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SABMiller India Limited Annual Report 2014 - 15

SABMiller India Limited

Annual Report 2014 - 15

SABMiller India Limited Annual Report 2014 - 15

Contents

General Information

1

Board of Directors

2

Our Brands

3

Sustainable Development Report

9

Managing Director’s Statement

13

Notice

15

Directors’ Report

24

Auditors’ Report

38

Balance Sheet

43

Statement of Profit & Loss

44

Cash Flow Statement

45

Notes to the financial statements

47

Letter on Green Initiative

80

Attendance Slip and Proxy Form

81

Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report
Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report

SABMiller India Limited Annual Report 2014-15

Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report
Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report
Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report
Letter on Green Initiative 80 Attendance Slip and Proxy Form 81 SABMiller India Limited Annual Report

General Information

BOARD OF DIRECTORS

Mr. Ari Mervis - Chairman Mr. Stephen Shapiro Mr. Shalabh Seth - Managing Director - From 01.01.2015 Ms. Anna Jane Swaithes - From 03.02.2015 Mr. Arun Monappa - From 01.04.2015 Ms. Shwetambari Rao Chandrakant - From 01.04.2015

Directors resigned during the year

Mr. Grant Liversage - Upto 31.12.2014 Mr. T.S.R. Subramanian - Upto 03.02.2015 Ms. Catherine May - Upto 31.10.2014

REGISTERED OFFICE

Unit No.301-302, Third Floor Dynasty Business Park, B Wing Andheri Kurla Road, Andheri (East) Mumbai 400059

CORPORATE OFFICE

6th Floor, Green Heart Building, Mfar Manyata Tech Park Phase IV, Nagavara, Bengaluru - 560045

BANKERS

Standard Chartered Bank Royal Bank of Scotland Citi Bank N.A. First Rand Bank Limited J P Morgan Chase Bank

AUDIT COMMITTEE

Mr. Ari Mervis - Chairman Ms. Catherine May - Upto 31.10.2014 Mr. Stephen Shapiro - Upto 31.03.2015 Ms. Anna Jane Swaithes - From 03.02.2015 To 31.03.2015 Mr. Arun Monappa - From 01.04.2015 Ms. Shwetambari Rao - From 01.04.2015

NOMINATION & REMUNERATION COMMITTEE

Mr. Ari Mervis Mr. Arun Monappa - From 01.04.2015 Ms. Shwetambari Rao Chandrakant - From 01.04.2015 Mr. Stephen Shapiro - Upto 31.03.2015 Ms. Catherine May - Upto 31.10.2014 Ms. Anna Swaithes - Upto 31.03.2015

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Mr. Ari Mervis - Upto 31.03.2015 Mr. Stephen Shapiro - From 01.04.2015 Mr. Shalabh Seth - Upto 31.03.2015 Ms. Shwetambari Rao Chandrakant - From 01.04.2015 Ms. Catherine May - Upto 31.10.2014 Ms. Anna Swaithes - From 03.02.2015

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Ari Mervis - From 08.05.2014 Mr. Tejvir Singh - From 06.08.2014 Mr. Suyog Karajgi - From 06.08.2014 Mr. Sridhar S - From 06.08.2014

STATUTORY AUDITORS

B S R & Co LLP Chartered Accountants Maruthi Info-Tech Centre 11-12/1, Inner Ring Road, Koramangala Bangalore 560071

REGISTRAR AND SHARE TRANSFER AGENT

Sharepro Services (India) Pvt Ltd Samhita Warehousing Complex Gala No.52 to 56, Bldg No.13A-B Near Sakinaka Telephone Exchange Andheri-Kurla Road, Sakinaka Mumbai 400072

BREWERIES

Bangalore, Karnataka Medak, Telangana Sonepat, Haryana Aurangabad, Maharashtra Meerut, Uttar Pradesh Neemrana, Rajasthan Chalakudy, Kerala Cuttack, Orissa Puducherry Union Territory

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SABMiller India Limited Annual Report 2014-15

Board Of Directors

India Limited Annual Report 2014-15 Board Of Directors Mr. Ari Mervis Chairman and Member of Audit

Mr. Ari Mervis Chairman and Member of Audit Committee

Mr. Ari Mervis Chairman and Member of Audit Committee Mr. Shalabh Seth Managing Director From 1st

Mr. Shalabh Seth Managing Director From 1st January 2015

Mr. Shalabh Seth Managing Director From 1st January 2015 Mr. Stephen Victor Shapiro Director Mr. Arun

Mr. Stephen Victor Shapiro Director

From 1st January 2015 Mr. Stephen Victor Shapiro Director Mr. Arun Monappa Independent Director & Member
From 1st January 2015 Mr. Stephen Victor Shapiro Director Mr. Arun Monappa Independent Director & Member
From 1st January 2015 Mr. Stephen Victor Shapiro Director Mr. Arun Monappa Independent Director & Member

Mr. Arun Monappa Independent Director & Member of Audit Committee From 1st April 2015

Ms. Shwetambari Rao Chandrakant Independent Director & Member of Audit Committee From 1st April 2015

Ms. Anna Jane Swaithes Director From 3rd February 2015

2015 Ms. Anna Jane Swaithes Director From 3rd February 2015 Mr. T.S.R. Subramanian Director Upto 3rd

Mr. T.S.R. Subramanian Director Upto 3rd February 2015

2015 Mr. T.S.R. Subramanian Director Upto 3rd February 2015 Mr. Grant Murray Liversage Managing Director Upto

Mr. Grant Murray Liversage Managing Director Upto 31st December 2014

Murray Liversage Managing Director Upto 31st December 2014 Ms. Catherine May Director & Member of Audit

Ms. Catherine May Director & Member of Audit Committee Upto 31st October 2014

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Our Brands

Our trusted and time tested home grown brands

International Brands for the discerning

Trend setting new premium strong beer

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SABMiller India Limited Annual Report 2014-15

OUR BRANDS DIRECTORS’ REPORTSUSTAINABLE DEVELOPMENT REPORT MANAGING DIRECTOR’S STATEMENT NOTICE ANNUAL FINANCIAL
OUR BRANDS
DIRECTORS’ REPORTSUSTAINABLE
DEVELOPMENT REPORT
MANAGING DIRECTOR’S STATEMENT
NOTICE
ANNUAL FINANCIAL STATEMENTS
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SABMiller India Limited Annual Report 2014-15

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SABMiller India Limited Annual Report 2014-15

OUR BRANDS DIRECTORS’ REPORTSUSTAINABLE DEVELOPMENT REPORT MANAGING DIRECTOR’S STATEMENT NOTICE ANNUAL FINANCIAL
OUR BRANDS
DIRECTORS’ REPORTSUSTAINABLE
DEVELOPMENT REPORT
MANAGING DIRECTOR’S STATEMENT
NOTICE
ANNUAL FINANCIAL STATEMENTS
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SABMiller India Limited Annual Report 2014-15

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SABMiller India Limited Annual Report 2014-15

OUR BRANDS DIRECTORS’ REPORTSUSTAINABLE DEVELOPMENT REPORT MANAGING DIRECTOR’S STATEMENT NOTICE
OUR BRANDS
DIRECTORS’ REPORTSUSTAINABLE
DEVELOPMENT REPORT
MANAGING DIRECTOR’S STATEMENT
NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Sustainability In Action

SABMiller India’s success is built upon a clear strategic direction and a shared commitment to the company’s vision, mission and values.

While the substance of our 10 sustainable development priorities remains, and is integrated into the day-to-day management and reporting of our business, the focus is now on 5 shared imperatives that will enable our businesses to benefit as local communities prosper. Through these we aim to tackle the five issues which are most material for our business at local and international level.

The five shared imperatives are as follows:

level. The five shared imperatives are as follows: When our business does well, so do the
When our business does well, so do the local communities, economies and environment around us.

When our business does well, so do the local communities, economies and environment around us. When they prosper, so do we.

