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United Spirits

BSE: 532432|NSE: MCDOWELL-N|ISIN: INE854D01024|SECTOR: Breweries & Distilleries
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Directors Report Year End : Mar '19    Mar 18

REPORT OF THE DIRECTORS

Dear Members,

Your Directors are pleased to present the 20* Report of Directors of your Company and the audited financial statements for the year ended March 31,2019.

INR in Million

Particulars

Standalone

Consolidated

2018-19

2017-18

2018-19

2017-18

The working of your Company for the year under review resulted in

Revenue from operations

2,85,123

2,60,691

288725

2,65,559

Profit / Loss from operations

11,626

9,664

12,256

11,486

Exceptional and other non-recurring

(267)

90

(26)

445

Less:

Depreciation

1,445

1,351

2,147

1,923

Taxation (including deferred tax)

3,328

2,786

3,281

2,599

Profit / (Loss) after tax

6,586

5,617

6,836*

6519*

Profit B/F from previous year

(34,624)

(40,324)

(38,802)

(45,248)

Impact of Change in Revenue Recognition policy on adoption of IND AS115

(368)

(368)

Reinstated Profit B/F from previous year

(34,992)

(40,324)

(39,170)

(45,248)

Minority Interest appropriation

-

-

166

(181)

Foreign Currency Translation Reserve Considered separately

-

-

(20)

71

Total Comprehensive Income

10

83

28

17

Transfer between reserves -

Profit /(Loss) available for appropriation

(28,396)

(34,624)

(32,159)

(38,802)

Your Directors have made the following appropriations:

General Reserve

NIL

NIL

NIL

NIL

Dividend paid in respect to previous years

NIL

NIL

NIL

NIL

Proposed dividend

NIL

NIL

NIL

NIL

Balance carried to the Balance sheet

(28,396)

(34,624)

(32,159)

(38,802)

EPS-Basic & Diluted (Rupees)

9.06

7.73**

9.87

8.94**

Balance carried to the Balance sheet

(34,624)

(40,324)

(38,802)

(45,248)

EPS-Basic & Diluted (Rupees)

38.65

11.69

44.68

7.06

* Excluding minority interest.

** EPS has been revised considering the effect of Share Split.

*- As can be seen from the above table, the revenue from operations increased by 9.37% during the year on standalone basis and 8.72% on consolidated basis. Profit after tax has also improved during the year by 17.25% on standalone basis and 4.86% on consolidated basis. The challenges which the company faced during the year and the environment in which the company operates have been detailed in Management Discussion and Analysis Report which is forming part of this Report.

1. Performance of the Company

During the year under review, your Company has achieved a sales volume of about 81.6 million cases, and this resulted in a growth of 4.0% compared to prior period. After adjusting for the franchise model changes in Popular segment, underlying volume grew 5.4% compared to prior period. Net sales/income from operations of your Company grew 9.9% in the financial year ended March 31, 2019 and stood at INR 89,806 million net of duties and taxes (previous year INR 81,701 million). Adjusted for the franchise model changes. Net sales/income from operations grew 10.5% for the year. Sales volume of the Company''s brands in the ''Prestige and Above'' segment grew 11.8% in the financial year ended March 31, 2019 and stood at 41.6 million cases (previous year 37.2 million cases). Net sales of the ''Prestige and Above''segment grew 15.2% and stood at INR 59,095 million net of duties and taxes (previous year INR 51,276 million). The ''Prestige and Above'' segment represented 71% of total net sales and 50.9% of total sale volume during the year.

2. Subsidiary Companies

In accordance with section 129(3) of the Companies Act, 2013, (''Companies Act) a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as Annexure -1 to this report.

3. Board''s Responses to Observations, Qualifications and Adverse Remarks in Auditor''s Report

The Statutory Auditors have given unqualified opinion on the Financial Statements for the year ended March 31, 2019 and hence this is not applicable.

The Secretarial Auditor has given an unqualified opinion in the Secretarial Audit Report for the year ended March 31, 2019, and the Secretarial Audit Report is annexed as Annexure - 3.

4. Material Changes and Commitments/Events Subsequent to the date of the Financial Statements

During the year, the company has sub-divided 548,000,000 equity shares of face value of Rs 10/- per equity share into 2,740,000,000 equity share of Rs 2/- per equity share and also 1,200,000 preference shares of face value of Rs 100/-per preference share into 12,000,000 preference shares of Rs 10/- per preference share of the company. There are no other material changes and commitments/Events subsequent to the date of the Financial Statements.

