The Directors have pleasure in presenting herewith their Report and
the Statement of Accounts for the Financial Year ended March 31, 2008
together with the Auditors Report thereon for the said financial year.
In compliance with the requirements of Accounting Standard 21 issued by
the Institute of Chartered Accountants of India, the consolidated
financial statements of your Company are also presented herewith.
The working of your Company for the year under review resulted in:
(Rs. in Lacs)
2007- 08 2006- 07
Net Turnover 19114 13885
Add: Other Income 3315 9330
Total Income 22429 23215
Profit for the year before
Depreciation, Interest, Contingency and
Taxation. 5919 8985
Less : Depreciation 251 119
Less: Interest 1036 676
Add : Provision for taxation no
longer required, written back 1691 -
Add : Contingencies no
longer required, written back 1813 3302
Profit before Taxation 8136 11492
Taxation (including Fringe
Benefit Tax & deferred tax) 1498 3284
Profit after Taxation 6638 8208
forward from previous year 6969 24
General Reserve 200 420
Dividend 480 720
Corporate tax on Dividend 82 122
Balance carried to the Balance Sheet 12845 6969
EPS-Basic (Rs.) 13.83 17.10
Your Directors have recommended a dividend of Re.1.00 per Share to the
equity shareholders of the Company for the financial year ended March
31, 2008, subject to the approval of the shareholders at the ensuing
Annual General Meeting.
Your Company has registered a Turnover of Rs. 19114 lacs for the
financial year ended March 31, 2008. There has been an increase in
Turnover of Rs.5229 lacs compared to the Turnover of Rs.13885 lacs for
the previous financial year. The Profit after Tax of your Company
during the financial year amounted to Rs.6638 lacs compared to the
Profit after Tax of Rs.8208 lacs of the previous financial year.
During the year, your Company continued to focus on premium products
while taking a conscious decision to weed out the cheap brands thereby
enabling a healthy product mix.
In terms of a Scheme of Amalgamation (Scheme), your Company along
with Primo Distributors Private Limited, both subsidiaries of United
Spirits Limited, are proposed to be amalgamated with United Spirits
Limited with effect from April 1, 2007, being the Appointed Date. While
the Honble High Court of Kamataka at Bangalore and the Honble High
Court of Judicature at Bombay have sanctioned the Scheme, similar
sanction is awaited from the Honble High Court at Calcutta.
Mr. S.G.Ruparel and Mr. S.R. Gupte, Directors, retire by rotation at
this Annual General Meeting and being eligible offer themselves for
re-appointment as Directors, liable to retire by rotation.
Mr. Sammy D Lalla (Mr. Lalla) was appointed as the Managing Director of
the Company, without remuneration, for a period of 3 (three) years with
effect from June 14, 2005. The Board of Directors, at their Meeting
held on April 21, 2008, had re-appointed Mr. Lalla as the Managing
Director of the Company, without remuneration, for a further period of
one year from June 14, 2008 to June 13, 2009 (both days inclusive),
subject to approval of the members at the ensuing Annual General
M/s. Lodha & Co., Chartered Accountants, who hold office up to the
conclusion of this Annual General Meeting, vide their letter dated
November 20, 2008, have signified their willingness to be re-appointed
as the Statutory Auditors of the Company and have confirmed that their
re-appointment, if made, will be in accordance with the limits
specified in Section 224(1B) of the Companies Act, 1956. Your Directors
recommend their re-appointment at the ensuing Annual General Meeting.
Shaw Wallace Financial Services Limited ceased to be a wholly owned
subsidiary of your Company on account of its amalgamation with Shaw
Wallace Breweries Limited and consequent dissolution.
Shaw Wallace Breweries Limited, Ramanreti Trading & Investment Company
Limited and Shaw Wallace Overseas Limited continue to be the
Subsidiaries of your Company.
In compliance with the provisions of Section 212 of the Companies Act,
1956, copies of the Balance Sheet as at March 31, 2008, Profit & Loss
Account for the year ended on that date and Reports of the Directors
and Auditors thereon and other relevant Statements in respect of the
aforesaid Subsidiaries of your Company are attached to the Balance
Sheet of your Company as on March 31, 2008.