When our business does well, so do the local communities, economies and environment around us. When

Accelerate growth and social development in our value chainsand environment around us. When they prosper, so do we. Make beer a natural choice for

Make beer a natural choice for moderate and responsible drinkersAccelerate growth and social development in our value chains Secure shared water resources for SABMiller’s businesses

Secure shared water resources for SABMiller’s businesses and local communitiesbeer a natural choice for moderate and responsible drinkers Create value through reducing waste and carbon

Create value through reducing waste and carbon emissionresources for SABMiller’s businesses and local communities Support responsible, sustainable use of land for brewing

Support responsible, sustainable use of land for brewing cropsresources for SABMiller’s businesses and local communities Create value through reducing waste and carbon emission 9

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DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

SABMiller India Limited Annual Report 2014-15 Secure shared water resources for our business and local

Secure shared water resources for our business and local communities

water resources for our business and local communities Water, one of SABMiller’s primary sustainable development

Water, one of SABMiller’s primary sustainable development priorities, is a global focus area. The company adopted a ‘clear water strategy’ based on 5 ‘R’s: reduce, reuse and recycle water within the company, and recharge and redistribute water outside the company. Measures are on to reduce, reuse, recycle water at the breweries, drive performance improvement in water efficiency, enhance focus on

water availability assessment and externally support collaborative resource management initiatives.

In India, numerous projects have been initiated for water resource management in our areas of operation along with partners, such as Confederation of Indian Industry (CII), International Crops Research Institute for the Semi-Arid Tropics (ICRISAT) and the

Advanced Center for Water Resources Development and Management (ACWADAM).

Creating Community Partnerships -The Spent Malt Project in Medak, Telangana

The Spent Malt Project around our Charminar Brewery aims at making provision of spent malt (by-product of beer brewing which consists of residue of malt Sand grain) to the farmers to strengthen and improve their livelihoods and financial security, especially the women self-help groups (SHG’s).

Spent Malt is a high quality cattle feed which when fed regularly to the animal helps increase milk production. The project is underway in 2 villages - Priyadarshini Women SHG in Fasalvadi village and Tejasri Women SHG in Adarsha watershed, Kothapally village.

The project is supported by our operations partner, International Crops Research Institute for the Semi-Arid Tropics (ICRISAT).

Research Institute for the Semi-Arid Tropics (ICRISAT). 10 OUR BRANDS DEVELOPMENT REPORT MANAGING DIRECTOR’S
Research Institute for the Semi-Arid Tropics (ICRISAT). 10 OUR BRANDS DEVELOPMENT REPORT MANAGING DIRECTOR’S
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ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Key Achievements:

Priyadarshini Women SHG in Fasalvadi village:

Tejasri Women SHG in Adarsha watershed, Kothapally village:

• 58 farmers are utilizing the spent malt (1437 kg/day) and feeding 377 milch animals

• 54 farmers are utilizing the spent malt (1080 kg/day) and feeding 268 milch animals

• With the use of spent malt as animal feed, farmers have observed increased milk production of 1 liter/animal per day with improved fat content

• With the use of spent malt as animal feed, farmers have observed increased milk production of 1.5 liter/animal per day with improved fat content

• The project has led to an increase in net income per family by Rs. 4,520 & Rs. 2,62,350 for the entire village per month

• The project has led to an increase in net income per family by Rs. 5,400 & Rs. 2,91,420 for the entire village per month

Potential of the initiative

• The spent malt initiative will be expanded within the current year to few more Self Help Groups (SHGs) from the surrounding villages, near the Charminar brewery in Medak.

• The project empowers women SHGs through micro-entrepreneurship, increase income of farmers from milch animals and improves their livelihoods.

farmers from milch animals and improves their livelihoods. Make beer a natural choice for moderate and

Make beer a natural choice for moderate and responsible drinkers

India has one of the worst road traffic accident rates worldwide. Recognising this, SABMiller India embarked on an innovative programme that goes beyond spreading awareness of responsible alcohol consumption and provides solutions to drinking and driving, in the form of alternates such as

Launched in 2011 with the support

This year, the programme has tied up with popular restaurants in Cyber Hub Gurgaon such as The Wine Company, Beer Café, Café Delhi Heights, Brix and others to promote responsible drinking and to encourage customers to be safe and use alternatives mentioned above to avoid drinking and driving.

hiring a chauffeur, renting a cab or designating a buddy.

During the year, various initiatives successfully launched to promote the programme and spread awareness

of Gurgaon Traffic Police, the programme continued its efforts to spread awareness about responsible drinking and road safety. Since last year, Rapid Metro Gurgaon

Outdoor hoardings with road safety messages across the city and in Rapid Metro Gurgaon

Limited (RMGL) has become a

Radio was used extensively

new programme partner helping

to promote the message in

in promoting the message of

a creative manner during

responsible drinking and road safety. Programme messages are promoted both at the platforms and inside

the festive season, urging people to enjoy responsibly.

the trains to encourage people to

The

programme was extensively

follow road safety rules and spread awareness to all.

promoted on Digital through posts, contests, regular updates on road safety.

Rapid Metro Gurgaon philosophy is to provide safe and convenient mode of transportation and contribute
Rapid Metro Gurgaon philosophy is to provide safe and convenient mode of transportation and contribute

Rapid Metro Gurgaon philosophy is to provide safe and convenient mode of transportation and contribute towards developing a Smart City. We are very happy to be associated with SABMiller India’s ‘Respect The Road’ campaign which is yet another step towards making the city a safer place. We look forward to more such initiatives from corporates to spread awareness towards road safety and individual social responsibility.

to more such initiatives from corporates to spread awareness towards road safety and individual social responsibility.

Mr. Rajiv Banga CEO Rapid Metro

corporates to spread awareness towards road safety and individual social responsibility. Mr. Rajiv Banga CEO Rapid
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DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Saanjhi Unnati Malt Barley Development Programme and post-harvest technology to member farmers and the barley
Saanjhi Unnati
Malt Barley Development
Programme
and post-harvest technology to
member farmers and the barley thus
produced is purchased back directly
from the farmers, eliminating the
middlemen and enabling farmers
to realize higher returns for their
produce.
Achievements of the Initiative

Saanjhi Unnati (Progress through Partnership), launched in 2005-06 by SABMiller India Limited to bring about the transformation of barley cultivation from feed barley to malt barley and to establish a viable & sustainable barley supply chain for SABMiller India Limited, is in its 10 year of operations currently (2015- 16).Malt barley breeding suitable for India are being bread in-house by a dedicated team of barley breeders and scientists; a team of over 40 agronomists / extension workers, disseminates improved package of practices for malt barley cultivation

The ‘Saanjhi Unnati’ programme started in 2005 with only 3 centers in Rajasthan and currently, in 2015, the programme had expanded to 36 centers in 5 states. The productivity of barley has improved over the period by about 50% over the project period (from 3 Mt/Ha to 4.50 Mt/Ha). The market insulated

price assurance to the member farmers rolled out from 2013-14 and 14-15 has resulted in higher price realization to a member farmer by about 10%. Currently over 70% of barley requirement for the company is being met from Saanjhi Unnati. Over the period, upon collaborating with maltsters and brewers, the quality of barley-malt is improved by over 5%, mainly due to control on barley origination and management through Saanjhi Unnati. To further boost the R&D work being undertaken in- house, a fully equipped lab is set up in Neemrana which acts as a nodal center for malt barley breeding, malt process improvement & for Lab-to- Land technology transfer.

improvement & for Lab-to- Land technology transfer. 12 OUR BRANDS DEVELOPMENT REPORT MANAGING DIRECTOR’S
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ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Managing Director’s Statement

Annual Report 2014-15 Managing Director’s Statement Dear Shareholders, Business performance This year was

Dear Shareholders,

Business performance

This year was another challenging year for the Beer industry and for SABMiller India due to several regulatory and other issues. However, I am pleased to inform you that your company was able to grow Volume by c.1% in FY 2014- 15 despite significant environmental challenges during the year such as the bifurcation of Andhra Pradesh which is one of the largest volume contributing states in the country, declaration by the Kerala state government of a policy for phased prohibition of alcohol and the imposition of the election code of conduct in several states during the peak season in April and May.

During the year we successfully launched Miller Ace – a strong beer variant of our premium ‘Miller’ brand. The initial response from Consumers has been very positive. This launch further strengthens our position as the only beer company with a complete portfolio straddling all segments.

Continuing the good progress we have made on cost containment in previous years, we also managed to restrict our cost of goods sold to well below inflation. Your company was also able to successfully increase operational capacity through the contract manufacturing route in the states of Chhattisgarh and Daman thereby avoiding the need for capital investment while increasing volumes.

Sustainable Development

Sustainable development is integral to the way we do business. Underpinning our approach are our new 5 shared imperatives which inform how we focus our efforts and prioritise our resources. SABMiller India believes in inclusive growth. We know that by helping the businesses in our value chains and their local communities to grow, our business will grow too. Keeping this in mind, we have taken the next step in our sustainable development (SD) strategy - building from our10 SD priorities since 2007 - to sharpen our focus on tackling the sustainable development challenges we jointly face with our value chain partners and communities.