5. Change in nature of Business, if any

The details of change in nature of business are provided under Management Discussion and Analysis Report and the Report on Risk Management forming part of this Annual Report.

6. Dividend

In view of the accumulated losses of the preceding years, your directors could not recommend any dividend. No amount is proposed to be carried to reserves.

7. Capital

The total authorized share capital of your Company remains unchanged however the Face Value of 548,000,000 equity shares of Rs 10/- per share have been sub-divided into 2,740,000,000 equity shares of Rs 2/- each and brought uniformity between two classes of preference shares resulting in 171,200,000 Preference Shares of Rs 10/-each.

8. Details of Subsidiary Companies, Joint Ventures and Associate Companies and their Financial Position

Your Company currently has 17 subsidiary companies and one Associate Company. During the financial year, the entire stake of the company in one of the subsidiary viz.. Four Seasons Wines Limited was divested on January 16, 2019. On June 25, 2018, the Company subscribed to 4,567,568 equity shares of Hip Bar Private Limited (Hip Bar), constituting 26% of the paid-up equity share capital of Hip Bar . The information required under the first proviso to section 129(3) of the Companies Act, 2013 is given in form AOC- 1 in Annexure - 1. The Company''s policy for determining material subsidiaries is available at Company''s website www.diageoindia.com.

Performance of Associates, Subsidiaries and Joint Ventures and their contribution to overall performance of the Company is covered as part of the Consolidated Financial statements and in form AOC-1 in Annexure -1, annexed and forming part of this Annual Report.

In accordance with the third proviso to section 136(1) of the Companies Act, 2013 the annual report and financial statements of each of the subsidiary companies have also been placed on the website of the Company www. diageoindia.com

9. Prospects/Outlook

The details about prospects/outlook of your Company are provided under the Management Discussion and Analysis Report forming part of this Annual Report.

10. Depository System

The trading in the equity shares of your Company is under compulsory dematerialisation mode. As on March 31, 2019, equity shares representing 99.23% of the equity share capital are in dematerialised form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail the facility of dematerialisation of the Company''s shares. Moreover, transfer of shares of the company by physical means has been barred from April 01, 2019 pursuant to SEBI''s Notification dated 3rd December, 2018.

11. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors.

A. Appointment, change in designation and resignation

Details on appointments, changes in designation, resignation of Directors, key managerial personnel, and Committees of Directors as well as on Board and Committee meetings of your Company and the matters required to be specified pursuant to sections 134, 177 and 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations) are provided in the Corporate Governance Report that is annexed to and forming part of this Annual Report.

B. Re-appointment

As per the provisions of the Companies Act, 2013, Mr Vinod Rao retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment.

Members may please note that Mr Vinod Rao, who is a nominee of Relay BV, was appointed as a Director at the 17th Annual General Meeting (AGM).

A brief profile of Mr Vinod Rao is provided as an Annexure to the Notice convening 20th AGM.

Mr. Anand Kripalu was appointed as Managing Director and Chief Executive Officer effective August 14, 2014 for a period of five years which is ending on August 13, 2019. Nomination and Remuneration Committee and Board of Directors have approved his re-appointment for a further period of three years effective August 14, 2019 to August 13, 2022 which is subject to the approval of the members at the 20th Annual General Meeting

Re-Appointment of Independent Directors

On the recommendation of the Nomination and Remuneration Committee (NRC) and apporoval by the Board of Directors, following Independent Directors will be re-appointed as Independent Directors. The first term of the following independent directors are ending on the following dates:

Dr (Mrs) Indu Shahani - September 29,2019 • Mr. DSivanandan-September 29,2019 Mr. Rajeev Gupta - December 22,2019 Mr. Mahendra Kumar Sharma - March 31,2020.

It is being proposed to re-appoint the aforesaid independent directors for a second term of five years, which are as follows:

a. Dr (Mrs.). Indu Shahani be and is hereby re-appointed as an Independent Director of the Company for a period of 5 years with effect from September 30, 2019 to September 29, 2024 subject to approval of the Members at the ensuing general meeting.

b. Mr. D Sivanandan be and is hereby re-appointed as an Independent Director of the Company for a period of 5 years with effect from September 30, 2019 to September 29, 2024 subject to approval of the Members at the ensuing general meeting.

c. Mr. Rajeev Gupta be and is hereby re-appointed as an Independent Director of the Company for a period of 5 years with effect from December 23, 2019 to December 22, 2024 subject to approval of the Members at the ensuing general meeting.

d. Mr. Mahendra Kumar Sharma be and is hereby re-appointed as an Independent Director of the Company for a period of 5 years with effect from April 01,2020 to March 31,2025 subject to approval of the Members at the ensuing general meeting.

