SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029
Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897
Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh – 462011
Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470
Email : [email protected] Website: www.somindia.com
CIN : L74899DL1993PLC052787
(BSE : 507514, NSE : SDBL)

SDBL/BSE/NSE/2023 05.09.2023
To
The Manager, Dy. General Manager,
Listing Department, Department of Corporate Services,
NATIONAL STOCK EXCHANGE OF BSE LIMITED,
INDIA LIMITED
‘Exchange Plaza’ C-1, Block G, First Floor, P.J. Towers,
Bandra-Kurla Complex, Bandra (E), Dalal Street, Fort,
Mumbai-400 051. Mumbai – 400001.
[email protected] [email protected]
Security ID: SDBL Security ID: 507514

SUB: ANNUAL REPORT OF THE COMPANY FOR THE FINANCIAL YEAR 2022-23.

Dear Sir/Madam,

Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and in compliance with the relevant circulars issued by the Ministry of
Corporate Affairs and the Securities and Exchange Board of India, please find enclosed
herewith the Annual Report for the financial year 2022-23, comprising the Notice of the AGM
for the financial year 2022-23, along with Board's Report, Auditors’ Report and other
documents required to be attached thereto. The 30th Annual Report is also uploaded on the
website of the Company at www.somindia.com.

Kindly take the same on your record.

Thanking You,

For Som Distilleries and Breweries Limited

Digitally signed by
OM PRAKASH OM PRAKASH SINGH
SINGH Date: 2023.09.05
16:15:55 +05'30'

Om Prakash Singh
Company Secretary and Compliance Officer

Encl: As above
1
 WHAT ’S
YOUR

2 | SDBL ANNUAL REPORT 2022-23

CORPORATE OVERVIEW
CORPORATE INFORMATION 04
FROM THE DESK OF CHAIRMAN & MANAGING DIRECTOR 05
FINANCIAL HIGHLIGHTS 06
OPERATIONAL HIGHLIGHTS 07
MANAGEMENT DISCUSSION AND ANALYSIS REPORT 08

MANAGEMENT REPORTS
NOTICE OF AGM 13
BOARD’S REPORT 29
CORPORATE GOVERNANCE REPORT 59
CERTIFICATE CORPORATE GOVERNANCE 71
WTD / CFO CERTIFICATE 73

FINANCIAL STATEMENTS

STANDALONE FINANCIAL STATEMENTS

AUDITORS’ REPORT 71
BALANCE SHEET 81
STATEMENT OF PROFIT AND LOSS 83
CASH FLOW STATEMENT 84
STATEMENT OF CHANGES IN EQUITY 86
NOTES TO THE FINANCIAL STATEMENTS 87

CONSOLIDATED FINANCIAL STATEMENTS

AUDITORS’ REPORT 107
CONSOLIDATED BALANCE SHEET 112
CONSOLIDATED STATEMENT OF PROFIT AND LOSS 114
CONSOLIDATED CASH FLOW STATEMENT 115
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 118
DISCLOSURE PURSUANT TO SECTION 129(3)
OF THE COMPANIES ACT, 2013 136

3
CORPORATE
INFORMATION
BOARD OF DIRECTORS EXECUTIVE, LEGAL AND BORROWING COMMITTEE
Mr. Jagdish Kumar Arora Mr. Nakul Kam Sethi, Chairperson
Chairman and Managing Director Mr. Deena Nath Singh
Mr. Rajesh Kumar Dubey
Mr. Nakul Kam Sethi
Whole Time Director
Mr. Satpal Kumar Arora STATUTORY AUDITORS
Director (Non-Executive & Independent) M/s AKB Jain & Co.,
Mr. Uma Kant Samal Chartered Accountants
Director (Non-Executive & Independent) E-2/316, Arera Colony, Bhopal
Madhya Pradesh - 462 016
Mr. Deena Nath Singh
Director (Non-Executive & Independent)
Ms. Nishi Arora SECRETARIAL AUDITORS
Woman Director (Non-Executive & Independent) M/s N.K. Jain & Associates
Company Secretaries
208, Akansha, Press Complex,
CHIEF FINANCIAL OFFICER
Zone I, M.P. Nagar, Bhopal 462011
Mr. Rajesh Kumar Dubey

REGISTRAR & SHARE TRANSFER AGENT

COMPANY SECRETARY & COMPLIANCE OFFICER
MAS Services Limited
Mr. Om Prakash Singh T-34, Okhla Industrial Area,
Phase-ll, Delhi 110020

BOARD COMMITTEES
BANKS / FINANCIAL INSTITUTIONS
AUDIT COMMITTEE
State Bank of India
Mr. Satpal Kumar Arora, Chairperson
DBS Bank Ltd.
Mr. Uma Kant Samal
Bandhan Bank
Mr. Nakul Kam Sethi
Punjab National Bank
Mr. Deena Nath Singh
Ms. Nishi Arora
REGISTERED OFFICE
NOMINATION AND REMUNERATION COMMITTEE
CIN: L74899DL1993PLC052787
Mr. Uma Kant Samal, Chairperson 1-A Zee Plaza, Arjun Nagar,
Mr. Satpal Kumar Arora Safdarjang Enclave,
Ms. Nishi Arora Kamal Cinema Road,
New Delhi-110029
Tel.: 011 26169909, 26169712
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mr. Uma Kant Samal, Chairperson
CORPORATE OFFICE
Mr. Nakul Kam Sethi
Mr. Deena Nath Singh 23, Zone-II,
Ms. Nishi Arora M.P. Nagar,
Bhopal-462 011
Tel.: 0755 4271271, 4278827
INVESTOR GRIEVANCES CUM
STAKEHOLDER RELATIONSHIP COMMITTEE
STOCK EXCHANGE
Mr. Satpal Kumar Arora, Chairperson
Mr. Nakul Kam Sethi BSE Limited
Mr. Deena Nath Singh BSE Security ID: 507514
Ms. Nishi Arora National Stock Exchange of India
NSE Security ID: SDBL

RISK MANAGEMENT COMMITTEE

INVESTOR’S HELP-DESK
Mr. Nakul Kam Sethi, Chairperson Email: [email protected]
Mr. Deena Nath Singh Phone: +91 755 4278827
Ms. Nishi Arora

4 | SDBL ANNUAL REPORT 2022-23

Dear Friends and Fellow Shareholders,
This year has been truly remarkable, characterized by achievements and milestones, coupled with robust financial performance. I am delighted to
share that our financial performance in FY2023 has exceeded expectations, showcasing our continued focus on growth and resiliency in the face of
challenges. Our total income for FY2023 stood at an impressive Rs. 8,080 million, a growth of 121.1% Y-o-Y and, our Profit After Tax (PAT) stood at Rs.
603 million, thus signalling our efficiency of operations and our strategic direction.
Throughout the year, we witnessed several pivotal developments that have propelled our company to new heights. Market performance of our
Genius Prestige whiskey in the Karnataka segment has been a notable achievement, garnering 46% market share within three months of its launch
showcasing the remarkable reception and demand for our product.
In another significant development, both our Legend Brandy and Pentagon whisky have been approved for nationwide distribution by the Canteen
Stores Department (CSD), thus opening up opportunities for our brands to reach a wider customer base & geography.
To support our growth and expansion plans, we have successfully executed a comprehensive capital expenditure program. As part of this initiative,
we have established a state-of-the-art canning facility at our Bhopal Plant and also enhanced our production capacity at Hassan Plant in Karnataka,
to meet the growing demand for our products at a cost of Rs. 850 million.
Another crucial milestone was the ongoing expansion of our Odisha Plant, which was completed in June 2023. This expansion, with a capex outlay
of Rs. 350 million, will enable us to cater to the rising demand in the region and further strengthen our market position.
Our commitment to excellence and customer satisfaction has yielded exceptional results. In January, our Karnataka unit achieved the highest sales
ever recorded in a single month.
On the contract manufacturing side, during Q3 FY2023, Radico Khaitan has signed an agreement to manufacture their IMFL and Ready-to-Drink
brands at our plant in Hassan. This contract while enhancing our capacity utilization of the IMFL facility will also reinforce our reputation as a trusted
and reliable partner.
I am also delighted to share that our beer volumes have witnessed remarkable growth. SOM beer volumes have grown at an annual rate of 2.1x,
Power Cool by 2.8x, while Hunter’s volume nearly doubled from the previous fiscal year. This growth indicated a strong market demand for our
products. It is noteworthy that beer accounted for 94% of our total volumes and 91% of the revenue during FY23, underscoring the strength and
dominance of our beer portfolio in the market.
As we reflect on the achievements of the past year, we recognize that our success would not have been possible without the unwavering support and
trust of our stakeholders. I extend my deepest gratitude to each one of you for your continued belief in our company’s potential and strategic intent.
Looking ahead, we are confident that the foundation we have laid and the strategic initiatives we have undertaken will fuel our future growth. Our
strong market presence, production capabilities, and product portfolio, have positioned us well to capitalize on emerging opportunities and deliver
value to our customers and shareholders.
Thank you for your support and belief in our potential. Here is our promise to another year of growth and prosperity.

J.K. Arora
Chairman & Managing Director

5
FINANCIAL
HIGHLIGHTS (All figures in Rs. Lakhs)

149937.69 6030.23

65650.34
50965.86

(3807.29) (984.00)
FY-2021 FY-2022

FY-2021 FY-2022 FY-2023 FY-2023

GROSS TOTAL REVENUE PROFIT AFTER TAX

37536.94
28957.27 10342.85
28180.59

1958.95
(700.01)
FY-2021

FY-2021 FY-2022 FY-2023 FY-2022 FY-2023

NET WORTH EBITDA

(Rs. in Lakhs)
12M Y-o-Y
Particulars
FY2023 FY2022 Growth (%)
Total Income 80,801 36,546 121.1%
Gross Profit 32,274 15,808 104.2%
Margin (%) 39.9% 43.3% -
EBITDA 10,343 1,959 nm
Margin (%) 12.8% 5.4% -
Interest 1,597 1,535 4.0%
Depreciation 1,701 1,678 1.4%
Net Profit (After Tax) 6,030 (984) nm
Margin (%) 7.5% (2.7)% -
6 | SDBL ANNUAL REPORT 2022-23
 OUR BRANDS

OPERATIONAL
HIGHLIGHTS Beer
Sales Volume
47.2 Lakh Cases
+62.0 %
IMFL
Volume
2.4 Lakhs Cases
+43.2 %
FY 2023 Vs FY 2022

Net Debt /
EBITDA
2.22x

Total
Income
Rs. 2,530 mn
+73.4 %
EBITDA
Rs. 286 mn
Margin:
+11.3 %
PAT
Rs. 159 mn
Margin: +6.3 %

7
SOM DISTILLERIES & BREWERIES LIMITED
MANAGEMENT DISCUSSION & ANALYSIS
1. Economy and Outlook years due to the pandemic. Lockdowns and higher taxes had
a notable impact. To counter these distribution bottlenecks,
According to the IMF, Global growth is projected to fall from the industry modified its distribution means to comply with
an estimated 3.5 percent in 2022 to 3.0 percent in both 2023 restrictions, introduced new product combinations to meet
and 2024. While the forecast for 2023 is modestly higher than evolving consumer demands, etc, post-pandemic, resulting in
predicted in the April 2023 World Economic Outlook (WEO), it the industry rebounding and surge in sales. The industry also saw
remains weak by historical standards. The rise in central bank a growing demand for premium and luxury alcoholic beverages,
policy rates to fight inflation continues to weigh on economic driven by a rising middle class with higher disposable incomes,
activity. Global headline inflation is expected to fall from 8.7 increasing urbanization, and a desire for sophisticated drinking
percent in 2022 to 6.8 percent in 2023 and 5.2 percent in 2024. experiences.
Underlying (core) inflation is projected to decline more gradually,
and forecasts for inflation in 2024 have been revised upward. States like Karnataka, Maharashtra, West Bengal, Odisha,
Telangana, Delhi, Haryana, Punjab, among few others are
The global recovery from the COVID-19 pandemic and Russia’s the prominent consuming states for alcobev in India. Liquor
invasion of Ukraine is slowing amid widening divergences stores are the preferred sales channel for alcobev, primarily
among economic sectors and regions. due to alcohol consumption being an outdoor activity, while
supermarkets and malls are more prevalent in tier I and tier II
The World Health Organization (WHO) announced in May that it
cities.
no longer considers COVID-19 to be a “global health emergency.”
Supply chains have largely recovered, and shipping costs and Beer Industry
suppliers’ delivery times are back to pre-pandemic levels. But
forces that hindered growth in 2022 persist. Inflation remains Beer, a popular alcoholic beverage made from water, malted
high and continues to erode household purchasing power. barley, yeast, and hops, has gained popularity among consumers
Policy tightening by central banks in response to inflation has due to changing lifestyles, rapid urbanization, and increasing
raised the cost of borrowing, constraining economic activity. disposable incomes. India, being one of the fastest growing and
Immediate concerns about the health of the banking sector least penetrated markets, presents a promising opportunity for
have subsided, but high interest rates are filtering through major players in the beer industry.
the financial system, and banks in advanced economies have
significantly tightened lending standards, curtailing the supply Consumers in India are gradually shifting towards beer due to
of credit. The impact of higher interest rates extends to public its lower alcohol content compared to spirits like whisky, vodka,
finances, especially in poorer countries grappling with elevated brandy, and rum. The decrease in selling and distribution costs
debt costs, constraining room for priority investments. As a has further contributed to the growth of the beer industry.
result, output losses compared with pre- pandemic forecasts The market has observed product and packaging innovations,
remain large, especially for the world’s poorest nations. with canned beer, draught beer, and craft beer gaining traction
among customers. Canned beer offers convenience and
The recent resolution of the US debt ceiling standoff and, earlier ease of transportation, while freshly brewed, on-tap beer has
this year, strong action by authorities to contain turbulence in shown steady growth. The emergence of brewpubs in cities
US and Swiss banking reduced the immediate risks of financial like Bengaluru, Gurgaon, and Pune has also contributed to the
sector turmoil. This moderated adverse risks to the outlook. overall expansion of the beer market in India.
However, the balance of risks to global growth remains tilted to
the downside. Inflation could remain high and even rise if further The pandemic presented challenges to the beer industry, but
shocks occur, including those from an intensification of the war it has also spurred innovations and the exploration of new
in Ukraine and extreme weather-related events, triggering distribution channels. With physical stores closed, beer suppliers
more restrictive monetary policy. Financial sector turbulence turned to home deliveries and online platforms to sustain sales.
could resume as markets adjust to further policy tightening by The changing consumer behaviours has opened up new means
central banks. China’s recovery could slow, in part as a result of of reaching out to them fast and safe in a cost-effective manner.
unresolved real estate problems, with negative cross-border
According to The International Market Analysis Research
spill overs. Sovereign debt distress could spread to a wider
and Consulting Group (IMARC Group) a leading advisor on
group of economies. On the upside, inflation could fall faster
management strategy and market research worldwide, India
than expected, reducing the need for tight monetary policy, and
beer market size reached INR 383 billion in 2022, and is expected
domestic demand could again prove more resilient.
to reach INR 622 Billion by 2028, exhibiting a growth rate (CAGR)
In most economies, the priority remains achieving sustained of 8.1%.
disinflation while ensuring financial stability.
IMFL Industry
2. Indian Alcobev Industry
The Indian-made foreign liquor (IMFL) sector in India had a strong
The Indian Alcobev Industry has experienced significant growth growth in FY2023, with sales volumes rising by 14.0% to reach
in recent years, positioning itself as one of the fastest-growing 385 million cases. This growth can be attributed to factors such
beverage markets globally and becoming the third-largest as the gradual economic recovery from the pandemic, increased
market for alcoholic beverages worldwide. This growth can be disposable incomes among consumers, and the growing
attributed to increasing urbanization, rising disposable income, popularity of premium alcoholic beverages. Whisky remained
raising youth aspirations and changing consumer preferences. the most popular IMFL category, but there was also significant
With India’s high population growth rate, a significant number growth in the gin segment, which saw a 48.0% increase in sales
of drinking-age adults emerge annually, contributing to an volumes.
increase in alcohol consumption rates.
Looking ahead, the IMFL sector is expected to continue growing,
The industry had its own share of distress over the past two driven by the rising popularity of alcoholic beverages among
consumers and the growth of the online alcohol market. The
8 | SDBL ANNUAL REPORT 2022-23
 premium segment within the IMFL sector showed strong growth, rum, brandy, vodka, and whisky.
driven by the increasing demand for imported and domestic
brands offering a premium experience. The online alcohol The company takes pride in its three key millionaire brands -
market is also expanding rapidly in India, further contributing to Hunter, Black Fort, and Power Cool. These brands have achieved
the growth of the IMFL sector. Overall, the IMFL sector plays a impressive sales volumes of more than 1 million cases per annum,
crucial role in the Indian economy and is expected to maintain showcasing their popularity among consumers. Additionally,
its upward trajectory in the coming years. in FY2020, the company launched Woodpecker Wheat Beer,
which is India’s first filtered wheat beer, adding innovation to its
3. Demand Drivers for the Alcobev Industry product offerings.