While the substance of our 10 sustainable development priorities remains, and is integrated into the day-to-day management and reporting of our business, the focus is now on five shared imperatives that will enable our businesses to benefit as local communities prosper. Through these we aim to tackle the five issues which are most material for our business at local and international level. These are:

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• Accelerate growth and social development in our value chains;

• Make beer the natural choice for the moderate and responsible drinkers;

• Secure shared water resources for our business and local communities;

• Create value through reducing waste and carbon emission; and

• Support responsible, sustainable use of land for crops.

In India, we will continue to explore innovative local solutions to address shared challenges through our collaborative initiatives in the area of water, alcohol and enterprise development and striving towards achieving reduction in carbon and energy footprint across all our locations.

Water

Water is crucial to our business and its potential scarcity can affect us and the communities we operate in. This has triggered our efforts to be more efficient in our water use and better understand our watersheds. Water is a shared risk and requires collective stakeholder action. Recognizing this, we are engaging in building partnerships with Industry bodies, Non-Governmental Organizations (NGOs), other important institutes and the communities to collectively address the challenge we all face. Our projects in India on Ground Water Management and Livelihood

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Managing Director’s Statement continued

Generation in the States of Rajasthan, Haryana, Telengana and most recently

Alcohol Responsibility

Exception reporting on Financials

Future Outlook

in Maharashtra are representative of this approach.

The company has recorded an impairment loss of Rs.16 Crores during the year. The same is on account of

We continue to believe that the future of the Indian beer industry is bright and will be driven by increasing disposable incomes and a steady growth in legal

Our strong portfolio of brands spanning

We recognize the need to encourage and support a culture of responsible drinking behavior amongst those adults who choose to enjoy our products and share the societal concerns about potential abuse of alcohol. Through our various on ground initiatives we strive to engage and inform people about responsible alcohol behaviour. “Respect the Road”, our flagship programme initiated with the support of local traffic police in Gurgaon, Haryana now enters into the third year

impairment of the acquisition costs for land and other related costs for a proposed new brewery at Nanjangud in Karnataka. Given several regulatory and other issues we have not been able to proceed with the same and hence the Management believes that it is more likely than not we will setup the new Karnataka brewery in an alternate site and not at the existing land acquired at Nanjangud. Accordingly, it believes that the costs incurred till date at Nanjangud including the land costs may not be recoverable and hence has

drinking age consumers. However, regulatory barriers affecting distribution, pricing and low outlet density will still be significant factors hampering growth.

all segments puts us in a good position to tackle the challenges facing us in an increasingly competitive market. We have a robust business plan that focuses our attention on key markets where we believe we can win. I look forward to reporting on our progress on these plans in the next annual report.

of operation with plans to extend it in terms of scope and reach. Rapid metro

recorded an impairment loss of approx. Rs.16 crores.

Cheers!

is the new partner in our programme.

Shalabh Seth

Enterprise Development

Our Malt Barley Development Programme -“Saanjhi Unnati”, which started in Rajasthan with 1500 farmers in 2005, goes from strength to strength. It has now been extended to 36 centers in 5 States with about 9,500 farmers mirroring the trust and continuous engagement of our teams with the local communities. Your company is now procuring more than 70% of its barely requirement through this programme.

Area of Concern

The proposed exclusion of the alcoholic beverages industry from the GST regime would spell a significant adverse effect on this industry due to an inability to claim set off of taxes levied on input materials. Your company along with other industry players is actively engaged in representations to the central and state governments on the subject of inclusion of alcohol under GST.

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OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Notice to Members

SABMiller India Limited

Regd. Office: Unit No.301-302, Dynasty Business Park, 3rd Floor Andheri-Kurla Road, Andheri (East), Mumbai 400 059 Tel: (022) 39499999 | Fax: (022) 30913666 Website: www.sabmiller.in CIN: U65990MH1988PLC049687

NOTICE is hereby given that the 26th Annual General Meeting of the members of the Company will be held at Janssen Delite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East), Mumbai 400 093 on Wednesday, the 12th August, 2015 at 3.30 p.m. to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and the Statement of Profit & Loss for the year ended on that date and the Report of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Stephen Victor Shapiro, who retires by rotation at this meeting and being eligible, offers himself for re-appointment.

3. Appointment of Auditors

To consider, and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

RESOLVED THAT M/s B S R & Co. LLP, Chartered Accountants (ICAI firm registration number 101248W), who were appointed as Statutory Auditors of the company in the last annual general meeting, who hold office upto the Financial Year 2016-17 i.e. upto 31st March 2017, subject to ratification of

members at each annual general meeting in terms of Section 139 of the Companies Act, 2013 read with Illustration 2 to Rule 6 of Companies (Audit and Auditors) Rules, 2014 and who have offered themselves to continue as Statutory Auditors for the Financial Year 2015-16 and have confirmed their eligibility to be appointed as Auditors in terms of provisions of Section 141 of the Act, and Rule 4 of the Audit and Auditors Rules, 2014, be and is hereby ratified to continue as Statutory Auditors of the Company for the Financial Year 2015-16 at such remuneration as may be decided by the Board of Directors.

Special Business

4. Appointment of Managing Director

To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to provisions of sections 196, 197, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) together with applicable Rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of the Company

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be and is hereby accorded for the appointment of Mr. Shalabh Seth,

who is a resident and who satisfies

the conditions specified in Part I of Schedule V to the Companies Act, 2013 as Managing Director of the Company for a period of 5 years.

RESOLVED FURTHER THAT pursuant to provisions of sections 196, 197, 203 read with Schedule

V and all other applicable

provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) together with applicable Rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of the Company be and is hereby accorded for payment of remuneration for period of 3 years to Mr. Shalabh Seth, Managing Director as detailed hereunder:

I. Salary: Upto a maximum of Rs.3,50,00,000/-(Rupees Three Crore Fifty Lakhs only) per annum including performance bonus as may be determined by the Board of Directors.

II. Perquisites:

(a) Contribution to Provident Fund and Superannuation Fund as per the Company’s Rules. (b) Earned/Privilege Leave and Encashment of leave at the end of the tenure as per the Company’s Rules.

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

III. Other Terms: Mr. Shalabh Seth, Managing Director shall not be paid any sitting fees for attending the meetings of the Board and/or Committee of Directors.

RESOLVED FURTHER THAT in the event of loss or absence or inadequacy of profits during any financial year, the remuneration mentioned above shall be treated as minimum remuneration payable to Mr. Shalabh Seth, Managing Director, subject to the provisions of Schedule V.

RESOLVED FURTHER THAT the Board of Directors or any Committee of the Board be and is hereby authorized to amend, alter, modify or otherwise vary the terms and conditions of appointment of Mr. Shalabh Seth, Managing Director including the components of the remuneration within the overall limit as stated above and do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable, settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution.

RESOLVED FURTHER THAT the Key Managerial Personnel or any of the directors of the Company be and are hereby severally authorized to file applicable e-forms with the Registrar of Companies, Maharashtra, Mumbai/MCA portal.

5. Appointment of Independent Director

To consider and, if thought fit to pass with or without modification(s), the

following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Arun Monappa (DIN 00050840), who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and appointed by the Board at its meeting held on 3rd February, 2015, and is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for a period of One Year with effect from 1st April 2015 up to 31st March 2016.

6. Appointment of Independent Director

To consider and, if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Ms. Shwetambari Rao Chandrakant (DIN 01240062), who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and appointed by the Board at its meeting held on 3rd February, 2015, and is eligible for appointment, be and is hereby appointed as an Independent Director of the

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Company for a period of One Year with effect from 1st April 2015 up to 31st March 2016.

7. Appointment of Director to fill the casual vacancy

To consider and, if thought fit to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 161(4) of the Companies Act, 2013, Ms. Anna Jane Swaithes, who has given her consent to act as Director and has given a declaration that she is not disqualified to act as Director under the Act in terms of Section 152(4) of the said Act and appointed by the Board at its meeting held on 3rd February, 2015, be and is hereby appointed Director of the Company in the casual vacancy caused by the resignation of Ms. Catherine May, Director and she will hold office upto the date upto which Ms. Catherine May, former Director would have held the office.

8. Borrowing Powers

To consider and, if thought fit to pass with or without modification(s), the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to Section 180(1)(c) of the Companies Act, 2013 and other enabling and applicable provisions, if any, of the said Act, consent be and is hereby accorded to the Board of Directors of the Company for borrowing any sum or sums of money from time to time from one or more persons,

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ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

 

firms, body corporates, banks, financial institutions or from others by way of cash credit, advances,

BY ORDER OF THE BOARD

of the company not less than forty- eight hours before the meeting. A blank proxy form is enclosed.

