Report on the Accounts
of the Company are self- explanatory.
There were no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Reports that may call for any explanation from
the Directors.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Neelesh Jain & Associates, Company Secretaries to undertake the
Secretarial Audit of the Company for the FY 2023-24. The remarks of Secretarial Auditors
were self-explanatory and the same was mentioned in the Board's Report.
The comments of Board on observations of Secretarial Auditor of the Company in their
Report for the FY 2022-23 are indicated below and the Report of the Secretarial Audit in
Form MR-3 is annexed as Annexure I. Further, in terms of Regulation 24A of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company carried
out Secretarial Audit of its material unlisted subsidiaries i.e. (a) Woodpecker
Distilleries & Breweries Private Limited and (b) Som Distilleries & Breweries
Odisha Private Limited, through M/s MM Chawla & Associates, Company Secretaries in
Practice. The reports of the secretarial audit are annexed herewith as Annexure I (A)
& Annexure I (B) respectively.
Comments by Board on observations of Secretarial Auditor:
As per Section 124(6) of the Act read with the IEPF Rules as amended, all the Shares in
respect of which dividend has remained unpaid/ unclaimed for seven consecutive years or
more are required to be transferred to IEPF Account. The Company is in process to send
notice / reminders to the concerned members and to publish notice regarding the same in
newspaper(s).
INTERNAL AUDIT
The Board of Directors had appointed Mr. Sourabh Tandon as the Internal Auditors of the
Company for the F.Y. 2023-24. Internal Financial Control & Systems of the Company has
been devised through its extensive experience that ensures control over various functions
of its business. The Company practices Quality Management System for Design, Planning,
Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory
Auditors provide means whereby any weakness, whether financial or otherwise, is identified
and rectified in time.
SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES
The Company has 2 Wholly Owned Subsidiary as on March 31, 2023. List of companies which
have been consolidated at the year-end is given in the Notes to Accounts.
During the year, the company has made further investment in 99,90,000 equity shares of
Rs.10/- each in one of its wholly owned subsidiary M/s Som Distilleries and Breweries
Odisha Private Limited. There has been no material change in the nature of the business of
the Subsidiaries. A separate statement containing the report on the performance and
financial position of each of subsidiaries is included in the consolidated financial
statements of the Company forming part of this Annual Report.
ACCOUNTS OF SUBSIDIARY COMPANIES
Pursuant to applicable Accounting Standards on Consolidated Financial Statements and
Financial Reporting issued by the ICAI and as prescribed by Securities and Exchange Board
of India (SEBI), Consolidated Financial Statements, which includes the financial
information of the subsidiaries, are enclosed and forms part of this Annual Report.
As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014, the balance sheets of the Subsidiary
Companies have not been attached to the Annual Report. However, Company is required to
attach along with its financial statements a separate statement containing the salient
features of financial statements of its subsidiaries in Form AOC-1.
Further, the Annual Accounts of the Subsidiary Companies and the related detailed
information will be made available to the shareholders of the Holding and Subsidiary
Companies seeking such information at any point of time and the Annual Accounts of the
subsidiary companies will also be kept for inspection by any member in the head office of
the holding Company and of the subsidiary companies concerned. Further, the annual
accounts for the FY 2022-23 of all the subsidiary companies are available on the website
of the Company i.e., www.somindia.com.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility and
Sustainability Reporting is annexed as Annexure II and forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board, upon the recommendation of the CSR Committee, has adopted CSR Policy and
initiated its implementation. The CSR Policy is available on the Company's website
www.somindia.com.
The details pertaining to composition of CSR Committee are included in the Corporate
Governance Report, which forms part of this Annual Report. The Annual Report on CSR
activities is annexed as Annexure III.
POLICY ON SEXUAL HARASSMENT
The Company has Internal Complaints Committee (ICC) with Ms. Anamma Bosco as (Presiding
Officer), Mr. Nakul Sethi (Member), Mr. Rajesh Dubey (Member), Ms. Madhuri Goel a member
from an NGO, in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under
the Policy. There was no complaint received from any employee during the FY 2022-23 and
hence no complaint is outstanding as on March 31, 2023 for redressal.
Board of Directors & Key Managerial Personnel (KMPs)
In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr.
Nakul Kam Sethi (DIN: 06512548), Wholetime Director of the Company retires by rotation at
the ensuing Annual General Meeting ("AGM") of the Company and being eligible,
offers himself for re-appointment. The Board on the recommendation of the Nomination &
Remuneration Committee ("NRC") has recommended his re-appointment in the ensuing
AGM.