The alcobev industry in India is experiencing remarkable growth The company focuses on introducing new products with seasonal
and is poised to continue expanding in the coming years. themes to enhance consumer traction and engagement. This
Following are few key factors that are driving the growth of the strategy includes the introduction of Hunter Pint Beer and
industry: various flavors of ready-to-drink (RTD) drinks. By continuously
innovating and expanding its product range, the company aims
• Growing urban population: India’s rapid urbanization is to capture evolving consumer preferences and boost brand
contributing to an increased consumer base for alcoholic loyalty.
beverages. As more people move to urban areas, they are
exposed to a wider range of alcoholic beverages and have An advantage of the company is being the only listed
greater access to them company in India that has both beer and IMFL segments. This
complementarity reduces the risk of seasonality and provides
• Rising disposable incomes: With the rise in disposable marketing efficiencies. The combination of beer and IMFL allows
incomes among Indians, there is an upward trend in the the company to cater to a wide range of consumer preferences
demand for premium alcoholic beverages. Consumers and capture opportunities in both segments.
are willing to spend more on high-quality and innovative
products, driving the growth of the alcobev industry The company is committed to maintaining its market position as
a leading player in the alcoholic beverages industry in India. By
• Changing consumer preferences: Indian consumers are offering a diverse product portfolio, focusing on innovation, and
becoming more discerning in their choice of alcoholic leveraging its unique position with beer and IMFL, the company
beverages. They are seeking premium and innovative aims to drive growth, increase market share, and deliver value to
products that align with their evolving tastes and its stakeholders.
preferences. This shift in consumer demand is creating
opportunities for the industry to introduce new and
Capacity
exciting offerings SDBL Woodpecker SDBOPL Total
(In million
(Bhopal) (Karnataka) (Odisha) Capacity
• Growth of the out-of-home (OOH) segment: The OOH cases)
segment, which includes bars, restaurants, and other Beer 15.2 9.0* 6.0* 30.2
social venues, is experiencing rapid growth in India. This
expansion is driving the demand for alcoholic beverages IMFL 0.6 2.7 0.6 3.9
in these settings, further fueling the growth of the alcobev * Expanded Capacity
industry BEER Portfolio
• Rise of e-commerce: The rapid growth of the e-commerce • Hunter Refreshing Strong Premium Beer
market in India has opened up new avenues for the • Black Fort Super Strong Beer
alcobev industry. Online platforms provide an accessible • Black Fort Lager Premium Beer
and convenient way for consumers to purchase alcoholic • Woodpecker Lager Beer
beverages, expanding the industry’s reach and boosting
• Power Cool Beer
sales
IMFL
Further, the relaxation of liquor laws by the government in recent • Pentagon Gold Edition Whisky
years has played a significant role in the industry’s growth. It has • Milestone Blue Whisky
increased the availability of alcoholic beverages and made them
• Legend Premium Whisky
more accessible to consumers.
RUM
The alcobev industry in India is responding to these demand • Pentagon XO Premium Rum
drivers by focusing on premiumization, innovation, and brand • Black Fort XXX Matured Rum
awareness. Companies are launching new premium brands and
Vodka
products to cater to the growing demand for higher quality
offerings. They are also introducing innovative products, such as • White Fox Triple Distilled Vodka
ready-to-drink cocktails and craft beers, to capture consumers’ • White Fox Triple Distilled Vodka Naughty Green Apple
attention. Marketing and advertising campaigns are being • White Fox Triple Distilled Vodka Naughty Orange
employed to raise brand awareness and expand the consumer Brandy
base.
• Legend Rare Brandy
Overall, the alcobev industry in India is thriving and with the • Milestone VSOP Brandy
demand drivers, the industry is well-positioned for continued RTD
growth and success in the future. • White Fox Refresh Cosmo Cranberry Vodka Mixed Ready to Drink
4. Business Overview • White Fox Refresh Tangy Lemon Vodka Mixed Ready to Drink
• White Fox Refresh Naughty Orange Vodka Mixed Ready to Drink
SOM Distilleries & Breweries Limited, is a leading alcoholic • White Fox Refresh Wild Passion Fruit Vodka Mixed Ready to Drink
beverages manufacturer based in Bhopal, India. The company
primarily is in the production of beer and the blending and 5. Threats and Concerns
bottling of Indian Made Foreign Liquor (IMFL). With a diverse
The Alcobev industry in India faces several threats and concerns
product portfolio, the company offers a broad line of products
that can impact the operations and growth of companies in the
to cater to the varied preferences of consumers, including beer,
sector. These challenges include:
9
 1. Regulatory Hurdles: The Alcobev industry in India is heavily was particularly noteworthy. Hunter’s volume nearly doubled
regulated, with a complex web of laws and regulations from the previous fiscal year, indicating a robust market demand
governing production, distribution, and sale. This can for this product. This growth is a testament to the company’s
make it difficult for companies to navigate the system and ability to identify market opportunities and meet customer
can lead to delays and bureaucratic red tape. Compliance needs effectively. Similarly, Power Cool’s volume had seen
with regulatory requirements is crucial, and companies remarkable growth of over 2.8x, showcasing the company’s
must stay abreast of any changes in regulations to ensure success in capturing market share and satisfying consumer
smooth operations preferences.

2. High Taxes: The Alcobev industry in India is subject to Financially, SOM achieved remarkable results in FY2023. The
high taxes, which can drive up the cost of production and company’s total income increased to Rs 8,080 million, reflecting
reduce profit margins. In addition, taxes can vary widely a year-on-year growth of 121.1%. This substantial increase in
from state to state, making it difficult for companies to income highlights the company’s ability to generate higher
plan and budget effectively. The burden of high taxes can revenue through its strong market presence and favorable
also impact the affordability of alcoholic beverages for customer response. Revenue from beer was Rs. 7,303 million
consumers and affect overall sales and revenue from IMFL was Rs. 659 million. Of the total revenue
91.0% (FY2022: 88.0%) was contributed by beer and remaining
3. Changing Consumer Preferences: As India’s economy grows 9.0% (FY2022: 12.0%) was contributed by IMFL. In FY2023,
and consumer tastes evolve, companies in the Alcobev realization per case for beer and IMFL was Rs. 488 and Rs. 744,
industry must adapt to changing trends and preferences. respectively.
For example, there is a growing demand for premium
and craft spirits, as well as low-alcohol and non-alcoholic
Ratios FY2023 Comments
beverages. Companies need to stay attuned to consumer
preferences and invest in research and development to Debtor 31 Lower debtor turnover due
meet the evolving demands of the market Turnover (Days) to prudent working capital
management
4. Distribution Challenges: The distribution system in India’s
Inventory 27 Strong sales and low inventory
Alcobev industry is highly fragmented and can be difficult
Turnover (Days) holding costs signal better
to navigate, particularly for small and medium-sized
operational efficiency
companies. This can make it challenging to get products
to market and can limit the reach of companies in the Interest 5.4x Higher interest coverage ratio
industry Developing an efficient and robust distribution Coverage (x) indicate capacity to meet interest
network is crucial for companies to effectively distribute payments with operating profits
their products across different regions Current Ratio 1.2x Higher current ratio
(x) demonstrates improved short-
5. Competition: The Alcobev industry in India is highly
term liquidity and ability to cover
competitive, with several large players dominating the
current liabilities
market. This intense competition can make it difficult
for new and innovative companies to gain a foothold Debt to Equity 0.65x A decrease in the debt to equity
and compete effectively. Companies must differentiate (x) ratio indicates improved financial
themselves through product quality, branding, marketing leverage and lower dependency
strategies, and innovation to stand out in the market and on debt financing, potentially
capture consumer attention enhancing long-term financial
stability
6. Geopolitical Uncertainty: Geopolitical factors, such as trade
disputes, changes in government policies, and international Return on 18.17% ROE improvement was due to
relations, can introduce uncertainty and impact the Alcobev Equity (%) higher sales vis-à-vis last year
industry in India. Fluctuations in import/export regulations, Net Profit 7.5% Increase in profit margin is on
tariffs, and diplomatic tensions between countries can Margin (%) account of increase in sales vis-à-
disrupt supply chains, hinder market access, and affect vis last year which was impacted
the overall business environment. Companies must closely by the pandemic.
monitor geopolitical developments and proactively adapt
their strategies to mitigate potential risks Additionally, the company’s EBITDA surged to Rs 1,034 million,
indicating a growth of 5.2x compared to the previous year. This
Addressing these threats and concerns requires proactive significant improvement in EBITDA showcases the company’s
measures such as engaging with regulatory bodies, advocating enhanced profitability and operational efficiency. The net profit
for industry-friendly policies, optimizing production and margin stood at 7.5%, resulting in a net profit of Rs 603 million.
distribution processes, conducting market research to
understand consumer preferences, and fostering innovation to 7. Liquidity
stay ahead of the competition. Additionally, closely monitoring
As of 31st March 2023, total debt stood at Rs. 2,422 million and
geopolitical developments and building resilience to navigate
cash and cash equivalent were Rs. 126 million, resulting in a net
uncertainties becomes crucial for companies in the Alcobev
debt of Rs. 2,296 million. Gross Debt to Equity ratio was 0.65x.
industry to ensure long-term success in the dynamic Indian
market. 8. Major Corporate Developments
6. Performance Review Product Success:
In FY2023, SOM Distilleries & Breweries achieved exceptional • Genius Prestige whiskey gains 46.0% market share in
growth and delivered impressive financial results. The company’s Karnataka segment within 3 months of launch
annual volume had a growth of 2.1x, reaching 149 lakh cases
compared to the previous fiscal year. This significant increase • Legend Brandy and Pentagaon Whisky approved for
in volume can be attributed to the strong demand for the nationwide supply by Canteen Stores Department (CSD)
company’s products and its commitment to delivering high- Expansion Plans:
quality offerings that align with customer preferences.
• Execution of an expansion plan of a Capex outlay of Rs
The performance of two key products, Hunter’s and Power Cool, 850 million for the new canning facility at the Bhopal Plant
10 | SDBL ANNUAL REPORT 2022-23
 and expanding the Brewing Facility in Hassan Plant. This to enhance transparency, create a sense of teamwork, oneness
expansion has enabled increased production capacity and and trust among employees and align employees’ interests
support the company’s growth strategy with the organisation’s strategic goals. These policies assist in
providing a holistic workplace environment and play a key role
• The expansion of the Odisha Plant has been completed in the right talent onboarding, talent retention and leadership
in June 2023 at a capex outlay of Rs. 350 million. This development.
expansion has enhanced the company’s presence in the
region and cater to the growing demand for its products The Company ensures equal access to opportunities in the areas
of recruitment, learning & development, career progression and
Operational Achievements: advancement. This is regardless of gender, age, racial/ethnic
background, religion, or social status.
• The Karnataka unit achieved the highest sales ever recorded
in a single month in January, demonstrating strong market We organise regular employee engagement and career
demand and effective sales strategies development initiatives to equip them for ever evolving
landscape. As on 31st March 2023, 426 employees are on our
• A contract was signed with Radico Khaitan during Q3
payroll with diversified workforce structure at all levels.
FY2023 to manufacture their IMFL and Ready to Drink
brands at the company’s plant in Hassan, Karnataka. This Owing to the cordial rapport between management and
partnership will not only drive increased production and employees, there was no industrial unrest causing loss in
revenue but also optimize the utilization of the company’s production across all manufacturing facilities. Our employees
IMFL facility take pride in their workplace.
Efficiency: 11. Internal Control Systems & Their Adequacy
• The Bhopal plant’s beer dispatch in January 2023 has SOM has a comprehensive internal control framework to
doubled compared to the previous year’s corresponding ensure requisite control to its operations. The Company
period, highlighting the company’s improved operational believes an adequate internal control system is a prerequisite
efficiency and ability to meet growing customer demand. for ensuring sustainable operations of the Company. Stringent
and comprehensive controls are put in place to ensure the
9. Business Strategy
optimal and efficient utilization of resources and to ensure safety
Portfolio Premiumisation: The Company predominantly and protection of all assets. This ensures that the Company’s
caters to the strong beer segment. The Company’s mainline assets and interests are carefully protected, and operations
brand ‘Hunter’ caters to customers in the premium strong beer are conducted within a framework of appropriate checks and
segment. In FY2021, the Company launched ‘Woodpecker’ balances. The system helps mitigate and reduce risks that may
wheat beer in select markets in Northern India, which is India’s prevent the Company from achieving its business objectives and
first filtered wheat beer. In addition, the Company has also to provide reasonable assurance that all material misstatements,
launched new variant / limited editions of its existing brands on frauds or violations of laws and regulations will be prevented.
an ongoing basis to enhance its customer experience. The existing controls have been designed to provide reasonable
assurance with regard to recording and providing reliable
Exports: The Company is focused on expanding its financial and operational information, complying with applicable
exports portfolio. Recently, SOM signed a Memorandum of statutes, safeguarding assets from unauthorized use, executing
Understanding (MOU) with Indian Fashion FZE, based out of transactions with proper authorization and ensuring compliance
the UAE for export of Beer and IMFL for West and Central Africa. with corporate policies.
Initially, the Company plans to start supply of ‘Blackfort’ beer and
based on the traction will gradually start supplying other brands The Statutory Auditors also conduct the limited review as part
over the period. of the listing obligations and the reports are placed before the
Audit Committee and forwarded to the regulatory authorities.
Pan India Expansion: The Company has a well-defined The observations of the Audit Committee with regard to the
business strategy to expand its customer base and outreach. efficacy of audit report and the effective remedial measures that
The Company has a vision of becoming one of the top brewing have been taken by the Company are placed before the Board for
companies in India. SOM regularly revisits its brand portfolio to their consideration. The Company undertakes periodic review of
cater changing consumer taste and this has helped the Company its internal control practices and its adequacy and presents its
to continuously re-innovate their existing portfolio as well as findings to Audit committee with recommendations to enhance
launch new products to match the customer preferences. the control measures.
10. Human Resources 12. Corporate Social Responsibility
SOM is known by its people who are the biggest assets. Their Corporate social responsibility forms an integral part of the
collective knowledge and skills combined with the right attitude Company’s business activities. SOM actively contributes to
to win, sets us apart. We continue to evolve as an organisation the social, economic and environmental development of the
with a conducive workplace environment and people-oriented community in which it operates, ensuring participation from
policies having a relentless focus on health and safety. Our the community and thereby creating value. The Company’s
people strategy is guided by our core values, high performance, CSR policy outlines its strategy to bring about a positive
collaboration, continuous improvement and passion to win. To impact on the society through various initiatives relating to
ensure that our people have a rewarding experience, we focus on poverty, education, environment protection and healthcare.
areas like talent acquisition, workplace culture and developing SOM endeavours to serve the society and achieve excellence.
the skills & competencies in line with our business needs. The Company continues to remain focused on improving the
quality of life and engaging communities through ensuring
We ensure that we have a talent pool who have been nurtured
environment sustainability, promoting healthcare, promoting
to tackle the challenges of tomorrow while helping deliver on
education and many more activities.
organisational goals today. The Company believes in people-
friendly workplace policies and constantly updates and refines The annual report on Corporate Social Responsibility activities
them based on feedback received from employees. as required under Sections 134 and 135 of the Companies
Act, 2013 read with Rule 8 of the Companies (Corporate Social
The Company has well-documented employee-friendly policies
Responsibility Policy) Rules, 2014 and Rule 9 of the Companies

11
 (Accounts) Rules, 2014 is provided in the Annexure forming part products. Having a robust supply chain is essential for SOM to
of this Report. As per the section 135 of the Companies Act, 2013, adjust more dynamically to the fluctuating economies, improves
a CSR committee is in place. responsiveness to the customer requirements and leads to a
mutually beneficial relationship with our suppliers and dealers
13. Information Technology (IT) and hence is a core focus for us. The Company has set up centers
of excellence, engaging in strategic sourcing and improving cost
SOM views IT as a necessary business enabler. The Company’s
efficiencies. This will significantly benefit the Company, given the
operations are increasingly dependent on IT systems and
ongoing volatility in the macro economic environment.
there is a need to manage the information effectively. A strong
IT infrastructure is critical as it binds the Company’s varied 15. Cautionary Statement
operations into a cohesive unit. SOM is embracing digitisation to
create engaging customers experiences. IT has been one of the Statements in the Management Discussion and Analysis
key factors driving robust growth of the Company and facilitating describing the Company’s objectives, expectations, predictions
it to effectively manage its network of distribution channels. The and assumptions may be ‘forward looking’ within the meaning
Company use technology in a big way to service its customers of applicable Securities Laws and Regulations. Actual results
better and establish more efficient channels of communication may differ materially from those expressed herein, due to
not only within the Company but also with the distributors and uncertainties related to the business model. Important factors
channel partners. The IT platform encompasses all core business that could influence the Company’s operations include global
processes and provides comprehensive data and analytics that and domestic economic conditions affecting demand, supply,
enables better decision making. SOM continuously invests in price conditions, change in Government’s regulations, tax
upgrading to the latest technology enhancements to deliver regimes, other statutes and other factors such as litigation and
business efficiencies. The Company runs ERP system across industrial relations. The risk related information provided is
the manufacturing units and depots. This enables further not exhaustive and is for information purposes only. Readers
strengthening of the supply chain efficiencies, with increased are advised to refer to related disclosures in the Company’s
qualitative control. Processes have been standardised across regulatory filings and exercise individual judgement in assessing
the Company to ensure streamlining of the systems across the risks associated with the Company.
operational value chain.