E-mail: sharepro@shareproservices. com

deposits or other loans whether

 

5.

Voting through electronic means:

secured or unsecured by mortgage, charge, hypothecation, lien or pledge of the Company’s assets and properties whether movable and/or immovable or stock-in-trade (including book debts, bills, raw materials, stores and spare parts and components in stock or in transit) work-in-progress and debts and advances notwithstanding that the sum or sums so borrowed together with the moneys, if any, already borrowed by the Company (apart

2. For convenience of members an attendance slip is also annexed. Members are requested to affix their signature at the space provided therefore and hand over the same at the place of Meeting. The Proxy of a member should mark on the attendance slip as Proxy. Members are also requested to bring their copies of the Annual Report to the venue of the Meeting. Please refer to inside of back cover page for route map to reach the AGM venue.

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed

II. The facility for voting through

from the temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed in the aggregate the paid up capital of the Company and its free reserves which have not been set apart for any specific purpose but so that the total amount upto which the moneys may be so borrowed shall not at any time exceed Rs.2,500 Crores (Rupees Two thousand five hundred crores).

3. Under the Companies Act, 2013 and the rules thereunder, the company is permitted to serve on the Members documents including Annual Report and notices through, inter alia, the electronic mode. The company may send to the Members the Annual Report and other documents/communications either physically to their registered address or by e-mail at the e-mail addresses registered with the company/received through the respective Depository.

to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

polling paper shall be made

Sridhar S Company Secretary

Place: New Delhi Date: 19th May, 2015

4. All queries relating to non-receipt of share certificates after transfer/ transmission/ dematerialization/

available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able

NOTES:

rematerialization, mandates, change of address, nomination etc. may be sent to the Registrar & Share Transfer

to exercise their right at the meeting through polling paper.

1.

A

member entitled to attend and vote

Agents, Sharepro Services (India)

III. The members who have cast

at the meeting is entitled to appoint

Pvt. Ltd., Samhita Warehousing

their vote by remote e-voting

a

proxy to attend and vote on a poll

Complex, Gala No.52 to 56,

prior to the AGM may also

in his/her stead. A proxy need not

Bldg No.13 A-B, Near Sakinaka

attend the AGM but shall not be

be a member of the company.

Telephone Exchange, Andheri-Kurla, Road, Sakinaka, Mumbai - 400 072,

entitled to cast their vote again.

Proxies in order to be effective must

Tel: 022- 67720300 / 67720400 Fax

IV. The

remote

e-voting

period

be deposited at the registered office

No: 022- 28591568 / 28508927,

commences

on

9th

August,

17
17

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

 

2015 (9:00 am) and ends on 11th August, 2015 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 5th August, 2015, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by

(v)

Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/ characters or combination thereof. Note new password. It is strongly recommended not to share your password with

Home page of remote

 

relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to scrutiniser@snaco. net with a copy marked to evoting@nsdl.co.in

NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

(vi)

any other person and take utmost care to keep your password confidential.

e-voting opens. Click on

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository

V.

The process and manner for remote e-voting are as under:

remote e-voting: Active Voting Cycles.

Participants(s) or requesting physical copy] :

A. In case a Member receives an email from NSDL [for

(i)

(vii)

Select “REVEN” SABMiller India Limited

of

(i)

Initial password is provided as below/at the bottom of

members whose email IDs are registered with the Company/

(viii)

Now you are ready for

the Attendance Slip for the AGM.

Depository Participants(s)]:

remote e-voting as Cast Vote page opens.

REVEN (Remote e-voting Event Number) USER ID

 

Open email and open PDF file “remote e-voting.pdf” with your Client ID or Folio

(ix)

Cast your vote by selecting appropriate option and

PASSWORD/PIN

No. as password. The said PDF file contains your user ID and password/PIN for

click on “Submit” and also “Confirm” when prompted.

(ii)

Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

remote e-voting. Please

(x)

Upon

confirmation,

the

note that the password is

message

“Vote

cast

VI. In case of any queries, you

an initial password.

successfully”

will

be

may refer the Frequently Asked

 

displayed.

Questions (FAQs) for Members

 

(ii)

Launch internet browser by typing the following URL:

(xi)

Once you have voted on

and remote e-voting user manual for Members available

 

https://www.evoting.nsdl.

the resolution, you will not

at the download section of

com

be allowed to modify your vote.

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

 

(iii)

Click on Shareholder - Login

(iv)

Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(xii)

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

18
18

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

IX. The voting rights of members

shall be in proportion to their

paid up equity

share capital of the Company

5th

shares

as

of

the

on the

cut-off date of

August, 2015.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice of AGM and holding shares as of the cut-off date i.e. 5th August, 2015, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or contacting the RTA at sharepro@ shareproservices.com

If you forgot your password, you can reset your password by using “Forgot User Details/ Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIII. The Chairman shall, at the AGM,

at the end of discussion on the

resolutions on which voting is

to be held, allow voting with the

assistance of scrutinizer, by use

of “Polling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XIV. The Scrutinizer shall after the

conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence

of at least two witnesses not in

the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated

scrutinizer’s report of the total votes cast in favour or against,

if any, to the Chairman or a

person authorized by him in writing, who shall countersign

the same and declare the result

of the voting forthwith.

be open for inspection at the Registered Office of the Company during normal business hours (9.00 am to 5.00 pm) on all working days except Saturdays, up to and

including the date of the Annual General Meeting of the Company.

7. This Notice has been updated with the instructions for voting through electronic means as per the Amended Rules 2015.

Explanatory Statement (Pursuant to section 102 of

the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 (the Act), the following explanatory statement sets

out all material facts relating to the

business mentioned under Item Nos. 4

to 8 of the accompanying Notice:

Item No.4

Mr. Grant Liversage has resigned

as a Managing Director w.e.f 31st

December 2014. The Board of Directors of the Company at its meeting held on 11th November, 2014 appointed, subject to approval of the members

of the Company Mr. Shalabh Seth as

XI. A person, whose name is

the Managing Director of the Company

recorded in the register of

XV. The Results declared along with

effective from 1st January, 2015 for

members or in the register of

the report of the Scrutinizer

a

period of five years and approved

beneficial owners maintained by

shall be placed on the website

limits for payment of remuneration for

the depositories as on the cut-

of

the Company www.sabmiller.

a

period not exceeding three years

off date only shall be entitled

in

and on the website of NSDL

as detailed in the Resolution forming

to avail the facility of remote

immediately after the declaration

part of the accompanying notice. The

e-voting as well as voting at the

of result by the Chairman or

remuneration approved by the Board of

AGM through polling paper.

person authorized by him in writing.

a

Directors and as proposed in this Notice for confirmation by the Shareholders

XII. M/s S.N. Ananthasubramanian & Co., Practising Company Secretaries have been appointed as the Scrutinizer to

6. All documents referred to in the accompanying Notice and the Explanatory Statement shall

is a reasonable remuneration not with standing the limits prescribed in Schedule V to the Act considering the nature and type of responsibilities and

19
19

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

obligations cast upon the Managing Director, the nature and size of business and the complexities associated with the alcoholic liquor industry that needs to be managed and is also comparable with the remuneration drawn by Managing Director / wholetime director of similarly placed company in the industry.

Mr. Shalabh Seth has completed his MBA from INSEAD France and holds a B.E. Degree in Mechanical Engineering from BITS Pilani, India. He has undergone General Management Development Program at Wharton Business School, United States.

Mr. Shalabh Seth has over all experience of more than 20 years. He joined SABMiller India in 2003 and brings along rich experience and extensive industry knowledge across functions like manufacturing, logistics, product development, human resources and

sales. Mr. Shalabh has a proven track record in the Indian business and over the years has progressed through various senior roles in the organization including Head of Manufacturing Development, Supply Chain Director, and has been the Sales Director since October 2011. Prior to joining SABMiller India, he worked with ITC Ltd for over 8 years.

Mr. Shalabh Seth has filed with the Company his consent pursuant to Sections196(4) and 197(5) and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. He satisfies the conditions set out in Part I of Schedule V to the Act, for being eligible for appointment as Managing Director. He is not disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013.

Your Directors are of the opinion that the appointment of Mr. Shalabh Seth as a Managing Director would be in the interest of the Company and accordingly recommend the passing of the resolution proposed at Item No.4 of the Notice.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors or KMP are either directly or indirectly concerned or interested in the said Resolution except Mr. Shalabh Seth, Managing Director.