During the period under review the Board of Directors of the Company (‘the Board')
on the recommendation of the Nomination & Remuneration Committee (‘NRC'), at the
meeting held on November 18, 2022, approved the continuation of appointment of Mr. Uma
Kant Samal (DIN: 08669929) as Independent Director of the Company on attaining the age of
seventy-five years for the remaining term of his appointment i.e. upto April 19, 2025. The
shareholders have approved the same at their meeting held on December 27, 2022. Further,
Mr. Rajesh Kumar (DIN: 08732528) was appointed as Additional Director (Non-Executive
& Independent) w.e.f. December 9, 2022 on the Board of the Company and regularized by
Shareholders as Director (Non-Executive & Independent) at the Extra Ordinary General
Meeting of the company held on March 7, 2023.
Later, Mr. Rajesh Kumar (DIN: 08732528), Non-executive & Independent Director has
Resigned from the Board of the Company w.e.f. April 14, 2023. The Board appreciated Mr.
Kumar's valuable contribution during his tenure as Independent Director of the Company and
noted the content of his resignation letter that there was no material reason for his
resignation.
The term of appointment of Mr. Nakul Kam Sethi, as Wholetime Director (DIN: 06512548)
was expiring on June 1, 2023. The Board of Directors on the recommendation of the
Nomination and Remuneration Committee ("NRC") of the Company at their Meeting
held on April 27, 2023, considering the performance evaluation, given his background and
experience and contributions made by him during his tenure, the continued association of
Mr. Nakul Kam Sethi would be beneficial to the Company and it is desirable to continue to
avail his services as Wholetime Director, approved the re-appointment of Mr. Nakul Kam
Sethi, as Wholetime Director (DIN: 06512548) of the Company for a period of 5 years with
effect from June 1, 2023. Mr. Sethi's reappointment was approved by the Shareholders at
the Extra Ordinary General Meeting of the company held on August 5, 2023.
The term of appointment of Mr. Satpal Kumar Arora (DIN: 00061420) was expiring on
October 13, 2023. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC") of the Company at their Meeting held on September
5, 2023, considering the performance evaluation, given his background and experience and
contributions made by him during his tenure, the continued association of Mr. Satpal Kumar
Arora would be beneficial to the Company and it is desirable to continue to avail his
services as Independent Director, approved the re-appointment of Mr. Satpal Kumar Arora,
as Independent Director of the Company for a further period of 5 years with effect from
October 13, 2023 and recommend Mr. Arora's reappointment for approval of the Shareholders
at the ensuing Annual General Meeting of the company.
Details of Mr. Nakul Kam Sethi (DIN: 06512548) and Mr. Satpal Kumar Arora (DIN:
00061420) are provided in the explanatory statement to the AGM Notice, in accordance with
the provisions of (i) Listing Regulations and (ii) Secretarial Standard on General
Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.
Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the
Listing Regulations, the Independent Directors have provided a declaration to the Board of
Directors that they meet the criteria of Independence as prescribed in the Companies Act,
2013 and the Listing Regulations, and are not aware of any situation which exists or may
be reasonably anticipated that could impair or impact their ability to discharge duties as
an Independent Director with an objective independent judgement and without any external
influence. Further, veracity of the above declarations has been assessed by the Board, in
accordance with Regulation 25(9) of the Listing Regulations.
Further, declaration in compliance with Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs
("MCA") Notification dated October 22, 2019, regarding the requirement relating
to enrolment in the Data Bank created by MCA for Independent Directors, has been received
from all the Independent Directors.
The Company has formulated a policy on ‘familiarisation programme for independent
directors' which is available on the Company's website at the link
https://www.somindia.com/pdf/sebi/SOM-Familiarization-Programme-for-Independent-Directors.pdf
Brief resume of the Director(s) recommended for approval of appointment/re-appointment
at the 30th AGM of the Company and nature of expertise in specific functional areas and
names of the Companies in which he/she holds Directorship and Membership/ Chairmanship of
Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are provided in the Corporate Governance Report which
forms part of the Annual Report.
BOARD AND ITS COMMITTEES
The Board, as on March 31, 2023 comprises 7 Members - 2 Executive Directors and 5
Non-executive Directors, of which 5 are Independent Directors. During the period under
review, your directors met eight times. The maximum time-gap between any two consecutive
meetings was within the period prescribed under the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Details of number of meetings of Board and various Committees attended during the
year by each Director/ Member is disclosed in the Corporate Governance Report forming part
of this Annual Report.