C. Independent Directors and Nominee Directors

Your Company did not appoint any new Independent Director or Nominee Director in the Financial Year 2018-2019. Criteria for selection of Independent Directors include skills, expertise of the Director, qualifications, experience and domain knowledge. Independent Directors are also expected to have the following skills, expertise and competencies:

i. Bringing objectivity and independence to board discussions and to provide essential leadership to the Company''s strategy, performance, risk management as well as ensuring high standards of financial probity and corporate governance.

ii. Fulfil the role and duties including the ones assigned by the Board from time to time and as stated in Schedule IV of the Companies Act, 2013

Executive Director

Your company did not appoint any new Executive Director for the Company for the year 2018-19.

D. Independent Directors

Independent Directors have given a declaration pursuant to sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfill the conditions specified in SEBI (LODR) Regulations and are independent of the management.

E. Number of Meetings of the Board

The details of the Board Meetings and other Committee Meetings held during the financial Year 2018-19 are stated in the Corporate Governance Report which forms part of this Annual Report.

F. Board Committees

The Company has setup the following committees of the Board:

Audit and Risk Management Committee

Nomination and Remuneration Committee

Stakeholders Relationship and General

Committee

Corporate Social Responsibility Committee.

The composition of each of the above Committees, their respective roles and responsibilities are provided in the Corporate Governance Report which forms part of this Annual Report.

G. Recommendations of the Audit and Risk Management Committee and other Committees All the recommendations of the Audit and

Risk Management Committee and of the other Committees from time to time were accepted by the Board.

H. Details of remuneration to Directors

As required under Section 197(12) of the Companies Act, 2013 information relating to remuneration paid to Directors during the financial year 2018-19 is provided in the Corporate Governance Report and in form MGT 9, that is annexed to and forming part of this Annual Report as Annexure-4.

As stated in the Corporate Governance Report, sitting fees are paid to Independent Directors for attending Board/Committee meetings. They are also entitled to reimbursement of actual travel expenses, boarding and lodging, conveyance and incidental expenses incurred in attending such meetings in accordance with the travel policy for Directors. In addition, the Independent Directors are also eligible for commission every year as may be recommended by the Nomination and Remuneration Committee and approved by the Board within the overall limit of higher of Rs 4 Crores or 1% of the net profits of the Company calculated in accordance with Section 198 of the Companies Act, 2013, whichever is higher, as approved by the shareholders at the AGM held on September 30, 2014 and Postal Ballot Resolution effective January 18, 2019. Criteria for payment of remuneration to Independent Directors are as given below:

1. Membership of Committees

2. Chairmanship of the Committees/Board

3. Benchmarking with other companies

Pursuant to the provisions of the Companies Act, 2013, the Commission payable by the Company to the Independent Directors for the FY 2018-19 is INR 20 Million.

The criteria for payment of remuneration to executive directors is determined by the Nomination and Remuneration Committee which includes various criteria including performance criteria.

I. Board Evaluation Criteria

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations,

the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the Committees of the Board. The evaluation process considered the effectiveness of the Board and the committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors was based on the time spent by each of the Board Members, their core competencies, expertise and contribution to the effectiveness and functioning of the Board and its Committees which was carried out through a peer feedback mechanism.

The Board and the Nomination and Remuneration Committee identified certain aspects and areas to make the Board''s functioning even better. The Board also reviewed the achievements during the year against those observations arising from the evaluation in earlier years.

J. Vigil Mechanism

Your Company has a well-established vigil mechanism named as ''SpeakUp'' in place, which is overseen by the compliance & ethics team.''SpeakUp''is a confidential service available to employees and others to make a report of any breach of the code, policies or applicable laws. ''SpeakUp'' is managed by an external agency with staff who are trained to deal with the calls and translators who are immediately available to assist if required. The details of establishment of Speak Up is disclosed in the website of the Company www. diageo.com. Access to the Chairman of the Audit Committee is provided in appropriate/exceptional cases, as required under the Companies Act, 2013 and the SEBI (LODR) Regulations. All complaints are investigated by the compliance and ethics team and appropriate action taken in accordance with your Company''s policies.

K. Related Party Transactions

The Company''s policy on dealing with related party transactions was adopted by the Board on June 15, 2015 and further amended from time to time last one being on January 23, 2019 effective April 01, 2019.