Information provided hereinabove sets out all such facts as are required to enable the members to understand the meaning, scope and implications of the item of business and to take a decision thereon.

Resolution is commended for the consent of the shareholders.

Statement containing Particulars as prescribed in sub-clause (iv) of second proviso to Clause (B) of Section II of Part II of Schedule V of the Act.

I. GENERAL INFORMATION

1

2

3

4

5

Nature of Industry

Date or expected date of commencement of commercial production

In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Financial performance based on given indicators

Revenue from operations

Profit Before tax

Foreign investments or collaborations, if any

The Company is engaged in manufacture and sale of Beer

The Company was incorporated on 18th November 1988

Not Applicable

Rs. Crores

31-03-2013

31-03-2014

31-03-2015

1996.53

1920.23

1939.70

(88.35)

(99.73)

(127.36)

SABMiller plc the ultimate holding company holds 99.43% equity shares through its subsidiaries SABMiller Asia B.V., holding 51.76%, SABMiller Breweries Private. Limited, holding 45.36%, SABMiller India Holdings, holding 1.79% and Austindia Pty Ltd, holding 0.53%.

20
20

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

II. INFORMATION ABOUT THE APPOINTEE:

1

Background details

Mr. Shalabh Seth is aged 43 years, Mechanical Engineer from BITS, Pilani and MBA from INSEAD. Mr. Seth has experience of more than 20 years and has held various positions in the Company since 2003. He was the Director-Sales of the Company prior to appointment as Managing Director.

2

Past remuneration

Rs.13,815,629/- for the period from 1st April 2014 to 31st December 2014

3

Recognition or awards

Nil

4

Job profile and his suitability

Mr. Shalabh Seth as Managing Director shall be responsible to deliver the strategic business objectives of the company as set by the Board of Directors.

Mr. Shalabh has a proven track record in the Indian business and over the years has progressed through various senior roles in the organization including Head of Manufacturing Development, Supply Chain Director, and was the Sales Director since October 2011. Prior to joining SABMiller India, he has worked with ITC Ltd for over 8 years.

He has the relevant industry experience in various functions in a leadership role and accordingly he is well suited to lead the Company as a Managing Director.

5

Remuneration proposed

The terms and conditions of appointment along with details of remuneration are set out in the Special Resolution proposed in the Notice of Annual General Meeting.

6

Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates, the relevant details would be w.r.t. the country of his origin)

The remuneration drawn by Managing Director is comparable with the remuneration drawn by Managing Director / Wholetime Director of similarly sized companies in the Consumer Goods industry. The compensation is determined in accordance with the Remuneration Policy of the SABMiller Group and basis the remuneration for persons of his qualification, experience and the responsibility assigned.

7

Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

Mr. Shalabh Seth has no pecuniary relationship directly or indirectly either with the company or with any managerial personnel, except to the extent of proposed remuneration.

III. OTHER INFORMATION:

1

2

3

Reasons of loss or inadequate profits

Steps taken or proposed to be taken for improvement

Expected increase in productivity and profits in measurable terms

Revenue from operations

EBITDA

The losses made by the company are largely on account of the current comparatively low profitability of the beer industry in India as well as the interest expenses incurred on borrowings used to fund the large capital investments made in the business.

The business is investing aggressively on expanding its Premium brands portfolio which have a higher profitability. In addition the business is also accessing and expanding capacity to support increased volumes and improving efficiencies to reduce costs. These steps will improve the profitability of the business.

Rs. Crores

31-03-2016

31-03-2017

31-03-2018

2205.40

2578.20

2970.00

259.14

310.09

370.43

21
21

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

IV. DISCLOSURES

1

Disclosure as required in the Board of Directors Report under the heading ‘Corporate Governance’ if any attached to the Annual Report.

 

(i)

All elements of remuneration package such as Salary, benefits, bonuses, stock options, pension, etc. of all the Directors.

Not Applicable

(ii)

Details of fixed component and performance linked incentives along with the performance criteria.

Not Applicable

(iii)

Service Contracts, notice period, severance fees.

Not Applicable

(iv)

Stock Option Details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

Not Applicable

Item No.5

Mr. Arun Monappa has been appointed as Independent Director of the Company at the Board meeting held on 3rd February, 2015 for a period of One Year effective from1st April 2015 upto 31st March 2016, who is not liable to retire by rotation.

Mr. Arun Monappa has given a

declaration to the Board that he meets

the criteria of independence as provided

under section 149(6) of the Act. In the opinion of the Board, the person fulfils the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and he is independent of the management.

In compliance with the provisions of

section 149 read with Schedule IV of

the Act, the appointment of the above

Mr. Arun Monappa is a Non-Executive Independent Director of Tata Coffee Limited since March 31, 2006. He has international experience having worked in corporates in Sweden, USA and in India besides being a Planter. He served as a Professor of Personnel Management & Industrial Relations at IIM, Ahmedabad. He holds a Masters degree in Political Science & Public Administration, M.Sc. in Industrial Relations and is a J.N.Tata Scholar at L.S.E.

The Board has appointed Mr. Arun Monappa as Independent Director based on his qualification, experience and standing as provided hereinabove.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors or KMP are either directly or indirectly concerned or interested in the said Resolution.

Resolution is commended for the consent of the shareholders.

Item No. 6

Ms. Shwetambari Rao Chandrakanth has been appointed as Independent Director of the Company at the Board

meeting held on 3rd February, 2015 for

a period of One Year effective from1st

April 2015 up to 31st March 2016, who

is not liable to retire by rotation.

Ms. Shwetambari Rao Chandrakanth has given a declaration to the Board that she meets the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, the person fulfils the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and she is independent of the management.

person as Independent Directors is

 

In compliance with the provisions of

now being placed before the Members

Information provided hereinabove sets

section 149 read with Schedule IV of

for approval.

 

out all such facts as are required to enable the members to understand the

the Act, the appointment of the above person as Independent Directors is

A brief

profile

of

the

Independent

meaning, scope and implications of the

now being placed before the Members

Director

to

be

appointed

is

given

item of business and to take a decision

for approval.

below:

thereon.

22
22

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Notice to Members continued

A brief profile of the Independent Director to be appointed is given below:

Ms. Shwetambari Rao Chandrakant is a Law graduate from ILS Law College, Pune and has 10 years of rich experience in K Law, a leading Law firm in Bangalore. She is a specialist in Corporate and Commercial Laws and advisor on high value transactions involving structuring and setting up of business operations in India.

The Board has appointed Ms. Shwetambari Rao Chandrakant as Independent Director based on her qualification, experience and standing as provided hereinabove.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors or KMP are either directly or indirectly concerned or interested in the said Resolution.

Information provided hereinabove sets out all such facts as are required to enable the members to understand the meaning, scope and implications of the item of business and to take a decision thereon.

Resolution is commended for the consent of the shareholders.

Item No. 7

Ms. Anna Jane Swaithes has been appointed as a Director pursuant to the provisions of Section 161(4) of the Companies Act, 2013 at the Board Meeting held on 3rd February, 2015 to fill the casual vacancy caused on the resignation of Ms. Catherine May, Director and she holds the office upto the date upto which Ms. Catherine

May, former Director would have held

the office.

A brief

Swaithes is provided below:

profile

of

Ms.

Anna

Jane

Ms. Anna Jane Swaithes is Head of

Livelihoods, Land and Food Security at SABMiller plc. Anna joined SABMiller

in 2012, and Anna works closely with

colleagues in local business units,

procurement, technical and sales functions to develop and implement strategies to support sustainable

agriculture, enterprise development and livelihoods. She leads engagement on these topics with external stakeholders such as UN bodies and NGO partners. Immediately prior to joining SABMiller plc, Anna was Head of Development, Cocoa Partnership at Kraft Foods. She led the multi-stakeholder Cadbury Cocoa Partnership from its establishment in 2008 until 2012. She studied Law and German, and subsequently worked for 8 years as

a strategy consultant to the food and beverage sector.

None of the Directors or Key Managerial

Personnal (KMP) or relatives of directors

or KMP are either directly or indirectly

concerned or interested in the said Resolution.

Information provided hereinabove sets out all such facts as are required to enable the members to understand the meaning, scope and implications of the item of business and to take a decision thereon.

Resolution is commended for the consent of the shareholders.

23
23

Item No.8

At the Annual General Meeting of the Company held on 29th August, 2012, the Members empowered the Board of Directors under Section 293(1)(d) of the Companies Act, 1956 to borrow monies for the business purposes of the Company upto a limit of Rs.2,500 Crores over and above the paid up capital and free reserves of the company.

