Hindustan Breweries & Bottling Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

The Directors have pleasure in presenting the 40th Annual Report and the audited accounts for the financial year ended 31st March, 2011

(Rs. In lakhs) FINANCIAL RESULTS: 2010-2011 2009-2010

Sales. 5013.94 4535.54

Profit before Interest & Depreciation 164.37 86.42

Less: Interest 0.28 8.58

Less: Depreciation 107.45 107.53

Profit after Depreciation 56.37 (29.69)

Less: Provision for Tax (MVAT) - -

Less: Provision for Tax (FBT) -

Short provision for Income Tax in respect of earlier years 18.63 -

Profit after Tax 38.01 (29.69)

Add : Loss brought forward from the last year (966.92) (937.23)

Balance carried to Balance Sheet (928.91) (966.92)

AUDITOR'S REMARK

The observation regarding non-provision of gratuity and leave encashment, it is informed that they are provided in the Books in the year in which it is paid.

The observation regarding the non-provision of Managing Director's remuneration, the company has received approval from Central Government on 6th July 2003 subject to consent from bank. The company has made full payment to Bank of Baroda now such content is nor required and accordingly the company will make payment from 2011-12

All other remarks made by Auditors in their Report and noted are self-explanatory and will be suitably dealt with.

BIFR

In term of annexed account net worth of the company had been completely eroded and the company continues to be a Sick Industrial Company within the meaning of clause (O) of sub. Section (1) of Section 3 of the Sick Industrial Company (Special Provision) Act 1986 and the company is already registered with BIFR on 29.09.2003. BIFR has declared company vide there order dated 18.04.2006 however Company has filed an appeal against BIFR order as certain terms were not acceptable to the Company. Subsequent to this management / company has settled the secured creditor Bank of Baroda and the Company has received "NO DUE" CERTIFICATE FROM Bank of Baroda.

CORPORATE GOVERNANCE

As referred in Auditors report on corporate governance company has not complied with certain provisions of clause 49 of the listing agreement specifically with regard to constitution of Audit Committee, Composition of Directors, and other compliance provisions, reporting requirements etc, since company is Sick unit as per provision of SICA Act, 1985 company has delayed in compliance of provision and reporting requirements however company in the process of regularizing the same.

Pursuant to Clause 49 of Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors' Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the annual Report.

DIRECTORS

Shri Chanderbhan Agarwal and Shri N. K. Pokharna Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

To appoint additional Director Mr. Sanjay V. Agarwal who eligible, offers himself for appointment.

ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL:

As required by pollution control laws, the Company has complied with the provisions of applicable Environmental Laws.

We have established water and air pollution control system at our unit. Our environmental programme is administered internally by our Engineering Department and includes monitoring, measuring and reporting compliance, establishing safety programs and training our personnel in environmental and safety matters.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that-

(a) The applicable accounting standards have been followed in the preparation of the Annual accounts.

(b) Such accounting policies have been selected and applied consistently and judgment and estimates made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and its loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on the basis of going concern.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS AND THEIR REPORT

The Auditors of the Company M/s. Rajiv Pethkar & Associates, Chartered Accountants, appoint at the forthcoming Annual General Meeting and being eligible, offer themselves for appointment. The Company has received certificate from them Under Section 224(1 -B) of the Companies Act, 1956.

COMPANY SECRETARY

The Company does not have a Whole time Company Secretary in employment as on the date of Balance Sheet as required by the section 383 A of the Company's Act 1956.

EMPLOYEES

Industrial relations in the Company continued to be cordial as in the past. The information as per Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended w.e.f. 17.04.2002 are not given as none of the employees of the Company is covered under the said section.

DEMATERIALISATION OF EQUITY SHARES

The Securities and Exchange Board of India (SEBI) on 29th May, 2000 has notified certain scripts to be covered under compulsory demat but company has not yet dematerialized its shares. The company is taking necessary steps to complete the formalities and expect to complete the same at the earliest.

CONSERVATION OF ENERGY. TECHNOLOGY AND ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial relations on the whole have been cordial and your Directors take this opportunity to express their appreciation for the sincere efforts put in by the workers and staff at all levels.

SAD DEMISES

Our chairman Mr. Vinod Agarwal Passed away on 6th March 2011 and all of us have deep pain for this our Board, sharesholders, dealers, customers & suppliers, staff, labourers & officers, executives has given condelonces and Board covey their sincere appreciation for his support and confidence provided to all of us, and all of us wish to have peace to departed soul.

ACKNOWLEDGEMENTS

Your directors convey their sincere appreciation to the shareholders, dealers, customers, suppliers and other business associates for their continued support and the confidence placed in the management of the company.