14. Supply Chain Management

An effective supply chain system is a critical ingredient for

ensuring smooth business operation and distribution of

12 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
NOTICE OF 30TH ANNUAL GENERAL MEETING
NOTICE is hereby given that the 30th Annual General Meeting (AGM) of the Members of Som Distilleries and Breweries Limited will be held on
Wednesday the 27th day of September, 2023 at 12.30 p.m. through video conferencing / other audio-visual means (VC/OAVM) to transact the
following businesses:

ORDINARY BUSINESS:

1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR
ENDED MARCH 31, 2023, THE REPORT OF THE AUDITORS’ THEREON AND THE REPORT OF THE BOARD OF DIRECTORS’.

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

“RESOLVED THAT the audited standalone financial statements of the Company for the financial year ended March 31, 2023, the report of the
auditors’ thereon and the report of the Board of Directors for the financial year ended March 31, 2023, placed before the 30th Annual General
Meeting be and are hereby received, considered and adopted.”

2. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR
ENDED MARCH 31, 2023 TOGETHER WITH THE AUDITORS’ REPORT THEREON.

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

“RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2023 and the report of
the auditor’s thereon as placed before the 30th Annual General Meeting be and are hereby received, considered and adopted.”

3. TO APPOINT A DIRECTOR IN PLACE OF MR. NAKUL KAM SETHI (DIN:06512548), WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS
HIMSELF FOR REAPPOINTMENT.

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 152 of the Companies Act, 2013, Mr. Nakul Kam Sethi (DIN:06512548) who retires by
rotation and being eligible offers himself for reappointment, be and is hereby re-appointed as a director of the company.”

SPECIAL BUSINESS:

4. RE-APPOINTMENT OF MR. SATPAL KUMAR ARORA (DIN: 00061420) AS INDEPENDENT DIRECTOR OF THE COMPANY

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 149, 150, 152, 197 read with Companies (Appointment and Qualification of Directors)
Rules, 2014 and other applicable provisions of Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or
re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, the approval of the Members/Shareholders
of the Company be and is hereby accorded for Mr. Satpal Kumar Arora (DIN:00061420), in respect of whom the Company has received a notice
in writing from a Member in terms of Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is
hereby re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years effective October 13, 2023, not
liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and is hereby authorised to take such steps and do all such
acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.

5. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH SOM DISTILLERIES PRIVATE LIMITED, PROMOTER

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 Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) thereof
for the time being in force), Related Party Transactions Policy of the Company, approval of the Members of the Company be and is hereby
accorded for Material Related Party Transactions with Som Distilleries Private Limited, being a Related Party, during the Financial Year 2023-24
and subsequent Financial Years for purchase of goods, materials, availing of services or other resources and obligations in the ordinary course
of business and on arm’s length basis, which may exceed the materiality threshold limit i.e. exceeding 10% of the annual consolidated turnover
of the Company as per the last audited financial statements or such other threshold limits as may be specified in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 from time to time.”

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and is hereby authorised to take such steps and do all such
acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.”

6. APPROVAL FOR GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN CONNECTION WITH LOAN AVAILED BY ANY OF THE COMPANY’S
SUBSIDIARY(IES) OR ANY OTHER PERSON SPECIFIED UNDER SECTION 185 OF THE COMPANIES ACT, 2013

The Members are requested to consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”)
and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s), clarification(s), substitution(s) or
re-enactment(s) thereof for the time being in force), consent of the Members of the Company, be and is hereby accorded to the Board of

13
 Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include, unless the context otherwise required,
any Committee of the Board or any Director(s) or Officer(s) authorised by the Board to exercise the powers conferred on the Board under
this resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the “Loan”) to, and/or giving of
guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by any entity which is a Subsidiary or Associate
or Joint Venture or group entity of the Company or any other person in which any of the Director of the Company is deemed to be interested
(collectively referred to as the “Entities”), up to a sum not exceeding Rs.500 Crores [Rupees Five Hundred Crores Only] at any point in time, in its
absolute discretion deem beneficial and in the best interest of the Company.

RESOLVED FURTHER THAT the powers be delegated to the Board of the Company and the Board is hereby authorised to negotiate, finalise
agree the terms and conditions of the aforesaid loan/guarantee/vsecurity and to do all such acts, deeds and things as may be necessary and
incidental including signing and/or execution of any deeds/ documents/ undertakings/ agreements/ papers/ writings for giving effect to this
Resolution.”

7. TO RAISE FUNDS THROUGH ISSUANCE OF SECURITIES OF THE COMPANY BY WAY OF QUALIFIED INSTITUTIONAL PLACEMENT (QIP) AND
OTHER PERMISSIBLE MODES

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

“RESOLVED THAT pursuant to Sections 23, 41, 42, 62, and other applicable provisions of the Companies Act, 2013 and the applicable rules
made thereunder (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and
Debentures) Rules, 2014), each including any amendment(s), statutory modification(s), or re-enactment(s) thereof (“Companies Act”) and in
accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BSE Limited and National Stock Exchange of India Limited
( the “Stock Exchanges”) and the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, Government of India from time to time, the Issue of Foreign Currency Convertible Bonds and
Ordinary / Equity Shares (Through Depository Receipt Mechanism) Scheme, 1993, the Depository Receipts Scheme, 2014 each as amended, the
listing agreements entered into by the Company with the Stock Exchanges where the equity shares of the Company are listed and any other
provisions of applicable laws (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines
issued by the Government of India (“GoI”), Ministry of Corporate Affairs (“MCA”), Reserve Bank of India (“RBI”), Securities and Exchange Board
of India (“SEBI”), Stock Exchanges, and such other statutory / regulatory authorities), and subject to all approvals, permissions, consents, and
/ or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GoI, or any other concerned statutory / regulatory
authorities, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions,
consents, and / or sanctions by any of the aforesaid authorities, which will be considered by the Board of Directors of the Company (“Board”,
which term shall include any committee which the Board may have constituted or may hereinafter constitute from time to time to exercise its
powers, including the powers conferred by this resolution) consent, authority and approval of the members of the Company be and is hereby
accorded to offer, issue, and allot (including with provisions for reservations on firm and / or competitive basis, or such part of the issue and for
such categories of persons as may be permitted) such number of Equity Shares and/or other securities convertible into Equity Shares (including
warrants, or otherwise) (hereinafter referred to as “Securities”), or any combination thereof, in accordance with applicable law to such investors,
jointly and / or severally, that may be permitted to invest in such issuance of Securities, including resident or non-resident / foreign investors
(whether institutions and / or incorporated bodies and / or trusts or otherwise) / foreign portfolio investors / mutual funds / pension funds /
venture capital funds / banks / alternate investment funds / Indian and / or multilateral financial institutions / insurance companies / any other
qualified institutional buyers as defined under the SEBI ICDR Regulations (“QIBs”) / any other category of persons or entities who are authorised
to invest in the Securities in terms of applicable law, as may be deemed appropriate by the Board in its absolute discretion and whether or not
such investors are members of the Company, for cash, to raise funds for an aggregate consideration of up to INR 350,00,00,000/- only (Rupees
Three Hundred and Fifty Crore Only), through public and / or private offerings and / or by way of a qualified institutions placements (“QIPs”)
or any combination thereof, in one or more tranches, in accordance with the applicable provisions of the Companies Act and the SEBI ICDR
Regulations, to be subscribed to in Indian and / or any foreign currency by all eligible investors, through the issuance of a placement document,
as permitted under applicable laws and regulations, at such price(s) (including at a discount of not more than 5%on the Floor Price calculated
for the Issue as permitted under applicable law), in such manner, and on such terms and conditions as may be deemed appropriate by the
Board in its absolute discretion, including the discretion to determine to whom the offer, issue and allotment of Securities shall be made to the
exclusion of others; number of securities to be issued; face value; number of Equity Shares to be issued and allotted on conversion / redemption
/ extinguishment of debt(s); rights attached to the warrants; period of conversion; fixing of record date(s); and / or book closure date(s) subject
to the applicable laws considering the prevailing market conditions and / or other relevant factors, and wherever necessary, in consultation
with the book running lead managers and / or other advisors appointed.”

“RESOLVED FURTHER THAT the ‘relevant date’ for the purpose of pricing the Securities shall be date of the meeting in which the Board decides
to open the issue of the Securities, subsequent to receipt of approval from the members of the Company, in terms of applicable laws; in the
event that convertible securities (as defined under the SEBI ICDR Regulations) are issued to QIBs by way of a QIPs, the relevant date for pricing
of such Securities shall be either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date
on which the holders of such convertible securities become entitled to apply for the Equity Shares, as determined by the Board.”

“RESOLVED FURTHER THAT in case of an issue and allotment of Securities by way of a QIPs in terms of the SEBI ICDR Regulations:

(i) The allotment of the Securities shall only be to QIBs in accordance with the SEBI ICDR Regulations and shall be completed within 365 days
from the date of passing of this special resolution by the members of the Company or such other time as may be allowed from time to
time;

(ii) The Equity Shares to be offered, issued, and allotted shall be subject to the provisions of the Memorandum of Association and Articles of
Association of the Company and shall rank pari passu in all respects with the existing Equity Shares;

(iii) No partly paid-up Equity Shares or other Securities shall be issued / allotted;

(iv) The issuance of the Securities by way of the QIPs shall be made at such price that is not less than the price determined in accordance with
the pricing formula provided under Regulation 176(1) of the SEBI ICDR Regulations (“QIP Floor Price”), and the price determined for the
14 | SDBL ANNUAL REPORT 2022-23
 QIPs shall be subject to appropriate adjustments as per the provisions of the SEBI ICDR Regulations, as may be applicable. However, the
Board, at its absolute discretion, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable
law on the QIP Floor Price;

(v) No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the
SEBI ICDR Regulations; and

(vi) The Company shall not undertake any subsequent QIP until the expiry of two weeks from the date of the QIP to be undertaken pursuant
to this special resolution.

“RESOLVED FURTHER THAT the issue to the holders of the Securities, which are convertible into or exchangeable with Equity Shares at a later
date shall be, inter alia, subject to the following terms and conditions:

a) In the event of the Company making a bonus issue by way of capitalisation of its profits or reserves prior to the allotment of the Equity
Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital
increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto;

b) In the event of the Company making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to
the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered
to the holders of the Securities at the same price at which the same are offered to the existing shareholders;

c) In the event of merger, amalgamation, takeover or any other re-organization or restructuring or any such corporate action, the number of
Equity Shares and the price as aforesaid shall be suitably adjusted; and

d) In the event of consolidation and/or division of outstanding Equity Shares into smaller number of Equity Shares (including by way of
stock split) or reclassification of the Securities into other securities and/ or involvement in such other event or circumstances which in the
opinion of concerned stock exchange requires such adjustments, necessary adjustments will be made

“RESOLVED FURTHER THAT without prejudice to the generality of the above, the Securities may have such features and attributes or any terms
or combination of terms in accordance with domestic and international practices to provide for the tradability and free transferability thereof
as per prevailing practices and regulations in the capital markets and the Board be and is hereby authorised, in its absolute discretion, in such
manner as it may deem fit, to dispose of such of the Securities that are not subscribed to.”

“RESOLVED FURTHER THAT without prejudice to the generality of the above, the Board be and is hereby authorised to do such acts, deeds, and
things, in its absolute discretion, as it deems necessary or desirable in connection with offering, issuing, and allotting the Securities, and to give
effect to these resolutions, including, without limitation, the following:

(a) Offer, issue and allot all / any of the Securities, subject to such terms and conditions, as the Board may deem fit and proper in its absolute
discretion;

(b) Determining the terms and conditions of the issuance, including among other things, (a) terms for issuance of additional Securities and
for disposal of Securities which are not subscribed to by issuing them to banks / financial institutions / mutual funds or otherwise, (b)
terms as are provided in domestic offerings of this nature, and (c) terms and conditions in connection with payment of interest, dividend,
voting rights, premium and redemption or early redemption, conversion into Equity Shares, pricing, variation of the price or period of
conversion, and / or finalizing the objects of the issuance and the monitoring of the same;

(c) Approve, finalise, and execute preliminary placement document and placement document and any other documents or any other
ancillary documents in this regard;

(d) Decide the form, terms and timing of the issue(s) including the opening and closing of the issue / offering(s), Securities to be issued and
allotted, class of investors to whom Securities are to be offered, issued and allotted, number of Equity Shares to be issued and allotted in
each tranche;

(e) Issue and allot such number of Equity Shares, as may be required to be issued and allotted, upon conversion of any Securities, or as may
be necessary in accordance with the terms of the issuance all such Equity Shares ranking pari passu with the existing Equity Shares in all
respects;

(f ) Approve, finalise, execute, and amend agreements and documents, including, any number of powers of attorney, lock-up letters,
agreements in connection with the creation of any security, and agreements in connection with the appointment of any intermediaries and
/ or advisors, (including for underwriting, marketing, listing, trading, appointment of lead manager(s) / merchant banker(s), legal counsel,
depository(ies), banker(s), advisor(s), registrar(s), trustee(s), and other intermediaries as required), and to pay any fees, commission, costs,
charges and other expenses in connection therewith;

(g) Provide such declarations, affidavits, certificates, consents and / or authorities as required from time to time;

(h) Seek any consents and approvals, including, among others, the consent(s) from the Company’s lenders, customers, vendors, parties with
whom the Company has entered into agreements, and from concerned statutory and regulatory authorities;

(i) File requisite documents with the SEBI, Stock Exchanges, the GoI, the RBI, and any other statutory and / or regulatory authorities, and any
amendments, supplements or additional documents in relation thereto, as may be required;

(j) Seeking the listing of the Securities on any stock exchange(s), submitting the listing application(s) to such stock exchange(s) and taking
all actions that may be necessary in connection with obtaining such listing approvals (both in-principle and final listing and trading
approvals);

(k) Open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such
instructions including closure thereof as may be required and deemed appropriate by the Board;

(l) Approving the issue price and finalize allocation and the basis of allotment(s) of the Securities on the basis of the bids / applications and
15
 oversubscription thereof as received, where applicable;

(m) Acceptance and appropriation of the proceeds of the issue of the Securities;

(n) Affix the common seal of the Company, as required, on any agreement(s), undertaking(s), deed(s) or other document(s), in the presence
of any one or more of the Directors of the Company or any one or more of the officers of the Company as may be authorised by the Board
in accordance with the Memorandum of Association and Articles of Association of the Company;

(o) Further authorise and empower any committee and / or director(s) and / or officer(s) of the Company, to execute and deliver, for and on
behalf of the Company, any and all other documents or instruments and doing or causing to be done any and all acts or things as the
committee / director(s) / officer(s) may deem necessary, appropriate or advisable in order to carry out the purposes and intent of the
foregoing, or in connection with the issuance of Securities, and any documents or instruments so executed and delivered or acts and
things done or caused to be done by the committee / director(s) / officer(s) shall be conclusive evidence of the authority of the committee
/ director(s) / officer(s) and the Company in doing so;

(p) To settle any issues, questions, difficulties or doubts that may arise and

(q) Do all such incidental and ancillary acts and things as may be deemed necessary, and to give such directions that may be necessary or settle
any issues, questions, difficulties or doubts that may arise in regard to or in connection with any matter(s) referred to or contemplated in
any of this resolution and the members of the Company shall be deemed to have given their approval thereto expressly by the authority
of this resolution and all actions taken by the Board in connection with any matter(s) referred to or contemplated in this resolution are
hereby approved, ratified and confirmed in all respects.