In view of introduction of new Companies Act, 2013, the above limits shall have to be approved by the Shareholders under Section 180(1) (c) of the said Act. Hence, approval of members is sought through resolution proposed under item No.8.

None of the Directors or Key Managerial Personnal (KMP) or relatives of directors or KMP are either directly or indirectly concerned or interested in the said Resolution.

Information provided hereinabove sets out all such facts as are required to enable the members to understand the meaning, scope and implications of the item of business and to take a decision thereon.

Resolution is commended for the consent of the shareholder.

BY ORDER OF THE BOARD Sridhar S Company Secretary

Place: New Delhi Date: 19th May, 2015

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Directors’ Report

Dear Members,

Your Directors have pleasure in presenting their 26th Report and the Statement of accounts for the year ended 31st March 2015.

State of Affairs

 

(Rupees in Crores)

Particulars

Financial

Financial

Year

Year

2014-15

2013-14

Revenue from operations

1939.70

1920.23

Profit/(Loss) before taxation

(127.36)

(99.73)

Less:Provision for taxation

-

-

Profit/(Loss) after taxation

(127.36)

(99.73)

- Profit/(Loss) after taxation (127.36) (99.73) Operations Your company achieved over 5.2 million

Operations

Your company achieved over 5.2 million hectoliters of sales during the year which is c.1% growth over the previous year. The overall Indian beer industry was impacted by National and State assembly election related restrictions during the year coupled with regulatory changes in a number of key states. Despite this, your company was able to achieve increase in turnover from Rs.3363 Crores in 2013-14 to Rs.3412 Crores in 2014-15 helped by price increases taken across states, launch of a new brand Miller Ace and repositioning of brand Foster’s.

Losses for the year increased over the prior year due to commodity cost inflation in the country and higher inter-state taxes due to bifurcation of state of Andhra Pradesh. The extent of the increase in losses was partially mitigated by several management initiatives during the year including price increase taken across 17 states

as well as continued Fit for Purpose cost initiatives on our brewing and packaging costs.

Your Board enjoys the unqualified support of all its financiers whose confidence in the future of your company is evidenced by the fact that all borrowings have been made without the bankers taking any charges over your company’s assets and are used for both short term and long term purposes.

Events subsequent to the date of financial statements

There are no material changes and commitments affecting financial position of the company between 31st March 2015 and the date of Board’s Report.

Dividend

As the Company has incurred loss during the year, the Directors do not

recommend any dividend on the equity capital of the Company.

Our Brands

Haywards 5000

The brand continued its successful journey during 2014-15 as well and gained both in terms of brand equity measures and market share in key states. Our Haywards 5000 Hausla Buland Academy initiative is now in its second year of existence and the program has already touched more than 60,000 people across the country. This year the Hausla Buland Academy extended its reach through a skills development program and conducted many on-ground activations across the country to help people fuel their resolve to reach their next milestone in life in line with the brand’s positioning.

24
24

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

Royal Challenge

Royal Challenge continued to build its “Smoothness” brand proposition and entrenched it through outlet level promotions and other initiatives that helped consumers experience the product proposition of the smoothest beer first hand.

Knock Out

Knock Out continued its focus in its core markets of Karnataka, Maharashtra, Telangana and Andhra Pradesh also during 2014. We launched a new thematic through the line campaign in the second half of the year and introduced regional celebrities as brand ambassadors. As a result our brand equity measures for Knock Out in all above states have improved over the past year.

Foster’s

Foster’s plays a critical role for our business in the Upper-Mainstream beer segment. We have re-launched the brand in 2014 with a new refreshing brew, have innovated our packaging to include thermo- chromatic elements that show consumers when their beer is most refreshing and have imported world class extra-cold assets to deliver Foster’s always extra-cold and most refreshing. Since the re-positioning of Foster’s to the extra-cold refreshment platform, all consumer measures for the brand have improved and this has translated into volume and market share growth across key states for the year.

Miller Franchise

Miller High Life is an easy drinking premium American lager that is produced with the highest standards

of quality. Miller High Life was

launched in India in the year 2011 and the brand perfectly balances bitterness and smoothness, is known for its golden color, high carbonation, the elegantly shaped

clear glass bottle and its consistently crisp smooth taste. Also in 2014 Miller High Life continued to be the fastest growing Premium Mild beer in the industry as more and more urban consumers are discovering

the easy drinking taste of Miller.

Miller ACE instead is the newly introduced American style premium strong beer that we launched in late 2014. This beer is brewed to perfection using a perfect blend of pale and caramel malt with imported barley and “light-stable” hops for a bold flavor and a smooth finish. Miller ACE was launched to address the increasing consumer demand for a world class quality premium strong beer and has already achieved important sales milestones since its launch.

Peroni Nastro Azzurro

Peroni Nastro Azzurro was launched in 7 major metros and its positioning

of Italian style has been brought

alive with world class activations in top key accounts which received

a very positive response from

both consumers and customers. Subtle branding and effortless style combined with a crisp taste has made Peroni Nastro Azzurro the

25
25

beer of choice for cosmopolitan and

stylish drinkers that demand the best

in everything they choose.

Human Resource

It is our people which really set SABMiller India apart. We consciously attract, retain and develop employees with ability, commitment and the ambition to succeed in a result driven, fast paced global business. It’s our people; their belief and commitment to best practices, our values and our quality products which make SABMiller one of the leading and most admired brewers across the globe. SABMiller’s people philosophy has been to enable an organizational culture that values decentralized and entrepreneurial working. We are committed to creating a transparent organization

that helps our employees hone their skills and enable them to deliver superior performance. During the fiscal year 2014-15, SABMiller India focused on various strategic learning programmes, employee engagement and health and safety initiatives aimed at the holistic development of our dynamic workforce. SABMiller India’s Talent Management strategy incorporated

a structured approach in employee

engagement, resourcing, performance and compensation management, competency-based development, career and succession planning and organization building.

maiden ‘Global Employee

Effectiveness Survey’ was conducted

by Towers Watsons in the month of July 2014. In India we had a

Our

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

participation rate of 99% and achieved

a score of 92% in the Employee

Engagement category. Collaboration emerged as a Key strength at 88% followed by Enablement and Energy (well-being) at 85%. EVP – Employee Value Proposition ‘Wi Scale’ which was introduced last year was deeper enabled through various touch points and is steadily moving ahead in its journey of actualization.

This financial year, we introduced a customized ‘Development Centre’ capability enhancement initiative. Initially launched in the technical organization, this enables our employees to know where they stand vis-a-vis organizational expectations and helps the individual further build requisite skills and grow in their career within the organization. On the other hand in 2014-15 we launched ‘Brew a Career’ – an innovative case study approach to our campus hiring programme to attract the right top talent from leading B-Schools and institutes. Our Management/Executive program- ‘Imbibe’, has been further strengthened bymakingitmoreversatileandenhancing the focus on ‘On the Job’ training. Some of the fresh hires were even given overseas exposure as a part of our Global Graduate programme. Further,

on the development front of employees

and to support external hires and internal career paths, the Commercial Acumen Test was introduced in Sales and Marketing functions. This will see a more pervasive entrenchment in the months to follow.

SABMiller India has always endeavoured to maintain transparency, fairness and uniformity in all our people management processes. An ‘Employee Handbook- ‘Genuine

Draught’ was launched in 2014-15 with the objective to percolating this philosophy across all levels of the organisation. The book provides an insight into conditions of employment, responsible behaviour and self-regulation.

At SABMiller India, we believe that creating and maintaining a diverse workforce is a business imperative. We see diversity as a competitive advantage and key ingredient for growth. Hence, we are striving to build an inclusive workplace that promotes cultural agility, a global mind-set and diversity of experience and thoughts. Towards this end, your Company has seen a growing number of women joining the workforce through targeted lateral hiring and hiring at B-School campuses.

SABMiller India continues to maintain its impressive record on industrial relations without any interruption in work. Indeed, this year, SABMiller India has amicably signed 4 long term settlements.

Board Meetings

The Board of Directors met 4 times during the financial year i.e., on 8th May 2014, 6th August 2014, 11th November 2014 and 3rd February 2015.

Directors

In accordance with the Clause (c) sub-Clause (6) of Section 152 of the Companies Act, 2013 at every Annual General Meeting of the Company, one third of the total numbers of Directors are liable to retirement by rotation.

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26

Accordingly Mr. Stephen Victor Shapiro, Director of the company, who is the longest in the office of Director retires by rotation at this Annual General Meeting and being eligible, offer himself for reappointment.