For and on behalf of the Board of Directors

Rajendra Kumar Agarwal N K. Pokharna

Place: Mumbai (Managing Director) (Whole Time Director)

Date : 16th August, 2011

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Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the 39th Annual Report and the audited accounts for the financial year ended 31st March, 2010

(Rs. In lakhs)

FINANCIAL RESULTS: 2009-2010 2008-2009

Sales. 4535.54 4049.37

Profit before Interest & Depreciation 86.42 (64.12)

Less: Interest 8.58 182.94

Less: Depreciation 107.53 107.50

Loss for the year (29.69) (354.56)

Add : Loss brought forward from the last year (937.23) (582.67)

Balance carried to Balance Sheet (966.92) (937.23)

WORKING PERFORMANCE

During the year under Review the company has brewed beers 91967 Hectoliter as compared 90655 Hectoliter in previous year. The sales were 4535.54 lacs compared to 4049.37 lacs in previous year. The Company has reduced its operating loss by implementing effective purchasing policies.

AUDITOR''S REMARK

The observation regarding non-provision of gratuity and leave encashment, it is informed that they are provided in the Books in the year in which it is paid.

The observation regarding the non-provision of Managing Director''s remuneration, the company has received approval from Central Government on 6th July 2003 subject to consent from bank. As the company has made full payment to Bank of Baroda now such consent is not required and accordingly the company will make payment from 2010-11.

All other remarks made by Auditors in their Report and notes are self-explanatory and will be suitably dealt with.

BIFR

In term of annexed account net worth of the company had been completely eroded and the company continues to be a Sick Industrial Company within the meaning of clause (O) of sub. Section (1) of Section 3 of the Sick Industrial Company (Special Provision) Act 1986 and the company is already registered with BIFR on 29.09.2003. BIFR has declared company vide there order dated 18.04.2006 however Company has filed an appeal against BIFR order as certain terms were not acceptable to the Company. Subsequent to this management / company has settled the secured creditor Bank of Baroda and the Company has received "NO DUES" CERTIFICATE FROM Bank of Baroda.

CORPORATE GOVERNANCE

As referred in Auditors report on Corporate Governance company has not complied with certain provisions of clause 49 of the listing agreement specifically with regard to constitution of Audit Committee, Composition of Directors, and other compliance provisions, reporting requirements etc, since company is Sick unit as per provision of SICA Act, 1985 company has delayed in compliance of provision and reporting requirements however company in the process of regularizing the same.

Pursuant to Clause 49 of Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors'' Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the annual Report.

DIRECTORS

Shri N.K. Pokharna and Shri Vinodkumar Agarwal Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL:

As required by pollution control laws, the Company has complied with the provisions of applicable Environmental Laws.

We have established water and air pollution control system at our unit. Our environmental programme is administered internally by our Engineering Department and includes monitoring, measuring and reporting compliance, establishing safety programs and training our personnel in environmental and safety matters.

DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that-

(a) The applicable accounting standards have been followed in the preparation of the Annual accounts.

(b) Such accounting policies have been selected and applied consistently and judgment and estimates made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and its loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on the basis of going concern.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS AND THEIR REPORT

The Auditors of the Company M/s. Suren Shah & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting. Company yet to received certificate from them under section 224(1-B) of the Companies Act 1956.

COMPANY SECRETARY

The Company does not have a Whole time Company Secretary in employment as on the date of Balance Sheet as required by the section 383 A of the Company''s Act 1956.

EMPLOYEES

Industrial relations in the Company continued to be cordiai as in the past. The information as per Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended w.e.f. 17.04.2002 are not given as none of the employees of the Company is covered under the said section.

DEMATERIALISATION OF EQUITY SHARES

The Securities and Exchange Board of India (SEBI) on 29th May, 2000 has notified certain scripts to be covered under compulsory demat but company has not yet dematerialized its shares. The company is taking necessary steps to complete the formalities and expect to complete the same at the earliest.

CONSERVATION OF ENERGY. TECHNOLOGY AND ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS:

Industrial relations on the whole have been cordial and your Directors take this opportunity to express their appreciation for the sincere efforts put in by the workers and staff at all levels.

EXTENTION OF ANNUAL GENERAL MEETING :

The company has applied for extension of Time for holding AGM for 3 months to the Company Law Board. But it has not given the consent for extension.

ACKNOWLEDGEMENTS

Your directors convey their sincere appreciation to the shareholders, dealers, customers, suppliers and other business associates for their continued support and the confidence placed in the management of the company.