Place: Bhopal For and on behalf of the Board

Date: September 05, 2023 For Som Distilleries and Breweries Limited

REGISTERED OFFICE: Sd/-

1-A Zee Plaza, Arjun Nagar, Om Prakash Singh
Safdarjang Enclave, Kamal Cinema Company Secretary & Comliance Officer
Road, New Delhi-110029
Tel.: 011 26169909, 26169712

16 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED

NOTES
1. Pursuant to General Circular No.14/2020 dated April 08, 2020, authorizing its representatives to attend and vote at the AGM,
General Circular No.17/2020 dated April 13, 2020, Circular pursuant to Section 113 of the Act, at compliance@somindia.
No.20/2020 Circular No.02/2021 dated January 13, 2021, Circular com.
No.19/2021 dated December 8, 2021, Circular No.21/2021
dated December 14, 2021 Circular No. 02/2022 dated May 5, 6. In line with the General Circular No.14/2020 dated April 08, 2020,
2022 and General Circular No.11/2022 dated December 28, General Circular No.17/2020 dated April 13, 2020, Circular No.
2022 respectively, issued by the Ministry of Corporate Affairs 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January
(“MCA Circulars”), Circular No. SEBI/HO/CFD/CMD1/CIR/ 13, 2021,Circular No. 19/2021 dated December 8, 2021, Circular
P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/ No. 21/2021 dated December 14, 2021 Circular No. 02/2022
CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/ dated May 5, 2022 and Circular No. 10/2022 dated December
CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and Circular SEBI/ 28, 2022 respectively, issued by the Ministry of Corporate Affairs
HO/CFD/PoD–2/ P/CIR/2023/4 dated January 05, 2023 issued and Circular No. SEBI/HO/ CFD/CMD1/CIR/ P/2020/79 dated May
by the Securities and Exchange Board of India (“SEBI Circulars”) 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR /P/2021/11 dated
and in compliance with the provisions of the Companies Act, January 15, 2021, Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62
2013 (“Act”) and the SEBI (Listing Obligations and Disclosure dated May 13, 2022 and Circular SEBI/HO/CFD/ PoD – 2 / P/
Requirements) Regulations, 2015 (“Listing Regulations/SEBI CIR/2023/4 dated January 05, 2023 issued by SEBI, owing to the
Listing Regulations”), the Annual General Meeting (‘AGM’) of the difficulties involved in dispatching of physical copies, Notice
Company is being conducted through VC/OAVM Facility, which of AGM are being sent in electronic mode to Members whose
does not require physical presence of members at a common names appear on the Register of Members/List of Beneficial
venue. The deemed venue for the AGM shall be the Registered owners as received from National Securities Depository Limited
Office of the Company. (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”)
and whose email address is available with the Company or the
2. Pursuant to the provisions of Section 108 of the Companies Act, Depository Participants or RTA of the Company as on Friday 1st
2013 read with Rule 20 of the Companies (Management and September, 2023.
Administration) Rules, 2014, Regulation 44 of Listing Regulations,
as may be amended, and MCA Circulars, the Company is 7. Members may note that, Notice of the AGM can also be accessed
providing facility of remote e-voting to its Members in respect from the website of the Company at www.somindia.com. The
of the business to be transacted at the AGM. For this purpose, Notice can also be accessed from the websites of the Stock
the Company has entered into an agreement with National Exchanges i.e. BSE Limited and National Stock Exchange of
Securities Depository Limited (NSDL) for facilitating voting India Limited at www.bseindia.com and www.nseindia.com
through electronic means, as the authorized e-Voting’s agency. respectively. The AGM Notice is also disseminated on the website
The facility of casting votes by a member using remote e-voting, of NSDL (agency for providing the Remote e-Voting facility) i.e.
participation in the AGM through VC/OAVM and the e-voting www.evoting.nsdl.com.
system on the date of the AGM will be provided by NSDL.
8. Explanatory Statement pursuant to Section 102(1) of the
3. For the convenience of the members and proper conduct Companies Act, 2013, relating to the Special Business to be
of the AGM, Members can login and join the AGM in the VC/ transacted at the AGM is annexed herewith. The Board of
OAVM mode at least 15 (fifteen) minutes before the time Directors (“the Board”) have considered and decided to include
scheduled for the commencement of the Meeting by following the special businesses in the AGM as it is unavoidable in nature.
the procedure mentioned below. The facility of participation at
9. In terms of the SEBI Listing Regulations, securities of listed
the AGM through VC/OAVM will be made available to at least
companies can only be transferred in dematerialized form with
1000 members on a first come first served basis. This will not
effect from April 01, 2020. In view of the above, Members are
include large Shareholders (Shareholders holding 2% or more
advised to dematerialize shares held by them in physical form.
shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, 10. Members holding the shares in physical form are requested
Nomination and Remuneration Committee and Stakeholders to notify immediately any update/ change of address and/or
Relationship Committee, Auditors etc. who are allowed to attend details of PAN and Bank account to M/s. MAS Services Limited.,
the AGM without restriction on account of first come first served the Registrar and Share Transfer Agent of the Company. In case
basis. shares held in dematerialized form, the information regarding
change/update of address, details of bank and PAN should be
4. The attendance of the Members attending the AGM through
given to their respective Depository Participant.
VC/OAVM will be counted for the purpose of ascertaining the
quorum under Section 103 of the Companies Act, 2013. 11. In case of joint holders / joint holders attending the AGM
together, the Member whose name appears as the first holder
5. Pursuant to MCA Circular No.14/2020 dated April 08, 2020,
in the order of names as per the Register of Members of the
General Circular No.17/2020 dated April 13, 2020, Circular
Company will be entitled to vote at the AGM.
No.20/2020 Circular No.02/2021 dated January 13, 2021, Circular
No.19/2021 dated December 8, 2021, Circular No.21/2021 12. The Company has provided the facility to Members to exercise
dated December 14, 2021 Circular No.02/2022 dated May 5, their right to vote by electronic means both through remote
2022 and General Circular No.11/2022 dated December 28, e-voting and e-voting system during the AGM. The process of
2022 respectively, as the AGM shall be conducted through VC/ remote e-voting with necessary user id and password is given
OAVM, the facility for appointment of proxy by the members in the subsequent paragraphs. Such remote e-voting facility is
to attend and cast vote for the members is not available for in addition to voting that will take place at the AGM being held
this AGM and hence the proxy form and attendance slip through VC/OAVM.
including Route map are not annexed to the Notice. However,
in pursuance of Section 113 of the Companies Act, 2013, the 13. Members joining the meeting through VC, who have not already
Body Corporate member/ institutional members are entitled to cast their vote by means of remote e-voting, shall be able to
appoint authorised representatives to attend the AGM through exercise their right to vote through e-voting at the AGM. The
VC/OAVM and participate and cast their votes through e-voting. Members who have cast their vote by remote e-voting prior to
Accordingly, Institutional / Corporate Members are requested to the AGM may also join the AGM through VC but shall not be
send a scanned copy (PDF / JPEG format) of the Board Resolution entitled to cast their vote again.
17
14. Members who have not registered their e-mail address are 24th September, 2023 and will end at 5:00 p.m. on Tuesday 26th
requested to register the same in respect of shares held in September, 2023. In addition, the Members attending the AGM
electronic form with the Depository through their Depository who have not cast their vote by remote e-voting shall be eligible
Participant(s) and in respect of shares held in physical form by for e-voting at the AGM. The Members desiring to vote through
writing to the Company’s Registrar and Share Transfer Agent remote e-voting are requested to refer to the detailed procedure
(‘RTA’), MAS Services Limited, T-34, IInd Floor, Okhla Industrial given hereinafter.
Area, Phase-II, New Delhi 110020. The following the procedure
given below: 20. Members who would like to express their views/ask questions
during the meeting may register themselves as a speaker by
In case the shareholder’s email ID is already registered with the sending their request in advance at least 7 days prior to meeting
Company/its Registrar & Share Transfer Agent “RTA”/ Depositories, mentioning their name, demat account number/folio number,
log in details for e-voting are being sent on the registered email email id, mobile number at [email protected]. The
address. In case the shareholder has not registered his/her/ shareholders who do not wish to speak during the AGM but
their email address with the Company/its RTA/Depositories, the have queries may send their queries in advance 7 days prior to
following instructions to be followed: meeting mentioning their name, demat account number/ folio
number, email id, mobile number at compliance@somindia.
a. In case shares are held in physical mode, please provide com. These queries will be replied to by the company suitably by
Folio No., Name of shareholder, scanned copy of the share email.
certificate (front and back), PAN (self-attested scanned
copy of PAN card), AADHAR (self-attested scanned copy of 21. The Scrutinizer shall after the conclusion of voting at the general
Aadhar Card) by email to [email protected]. meeting, will first count the votes cast at the meeting and
thereafter unblock the votes cast through remote e-voting in the
b. In case shares are held in demat mode, please provide presence of at least two witnesses not in the employment of the
DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary Company and shall make, not later than two working days of the
ID), Name, client master or copy of Consolidated Account conclusion of the AGM, a consolidated scrutinizer report of the
statement, PAN (self-attested scanned copy of PAN card), total votes cast in favor or against, if any, to the Chairman or a
AADHAR (self-attested scanned copy of Aadhar Card) to person authorized by him in writing, who shall countersign the
[email protected]. same and declare the result of the voting forth with.
c. Alternatively, member may send an e-mail request to 22. The results declared along with the Scrutinizer’s Report shall be
[email protected] for obtaining User ID and Password by placed on the Company’s website www.somindia.com and on the
proving the details mentioned in Point (a) or (b) as the case website of NSDL http://www.evoting.nsdl.com within three days
may be. of the passing of the Resolutions at the AGM of the Company and
shall also be communicated to the stock Exchanges BSE and NSE
d. It is clarified that for permanent submission of e-mail
where the shares of the Company are listed.
address, the shareholders are however requested to register
their email address, in respect of electronic holdings 23. Since the AGM will be held through VC/OAVM, the route map of
with the depository through the concerned depository the venue of the Meeting is not annexed hereto.
participants.
24. Pursuant to Section 72 of the Companies Act, 2013, members
e. Those shareholders who have already registered their holding shares in physical form are advised to file nomination
e-mail address are requested to keep their e-mail in prescribed form SH-13 with the RTA. In respect of shares held
addresses validated with their depository participants / in Electronic / Demat form, members may please contact their
the Company’s Registrar and Share Transfer Agent, M/s Mas respective Depository Participants.
Services Limited to enable servicing of notices / documents
electronically to their e-mail address. 25. The members who have cast their vote by remote e-voting prior
to the AGM may also attend the AGM but shall not be entitled to
15. Members holding shares in physical form are requested to cast their vote again.
submit particulars of their bank account viz. name and address of
the branch of the bank, MICR code of the branch, type of account 26. Members joining AGM through video conferencing shall elect
and account number to MAS Services Limited /Company to one of themselves to be the Chairman of the meeting (AGM).
update their Bank Account Details.
27. Securities and Exchange Board of India (SEBI) has mandated the
16. Members who hold shares in the dematerialized form are submission of Permanent Account Number (PAN) KYC details
requested to update their Bank Account details with their and nomination by holders of physical securities by October 1,
respective Depository Participants. Members are also requested 2023, and linking PAN with Aadhaar. Shareholders are requested
to give the MICR Code of their bank to their Depository to submit their PAN, KYC and nomination details to their DP / the
Participants. The Company or MAS Services Limited cannot act Company’s RTA, Mas Services Ltd.
on any request received directly from the Members holding
shares in Demat form for any change of bank particulars. Such 28. To prevent fraudulent transactions, members are advised to
changes are to be intimated only to the Depository Participants exercise due diligence and notify the Company of any change in
of the Members. Further, instructions, if any, already given address or demise of any member as soon as possible. Members
by them in respect of shares held in physical form will not be are also advised not to leave their demat account(s) dormant for
automatically applicable to shares held in the electronic mode. long. Periodic statement of holdings should be obtained from
the concerned Depository Participant and holdings should be
17. A person who has acquired the shares and has become a member verified.
of the Company after the dispatch of the Notice of the AGM
and prior to Wednesday 20th September, 2023 (“Cut-Off date”), 29. All the documents including registers of directors and KMP
shall be entitled to exercise his/her vote either electronically i.e. and their shareholding (Section 70), Register of contracts or
remote e-voting or e-voting system on the date of the AGM by arrangements (Section 189), Register of Members etc. are open
following the procedure mentioned below. for inspection during the business hours of the company on all
working days except Saturdays, Sundays and public holidays at
18. The Board of Directors has appointed Mr. Neelesh Jain, Proprietor the Registered Office of the company before and on the date of
M/s N.K. Jain & Associates, Company Secretaries, as the the meeting as well. It may be further noted that the relevant
Scrutinizer to scrutinize the voting at the meeting and remote extracts of the above mentioned registers as required by the
e-voting process in a fair and transparent manner. member/s may be shared electronically i.e. scanned copy of
the same on request received from the member in this regard
19. The remote e-voting period will commence at 9:00 a.m. on Sunday through their registered email ids with the company.

18 | SDBL ANNUAL REPORT 2022-23

30. Transfer of Unclaimed Shares to the Investor Education and For this purpose, the securities holder/claimant shall submit a
Protection Fund (IEPF): duly filled up Form ISR-4 which is hosted on the website of the
company as well as on the website of MAS Services Ltd., Registrar
The Ministry of Corporate Affairs has notified provisions relating and share transfer agent (RTA) The aforementioned form shall be
to unpaid / unclaimed dividend under Sections 124 and 125 of furnished in hard copy form. Members holding shares in physical
Companies Act, 2013 and Investor Education and Protection form are requested to dematerialize their holdings at the earliest.
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As
per these Rules, all unclaimed/unpaid dividend, application 35. The Securities and Exchange Board of India (‘SEBI’) vide its
money, debenture interest and interest on deposits as well as circular dated 3rd November, 2021 read with circular dated
the principal amount of debentures and deposits, as applicable, December 14, 2021 has made it mandatory for the shareholders
remaining unclaimed /unpaid for a period of seven years from holding securities in physical form to furnish PAN, KYC and
the date they became due for payment, shall be transferred to Nomination details to the Registrar and Transfer Agent (‘RTA’) of
the Investor Education and Protection Fund (IEPF) Authority. No the Company.
claim shall be entertained against the Company for the amounts
so transferred. 36. The shareholders holding shares in physical form are requested
to note that in case of failure to provide required documents and
As per Section 124(6) of the Act read with the IEPF Rules as details as per aforesaid SEBI circular, all folios of such shareholders
amended, all the Shares in respect of which dividend has shall be frozen on or after 1st April, 2023 by the RTA. In view of
remained unpaid/unclaimed for seven consecutive years or more the above, shareholders of the Company holding securities in
are required to be transferred to IEPF Account. The Company is in physical form are requested to provide following documents/
process to send notice / reminders to the concerned members details to RTA:
and to publish notice regarding the same in newspaper(s). If the
a. PAN;
unclaimed shares and unclaimed dividends are not claimed by
the time, the Company will initiate necessary steps to transfer b. Nomination in Form No.SH-13 or submit declaration to
the same, if required, to IEPF without further notice. ‘Opt-out’ in Form ISR-3;
c. Contact details including Postal address with PIN code,
In the event of transfer of Shares and the unclaimed dividends
Mobile Number, E-mail address;
to IEPF, Members are entitled to claim the same from IEPF by
submitting an online application in the prescribed Form IEPF-5 d. Bank Account details including Bank name and branch,
available on the website www.iepf.gov.in and sending a physical Bank account number, IFS code;
copy of the same duly signed to the Company along with the e. Specimen signature. Any cancellation or change in
requisite documents enumerated in the Form IEPF-5. Members nomination shall be provided in Form No.SH-14.
can file only one consolidated claim in a financial year as per the
IEPF Rules. All of above required documents/details shall be provided
to Company/RTA at [email protected] / investor@
31. Members who have not encashed dividend warrants may masserv.com and send the documents at the address of
approach the Registrar and Share Transfer Agent of the Company registered office of the company or RTA. The shareholders can
for obtaining payment thereof. The details of unpaid/unclaimed download the forms mentioned in SEBI circular from the website
dividends for last seven financial year can be viewed on of the Company at www.somindia.com as well as RTA website i.e.
Company’s website i.e. www.somindia.com, which was uploaded www.masserv.com. A separate communication has already been
in compliance with the provisions of the IEPF (Uploading of sent to the respective shareholders.
information regarding unpaid and unclaimed amount lying with
Companies) Rules, 2012. 37. Pursuant to Finance Act, 2020, dividend income will be taxable
at the hands of shareholders w.e.f. 1st April, 2020 and the
32. The Register of Members and Share Transfer Books of the Company is required to deduct tax at source from dividend
Company will remain closed from Thursday, September 21, 2023 paid to members at prescribed rates. For the prescribed rates
to Wednesday, September 27, 2023 (both days inclusive) for the for various categories the members are requested to refer to
purpose of the AGM. the Finance Act, 2020 and amendments thereto. The members
are requested to update their PAN with Registrar and Transfer
33. Members holding Shares in dematerialized mode are requested Agents (in case of shares held in physical mode) and depository
to intimate all changes pertaining to their name, address, email, participants (in case shares held in demat mode). However, no
nominations, power of attorney, bank details, NECS & ECS tax shall be deducted on the dividend payable to a resident
mandates to their depository participant only. The said changes individual shareholder if the total dividend to be received
will be automatically reflected in the Company’s records. during FY 22-23 does not exceed Rs.5,000/-. A resident individual
Members holding Shares in physical mode are requested to shareholder with PAN who is not liable to pay income tax submit
intimate all changes in their particulars or bank mandates to the a yearly declaration in Form 15G/15H, to avail the benefit of non-
company’s Registrar and Share Transfer Agent. Members holding deduction of tax at Company’s RTA at [email protected].
shares in physical mode and desirous of making nominations Shareholders are requested to note that incase their PAN is not
are requested to send their request in Form SH-13 under the registered, the tax will be deducted at a higher rate of 20%.
Companies Act, 2013 to the Company’s Registrar & Share Transfer
Agent. 38. Non-Resident Indian Members are requested to inform Registrar
and Share Transfer Agent and their relevant DP’s immediately of:
34. In compliance with SEBI circular SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated 25th January 2022, the following a. Change in their residential status on return to India for
requests received by the Company in physical form will be permanent settlement.
processed and the shares will be issued in dematerialization form
only: - b. Particulars of their bank account maintained in India with
complete name, branch, account type, account number
a. Issue of duplicate share certificate and address of the bank with pin code number, if not
b. Claim from unclaimed suspense account furnished earlier.
c. Renewal/Exchange of securities certificate 39. Pursuant to Section 101 and Section 136 of the Companies Act,
d. Endorsement 2013 read with the relevant Rules made thereunder, companies
can serve Annual Reports and other communications through
e. Sub-division / splitting of securities certificate
electronic mode to those Members who have registered
f. Consolidation of securities certificates/folios their e-mail address either with the Company or with the
g. Transmission Depository Participant(s). Further, to contribute towards greener
environment and to receive all documents, notices, including
h. Transposition
19
 Annual Reports and other communications of the Company, distribution of dividend in the hands of the Company) of about
investors should register their e-mail address with the Registrar 25% of the annual standalone profits after tax after adjusting for
and Share Transfer Agent of the Company, if Shares are held in payment of preference dividend, if any.
physical mode and with their DP’s, if the holding is in electronic
mode. The Interim Dividend recommended by the Board during the
financial year 2022-23 was in line with the Dividend Distribution
40. The documents, referred to in the Notice and Explanatory Policy of the Company. The Dividend Distribution Policy is also
Statement, unless otherwise specifically stated will be available placed on the Company’s website and can be accessed from the
for inspection by the Members on all working days between weblink : https://www.somindia.com/pdf/sebi/som-dividend-
14:00 - 16:00 hrs from September 5, 2023 to September 27, 2023 distribution-policy.pdf.
at the Registered Office of the Company & will also be available
at the time of AGM. THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING /
VOTING AT VENUE ARE AS UNDER:
41. The details of Mr. Nakul Kam Sethi (DIN:06512548), Wholetime
Director and Mr. Satpal Kumar Arora (DIN: 00061420), The members who have cast their vote by remote e-voting prior to the
Independent Director proposed to be re-appointed at the AGM may also attend the AGM but shall not be entitled to cast their
ensuing AGM, as required by Regulation 26 of The SEBI (Listing vote again.
Obligations and Disclosure Requirements) Regulations, 2015
How do I vote electronically using NSDL e-Voting system?
and other disclosures are forming part of this Notice. Requisite
declaration has been received from the Director for their re- The way to vote electronically on NSDL e-Voting system consists of
appointment. “Two Steps” which are mentioned below:
42. Dividend Distribution Policy Step 1: Access to NSDL e-Voting system
The Company has adopted a Dividend Distribution Policy in A) Login method for e-Voting and joining virtual meeting for
compliance with Regulation 43A of the SEBI Listing Regulations. Individual shareholders holding securities in demat mode
The Dividend Distribution Policy of the Company was approved
by the Board of the Company at its meeting held on November In terms of SEBI circular dated December 9, 2020 on e-Voting
18, 2022. Further, the Company’s dividend pay-out will be facility provided by Listed Companies, Individual shareholders
determined by the Board of Directors from time to time based holding securities in demat mode are allowed to vote through
on the available financial resources, investment requirements their demat account maintained with Depositories and
and other factors more fully described hereunder. Subject to Depository Participants. Shareholders are advised to update
these parameters, the Company would endeavour to maintain their mobile number and email Id in their demat accounts in
a total dividend pay-out ratio (dividend inclusive of any tax on order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser
Shareholders holding by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
securities in demat page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” sec-
mode with NSDL. tion. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you
will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on options available against company name or e-Voting service provider – NSDL and you will be
re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period.