The Companys application for Settlement, for the Assessment Years 2004
- 2005 to 2006 - 2007, has been disposed by the Honble Settlement
Commission. The refunds receivable by the Company for the Assessment
Years 1996-97 to 2003-04 are pending and the Company has sought
adjustment of the demand arising pursuant to the Commissions order,
with these refunds.
Your Directors have taken necessary steps including resolving the
issues with the Revenue Authorities in a comprehensive manner to
protect the interest of the Company as well as its stakeholders.
The Company has not accepted any deposits from public during the year
under review. All matured deposits in respect of which duly discharged
receipts were surrendered to the Company, have already been paid in
Shifting of Registered Office
Your Directors have decided to withdraw the Application for shifting of
Registered Office of the Company from Kolkata to Mumbai filed before
the Company Law Board, Eastern Region Bench, Kolkata, in view of the
impending amalgamation of the Company with United Spirits Limited.
Necessary steps will be taken in this regard in due course.
As mentioned in the earlier Annual Reports, since July 24, 2000, the
equity shares of the Company are being compulsorily traded in
dematenalized form. It is advisable for all shareholders to have their
physical shareholding converted into demat form and avail the benefits
of holding and dealing in shares in electronic form.
As on November 28, 2008, 96.68% of the total paid up equity shares of
the Company was held by shareholders in electronic form.
Annual General Meeting
The Company has obtained from the Registrar of Companies, West Bengal,
Kolkata, extension of time upto December 31, 2008 for holding the
Annual General Meeting for the financial year ended March 31, 2008.
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings & Outgo
(a) Conservation of Energy and Technology Absorption
During the Financial Year 2007-08, a 175 KVA back pressure steam
Turbine was installed at the sole Unit of the Company Andhra Winery &
Distillery at Hyderabad, to generate own electricity to the tune of 40
% of the total electricity requirement. The Cooling
Tower was also revamped, which helped your Company to increase the
re-distillation plant output, Extra Neutral Alcohol recovery from
Rectified Spirit and distillation efficiency.
Your Company has constantly upgraded the equipment in the bottling
section like installation of an Automatic labelling machine for
bottling of White Mischief Vodka with self adhesive labels on auto
line, Air Knife Dryers on all the bottling lines before labelling, in
order to improve the productivity & quality of labelling. Material
handling system has been upgraded in the unit by introducing Fork
lifts, hand pallet trolleys & wooded pallets for movement & storage of
Finished Goods. Also replaced 2 Nos of 50 KL Mild Steel Storage Tanks
with new Stainless Steel Storage Tanks of same capacity.
(b) Foreign Exchange Earnings and Outgo
(Rs in Lacs)
No Particulars 2007-08 2006-07
1. Exports & Foreign Exchange earnings Nil Nil
2. Imports / Expenditure in
Foreign Currency 2278.77 27.90
(c) Research and Development
Your Company has not incurred any expenditure on Research and
Development during the year under review.
Particulars of Employees
Particulars of employees in terms of the provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 are attached and form an integral part of this
Directors Responsibility Statement
In terms of the amended Section 217(2AA)of the Companies Act, 1956,
your Directors state as under, in respect of the Audited Accounts of
the Company for the financial year ended March 31, 2008:
(i) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and proper explanations
relating to material departures, where required, have been dealt in the
respective Notes on Accounts;
(ii) That the Directors have selected such Accounting Policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that year;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate Accounting Records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
(iv) That the Directors have prepared the Annual Accounts on a going
The Industrial Relations scenario at the manufacturing unit remained
peaceful with no loss of production.
The Corporate Governance Report along with a Certificate of Compliance
received from the Statutory Auditors of your Company is annexed hereto
and forms part of this Annual Report.
Necessary requirements of obtaining Certification/ Declaration in terms
of Clause 49 of the Listing Agreements with the Stock Exchanges have
also been complied with.
Management Discussion & Analysis
A Report on Management Discussion & Analysis is annexed to the
Directors Report and forms part of this Annual Report.
Your Directors wish to acknowledge the co-operation, understanding and
support extended by the Central and State Governments, Local
Authorities, Employees, Shareholders, Bankers, Depositors, Creditors,
Customers, Distributors and other Stakeholders.
For and on behalf of the Board
Place : Bangalore S D Lalla C L Jain
Date : November 29,2008 Managing Director Director