The Board, as on March 31, 2023 has six Committees namely, Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder
Relationship Committee, Risk Management Committee and Executive Legal and Borrowing
Committee.
A detailed note on the composition of the Board, Committees including meetings,
attendance thereat is provided in the Corporate Governance Report which forms part of this
Annual Report.
Mr. J.K. Arora, is the Chairman and Managing Director, Mr. Nakul Kam Sethi is the Whole
time Director, Mr. Rajesh Kumar Dubey is the Chief Financial Officer and Mr. Om Prakash
Singh is the Company Secretary & Compliance Officer of the Company.
RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE AND RIGHTS ISSUE
The company was in requirement of funds for working capital for this purpose the
company came up with a preferential issue of convertible equity warrants of approx.
Rs.27.20 crore and a rights issue of equity shares of approx. Rs.49 crores during the
year.
CHANGE IN NAME OF THE COMPANY
On the recommendation by the Board, the shareholders of the company in the
Extra-Ordinary General Meeting held on December 27, 2022, has approved the change of name
of the Company from ‘Som Distilleries & Breweries Limited' to ‘Som
Distilleries Breweries and Wineries Limited'. The Certificate w.r.t. change of Name is
awaited from the concerned ROC. The company is following up for the same and till such
time the Fresh COI is received, the company will continue with its existing name.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on January 24th, 2023, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI
The Board confirms that, during the period under review, the Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) as amended from time to time.
DECLARATION BY INDEPENDENT DIRECTORS
As per the requirement of section 134(3)(d) of the Companies Act, 2013, the Company is
required to attach the statement on declaration given by the Independent Directors under
Section 149(6) with the Report. Your Company has received the said declaration from all
the Independent Directors.
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 that:
a. In the preparation of the annual accounts for the Financial Year ended March 31,
2023, the applicable Accounting Standards have been followed and there are no material
departures;
b. The Directors had 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 on March 31, 2023 and of the profit of
the Company for the year ended on that date;
c. 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; and
d. The Directors had prepared the financial statements of the Company for the Financial
Year ended March 31, 2023 on a ‘going concern' basis.
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
As required by the provisions of Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the
Employees are set out in Annexure IV.
DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN SCHEME 2020
The Company has "SOM Employees Stock Option Plan Scheme 2020" ("SOM
ESOP-2020"). The Board on the recommendation of NRC modified the SOM ESOP-2020 scheme
and the shareholders approved the same at their Meeting (EGM) held on April 8, 2021 to
extend the benefits of the SOM ESOP-2020 scheme for the benefit of permanent Employees
and/ or Directors of the Company and/or subsidiary company(ies), as may be permissible
under the SEBI Regulations.
The Company did not issue/grant any options under "SOM ESOP-2020 scheme"
during the year under review.
Accordingly, there are no outstanding options under SOM ESOP-2020 as on March 31, 2023.
Accordingly, no disclosures in terms of Companies (Share Capital and Debenture) Rules,
2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 is required.
Further the Company has received the in-principle approval from the stock exchanges for
the for implementation of SOM ESOP-2020 scheme in terms of the amended regulations.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY/ ABSORPTION/ FOREIGN
EXCHANGE EARNING AND OUTGO
The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read
with Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research &
Development, Technology Absorption is set out in Annexure V.
INVESTOR RELATIONS
As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and
Exchange Board of India, Company is timely redressing the Investor Complaints through the
SEBI complaints Redress System (SCORES). As a part of compliance, the Company has a
Stakeholder Relationship Committee to redress the issues relating to investors. It
consists of four Members namely Mr. Satpal Kumar Arora, Chairperson, Mr. Deena Nath Singh,
Ms. Nishi Arora and Mr. Nakul Kam Sethi, as Members.
The details of this Committee are provided in the Corporate Governance Report forming
part of the Annual Report.
LISTING
The equity shares are listed on the BSE Ltd (Bombay Stock Exchange) and the National
Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals
and therefore, shareholders/ investors are not facing any difficulty in trading the shares
of the Company from any part of the Country. The Company has paid annual listing fees for
FY 2022-23 and FY 2023-24 to BSE and NSE and annual custody fees to National Securities
Depository Limited and Central Depository Services (India) Limited.