2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code men-
tioned below for seamless voting experience

20 | SDBL ANNUAL REPORT 2022-23

 Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be
Shareholders holding made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are
securities in demat https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com and click on New System Myeasi.
mode with CDSL 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of
e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasitoken/
Home/Login
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link
in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email
as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.
NSDL where the e-Voting is in progress.
Individual You can also login using the login credentials of your demat account through your Depository Participant registered
Shareholders (holding with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting
securities in demat option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see
mode) login through e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will
their depository be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual
participants meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at
above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL
and CDSL.

Login type Helpdesk details

Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk
by sending a request at [email protected] call at toll free no.: 1800
1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk
by sending a request at [email protected] or contact at
022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities
in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login.
Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote
electronically.

4. Your User ID details are given below

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12************** then your user
ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the com-
pany
For example if folio number is 001*** and EVEN is 101456 then user
ID is 101456001***

21
5. Password details for shareholders other than Individual relevant Board Resolution/ Authority letter etc. with attested
shareholders are given below: specimen signature of the duly authorized signatory(ies)
a) If you are already registered for e-Voting, then you can user who are authorized to vote, to the Scrutinizer by e-mail to
your existing password to login and cast your vote. [email protected] with a copy marked to [email protected].
b) If you are using NSDL e-Voting system for the first time, 2. It is strongly recommended not to share your password with
you will need to retrieve the ‘initial password’ which was any other person and take utmost care to keep your password
communicated to you. Once you retrieve your ‘initial confidential. Login to the e-voting website will be disabled upon
password’, you need to enter the ‘initial password’ and the five unsuccessful attempts to key in the correct password. In such
system will force you to change your password. an event, you will need to go through the “Forgot User Details/
c) How to retrieve your ‘initial password’? Password?” or “Physical User Reset Password?” option available
(i) If your email ID is registered in your demat account on www.evoting.nsdl.com to reset the password.
or with the company, your ‘initial password’ is 3. In case of any queries, you may refer the Frequently Asked
communicated to you on your email ID. Trace the Questions (FAQs) for Shareholders and e-voting user manual
email sent to you from NSDL from your mailbox. Open for Shareholders available at the download section of
the email and open the attachment i.e. a .pdf file. www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and
Open the .pdf file. The password to open the .pdf file is 1800 22 44 30 or send a request at [email protected]
your 8 digit client ID for NSDL account, last 8 digits of
client ID for CDSL account or folio number for shares Process for those shareholders whose email ids are not registered
held in physical form. The .pdf file contains your ‘User with the depositories for procuring user id and password and
ID’ and your ‘initial password’. registration of e mail ids for e-voting for the resolutions set out in
(ii) If your email ID is not registered, please follow steps this notice:
mentioned below in process for those shareholders
whose email ids are not registered. 1. In case shares are held in physical mode please send signed
request with Folio No., Name of shareholder, scanned copy of
6. If you are unable to retrieve or have not received the “Initial any one share certificate (front and back), PAN (self attested
password” or have forgotten your password: scanned copy of PAN card), AADHAR (self attested scanned copy
a) Click on “Forgot User Details/Password?”(If you are holding of Aadhar Card) by email to [email protected].
shares in your demat account with NSDL or CDSL) option
2. In case shares are held in demat mode, please update your email
available on www.evoting.nsdl.com.
id with your depository. If you are an Individual shareholders
b) Physical User Reset Password?” (If you are holding shares in
holding securities in demat mode, you are requested to refer to
physical mode) option available on www.evoting.nsdl.com.
the login method explained at step 1 (A) i.e. Login method for
c) If you are still unable to get the password by aforesaid
e-Voting and joining virtual meeting for Individual shareholders
two options, you can send a request at [email protected]
holding securities in demat mode.
mentioning your demat account number/folio number,
your PAN, your name and your registered address etc. 3. Alternatively, shareholder/members may send a request to
d) Members can also use the OTP (One Time Password) based [email protected] for procuring user id and password for
login for casting the votes on the e-Voting system of NSDL. e-voting by providing above mentioned documents.
7. After entering your password, tick on Agree to “Terms and 4. In terms of SEBI circular dated December 9, 2020 on e-Voting
Conditions” by selecting on the check box. facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through
8. Now, you will have to click on “Login” button.
their demat account maintained with Depositories and
9. After you click on the “Login” button, Home page of e-Voting will Depository Participants. Shareholders are required to update
open. their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
Step 2: Cast your vote electronically and join General Meeting on
NSDL e-Voting system. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF
THE AGM ARE AS UNDER:-
How to cast your vote electronically and join General Meeting on
NSDL e-Voting system? 1. The procedure for e-Voting on the day of the AGM is same as the
instructions mentioned above for remote e-voting.
1. After successful login at Step 1, you will be able to see all the
companies “EVEN” in which you are holding shares and whose 2. Only those Members/ shareholders, who will be present in the
voting cycle and General Meeting is in active status. AGM through VC/OAVM facility and have not casted their vote on
2. Select “EVEN” of company for which you wish to cast your vote the Resolutions through remote e-Voting and are otherwise not
during the remote e-Voting period and casting your vote during barred from doing so, shall be eligible to vote through e-Voting
the General Meeting. For joining virtual meeting, you need to system in the AGM.
click on “VC/OAVM” link placed under “Join General Meeting”.
3. Members who have voted through Remote e-Voting will be
3. Now you are ready for e-Voting as the Voting page opens.
eligible to attend the AGM. However, they will not be eligible to
4. Cast your vote by selecting appropriate options i.e. assent or
vote at the AGM.
dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when 4. The details of the person who may be contacted for any
prompted. grievances connected with the facility for e-Voting on the day
5. Upon confirmation, the message “Vote cast successfully” will be of the AGM shall be the same person mentioned for Remote
displayed. e-voting.
6. You can also take the printout of the votes cast by you by clicking
on the print option on the confirmation page. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH
7. Once you confirm your vote on the resolution, you will not be VC/OAVM ARE AS UNDER:
allowed to modify your vote. 1. Member will be provided with a facility to attend the AGM
General Guidelines for shareholders through VC/OAVM through the NSDL e-Voting system. Members
may access by following the steps mentioned above for Access
1. Institutional shareholders (i.e. other than individuals, HUF, NRI to NSDL e-Voting system. After successful login, you can see link
etc.) are required to send scanned copy (PDF/JPG Format) of the of “VC/OAVM link” placed under “Join General meeting” menu

22 | SDBL ANNUAL REPORT 2022-23

 against company name. You are requested to click on VC/OAVM may experience Audio/Video loss due to Fluctuation in their
link placed under Join General Meeting menu. The link for VC/ respective network. It is therefore recommended to use Stable
OAVM will be available in Shareholder/Member login where Wi-Fi or LAN Connection to mitigate any kind of aforesaid
the EVEN of Company will be displayed. Please note that the glitches.
members who do not have the User ID and Password for e-Voting
or have forgotten the User ID and Password may retrieve the 5. Only those shareholders, who are present in the AGM through
same by following the remote e-Voting instructions mentioned VC/OAVM facility and have not casted their vote on the
in the notice to avoid last minute rush. Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting
2. Members are encouraged to join the Meeting through Laptops system available during the AGM.
for better experience.
6. If any Votes are cast by the shareholders through the e-voting
3. Further Members will be required to allow Camera and use available during the AGM and if the same shareholders have not
Internet with a good speed to avoid any disturbance during the participated in the meeting through VC/OAVM facility, then the
meeting. votes cast by such shareholders shall be considered invalid as
the facility of e-voting during the meeting is available only to the
4. Please note that Participants Connecting from Mobile Devices shareholders attending the meeting.
or Tablets or through Laptop connecting via Mobile Hotspot

23
SOM DISTILLERIES & BREWERIES LIMITED
EXPLANATORY STATEMENT PURSUANT TO SECTION
102 OF THE COMPANIES ACT, 2013
ITEM NO. 3 & 4 ITEM NO.5