This policy has been amended from time to time and is available on the Company''s website www.diageoindia. com.

All related party transactions that were entered into during the financial year, were at arm''s length basis and were in the ordinary course of business. There are no material significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons which may have a conflict of interest with the Company at large.

The details of related party transactions required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same is enclosed as Annexure - 2.

L. Meeting amongst Independent Directors

The Independent Directors met amongst themselves without the presence of any other persons on May 24, 2018 and July 23,2018 respectively.

12. Auditors

Financial Audit

M/s. Price Waterhouse & Co. Chartered Accountants LLP (FRN 304026E/E-300009) Statutory Auditors of your Company, were appointed as Auditors of your Company from the conclusion of the 17th AGM for a period of 5 years. Since the appointment is not subject to ratification of the appointment by the members at every AGM, no resolution is proposed at this AGM pursuant to the provisions of Companies (Amendment) Act, 2017. Fees paid to the statutory auditors and their network of firms/ entities in India during the year by the Company and its subsidiaries are as follows;

By United Spirits Limited - Rs 49 Million

By the subsidiaries of United Spirits Limited - Rs 5 Million

Further details on fees to statutory auditors are disclosed in the Standalone and Consolidated Financial Statements.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Secretarial Audit has been carried out by Mr Sudhir V Hulyalkar, Practicing Company Secretary (PCS: 6040 [CP No. 6137]) and his report is annexed as Annexure - 3.

In addition, the company has also obtained Secretarial Compliance Report for the year ended March 31,2019 in terms of the SEBI Circular issued on February 08,2019.The said report has been submitted to the stock exchanges and is also available on the Company''s website viz., www.diageoindia.com.

Cost Audit

The Company is not covered by the requirement of maintenance of cost records, as specified under subsection (1) of Section 148 of the Companies Act, 2013.

13. Listing of Shares of the Company

The equity shares of your Company continue to be listed with the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). No Listing fees are due as on date.

14. Corporate Governance

A Corporate Governance Report is annexed separately as part of this report.

15. Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed separately as part of this report.

16. Fixed Deposits

As reported in the previous year''s annual report, your Company discontinued accepting fixed deposits from the public and shareholders effective January 1, 2014. In addition, pursuant to section 74(1)(b) of the Companies Act, 2013 the Board of Directors at their meeting held on August 1, 2014 decided to repay all fixed deposits maturing on or after March 31, 2015 by March 31, 2015 by paying additional interest of 1% per annum on those fixed deposits before the maturity date pursuant to the contract entered into with the Fixed Deposit holders. Fixed Deposits from the public and shareholders which remained unclaimed and for which no discharge certificates were received from the depositors as on March 31, 2019 stood at Rs 67,59,000. This amount was transferred into a separate non-interest bearing escrow account opened specifically for the purpose of re-payment, has been re-paid consistent with the provisions of the Companies Act, 2013 and the rules made thereunder. Of this amount, a sum of Rs 6,13,000 (as of May 29, 2019) has since been paid as per instructions received after the year end. The balance unclaimed fixed deposits continue to remain in the escrow account as on May 29, 2019.

17. Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is annexed as Annexure-4.

18. Transfer to Investor Education and Protection Fund (IEPF)

The details of unclaimed/unpaid Dividends and Fixed Deposits which have not been transferred to the IEPF account as the period of seven years have not been completed is given below pursuant to the provisions of the Companies Act, 2013 and the applicable Rules there under.

Dividend:

Financial Year For which the divided is declared

No. of Members who have not claimed their dividend

Unclaimed dividend as on March 31, 2019 (Amount in INR)

Unclaimed dividend as % to total dividend

Date of declaration

Last date for claiming the dividend prior to its transfer to IEPF

2011-12

16,215

3,056,067.50

0.93

25-Sep-2012

14-Nov-2019

2012-13

10,866

2,214,265.00

0.61

24-Sep-2013

15-Sep-2020

The Company has not declared any dividend from financial year 2013-14 onwards. Hence, the aforesaid details do not include unpaid dividends from financial year 2013-14 onwards.

The number of Unclaimed equity shares transferred during the year ended March 31, 2019 to Investor Education and Protection Fund pursuant to section 124(6) of the Companies Act, 2013 is 580975.

Fixed Deposits:

1.

Accepted during the year

NIL

2.

Remained unpaid or unclaimed as at the end of the year

Rs 67,59,000

3.

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

NIL

4.

The Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

Not Applicable

Necessary compliance under Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, has been ensured.