For and on behalf of the Board of Directors

Rajendra Kumar Agarwal N. K. Pokharna

Place: Mumbai (Managing Director) (Whole Time Director)

Date : 30th September, 2010

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Mar 31, 2009

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report and the audited accounts for the financial year ended 31st March, 2009

(Rs. In lakhs)

FINANCIAL RESULTS: 2008-2009 2007 - 2008

Sales. 4049.37 4041.47

Profit/(Loss) before Interest, Depreciation and tax (64.12) 221.97

Less: Interest 182.94 1.94

Less: Depreciation 107.50 107.11

ProfitZ(Loss) before Taxation (354.56) 112.93

Less: Provision for Tax (MVAT) - 2.60

Less: Provision for Tax (FBT) - 1.90

Profit/(Loss) after Tax (354.56) 108.43

Add : Loss brought forward from the last year (582.67) (691.10)

Balance carried to Balance Sheet (937.23) (582.67)

s WORKING PERFORMANCE

During the year under Review the company had sales of 4049.37 lacs compared to 4041.47 lacs in previous year. AUDITOR''S REMARK

The observation regarding non-provision of gratuity and leave encashment, it is informed that they are provided in the Books in the year in which it is paid.

The observation regarding the non-provision of Managing Director''s remuneration, the company has received approval from Central Government on 6th July 2003 subject to consent from bank. The company has written a letter to Bank of Baroda for consent as required by Central Government however same is still pending with Bank of Baroda.

All other remarks made by Auditors in their Report have been suitably dealt with in the schedule and notes are self- explanatory and therefore, no requirement of further explanation.

BIFR

In terms of annexed account net worth of the company has been completely eroded and the company continues to be a Sick Industrial Company within the meaning of clause (O) of sub. Section (1) of Section (1) of section 3 of the Sick Industrial Company (Special Provision) Act 1986 and the company is already registered with BIFR on 29.09.2003. BIFR has declared company as sick company vide there order dated 18.04.2006 however Company has filed an appeal against BIFR order as certain terms were not acceptable to the Company. Subsequent to this management/ company has settled the secured creditor Bank of Baroda amounting to Rs.403.90 lacs. In this regard Rs. 182.94 lacs interest has been accepted and paid. Company has received "NO DUES" CERTIFICATE FROM Bank of Baroda have been discharged from Bank of Baroda.

CORPORATE GOVERNANCE

As referred in the Auditors report on corporate governance company has not complied with certain provisions of clause 49 of the listing agreement specifically with regard to constitution of Audit Committee, Composition of Directors, and other compliance provisions, reporting requirements etc, since company is Sick unit as per provision of SICA Act, 1985 company has delayed in compliance of provision and reporting requirements however company in the process of regularizing the same and partial compliances have been done.

Pursuant to Clause 49 of Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors'' Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the annual Report.

DIRECTORS

Shri Chanderbhan Agarwal and Shri S.W.Wagh Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL:

As required by pollution control laws, the Company has complied with the provisions of applicable Environmental Laws.

We have established water and air pollution control system at our unit. Our environmental programme is administered internally by our Engineering Department and includes monitoring, measuring and reporting compliance, establishing safety programs and training our personnel in environmental and safety matters.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that-

(a) The applicable accounting standards have been followed in the preparation of the Annual accounts.

(b) Such accounting policies have been selected and applied consistently and judgment and estimates made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31 st , March 2009 and its loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on the basis of going concern.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS AND THEIR REPORT

The Auditors of the Company M/s. Suren Shah & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received certificate from them Under Section 224(1 -B) of the Companies Act, 1956.

COMPANY SECRETARY

The Company does not have Company Secretary as on the date of Balance Sheet as required by the section 383 A of the Company''s Act 1956.

EMPLOYEES

Industrial relations in the Company continued to be cordial as in the past. The information as per Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended w.e.f. 17.04.2002 are not given as none of the employees of the Company is covered under the said section.

DEMATERIALISATION OF EQUITY SHARES

The Securities and Exchange Board of India (SEBI) on 29th May, 2000 has notified certain scripts to be covered under compulsory demat but company has not yet dematerialized its shares. The company is taking necessary steps to complete the formalities and expect to complete the same at the earliest.

CONSERVATION OF ENERGY. TECHNOLOGY AND ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial relations on the whole have been cordial and your Directors take this opportunity to express their appreciation for the sincere efforts put in by the workers and staff at all levels.

EXTENTION OF ANNUAL GENERAL MEETING :

The company has applied for extension of Time for having Annual General Meeting for 3 months to Company Law Board. Due to variation took place in Electricity supply which has eroded all the data and the management in embarrassing situation. Thereby not being able to hold the Annual General Meeting in time.

ACKNOWLEDGEMENTS

Your directors take this opportunity to place on record their gratitude for the financial assistance extended by Bank of Baroda. Your directors wish to place on record their deep sense of appreciation for the dedicated services of the employees at all levels. Your directors also convey their sincere appreciation to the shareholders, dealers, customers, suppliers and other business associates for their continued support and the confidence placed in the management of the company.

For and on behalf of the Board of Directors

Rajendra Kumar Agarwal N. K. Pokharna

Place: Mumbai (Managing Director) (Whole Time Director)

Date : 27th September,2009