RE-APPOINTMENT OF MR. NAKUL KAM SETHI (DIN: 06512548), MATERIAL RELATED PARTY TRANSACTIONS WITH SOM DISTILLERIES
WHOLETIME DIRECTOR AND MR. SATPAL KUMAR ARORA (DIN: PRIVATE LIMITED, PROMOTER
00061420) AS INDEPENDENT DIRECTOR OF THE COMPANY
As per Regulation 23(4) of SEBI (LODR), approval of the shareholders
In accordance with the provisions of Section 152(6) of the Companies through Ordinary Resolution is required, if the transaction(s) to
Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director be entered into individually or taken together with the previous
of the Company retires by rotation at the ensuing Annual General transaction(s) during a financial year with a related party, exceeds
Meeting (“AGM”) of the Company and being eligible, offers himself 10% of the annual consolidated turnover of the Company as per last
for re-appointment. The Board on the recommendation of the audited financial statements of the Company.
Nomination & Remuneration Committee (“NRC”) has recommended
Mr. Sethi’s his re-appointment in the ensuing AGM. Som Distilleries Private Limited (SDPL) is a promoter and a related
party of the Company as per the provisions of the Companies Act,
Further, the term of appointment of Mr. Satpal Kumar Arora (DIN: 2013 and SEBI (LODR) Regulations.
00061420) was expiring on October 13, 2023. The Board of Directors
on the recommendation of the Nomination and Remuneration SDPL has got a factory at Village Sehatganj, Dist. Raisen (M.P.) for
Committee (“NRC”) of the Company at their Meeting held on production of Alcoholic Products such as Country Liquor, ENA, Spirit
September 5, 2023, considering the performance evaluation, given his etc. including arrangements for bottling thereof and depots at various
background and experience and contributions made by him during places. Also Som Distilleries and Breweries Limited (SDBL or the
his tenure, the continued association of Mr. Satpal Kumar Arora would Company) has got a factory at Village Rojra Chak, Dist. Raisen (M.P.) for
be beneficial to the Company and it is desirable to continue to avail production of Beer and also bottling arrangements for beer and IMFL
his services as Independent Director, approved the re-appointment and other Alcoholic products and depots at various places.
of Mr. Satpal Kumar Arora, as Independent Director of the Company
SDBL requires ENA as a raw material for its IMFL production. SDPL in
for a further period of 5 years with effect from October 13, 2023
turn supplies ENA to SDBL at prices and other terms prevailing in the
and recommend Mr. Arora’s reappointment for approval of the
market and as may be mutually agreed upon from time to time, in
Shareholders at the ensuing Annual General Meeting of the company.
ordinary course of business and at arm’s length basis.
Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation
The expected value of transactions with SDPL for FY 2023-24 is Rs. 60
25(8) of the Listing Regulations, the Independent Directors have
Crore. Transaction(s) with SDPL is in the ordinary course of business
provided a declaration to the Board of Directors that they meet the
and on arm’s length basis. Approval of shareholders is sought for
criteria of Independence as prescribed in the Companies Act, 2013
Material Related Party Transactions with Som Distilleries Private
and the Listing Regulations, and are not aware of any situation which
Limited, being a Related Party, during the FY 2023-24 and subsequent
exists or may be reasonably anticipated that could impair or impact
Financial Years for purchase of goods, materials, availing of services or
their ability to discharge duties as an Independent Director with an
other resources and obligations which are in the ordinary course of
objective independent judgement and without any external influence.
business and on arm’s length basis, which may exceed the materiality
The Committee and the Board are of the view that, given the threshold limit i.e. exceeding 10% of the annual consolidated turnover
knowledge, experience and performance of Mr. Satpal Kumar Arora of the Company as per the last audited financial statements or such
and contribution to Board processes by him, his continued association other threshold limits as may be specified in SEBI (LODR) from time
would benefit the Company. Declaration has been received from to time.
Mr. Satpal Kumar Arora that he meet the criteria of Independence
As per provisions of SEBI (LODR) no related party shall vote to approve
prescribed under Section 149 of the Act read with the Companies
the Resolution as set out in the accompanied Notice, whether the
(Appointment and Qualification of Directors) Rules, 2014 and
entity is a related party to the particular transaction or not. In case, any
Regulation 16 of the Listing Regulations 2015. In the opinion of the
related party inadvertently votes on such resolution, the same will not
Board, Mr. Arora fulfil the conditions specified in the Act, the Rules
be taken into account for passing of the resolution.
thereunder and the Listing Regulations 2015 for continuation of
appointment as Independent Director and he is independent of the None of the Directors, Key Managerial Personnel and/or their relatives,
management of the Company. is/are interested or concerned, financially or otherwise in the resolution
except may be deemed to be concerned or interested in the proposed
Requisite Notices under Section 160 of the Act proposing the re-
resolution to the extent of their shareholding in the Company, if any.
appointment of Mr. Satpal Kumar Arora has been received by the
Company, and consents have been filed by Mr. Satpal Kumar Arora The Board of Directors of the Company recommends the Resolution
pursuant to Section 152 of the Act. as set out at Item No.5 for approval of members as an Ordinary
Resolution.
Additional information in respect of Mr. Satpal Kumar Arora, pursuant
to the Listing Regulations 2015 and the Secretarial Standard on ITEM NO. 6
General Meetings, is appearing in the Report and Accounts under the
sections ‘Your Directors’ and ‘Report on Corporate Governance’. Mr. GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN
Satpal Kumar Arora holds 16225 share in the Company, either in their CONNECTION WITH LOAN AVAILED BY ANY OF THE COMPANY’S
individual capacity or on a beneficial basis for any other person. Mr. SUBSIDIARY(IES) OR ANY OTHER PERSON SPECIFIED UNDER
Satpal Kumar Arora and their relatives, are interested in the Special SECTION 185 OF THE COMPANIES ACT, 2013
Resolutions relating to his re-appointment. None of the other Directors
and Key Managerial Personnel of the Company, or their relatives, is The Company may have to render support for the business
interested in this Special Resolution. The Board recommends this requirements of its Subsidiary Companies or Associates or Joint
Special Resolutions for your approval. Venture companies or group entities or any other person in whom
any of the Director of the Company is deemed to be interested
24 | SDBL ANNUAL REPORT 2022-23
(collectively referred to as the “Entities”), from time to time. However, assets or entity, marketing and brand building expenses, funding
owing to certain restrictive provisions contained in Section 185 of the manufacturing agreements in new states, pre-payment and / or
Companies Act, 2013 (‘the Act’), the Company was unable to extend repayment of debts of the company, working capital requirements of
financial assistance by way of loan to such Entities. the company or its subsidiaries or manufacturing affiliates and general
corporate purposes as may be permissible under applicable laws.
The Board of Directors seek consent of the Members by way of a
Special Resolution pursuant to Section 185 of the Act [as amended The special resolution also seeks to give the Board powers to issue
by the Companies (Amendment) Act, 2017] for making loan(s) or Securities in one or more tranche or tranches, at such time or times,
providing financial assistance or providing guarantee or securities at such price or prices and to such person(s) including institutions,
in connection with the loans taken or to be taken by the Entities incorporated bodies, qualified institutions buyers and/or individuals
for the capital expenditure of the projects and/or working capital or otherwise as the Board in its absolute discretion deem fit. The
requirements including purchase of fixed assets as may be required resolution proposed is an enabling resolution and the exact price,
from time to time for the expansion of its business activities and other proportion and timing of the issue of the Securities in one or more
matters connected and incidental thereon for their principal business tranches and the remaining detailed terms and conditions for the
activities. QIP will be decided by the Board/ its duly constituted committee,
in accordance with the SEBI ICDR Regulations and such other
The Members may note that Board of Directors would carefully applicable laws, in consultation with lead manager(s)/ book running
evaluate proposals and provide such loan, guarantee or security lead manager(s) and/or other advisor(s) appointed in relation to the
through deployment of funds out of internal resources/accruals and/ QIP and such other authorities and agencies as may be required to
or any other appropriate sources, from time to time, only for principal be consulted by the Company, considering the prevailing market
business activities of such Entities. conditions and in accordance with the applicable provisions of law
and other relevant factors.
The Board of Directors recommend the resolution as set out at Item
No.6 in this Notice for your approval as a Special Resolution. Further, the Company is yet to identify the investor(s) and decide
the quantum of Securities to be issued to them. Hence, the details
None of the Directors, Key Managerial Personnel of the Company
of the proposed allottees, percentage of their post QIP shareholding
or any of their relatives, are concerned or interested in the above
and the shareholding pattern of the Company are not provided.
proposed resolution, except to their equity holdings and Directorships
The proposal, therefore, seeks to confer upon the Board / its duly
in the Company, if any.
constituted committee the absolute discretion and adequate
ITEM NO. 7 flexibility to determine the terms of the QIP, including but not limited
to the identification of the proposed investors in the QIP and quantum
TO CONSIDER AND APPROVE RAISING OF THE FUNDS THROUGH of Securities to be issued and allotted to each such investor, in
ISSUANCE OF SECURITIES OF THE COMPANY BY WAY OF QUALIFIED accordance with the provisions of the applicable law.
INSTITUTIONAL PLACEMENT (QIP) AND OTHER PERMISSIBLE MODES
FOR AN AMOUNT NOT EXCEEDING Rs. 350 CRORE Basis or Justification of Price: The pricing of the Equity Shares to
be issued to qualified institutional buyers as defined under the SEBI
The special resolution contained in the Notice under Item No. 7 ICDR Regulations (“QIBs”) pursuant to Chapter VI of the SEBI ICDR
relates to a resolution passed by the Board of Directors (“Board”) Regulations shall be determined by the Board in accordance with
on Tuesday, 5 September 2023 seeking approval of the shareholders the provisions on pricing of equity shares determined in accordance
of the Company to raise further capital and to create, offer, issue with Chapter VI of the SEBI ICDR Regulations. The resolution enables
and allot such number of Equity Shares and/or other securities the Board, to in accordance with applicable laws, to offer a discount
convertible into Equity Shares (including warrants, or otherwise) of not more than 5% (five percent) or such percentage as permitted
(hereinafter referred to as “Securities”), or any combination thereof, under applicable law on the price determined pursuant to the SEBI
through public and/or private offerings and/or by way of qualified ICDR Regulations.
institutions placement, or any combination thereof, in accordance
with the Securities and Exchange Board of India (Issue of Capital The “Relevant Date” for this purpose will be the date when the Board
and Disclosure Requirements) Regulations 2018 (including any (including any committee thereof ) decides to open the QIP for
amendments, modifications, variations or re-enactments thereof ) subscription or the date on which the holders of such convertible
(“SEBI ICDR Regulations”) and all other applicable laws, subject to securities become entitled to apply for the Equity Shares, as
the applicable regulations issued by the Securities and Exchange determined by the Board in accordance with applicable law.
Board of India and any other governmental, regulatory or statutory
As the Issue may result in the issue of Equity Shares of the Company
approvals as may be required, in one or more tranches, at such price
to investors who may or may not be shareholders of the Company,
as may be deemed appropriate by the Board at its absolute discretion
consent of the shareholders is being sought pursuant to Sections
including the discretion to determine the categories of Investors to
23, 41, 42, 62, 179 and other applicable provisions, if any, of the
whom the issue, offer, and allotment shall be made considering the
Companies Act, 2013 and any other law for the time being in force
prevalent market conditions and other relevant factors and wherever
and being applicable and in terms of the provisions of the SEBI (Listing
necessary, in consultation with lead manager(s)/ book running lead
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
manager(s) and other agencies that may be appointed by the Board
LODR Regulations”) and SEBI ICDR Regulations.
for the purpose of the Issue.
The aforesaid proposal is in the interest of the Company and your
This special resolution enables the Board to issue Equity Shares of the
Directors recommend the special resolution set out at item no. 7 of
Company for an aggregate amount not exceeding ₹ 350 Crore (Rupees
the accompanying Notice for approval by the shareholders of the
Three Hundred Fifty Crore only) or its equivalent in any foreign
Company.
currency and/or equivalent Indian Rupees as may be determined by
the Board, or in any convertible foreign currency, as the Board in its The Promoters, Directors, Key Managerial Personnel and members of
absolute discretion may deem fit and appropriate. Senior Management of the Company shall not be eligible to subscribe
to the proposed issue of Securities, except in accordance with the
The Company anticipates growth opportunities in its existing
applicable laws.
operations and continues to evaluate various avenues for expansion
and achieving growth. Towards this, the Company continues to None of the Promoters, Directors, Key Managerial Personnel or
require capital for achieving such growth and expansion. Accordingly, members of Senior Management of the Company and their relatives
our Company intends to issue Equity Shares pursuant to this special are deemed to be concerned or interested financially or otherwise
resolution and utilize the proceeds to finance (wholly or in part) one in the resolution set out at Item no. 7, except to the extent of Equity
or more, or any combination towards the funding capital expenditure Shares that may be subscribed to by them or by companies / firms /
of the Company and/or its subsidiaries; acquisition of manufacturing
25
institutions in which they are interested as Director or shareholder or • The equity shares to be allotted shall be subject to the provisions
otherwise. of the Memorandum of Association and Articles of Association
of the Company and shall rank pari passu in all respects with
The Securities shall not be eligible to be sold for a period of one year the existing equity shares of the Company, as may be provided
from the date of allotment, except on the recognized Stock Exchanges, under the terms of the QIP and in accordance with the provisions
or except as may be permitted under the SEBI ICDR Regulations from of the placement document(s).
time to time.
Pursuant to Section 62 of the Companies Act, 2013 and the SEBI Listing
Proposed time within which the allotment shall be completed: Regulations, whenever it is proposed to increase the subscribed capital
of a company by a further issue and allotment of shares, such shares
• In case of a QIP, the allotment of the Securities shall only be made
need to be offered to the existing shareholders in the manner laid
to QIBs and shall be completed within a period of 365 days from
down in the said section unless the shareholders decide otherwise in a
the date of passing of resolution set out at Item No. 7 of this
general meeting. The Board recommends passing of the resolution as
Notice.
set out at Item No. 7 of this Notice for the approval of the shareholders
• The Securities allotted shall not be eligible for sale by the allottee as special resolution.
for a period of one year from the date of allotment, except on a
In terms of Rule 14(2) of the Companies (Prospectus and Allotment
recognized stock exchange, or except as may be permitted from
of Securities) Rules, 2014, a company can make a private placement
time to time.
of its securities under the Companies Act, 2013 only after receipt
• The Company shall not undertake any subsequent QIP until the of prior approval of its members by way of a Special Resolution.
expiry of two weeks from the date of the QIP to be undertaken Consent of the members would therefore be necessary pursuant to
pursuant to the special resolution passed at this meeting. the aforementioned provisions of the Companies Act, 2013 read with
applicable provisions of the SEBI ICDR Regulations and the SEBI LODR
• The equity shares of the same class, which are proposed to be Regulations, for issuance of Securities.
allotted through qualified institutions placement or pursuant
to conversion or exchange of eligible securities offered through The Equity Shares to be allotted would be listed on the Stock Exchanges.
qualified institutions placement, have been listed on a stock The offer/issue/allotment would be subject to the availability of the
exchange for a period of at least one year prior to the date of regulatory approvals, if any. The conversion of Securities held by
issuance of notice to its shareholders for convening the meeting foreign investors into Equity Shares would be subject to the applicable
to pass the special resolution. foreign investment cap and relevant foreign exchange regulations,
including Foreign Exchange Management Act, 1999, including any
• The detailed terms and conditions for the offer will be determined amendments, statutory modification(s) and/ or re-enactment(s)
in consultation with the advisors, lead manager(s)/ book running thereof (‘FEMA’), the Foreign Exchange Management (Non-debt
lead manager(s) and underwriters and such other authority Instruments) Rules, 2019 and Foreign Exchange Management (Debt
or authorities as may be required, considering the prevailing Instruments) Regulations, 2019. As and when the Board does take
market conditions and other regulatory requirements for various a decision on matters on which it has the discretion, necessary
types of issues including rights issue or QIP. disclosures will be made to the Stock Exchanges as may be required
under the provisions of the SEBI LODR Regulations.

26 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED

ANNEXURE- A
DETAILS OF DIRECTOR SEEKING REAPPOINTMENT / REMUNERATION AT THE GENERAL
MEETING
Name of the Director Shri Nakul Kam Sethi Shri Satpal Kumar Arora
DIN 06512548 00061420
Mr Arora has served in various organizations such as -
With an event full career and a total IFCI Limited, TFCI LTD, CFM Assets Reconstruction Co,
experience of close to 28 years with NSIC Ltd gaining extensive experience in wholesale
commercial, investment and corporates lending project appraisal and financing, infrastructure
banking sector across geographies in India, project appraisal /monitoring/ negotiating terms and
Australia and the middle East, Mr. Nakul Sethi legal aspects.
Brief Resume & Expertise in specific
possess diverse skills set in-investor relation Mr Satpal has proven himself as an essential asset
functional areas
function, loan syndication, private equity to the organization. Through his good working
mergers and acquisitions, structured finance, knowledge of General commercial and economic
recapitalization, treasury, money markets etc. laws, companies act, Regulatory provisions of Stock
He has been an integral part of SOM Group Exchanges and SEBI. Management of board and senior
for the last 16 years. level meetings the company has been able to grow
exponentially.
Date of Birth / Age September 3, 1973/ 49 Year April 1,1958/ 65 Years
Date of first appointment on the
June 1, 2018 October 13, 2018
Board
Details of shares held in the
53857 16225
Company as on June 30, 2023
Relationship with other Directors, No relationship with other Directors, Manager
No relationship with other Directors, Manager and
Manager and other Key Managerial and other Key Managerial Personnel of the
other Key Managerial Personnel of the Company
Personnel of the Company Company
M.Com., L.L.B. and memberships of ICMA, ICSI and
Qualifications B.Com and MBA (Manchester, UK)
CAIIB
As mentioned in the resolution placed before As mentioned in the resolution placed before the
Terms and Conditions of
the members in item No. 3 of the Notice read members in item No.4 of the Notice read with the
Appointment/ Re-appointment
with the explanatory Statement thereto explanatory Statement thereto
As mentioned in the resolution placed As mentioned in the resolution placed before the
Details of Remuneration sought to
before the members of the Notice read with members of the Notice read with explanatory
be paid
explanatory Statement thereto Statement thereto
Sitting fee of ₹30,000/- for attending each Board
Last Remuneration drawn ₹5.5 lakhs per month w.e.f. June 1, 2023
Meeting.
Number of Board Meetings
He attended all the board meeting held He attended all the board meeting held during the
attended/ held during Financial Year
during the financial year 2022-23 financial year 2022-23
2022-23
Listed entities in which the person
also holds the Directorship and • Dhampur Sugar Mills Limited
Membership/ Chairmanship of the Nil • Shree Pushkar Chemicals & Fertilisers limited
Committees thereof as on March 31, • Nagarjuna Fertilizers and Chemicals Ltd.
2023
• Dhampur Sugar Mills Limited
• CMR Green Technologies Limited
• IFCI Sycamore Capital Advisors Private Limited
Directorship held in other companies • Aaryavrat Realtors Private Limited • Shree Pushkar Chemicals & Fertilisers limited
as on March 31, 2023 • Som Agro Products Limited • Alchemist Asset Reconstruction Company Limited
• Nagarjuna Fertilizers and Chemicals Ltd.
• Shree Maheshwar Hydel Power Corporation Limited
• Globin INFRA AMC Services Private Limited
Committee positions held in other
- -
Companies as on March 31, 2023
• Shree Pushkar Chemicals & Fertilisers limited (as
Audit Committee Nil
Chairman)
Stakeholders’ Relationship • Shree Pushkar Chemicals & Fertilisers limited (as
Nil
Committee Member)

27
 • Shree Pushkar Chemicals & Fertilisers limited
• Corporate Social Responsibility Committee (as
Member)
Others Nil
• Nomination and Remuneration committee(as
Chairman)
• Dhampur Sugar Mills Limited(as Member)

The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013:

I General Information
The Company is engaged in the production of beer; and blending and
1 Nature of industry
bottling of IMFL
Date or expected date of commencement of commercial The Company commenced its business in the year 1993 i.e. the year in
2
production which it was incorporated.
In case of new companies, expected date of commencement
3 of activities as per project approved by financial institutions N.A.
appearing in the prospectus.
4 Financial performance based on given indicators are as under:
Financial Parameters (in Lakhs) 2020-21 2021-22 2022-23
Total Revenue 22815.32 25948.73 57333.5
Total Expenses 24894.34 27049.32 53576.36
Profit/Loss After Tax (1803.61) (1097.23) 2703.71
Interim dividend
Dividend Rate Nil Nil
@5%
Foreign holding in the Company as on 30/06/2023 is 2.45% of the
5 Foreign investments or collaborations, if any.
Equity Shares Capital of the Company.
II Information about the appointee:
1 Name Shri Nakul Kam Sethi / Shri Satpal Kumar Arora
As mentioned in Annexure A under the heading “Brief Resume and
2 Background details
Expertise”
As mentioned in the resolution at Item No. 3 & 4 of the Notice
3 Past remuneration
convening this Meeting read with explanatory statement thereto.
4 Recognition or awards -
The Board considers that their association would be of immense
5 Job profile and his suitability benefit to the Company and it is desirable to appoint them as a Whole
Time Director / Independent Director of the Company.
Same as mentioned in the resolutions at Item No. 3 & 4 of the Notice
6 Remuneration proposed
convening this Meeting read with explanatory statement thereto.
Comparative remuneration profile with respect to industry, The proposed remuneration is commensurate with size and nature of
size of the company, profile of the position and person the business of the Company and the responsibilities of the appointee.
7
(in case of expatriates the relevant details would be with The remuneration do differ from Company to Company in the industry
respect to the country of his origin) depending of the respective operations.
Pecuniary relationship directly or indirectly with the
8 company, or relationship with the managerial personnel, if Not Applicable
any.
III Other information:
The Company has been profitable in its operations in the current FY as
1 Reasons of loss or inadequate profits
the COVID situation has been normalized.
The Company has been profitable in its operations in the current FY as
2 Steps taken or proposed to be taken for improvement.
the COVID situation has been normalized.
Expected increase in productivity and profits in measurable The Company is expected to show an impressive growth in sale as well
3
terms. as profits in the short to medium term.
The information and disclosures related to Remuneration and Period
of Appointment, Number of Board Meeting attended during the year
IV Disclosures: 2022-23, Chairmanship / Membership of Committees of the Board
of Directors of other listed companies are mentioned in Annexure A
hereinabove.
i Termination: As per provisions of Companies Act, 2013
ii Duties and Responsibilities: As per provisions of Companies Act, 2013

28 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
BOARD’S REPORT
DEAR MEMBERS,
Tax Expenses 1014.76 -270.27
Your Directors have pleasure in presenting the Thirtieth Annual Share of profit/(loss) in associates - -
Report together with the Financial Statements of the Company for the
Profit before comprehensive income 6030.23 -984.00
Financial Year ended March 31, 2023.
Other comprehensive incomes 10.67 11.02
FINANCIAL HIGHLIGHTS
Total Comprehensive Income for the
A brief overview on Stand-Alone and Consolidated Financial year (PAT) 6040.90 -972.98
Performance for the Financial Year ended March 31, 2023 is as follows:
TRANSFER TO RESERVES
A. STANDALONE FINANCIAL PERFORMANCE
(Rupees in Lakhs) The Board of the Company has decided to carry entire amount of its
profit to reserves and surplus.
31.03.2023 31.03.2022
Particulars
(Audited) (Audited) DIVIDEND EQUITY SHARES
Revenue from operations 57242.44 25932.49
During FY 2022-23 the company declared an interim dividend @5%
Other Income 91.06 17.35 on its paidup equity shares capital of the company. Your Board did not
Total Income 57333.5 25949.84 recommend any further dividend on equity shares of the company.