Ms. Catherine May has resigned from the Group and as such resigned as a Director of the company w.e.f. 31st October, 2014. The Board placed on record their appreciation for the meritorious services rendered by Ms. Catherine May during her tenure as Director of the company.

Mr. Grant Liversage has resigned as a Managing Director w.e.f. 31st December, 2014. The Board placed on record their appreciation for the meritorious services rendered by Mr. Grant Liversage during his tenure as Managing Director of the company.

Mr. Shalabh Seth has been appointed as Managing Director of the company w.e.f. 1st January, 2015.

Ms. Anna Jane Swaithes has been appointed as Director w.e.f. 3rd February, 2015 to fill the casual vacancy caused by the resignation of Ms. Catherine May, Director and she will hold office upto the date upto which Ms. Catherine May, former Director would have held the office.

Mr. T.S.R. Subramanian has resigned as a Director of the company w.e.f. 3rd February, 2015 on personal grounds. The Board placed on record their appreciation for the meritorious services rendered by Mr. T.S.R. Subramanian during his tenure as Director of the company.

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

Key Managerial Personnel

During the year Mr. Shalabh Seth, Managing Director, Mr. Tejvir Singh, Chief Finance Officer and Mr. Sridhar S, Company Secretary were appointed as Key Managerial Personnel of the Company.

During the year Mr. Paul D’Silva, Chief Finance Officer who was appointed as Key Managerial Personnel has resigned.

Independent Directors

Mr.

Ms. Shwetambari Rao Chandrakant were appointed as Independent Directors by the Board at their meeting held on 3rd February 2015 effective 1st April 2015.

Arun Monappa and

Declaration from Independent Directors

The Company has received declaration from Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section

149(6).

Composition of Audit Committee

During the year, the Audit Committee was re-constituted. The present members of the Committee are Mr. Ari Mervis, Mr. Arun Monappa, Independent Director and Ms. Shwetambari Rao Chandrakant, Independent Director. The company has revised the Terms of Reference of the Audit Committee during the year

to comply with the provisions of the Companies Act, 2013.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was re-constituted during the year as required under sub section (1) and (3) of Section 178 of the Companies Act, 2013. The present members of the Committee are Mr. Ari Mervis, Mr. Arun Monappa, Independent Director and Ms. Shwetambari Rao Chandrakant, Independent Director.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted during the year as required under sub section (1) and (5) of Section 178 of the Companies Act, 2013. The present members of the Committee are Mr. Ari Mervis, Mr. Tejvir Singh, Mr. Suyog Karajgi and Mr. Sridhar S.

Vigil Mechanism

The company has an established mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy of the Company prior to the enactment of Companies Act, 2013 and the same has been construed as Vigil Mechanism in terms of Section 177 of the said Act. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. All suspected violations

27
27

and Reportable Matters are reported to the Audit Committee.

Report as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace as per the Act and has also constituted Internal Complaints Committees to inquire into complaints of sexual harassment and recommend appropriate action.

There were no complaints received by the Internal Complaints Committees during the financial year 2014-15.

Directors’ Responsibility Statement

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 at the end of the financial year and of the profit and loss of the company for that period.

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis and

5. 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.

Extract of Annual Return

the Secretarial Audit Report of M/s Kedarnath & Associates, Practising Company Secretary is annexed to this report.

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

A. Conservation of Energy

Energy efficiency in breweries is achieved through a process of continuous improvement. The company continues to identify opportunities through benchmarking globally against breweries of the SABMiller group. The company has a robust energy management practice that involves:

emission as well as overall Energy reduction.

5. HighlyfocusedAuditsthroughglobal Energy Auditing tools to identify opportunities for improvements and implementation.

6. Focused Improvement Projects in all the Breweries through Manufacturing Way (Mway) with Employees Team work resulted in innovative ideas for improvement and Energy reduction in their respective Area. A significant part of energy savings is due to such improved operational practices.

B. Technology Absorption

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Auditors

1. Extensive benchmarking against global standards across SABMiller group industry standards.

Regular reviews of investments for energy improvement initiatives viz., Condensate recovery Improvement & Flash Steam recovery in Steam

Administration) Rules, 2014, an extract of Annual Return in MGT 9 is annexed to this Report.

2. Robust reporting & review mechanisms for detailed analysis of Energy usages in Breweries and ranking them according to

3. Knowledge sharing across the

Systems, Vapor Heat recovery systems in Brewing, De Super heaters in Refrigeration plants to recover waste heat and used for hot water generation, Variable Speed Drives on refrigeration

M/s. B S R & Co. LLP, Chartered Accountants have been appointed as Statutory Auditors of the Company in the last Annual General Meeting of the Company to hold office upto the financial year 2016-17. The Audit

the individual performances on common scale.

Breweries with more focus and implement cross brewery best-in- class practices very quickly.

& Air Compressors and Bio gas usage in Boiler are done on a continuous basis. Such investments are made at appropriate times after a thorough review of benefits, costs, existing practices and people capabilities.

Committee and the Board has no

The

company

has

not

made

any

objection in continuation of B S R

4. Focused Actions on reducing CO 2

purchases of

technology

or

made

& Co. LLP as Statutory Auditors for

emissions from our operations

payments

towards

 

transfer

of

the financial year 2015-16 subject to

through utilization of renewable

technology

during

the

year under

ratification by the Shareholders at the ensuing Annual General Meeting.

Energy sources like Bio-mass Boilers, Solar Heating systems,

review.

 

Vapor absorption Refrigeration

C.

Foreign Exchange

 

Secretarial Audit

plants and Bio gas usage in Boiler as ancillary fuel. Actions

Earnings and Outgo

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013,

on Electricity usage reduction, focusing the reduction in CO 2

During the year, the company has earned Rs.74.80 Crores in foreign exchange.

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OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

An amount of Rs. 93.07 Crores was incurred in foreign exchange.

Details relating to Deposits

During the year, the Company has not accepted any public deposits as defined in the Companies (Acceptance of Deposits) Rules, 2014.

Corporate Social Responsibility Policy

The Company has adopted a policy on Corporate Social Responsibility and the Corporate Social Responsibility Committee comprises of Mr. Stephen Shapiro, Ms. Shwetambari Rao Chandrakant and Ms. Anna Swaithes.

The Company has not made any profits during the last several years including last three financial years and as such spending of 2% of profits of the Company does not arise. However, as a good corporate citizen, the company is carrying out CSR activities suo moto in some of the areas. For more details, please refer to the Sustainable Development Report.

Risk Management Policy

The Company has had a Risk Management system in place even prior to the enactment of the Companies Act, 2013. The Risk Management system encompasses all aspects of Risk Management on how risks should be identified, prioritized and reported to facilitate the management of those risks. The Company has adopted a Risk Management Policy as a part of its Risk Management system. All the

Functions, Breweries and Offices and employees at all levels are tasked with the requirement of identifying and reporting risks. The employees are guided by the process and practice as enumerated in the Enterprise Risk Management and Reporting Manual adopted by the Company. The Manual incorporates industry- wide and SABMiller Group level best practices in Risk Management. Top strategic and operational risks are reviewed and action plans to mitigate such risks are monitored by the top management and the Audit Committee.

Particulars of loans, guarantees or investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the Company has provided loan of Rs.34,47,707/- to SABMiller Breweries Private Limited, a company wholly owned by the SABMiller group.

Formal Annual Evaluation of Board performance

In terms of the newly enacted Companies Act, 2013 a formal annual evaluation of the performance of the board and that of its committees and individual directors needs to be carried out by the board. The Act also stipulates evaluation of performance of independent directors by the Board. Further, the Nomination and Remuneration Committee is inter alia required to carry out the performance evaluation of every director. It may be noted that the Nomination and Remuneration Committee shall comprise of three or more non-

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29

executive directors out of which not less than one-half shall be independent directors. The Central Government had extended time for induction of independent directors into the Board upto 31st March 2015 and accordingly the constitution of Nomination and Remuneration Committee in terms of the Companies Act, 2013 as stated above had to be ensured on or before 31st March 2015. The Company after efforts to bring in independent directors on the board, could identify and appoint two independent directors effective from 1st April 2015 and the Nomination and Remuneration Committee was also reconstituted effective from 1st April 2015 in compliance with the requirements under the Companies Act, 2013. Accordingly, the Nomination and Remuneration Committee will carry out the performance evaluation of the directors from the Financial Year

2015-16.