19. Human Resources

Employee relations remained cordial at all the locations of the Company. Particulars of employees drawing an aggregate remuneration of Rs 1,02,00,000/- or above per annum or Rs 8,50,000/- or above per month, as well as additional information on employee remuneration as required under the provisions of rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is annexed as part of this report in Annexure - 5 hereto.

20. Employees Stock Option Scheme

Your Company has not offered any stock options to its employees during the year 2018-19.

21. Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are detailed in Notes to the financial statements, which are as follows:

Note 4 is relating to investments. Note 5 is relating to loans given as per the standalone financial statements for the year ended March 31,2019 include these disclosures.The Company has not given any guarantee to any company as on March 31,2019.

22. Risk Management

Details on Risk Management are annexed as part of this report in Annexure - 6 hereto. The Company has not done any commodity hedging.

23. Internal Financial Controls

Please refer to note no 48 of Standalone financial Statements and Note no 50 of Consolidated Financial Statements for the year ended March 31, 2019. During the year Controls, Compliance & Ethics (CC&E) team have commenced implementation of a detailed plan agreed with the Executive Committee of the Company, to reinforce the code of business conduct and to further embed compliance across the business. The CC&E team also undertook comprehensive review of existing controls (Sox & non-Sox controls) & added additional attributes in the existing controls. The same has been shared with the statutory auditors who have confirmed that they are aligned with the same. The controls with additional attributes have been tested both by Management tester (Deloitte) and by the Statutory auditors in March 19 for its effectiveness. The Board after considering the materials placed before it, reviewed the confirmation received from external parties and reviewing the effectiveness of the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to Company''s policy, safeguarding its assets, prevention and detection of frauds and errors and completeness of accounting records and timely preparation of financial statements, the Board has satisfied itself that the Company has laid down internal financial controls which are commensurate with size of the company and that such internal financial controls are broadly adequate and are operating effectively. The certification by the auditors on internal financial control forms part of the audit report. A statement to this effect is also appearing in the Directors ''Responsibility Statement.

24. Corporate Social Responsibility

Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report that forms part of this Annual Report. Furthermore.as required by section 135 of the Companies Act, 2013 and the rules made thereunder, additional information on the policy and implementation of CSR activities by your Company during the year are provided in Annexure - 7 to this report. Business Responsibility Report under Regulation 34(2) of the SEBI (LODR) Regulations has been enclosed as Annexure - 9 and also uploaded on to the Company''s website www.diageoindia.com.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure - 8 to this report.

26. Details of Significant and Material Orders Passed by the Regulators or Courts Impacting the Going Concern Status and Company''s Operations in Future pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014

The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Company''s going concern status or the Company''s operations in future. The Management Discussion and Analysis Report read with the report on Risk Management contains impact on the business due to regulatory changes. The details of notices received from regulatory authorities and related matters have been disclosed as part of Note No. 45 to the Audited Standalone Financial statements for the year ended March 31,2019 and as Note No. 47 of the Consolidated Financial Statements for the year ended March 31,2019.

27. Disclosure as required Under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has implemented a prevention of sexual harassment policy and constituted an internal complaints committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA). An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and on-going training is provided to employees in compliance with the requirements of SHWWA. During the financial year 2018-19 one complaint was received and resolved.

28. Highlights of performance of subsidiaries, associates and joint venture companies of the Company

The highlights of performance of subsidiaries, associates and joint venture companies of the Company and their contribution to the overall performance of the Company is covered as part of the Consolidated Financial Statement and form AOC-1 annexed as part of this report. Out of 17 subsidiary companies and 1 associate company, 15 subsidiary companies are non-operative companies.

29. Directors'' Responsibility Statement

Pursuant to section 134 (5) of the Companies Act, 2013 in relation to financial statements (together with the notes to such financial statements) for the year 2018-19, the Board of Directors report that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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/loss of the Company for that period;

(iii) 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;

(iv) the Directors have prepared the financial statements on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company commensurate with the size and nature of its business and the complexity of its operations and that such internal financial controls are adequate and are operating effectively.

(vi) the Company has a system of securing reports of statutory compliances periodically from the units and has implemented an automated process having comprehensive systems to ensure compliance with the provisions of all applicable laws which is adequate and is operating effectively.

Your Directors place on record their sincere appreciation for the continued support from the shareholders, customers, suppliers, government, banks and financial institutions and other business associates.

A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

By Order of the Board

Anand Kripalu

Mahendra Kumar Sharma

MD & CEO

Chairman

Bengaluru

May 29, 2019

Source : Dion Global Solutions Limited
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