Expenses In terms of the provisions of Regulation 43A of the SEBI (Listing

Operating Expenditure 29219.58 12672.06 Obligations and Disclosure Requirements) Regulations, 2015 as
amended (‘Listing Regulations’), the Company has formulated a
Excise Duty 8985.90 4632.50 Dividend Distribution Policy. Policy is available on the Company’s
Employee Benefit Expense 1339.85 1145.55 website and can be accessed at https://www.somindia.com/pdf/sebi/
som-dividend-distribution-policy.pdf
Depreciation and amortization
expenses 901.37 898.30 OPERATIONS
Other Expenses 12220.97 6761.74
During the year under review, on consolidated basis, your Company
Total Expenses 52667.67 26110.15 registered Gross Revenue of Rs.149937.69 lacs, whereas the Profit
Profit before finance cost and tax 4665.83 -160.31 Before Tax and Total Comprehensive Income for the year stood at
Rs.7044.99 lacs and Rs.6040.90 lacs respectively. On a standalone
Finance Cost 908.69 940.28 basis, the Company registered Gross Revenue of Rs.57333.50 lacs,
Profit before tax 3,757.14 -1,100.59 whereas the Profit Before Tax and Total Comprehensive Income for the
year stood at Rs.3757.14 lacs and Rs.2708.74 lacs, respectively.
Tax Expenses 1053.43 -3.36
Share of profit/(loss) in associates - - KEY DEVELOPMENTS

Profit before comprehensive The following are the key developments reported by your company –
income 2703.71 -1097.23
PRODUCTS –
Other comprehensive incomes 5.03 14.08
Total Comprehensive Income for - Genius Prestige whiskey gains 46% market share in Karnataka
the year (PAT) 2708.74 -1083.15 segment within 3 months of launch

B. CONSOLIDATED FINANCIAL PERFORMANCE - Legend Brandy and Pentagon Whisky approved for nationwide
(Rupees in Lakhs) supply by Canteen Stores Department (CSD)
31.03.2023 31.03.2022 EXPANSION PLANS –
Particulars
(Audited) (Audited)
Revenue from operations 149804.50 65620.82 - Execution of an expansion plan of a Capex outlay of Rs. 850
million for the new canning facility at the Bhopal Plant and
Other Income 133.19 29.52 expanding the Brewing Facility in Hasan Plant.
Total Income 149937.69 65650.34
- Expansion of the Odisha Plant has been completed in June 2023
Expenses at a capex outlay of Rs. 350 million.
Operating Expenditure 48526.79 20737.64
OPERATION –
Excise Duty 69136.82 29104.52
- Highest sales ever recorded in a single month achieved by
Employee Benefit Expense 2676.55 2169.85 Karnataka unit in January
Depreciation and amortization
expenses 1701.09 1677.77 - Contract signed with Radico Khaitan during Q3 FY2023 to
manufacture their IMFL and Ready to Drink brands at our plant
Other Expenses 19254.68 11679.38 in Hassan, Karnataka, leading to improved utilization of our IMFL
Total Expenses 141295.93 65369.16 facility
Profit before finance cost and tax 8641.76 281.18 EFFICIENCY –
Finance Cost 1596.77 1535.45
- The Bhopal plant’s beer dispatch in January 2023 has doubled
Profit before tax 7044.99 -1254.27 compared to the previous year’s corresponding period

29
AUDIT COMMITTEE whereby any weakness, whether financial or otherwise, is identified
and rectified in time.
The details pertaining to composition of Audit Committee are
included in the Corporate Governance Report, which forms part of SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES
this Annual Report.
The Company has 2 Wholly Owned Subsidiary as on March 31, 2023.
STATUTORY AUDITOR List of companies which have been consolidated at the year-end is
given in the Notes to Accounts.
M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C), was re-
appointed by the Company as the Statutory Auditors in the 29th During the year, the company has made further investment in
Annual General Meeting held on 27th September, 2022 for a period 99,90,000 equity shares of Rs.10/- each in one of its wholly owned
of Two consecutive years in terms of the provisions of Section 139(2) subsidiary M/s Som Distilleries and Breweries Odisha Private Limited.
of the Companies Act, 2013 read with Rules made thereunder. There has been no material change in the nature of the business of
Accordingly, the Auditors hold office until the conclusion of the 31st the Subsidiaries. A separate statement containing the report on the
Annual General Meeting to be held in the year 2024. performance and financial position of each of subsidiaries is included
in the consolidated financial statements of the Company forming part
The Statutory Auditors have submitted a certificate confirming their of this Annual Report.
eligibility under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further, the Company ACCOUNTS OF SUBSIDIARY COMPANIES
has also received a copy of Peer Review Certificate as prescribed by
the Institute of Chartered Accountant of India to the Auditors and Pursuant to applicable Accounting Standards on Consolidated
declaration from the Auditors that they are not disqualified for such Financial Statements and Financial Reporting issued by the ICAI
appointment/ reappointment under the said Act. and as prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the financial
The remuneration of M/s AKB Jain & Co., Chartered Accountants for information of the subsidiaries, are enclosed and forms part of this
conducting the statutory audit of the company on a consolidated basis Annual Report.
for FY 2022-23 was Rs.5.77 Lacs (excluding out of pocket expenses).
As per the provision of first proviso of Section 129(3) of the Companies
AUDITOR’S REPORT Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the
balance sheets of the Subsidiary Companies have not been attached
The Notes on accounts and observations of the Auditors in their to the Annual Report. However, Company is required to attach along
Report on the Accounts of the Company are self- explanatory. with its financial statements a separate statement containing the
salient features of financial statements of its subsidiaries in Form AOC-
There were no observations (including any qualification, reservation,
1.
adverse remark or disclaimer) of the Auditors in their Audit Reports
that may call for any explanation from the Directors. Further, the Annual Accounts of the Subsidiary Companies and the
related detailed information will be made available to the shareholders
SECRETARIAL AUDIT REPORT
of the Holding and Subsidiary Companies seeking such information
Pursuant to the provisions of Section 204 of the Companies Act, 2013 at any point of time and the Annual Accounts of the subsidiary
and The Companies (Appointment and Remuneration of Managerial companies will also be kept for inspection by any member in the
Personnel) Rules, 2014, the Company has appointed M/s Neelesh head office of the holding Company and of the subsidiary companies
Jain & Associates, Company Secretaries to undertake the Secretarial concerned. Further, the annual accounts for the FY 2022-23 of all the
Audit of the Company for the FY 2023-24. The remarks of Secretarial subsidiary companies are available on the website of the Company i.e.,
Auditors were self-explanatory and the same was mentioned in the www.somindia.com.
Board’s Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The comments of Board on observations of Secretarial Auditor of
As per Regulation 34 of the SEBI Listing Regulations, a Business
the Company in their Report for the FY 2022-23 are indicated below
Responsibility and Sustainability Reporting is annexed as Annexure II
and the Report of the Secretarial Audit in Form MR-3 is annexed as
and forms part of this Annual Report.
Annexure I. Further, in terms of Regulation 24A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the CORPORATE SOCIAL RESPONSIBILITY (CSR)
Company carried out Secretarial Audit of its material unlisted
subsidiaries i.e. (a) Woodpecker Distilleries & Breweries Private Limited The Board, upon the recommendation of the CSR Committee, has
and (b) Som Distilleries & Breweries Odisha Private Limited, through adopted CSR Policy and initiated its implementation. The CSR Policy is
M/s MM Chawla & Associates, Company Secretaries in Practice. The available on the Company’s website www.somindia.com.
reports of the secretarial audit are annexed herewith as Annexure I (A)
& Annexure I (B) respectively. The details pertaining to composition of CSR Committee are included
in the Corporate Governance Report, which forms part of this Annual
Comments by Board on observations of Secretarial Auditor: Report. The Annual Report on CSR activities is annexed as Annexure III.

As per Section 124(6) of the Act read with the IEPF Rules as amended, POLICY ON SEXUAL HARASSMENT
all the Shares in respect of which dividend has remained unpaid/
unclaimed for seven consecutive years or more are required to be The Company has Internal Complaints Committee (ICC) with Ms.
transferred to IEPF Account. The Company is in process to send notice / Anamma Bosco as (Presiding Officer), Mr. Nakul Sethi (Member), Mr.
reminders to the concerned members and to publish notice regarding Rajesh Dubey (Member), Ms. Madhuri Goel a member from an NGO,
the same in newspaper(s). in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL AUDIT All female employees are covered under the Policy. There was no
complaint received from any employee during the FY 2022-23 and
The Board of Directors had appointed Mr. Sourabh Tandon as the hence no complaint is outstanding as on March 31, 2023 for redressal.
Internal Auditors of the Company for the F.Y. 2023-24. Internal Financial
Control & Systems of the Company has been devised through its Board of Directors & Key Managerial Personnel (KMPs)
extensive experience that ensures control over various functions of
its business. The Company practices Quality Management System In accordance with the provisions of Section 152(6) of the Companies
for Design, Planning, Construction and Marketing. Periodic audits Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director
conducted by Internal Auditors and Statutory Auditors provide means of the Company retires by rotation at the ensuing Annual General

30 | SDBL ANNUAL REPORT 2022-23

Meeting (“AGM”) of the Company and being eligible, offers himself Bank created by MCA for Independent Directors, has been received
for re-appointment. The Board on the recommendation of the from all the Independent Directors.
Nomination & Remuneration Committee (“NRC”) has recommended
his re-appointment in the ensuing AGM. The Company has formulated a policy on ‘familiarisation programme
for independent directors’ which is available on the Company’s website
During the period under review the Board of Directors of the at the link https://www.somindia.com/pdf/sebi/SOM-Familiarization-
Company (‘the Board’) on the recommendation of the Nomination & Programme-for-Independent-Directors.pdf
Remuneration Committee (‘NRC’), at the meeting held on November
18, 2022, approved the continuation of appointment of Mr. Uma Kant Brief resume of the Director(s) recommended for approval of
Samal (DIN: 08669929) as Independent Director of the Company on appointment/re-appointment at the 30th AGM of the Company and
attaining the age of seventy-five years for the remaining term of his nature of expertise in specific functional areas and names of the
appointment i.e. upto April 19, 2025. The shareholders have approved Companies in which he/she holds Directorship and Membership/
the same at their meeting held on December 27, 2022. Further, Chairmanship of Committees of the Board, as stipulated under SEBI
Mr. Rajesh Kumar (DIN: 08732528) was appointed as Additional (Listing Obligations and Disclosures Requirements) Regulations, 2015
Director (Non-Executive & Independent) w.e.f. December 9, 2022 on are provided in the Corporate Governance Report which forms part of
the Board of the Company and regularized by Shareholders as Director the Annual Report.
(Non-Executive & Independent) at the Extra Ordinary General Meeting
BOARD AND ITS COMMITTEES
of the company held on March 7, 2023.
The Board, as on March 31, 2023 comprises 7 Members - 2 Executive
Later, Mr. Rajesh Kumar (DIN: 08732528), Non-executive & Independent
Directors and 5 Non-executive Directors, of which 5 are Independent
Director has Resigned from the Board of the Company w.e.f. April 14,
Directors. During the period under review, your directors met eight
2023. The Board appreciated Mr. Kumar’s valuable contribution during
times. The maximum time-gap between any two consecutive
his tenure as Independent Director of the Company and noted the
meetings was within the period prescribed under the Companies Act,
content of his resignation letter that there was no material reason for
2013 and Securities and Exchange Board of India (Listing Obligations
his resignation.
and Disclosure Requirements) Regulations, 2015. Details of number of
The term of appointment of Mr. Nakul Kam Sethi, as Wholetime meetings of Board and various Committees attended during the year
Director (DIN: 06512548) was expiring on June 1, 2023. The Board by each Director/ Member is disclosed in the Corporate Governance
of Directors on the recommendation of the Nomination and Report forming part of this Annual Report.
Remuneration Committee (“NRC”) of the Company at their Meeting
The Board, as on March 31, 2023 has six Committees namely, Audit
held on April 27, 2023, considering the performance evaluation,
Committee, Nomination and Remuneration Committee, Corporate
given his background and experience and contributions made by him
Social Responsibility Committee, Stakeholder Relationship
during his tenure, the continued association of Mr. Nakul Kam Sethi
Committee, Risk Management Committee and Executive Legal and
would be beneficial to the Company and it is desirable to continue to
Borrowing Committee.
avail his services as Wholetime Director, approved the re-appointment
of Mr. Nakul Kam Sethi, as Wholetime Director (DIN: 06512548) of the A detailed note on the composition of the Board, Committees
Company for a period of 5 years with effect from June 1, 2023. Mr. including meetings, attendance thereat is provided in the Corporate
Sethi’s reappointment was approved by the Shareholders at the Extra Governance Report which forms part of this Annual Report.
Ordinary General Meeting of the company held on August 5, 2023.
Mr. J.K. Arora, is the Chairman and Managing Director, Mr. Nakul Kam
The term of appointment of Mr. Satpal Kumar Arora (DIN: 00061420) Sethi is the Whole time Director, Mr. Rajesh Kumar Dubey is the Chief
was expiring on October 13, 2023. The Board of Directors on the Financial Officer and Mr. Om Prakash Singh is the Company Secretary
recommendation of the Nomination and Remuneration Committee & Compliance Officer of the Company.
(“NRC”) of the Company at their Meeting held on September 5, 2023,
considering the performance evaluation, given his background and RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE AND RIGHTS
experience and contributions made by him during his tenure, the ISSUE
continued association of Mr. Satpal Kumar Arora would be beneficial
The company was in requirement of funds for working capital for this
to the Company and it is desirable to continue to avail his services as
purpose the company came up with a preferential issue of convertible
Independent Director, approved the re-appointment of Mr. Satpal
equity warrants of approx. Rs.27.20 crore and a rights issue of equity
Kumar Arora, as Independent Director of the Company for a further
shares of approx. Rs.49 crores during the year.
period of 5 years with effect from October 13, 2023 and recommend
Mr. Arora’s reappointment for approval of the Shareholders at the CHANGE IN NAME OF THE COMPANY
ensuing Annual General Meeting of the company.
On the recommendation by the Board, the shareholders of the
Details of Mr. Nakul Kam Sethi (DIN: 06512548) and Mr. Satpal Kumar company in the Extra-Ordinary General Meeting held on December
Arora (DIN: 00061420) are provided in the explanatory statement 27, 2022, has approved the change of name of the Company from
to the AGM Notice, in accordance with the provisions of (i) Listing ‘Som Distilleries & Breweries Limited’ to ‘Som Distilleries Breweries and
Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), Wineries Limited’. The Certificate w.r.t. change of Name is awaited from
issued by the Institute of Company Secretaries of India. the concerned ROC. The company is following up for the same and till
such time the Fresh COI is received, the company will continue with
Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation
its existing name.
25(8) of the Listing Regulations, the Independent Directors have
provided a declaration to the Board of Directors that they meet the INDEPENDENT DIRECTORS’ MEETING
criteria of Independence as prescribed in the Companies Act, 2013
and the Listing Regulations, and are not aware of any situation which The Independent Directors met on January 24th, 2023, without the
exists or may be reasonably anticipated that could impair or impact attendance of Non-Independent Directors and members of the
their ability to discharge duties as an Independent Director with an Management. The Independent Directors reviewed the performance
objective independent judgement and without any external influence. of non-independent directors and the Board as a whole; the
Further, veracity of the above declarations has been assessed by the performance of the Chairperson of the Company, taking into account
Board, in accordance with Regulation 25(9) of the Listing Regulations. the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information
Further, declaration in compliance with Rule 6(3) of the Companies between the Company Management and the Board that is necessary
(Appointment and Qualification of Directors) Rules, 2014, as amended for the Board to effectively and reasonably perform their duties.
by Ministry of Corporate Affairs (“MCA”) Notification dated October
22, 2019, regarding the requirement relating to enrolment in the Data
31
COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/
TECHNOLOGY/ ABSORPTION/ FOREIGN EXCHANGE EARNING AND
The Board confirms that, during the period under review, the Company OUTGO
has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) as amended from time The information required pursuant to Section 134(3)(m) of the
to time. Companies Act, 2013, read with Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development,
DECLARATION BY INDEPENDENT DIRECTORS Technology Absorption is set out in Annexure V.
As per the requirement of section 134(3)(d) of the Companies Act, INVESTOR RELATIONS
2013, the Company is required to attach the statement on declaration
given by the Independent Directors under Section 149(6) with the As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued
Report. Your Company has received the said declaration from all the by the Securities and Exchange Board of India, Company is timely
Independent Directors. redressing the Investor Complaints through the SEBI complaints
Redress System (SCORES). As a part of compliance, the Company has a
DIRECTORS’ RESPONSIBILITY STATEMENT Stakeholder Relationship Committee to redress the issues relating to
investors. It consists of four Members namely Mr. Satpal Kumar Arora,
Pursuant to the requirement under section 134(5) of the Companies Chairperson, Mr. Deena Nath Singh, Ms. Nishi Arora and Mr. Nakul Kam
Act, 2013, with respect to Directors’ Responsibility Statement, it is Sethi, as Members.
hereby confirmed that:
The details of this Committee are provided in the Corporate
a. In the preparation of the annual accounts for the Financial Year Governance Report forming part of the Annual Report.
ended March 31, 2023, the applicable Accounting Standards
have been followed and there are no material departures; LISTING

b. The Directors had selected such accounting policies and applied The equity shares are listed on the BSE Ltd (Bombay Stock Exchange)
them consistently and made judgments and estimates that are and the National Stock Exchange of India Ltd. (NSE). Both these Stock
reasonable and prudent so as to give a true and fair view of the Exchanges have nationwide terminals and therefore, shareholders/
state of affairs of the Company as on March 31, 2023 and of the investors are not facing any difficulty in trading the shares of the
profit of the Company for the year ended on that date; Company from any part of the Country. The Company has paid annual
listing fees for FY 2022-23 and FY 2023-24 to BSE and NSE and annual
c. The Directors had taken proper and sufficient care for the custody fees to National Securities Depository Limited and Central
maintenance of adequate accounting records in accordance Depository Services (India) Limited.
with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting CORPORATE GOVERNANCE REPORT
fraud and other irregularities; and
The Directors adhere to the requirements set out by the Securities and
d. The Directors had prepared the financial statements of the Exchange Board of India’s Corporate Governance practices and have
Company for the Financial Year ended March 31, 2023 on a ‘going implemented all the stipulations prescribed. Secretarial compliances,
concern’ basis. reporting, intimations etc. Under the Companies Act, 2013, listing
agreement(s) and other applicable laws, rules and regulations are
e. The Directors had laid down internal financial controls to be noted in the Board/ Committee Meetings from time to time. The
followed by the Company and that such internal financial Company has implemented several best corporate governance
controls are adequate and were operating effectively. practices as prevalent globally.