Acknowledgement

Your Directors wish to place on record their appreciation for contribution made by the employees at all levels. The Directors would also like to acknowledge the continued support extended by Bankers, Distributors, Shareholders, Customers and Suppliers.

FOR AND ON BEHALF OF THE BOARD

Shalabh Seth

Managing Director

Ari Mervis

Director

Place: New Delhi Date: 19th May, 2015

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March 2015

I. REGISTRATION AND OTHER DETAILS:

1

CIN

U65990MH1988PLC049687

2

Registration Date

18th November 1988

3

Name of the Company

SABMiller India Limited

4

Category/Sub-Category of the company

Company limited by shares

5

Address of the registered office and contact details

Unit No.301-302, Dynasty Business Park B Wing, Andheri Kurla Road Andheri (East), Mumbai 400 059 Tel: (022) 39499999 | Fax: (022) 30913666

6

Whether listed company Yes/No

No

7

Name, address and contact details of Registrar and Transfer Agent, if any

Sharepro Services (India) Pvt Ltd Samhita Warehousing Complex, Gala No.52 to 56, Building No.13AB Near Sakinaka Telephone Exchange, Andheri Kurla Road, Sakinaka Mumbai 400 072 Tel: (022) 67720300 / 67720400 | Fax: (022) 2850 8927

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Sl.No.

Name and Description of main products/services

NIC Code of the product/service

% of total turnover of the company

1

Beer

15531

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

 

Name and Address of the company

 

Holding / Subsidiary / Associates

% of shares held

Applicable

Sl.No.

CIN/GLN

Section

 

1 SABMiller Asia B.V

-

Holding company

51.76

2(46)

 

2 SABMiller Breweries

Private Limited

U99999MH1995PLC138600

Associate company

45.36

2(6)

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30

OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

 

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% of

change

Category of shareholders

               
     

% of

     

% of total shares

during the

 

Demat

Physical

Total

total

Demat

Physical

Total

year

shares

A.

PROMOTERS

1) Indian

 

a)

Individual/HUF

0

0

0

0.00

0

0

0

0.00

0.00

b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

142069512

0

142069512

45.36

142069372

153

142069525

45.36

0.00

e) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

f)

Any other

0

0

0

0.00

0

0

0

0.00

0.00

Sub Total (A) (1)

142069512

0

142069512

45.36

142069372

153

142069525

45.36

0.00

2) Foreign

 

a) NRI Individual

0

0

0

0.00

0

0

0

0.00

0.00

b) Other individuals

0

0

0

0.00

0

0

0

0.00

0.00

c) Bodies Corporate

167676855

1651174

169328029

54.07

167676855

1651174

169328029

54.07

0.00

d) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

e) Any other

0

0

0

0.00

0

0

0

0.00

0.00

Sub Total (A) (2)

167676855

1651174

169328029

54.07

167676855

1651174

169328029

54.07

0.00

Total shareholding of Promoter

309746367

1651174

311397541

99.43

309746227

1651327

311397554

99.43

0.00

(A)=(A)(1)+(A)(2)

B.

PUBLIC SHAREHOLDING

1) Institutions

 

a) Mutual Funds

0

2240

2240

0.00

0

2240

2240

0.00

0.00

b) Banks/FI

1312

2696

4008

0.00

1312

2696

4008

0.00

0.00

c) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

d) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g) FIIs

0

0

0

0.00

0

0

0

0.00

0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (Specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub Total (B) (1)

1312

4936

6248

0.00

1312

4936

6248

0.00

0.00

2) Non Institutions

 

a) Bodies Corporate

                 

i) Indian

35406

14363

49769

0.02

35996

15178

51174

0.02

0.00

ii) Overseas

0

0

0

0.00

0

0

0

0.00

0.00

31
31

DIRECTORS’ REPORTSUSTAINABLE

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

b)

Individuals

                 

i) Individual shareholders holding nominal share capital upto Rs.1 lakh

 

336690

1267890

 

1604580

0.51

 

330499

1258256

1588755

 

0.51

0.01

ii)

Individual shareholders

                 

holding nominal share capital in

 

18800

 

0

 

18800

0.01

 

33327

 

0

33327

 

0.01

0.00

excess of Rs.1 lakh

           

c)

Others (specify)

 

6244

 

87554

 

93798

0.03

 

8834

 

84844

93678

 

0.03

0.00

Sub Total (B) (2)

 

397140

1369807

 

1766947

0.56

 

408656

1358278

1766934

 

0.56

0.00

Total public shareholding (B)=(B)

 

398452

1374743

 

1773195

0.57

   

409968

1363214

1773182

 

0.57

0.00

(1)+(B)(2)

 

C. Shares held by Custodian for GDRs & ADRs

 

0

 

0

 

0

0.00

 

0

 

0

 

0

 

0.00

0.00

Grand Total (A+B+C)

310144819

3025917

 

313170736

100.00

 

310156195

3014541

313170736

 

100.00

0.00

ii.

Shareholding of Promoters

 
   

Shareholding at the beginning of the year

 

Shareholding at the end of the year

 

% of

           

change

Sl.

Shareholder’s Name

 

% of shares Pledged/ encumbered to total shares

 

% of shares Pledged/ encumbered to total shares

in share

No.

No. of shares

% of total shares of the company

No. of

% of total shares of the company

holding

 

shares

during the

     

year

1

SABMiller Asia B.V

 

162086038

 

51.76

 

0.00

162086038

 

51.76

 

0.00

0.00

2

SABMiller Breweries Pvt Ltd

142069512

 

45.36

 

0.00

142069525

 

45.36

 

0.00

0.00

3

SABMiller India Holdings

 

5590817

 

1.79

 

0.00

5590817

 

1.79

 

0.00

0.00

4

Austindia Pty Limited

 

1651174

 

0.53

 

0.00

1651174

 

0.53

 

0.00

0.00

 

Total

 

311397541

 

99.44

 

0.00

311397554

 

99.44

 

0.00

0.00

iii.

Change in Promoters’ Shareholding (please specify, if there is no change)

 

Sl.

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

No.

Particulars

 

No. of shares

 

% of total shares of the company

No. of shares

 

% of total shares of the company

1

At the beginning of the year

   

311397541

 

99.44

 

311397541

 

99.44

2

Datewise increase/decrease in promoters shareholding during the year specifying the reasons

         

for increase/decrease (eg. Allotment/transfer/bonus/ sweat equity, etc)

-

Increase on transfer

14.07.2014

 

4

 

0.00

 

4

 

0.00

20.10.2014

50

0.00

50

0.00

08.12.2014

800

0.00

 

800

0.00

16.01.2015

80

0.00

 

80

0.00

-

Decrease on transfer

       

20.06.2014

 

117

 

0.00

 

117

 

0.00

3

At the end of the year

   

311398358

 

99.44

 

311398358

 

99.44

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OUR BRANDS

DEVELOPMENT REPORT

MANAGING DIRECTOR’S STATEMENT

NOTICE

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited Annual Report 2014-15

Directors’ Report continued

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.

 

Shareholding at the beginning of the year

 

Cumulative shareholding during the year

No.

For each of the top 10 shareholders

No. of shares

 

% of total shares of the company

 

No. of shares

 

% of total shares of the company

1

SUNIL KUMAR JUVVADI

 

18800

 

0.01

 

18800

 

0.01

2

BARMALT (INDIA) PVT LTD

 

18040

 

0.01

 

18040

 

0.01

3

MADHU SHEKHAR BHANDARI

 

12560

 

0.00

 

12560

 

0.00

4

LAXMIKANT RAMPRASAD KABRA

 

7720

 

0.00

 

14527

 

0.00

5

SRINIVAS NAYAK P

 

7177

 

0.00

 

7177

 

0.00

6

ATUL SARIN

 

6989

 

0.00

 

6989

 

0.00

7

KAMALAKAR VASUDEO KAMAT

 

6847

 

0.00

 

6847

 

0.00

8

LEKHA PATEL

 

6000

 

0.00

 

6000

 

0.00

9

ATUL PROMOTERS PRIVATE LIMITED

 

5440

 

0.00

 

5997

 

0.00

10

ANIL KUMAR DHIR

 

5383

 

0.00

 

4440

 

0.00

v.

Shareholding of Directors and Key Managerial Personnel:

 

Sl.

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

No.

For each of the directors and KMP

No. of shares

 

% of total shares of the company

No. of shares

% of total shares of the company

1

At the beginning of the year

 

14

 

0.00

 

14

0.00

 

Datewise increase/decrease in promoters

         

shareholding during the year specifying the reasons