CORPORATE GOVERNANCE REPORT
The Directors adhere to the requirements set out by the Securities and Exchange Board
of India's Corporate Governance practices and have implemented all the stipulations
prescribed. Secretarial compliances, reporting, intimations etc. Under the Companies Act,
2013, listing agreement(s) and other applicable laws, rules and regulations are noted in
the Board/ Committee Meetings from time to time. The Company has implemented several best
corporate governance practices as prevalent globally.
The Corporate Governance Report as stipulated under Regulation 34(3) and other
applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Report.
CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES
The requisite Certificate from the Company secretary in practice, M/s N.K. Jain &
Associates, Company Secretaries, confirming compliance with the conditions of Corporate
Governance as stipulated under Regulation 34(3) and 53(f) read with Part E of Schedule V
of the aforesaid Regulations, forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on the Company's
website and can be accessed at the Company's website under the weblink
https://www.somindia.com
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts/ arrangements/ transaction entered into by the Company during the
financial year with related parties were in the ordinary course of business and on arm's
length basis.
During the year, the Company had not entered into any contract/ arrangement/
transaction with the related parties which could be considered material in accordance with
the Policy of the Company on materiality of related party transactions. The RPT Policy is
available on the Company's website under the weblink https://www.somindia. com. Your
Directors draw attention of the Members to Note no. 43 of the financial statements which
set out related party disclosure.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The company has complied with the provisions of Section 186 of the Companies Act, 2013
in relation to loans, investments and guarantees given by the Company during the year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The details of the same are provided in Corporate Governance Report forming part of the
Annual Report.
PERFORMANCE EVALUATION
SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of Directors on various parameters.
Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board on its own performance and that of its Committees, Chairman of the Board and
Individual Directors. Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent Directors shall be done by the entire Board of Directors,
excluding the Directors being evaluated.
The Company has adopted adequate Policy for the evaluation of its Director including
independent Director and for the evaluation of the performance of Board and its Committee;
the above referred evaluation has been made in accordance with the stated Policy which is
available on the website of the Company under the weblink https:// www.somindia.com
DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19 of
SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Board of
Directors on the recommendation of Nomination and Remuneration Committee has framed a
Policy for the appointment of Directors and Senior Management and their remuneration which
is available on the website of the Company under the weblink https://www.somindia.com.
The details pertaining to composition of Nomination and Remuneration Committee are
included in the Corporate Governance Report, which forms part of this Annual Report.
RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy which is aimed at creating and
protecting shareholders value by minimizing threats and losses and identifying and
maximizing opportunities. Your Directors periodically review the risks associated with the
business or threaten the prospect of the Company. The Risk Management Policy is available
on the website of the Company under the weblink https:// www.somindia.com.
WHISTLE BLOWER POLICY
The Company has a vigil mechanism named as Whistle Blower Policy of the Company, an
avenue to raise concern and access in good faith the Chairman of the Audit Committee which
provide for adequate safeguard against victimization of person. The Policy on Whistle
Blower Policy is available on the website of the Company under the weblink
https://www.somindia.com.
CREDIT RATING
The company's long-term bank loan ratings have been upgraded from BBB to BBB+ by ICRA.
Similarly, the company's short-term rating has been upgraded to A2 from A3+. This upgrade
reflects the company's continued commitment to financial strength, stability, and
strategic growth. The rating upgrade is a testament to the company's strong position
within the industry and its ability to navigate evolving market dynamics successfully.
The Company has the following latest rating assigned by ICRA on banking facilities.
| Long Term Rating |
[ICRA]BBB+ (pronounced ICRA triple B) with a Stable outlook |
| Short Term Rating |
[ICRA]A2; (pronounced ICRA A Two) |
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for assistance and
co-operation received from the vendors and stakeholders including financial institutions,
banks, Central & State Government Authorities, other business associates, who have
extended their valuable sustained support and encouragement during the year under review.
The relationship with the employees remained cordial during the year. Your Directors
are thankful to the shareholders and customers for their continued patronage. Your
Directors wish to place on record their appreciation for solidarity, cooperation and
support of employees and all stakeholders.
CAUTIONARY STATEMENT
Statement made in the Annual Report, including those stated under the caption
"Management Discussion and Analysis" describing the Company's plans, executions,
achievements, projections and expectations may include approximations and may constitute
"forward looking statement" within the meaning of applicable laws and
regulations. Actual results may differ materially from those either expressed or implied.
| Place: Bhopal |
For and on behalf of the Board |
| Date: September 5, 2023 |
FOR SOM DISTILLERIES AND BREWERIES LIMITED |
Sd/-
J.K. ARORA
CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00224633)
|