f. The Directors had devised proper systems to ensure compliance The Corporate Governance Report as stipulated under Regulation
with the provisions of all applicable laws and that such systems 34(3) and other applicable Regulations read with Part C of Schedule V
were adequate and operating effectively. of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Report.
PARTICULARS OF EMPLOYEES
CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING
As required by the provisions of Section 197 read with Rule 5 of the COMPANY SECRETARIES
Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, details of the Employees are set out in Annexure IV. The requisite Certificate from the Company secretary in practice, M/s
N.K. Jain & Associates, Company Secretaries, confirming compliance
DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN with the conditions of Corporate Governance as stipulated under
SCHEME 2020 Regulation 34(3) and 53(f ) read with Part E of Schedule V of the
The Company has “SOM Employees Stock Option Plan Scheme 2020” aforesaid Regulations, forms part of this Report.
(“SOM ESOP-2020”). The Board on the recommendation of NRC MANAGEMENT DISCUSSION AND ANALYSIS
modified the SOM ESOP-2020 scheme and the shareholders approved
the same at their Meeting (EGM) held on April 8, 2021 to extend the The Management Discussion and Analysis Report as required under
benefits of the SOM ESOP-2020 scheme for the benefit of permanent Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Employees and/ or Directors of the Company and/or subsidiary Requirements) Regulations, 2015 forms part of this Annual Report.
company(ies), as may be permissible under the SEBI Regulations.
ANNUAL RETURN
The Company did not issue/grant any options under “SOM ESOP-2020
scheme” during the year under review. The Annual Return of the Company as on March 31, 2023 is available
on the Company’s website and can be accessed at the Company’s
Accordingly, there are no outstanding options under SOM ESOP- website under the weblink https://www.somindia.com
2020 as on March 31, 2023. Accordingly, no disclosures in terms of
Companies (Share Capital and Debenture) Rules, 2014 and Securities PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
and Exchange Board of India (Share Based Employee Benefits and PARTIES
Sweat Equity) Regulations, 2021 is required.
All contracts/ arrangements/ transaction entered into by the Company
Further the Company has received the in-principle approval from during the financial year with related parties were in the ordinary
the stock exchanges for the for implementation of SOM ESOP-2020 course of business and on arm’s length basis.
scheme in terms of the amended regulations.
During the year, the Company had not entered into any contract/
32 | SDBL ANNUAL REPORT 2022-23
arrangement/ transaction with the related parties which could be RISK MANAGEMENT POLICY
considered material in accordance with the Policy of the Company
on materiality of related party transactions. The RPT Policy is available The Company has adopted the Risk Management Policy which is
on the Company’s website under the weblink https://www.somindia. aimed at creating and protecting shareholders value by minimizing
com. Your Directors draw attention of the Members to Note no. 43 of threats and losses and identifying and maximizing opportunities. Your
the financial statements which set out related party disclosure. Directors periodically review the risks associated with the business or
threaten the prospect of the Company. The Risk Management Policy
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT is available on the website of the Company under the weblink https://
www.somindia.com.
The company has complied with the provisions of Section 186 of the
Companies Act, 2013 in relation to loans, investments and guarantees WHISTLE BLOWER POLICY
given by the Company during the year.
The Company has a vigil mechanism named as Whistle Blower Policy
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE of the Company, an avenue to raise concern and access in good faith
FINANCIAL POSITION OF THE COMPANY the Chairman of the Audit Committee which provide for adequate
safeguard against victimization of person. The Policy on Whistle
No material changes and commitments affecting the financial position Blower Policy is available on the website of the Company under the
of the Company occurred between the end of the financial year to weblink https://www.somindia.com.
which these financial statements relate till the date of this report.
CREDIT RATING
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS The company’s long-term bank loan ratings have been upgraded from
BBB to BBB+ by ICRA. Similarly, the company’s short-term rating has
The details of the same are provided in Corporate Governance Report been upgraded to A2 from A3+. This upgrade reflects the company’s
forming part of the Annual Report. continued commitment to financial strength, stability, and strategic
growth. The rating upgrade is a testament to the company’s strong
PERFORMANCE EVALUATION
position within the industry and its ability to navigate evolving market
SEBI (Listing Obligation & Disclosure Requirements) Regulation, dynamics successfully.
2015, mandates that the Board shall monitor and review the Board
The Company has the following latest rating assigned by ICRA on
evaluation framework. The framework includes the evaluation of
banking facilities.
Directors on various parameters.

Companies Act, 2013 states that a formal annual evaluation needs Long Term Rating [ICRA]BBB+ (pronounced ICRA triple B) with a
to be made by the Board on its own performance and that of its Stable outlook
Committees, Chairman of the Board and Individual Directors.
Short Term Rating [ICRA]A2; (pronounced ICRA A Two)
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent Directors shall be done by the entire Board ACKNOWLEDGMENT
of Directors, excluding the Directors being evaluated.
Your Directors would like to express their sincere appreciation
The Company has adopted adequate Policy for the evaluation of for assistance and co-operation received from the vendors and
its Director including independent Director and for the evaluation stakeholders including financial institutions, banks, Central & State
of the performance of Board and its Committee; the above referred Government Authorities, other business associates, who have
evaluation has been made in accordance with the stated Policy which extended their valuable sustained support and encouragement
is available on the website of the Company under the weblink https:// during the year under review.
www.somindia.com
The relationship with the employees remained cordial during the year.
DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY Your Directors are thankful to the shareholders and customers for their
continued patronage. Your Directors wish to place on record their
Pursuant to the provision of Section 178 of the Companies Act 2013 and
appreciation for solidarity, cooperation and support of employees and
Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements)
all stakeholders.
Regulations, 2015 the Board of Directors on the recommendation
of Nomination and Remuneration Committee has framed a Policy CAUTIONARY STATEMENT
for the appointment of Directors and Senior Management and their
remuneration which is available on the website of the Company under Statement made in the Annual Report, including those stated under
the weblink https://www.somindia.com. the caption “Management Discussion and Analysis” describing
the Company’s plans, executions, achievements, projections and
The details pertaining to composition of Nomination and expectations may include approximations and may constitute
Remuneration Committee are included in the Corporate Governance “forward looking statement” within the meaning of applicable laws
Report, which forms part of this Annual Report. and regulations. Actual results may differ materially from those either
expressed or implied.

Place: Bhopal For and on behalf of the Board

Date: September 5, 2023 FOR SOM DISTILLERIES AND BREWERIES LIMITED

Sd/-
J.K. ARORA
CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00224633)

33
SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE - I
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, Not Applicable to the Company during the audit period;
The Members,
Som Distilleries and Breweries Limited g. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009; Not Applicable to the
We have conducted the secretarial audit of the compliance of Company during the audit period;
applicable statutory provisions and the adherence to good corporate
practices by Som Distilleries and Breweries Limited (hereinafter called h. The Securities and Exchange Board of India (Buyback
the Company). Secretarial Audit was conducted in a manner that of Securities) Regulations, 2018; Not Applicable to the
provided us a reasonable basis for evaluating the corporate conducts/ Company during the audit period;
statutory compliances and expressing our Opinion thereon. i. The Securities and Exchange Board of India (Listing
Based on our verification of the Company’s books, papers, minute Obligations and Disclosure Requirements) Regulations,
books, forms and returns filed and other records maintained by the 2015 and,
company and also the information provided by the Company, its (vi) The other laws, as informed and certified by the management of
officers, agents and authorized representatives during the conduct of the company which are specifically applicable to the company
secretarial audit, we hereby report that in our opinion, the company based on the sectors/industry are
has, during the audit period covering the financial year ended
on March 31, 2023, complied with the statutory provisions listed a. Various State Excise Laws relating to brewing/alcohol
hereunder and also that the Company has proper Board-processes industry;
and compliance-mechanism in place to the extent, in the manner and
b. Legal Metrology Act, 2009 and Rules thereunder;
subject to the reporting made hereinafter:
c. Food Safety and Standards Act, 2006 and applicable Rules
We have examined the books, papers, minute books, forms and and Regulations made thereunder;
returns filed and other records maintained by (“The Company”) for the
d. The Environment (Protection) Act, 1986 and Rules
financial year ended on March 31, 2023, according to the provisions of:
thereunder;
(i) The Companies Act, 2013 (the Act) and the rules made there e. The Water (Prevention & Control of Pollution) Act, 1974;
under;
f. The Air (Prevention & Control of Pollution) Act,1981;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the g. All other Labour, Employee and Industrial Laws to the
rules made there under; extent applicable to the Company

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws We have also examined compliance with the applicable clauses of the
Framed there under; following:

(iv) Foreign Exchange Management Act, 1999 and the rules i) Secretarial Standards issued by The Institute of Company
and regulations made thereunder to extent of Foreign Secretaries of India.
Direct Investment, Overseas Direct Investment and External
ii) The Listing Agreements entered into by the Company with
Commercial borrowings;
National Stock Exchange of India Limited and BSE Limited
(v) The following Regulations and Guidelines prescribed under the
During the period under review the Company has complied with the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
a. The Securities and Exchange Board of India (Substantial mentioned above except that the company has not transferred the
Acquisition of Shares and Takeovers) Regulations, 2011; share to Investor Education and Protection Fund (“IEPF”) in respect
of which dividend was unpaid/ unclaimed for more than seven
b. The Securities and Exchange Board of India (Prohibition of consecutive years, under section 124 and the directors whose period
Insider Trading) Regulations, 2015; of office is liable to retirement by rotation is not as per Section 152(6)
of the Act read with applicable rules thereunder.
c. The Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018; We further report that

d. The Securities and Exchange Board of India (Share Based The Board of Directors of the Company is duly constituted with
Employee Benefits and Sweat Equity) Regulations, 2021; proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board
e. The Securities and Exchange Board of India (Issue and of Directors that took place during the period under review were
Listing of Non-Convertible Securities) Regulations, 2021; carried out in compliance with the provisions of the Act except that
Not Applicable to the Company during the audit period; the directors whose period of office is liable to retirement by rotation
is not as per Section 152(6) of the Act read with applicable rules
f. The Securities and Exchange Board of India (Registrars
thereunder.
to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act 2013 and dealing with client;
34 | SDBL ANNUAL REPORT 2022-23
Adequate notice is given to all directors to schedule the Board • The Company has allotted 37,77,777 Equity Shares of face value
Meetings, agenda and detailed notes on agenda were sent at least of Rs. 5/- pursuant to conversion of Equity Warrants allotted to
seven days in advance except wherever a meeting was duly called on Promoters/ Promoters group and public Investors on Preferential
shorter notice as per the prescribed procedure, and a system exists Basis pursuant to shareholders resolution dated August 19, 2022.
for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at • The shareholders of the company in the Extra-Ordinary General
the meeting. Meeting held on December 27, 2022, have approved the change
of name of the Company from ‘Som Distilleries & Breweries
As per the minutes, the decisions at the Board Meetings were taken Limited’ to ‘Som Distilleries Breweries and Wineries Limited’
unanimously. and its reflecting on Ministry of Corporate Affairs from the May,
2023. The Certificate w.r.t. change of Name is awaited from the
We further report that there are adequate systems and processes concerned ROC. The company is following up for the same.
in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, • The application for Reclassification of Mr. Surjeet Lal and Mrs.
rules, regulations and guidelines. Sweena Arora from Promoters to “Public” shareholder category
pursuant to shareholders resolution dated December 27, 2022
We further report that during the audit period there were following have been filed with the Stock exchanges. The approval from the
specific actions having major bearing on the Company’s affairs in Stock Exchanges is awaited.
pursuance of the above referred laws, rules, regulations, guidelines,
standards, etc. referred to above:

Place: Bhopal For N.K. Jain & Associates

Dated: 25.08.2023 Company Secretaries
UDIN : F006436E000857748 Sd/-
NEELESH JAIN
Proprietor
FCS-6436, CP-6912
Peer Review Certificate no. 2505/2022

35
SOM DISTILLERIES & BREWERIES LIMITED
Annexure A
SECRETARIAL AUDIT REPORT
To,

The Members,

Som Distilleries and Breweries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents
of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of
events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.

Place: Bhopal For N.K. Jain & Associates

Dated: 25.08.2023 Company Secretaries
UDIN : F006436E000857748 Sd/-
NEELESH JAIN
Proprietor
FCS-6436, CP-6912
Peer Review Certificate no. 2505/2022

36 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE I-A TO THE DIRECTOR REPORT
FORM NO. MR-3 (SECRETARIAL AUDIT REPORT)
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, 4. Departmental Heads of the company have reported compliance
with following laws applicable to the company during the
The Members, financial year 2022-23. These reports were duly taken on record
Woodpecker Distilleries and Breweries Private Limited by the Board of Directors.
Bhopal.
1. Income tax Act, 1961.
Sir, 2. Goods and Services Tax
3. Foreign Exchange Management Act, 1999.
1. I have conducted the secretarial audit of the compliance of 4. The Karnataka Excise Act, 1965.
applicable statutory provisions and the adherence to good 5. Factories Act, 1948.
corporate practices by Woodpecker Distilleries and Breweries 6. Industrial Disputes Act, 1947
Private Limited (hereinafter called the company), an unlisted 7. The Payment of Wages Act, 1936
company which is a wholly owned subsidiary of a listed 8. The Minimum Wages Act, 1948
company namely Som Distilleries & Breweries Limited (SDBL). 9. Employees’ State Insurance Act, 1948
Secretarial Audit was conducted in a manner that provided me/ 10. The Employees’ Provident Funds and Miscellaneous
us a reasonable basis for evaluating the corporate conducts/ Provisions Act, 1952
statutory compliances and expressing my/our opinion thereon. 11. The Payment of Bonus Act, 1965.
12. The Payment of Gratuity Act, 1972
2. Based on my verification of the Woodpecker Distilleries and
13. The Contract Labour (Regulation & Abolition) Act, 1970
Breweries Private Limited’s books, papers, minute books, forms
14. The Maternity Benefit Act, 1961
and returns filed and other records maintained by the company
15. The Child Labour (Prohibition & Regulation) Act, 1986
and also the information provided by the Company, its officers,
16. The Industrial Employment (Standing Order) Act, 1946
agents and authorized representatives during the conduct of
17. Workmen Compensation Act, 1923.
secretarial audit, I hereby report that subject to what is stated
18. Sexual Harassment of Women at Workplace (Prevention,
in the Financial Statement for 2022-23 read with the Auditors
Prohibition and Redressal) Act,2013
and Directors reports, the company has, during the audit period
19. Water (Prevention and Control of Pollution) Act, 1974.
covering the financial year ended on 31.03.2023 complied
20. Water (Prevention and Control of Pollution) Cess Act, 1977
with the statutory provisions listed hereunder and also that
21. Air (Prevention and Control of Pollution) Act, 1981
the Company has proper Board processes and compliance
22. Environment (Protection) Act, 1986.
mechanism in place to the extent, in the manner and subject to
23. Hazardous Wastes (Management, Handling and Trans
the reporting made hereinafter.
boundary Movement) Rules, 2008.
3. I have examined the books, papers, minute books, forms and 24. Companies Act, 2013 and the rules framed there under
returns filed and other records maintained by Woodpecker and the Secretarial Standards issued by the Institute of
Distilleries and Breweries Private Limited for the financial year Company Secretaries of India.
ended on 31.03.2023 according to the applicable provisions of I further report that
(i) The Companies Act, 2013 (the Act) and the rules made The Board of Directors of the Company is duly constituted. The
thereunder. changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the provisions of the Act.
the rules made thereunder.
Adequate notice is given to all directors to schedule the Board
(iii) The Depositories Act, 1996 and the Regulations and Bye- Meetings and a system exists for seeking and obtaining further
laws framed thereunder. information and clarifications on the agenda items before the meeting
(iv) Foreign Exchange Management Act, 1999 and the rules and for meaningful participation at the meeting.
and regulations made thereunder to the extent of Foreign
Majority decision is carried through while the dissenting members’
Direct Investment, Overseas Direct Investment and External
views are captured and recorded as part of the minutes. There are
Commercial Borrowings.
adequate systems and processes in the Company commensurate
(v) The following regulations and guidelines prescribed under with the size and operations in the Company to monitor and ensure
the Securities and Exchange Board of India Act, 1992(‘SEBI compliance with applicable laws, rules, regulations and guidelines.
Act’) :-

(a) The Securities & Exchange Board of India (Listing Place: Bhopal For M.M. Chawla and Associates
Obligations and Disclosure Requirements) Date: 27.04.2023 Sd/-
Regulations, 2015. M.M. Chawla
FCS 67, C P 716
During the period under review the company has complied PR: 1975/2022
with the provisions of the Acts, Rules, Regulations, guidelines, UDIN: F000067E000204722
Standards etc. mentioned above.

37
SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE I-B TO THE DIRECTOR REPORT
FORM NO. MR-3 (SECRETARIAL AUDIT REPORT)
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, 1. Income tax Act, 1961.
2. Goods and Services Tax
The Members 3. Foreign Exchange Management Act, 1999.
Som Distilleries and Breweries Odisha Private Limited 4. The Odisha Excise Act, 2008.
Bhopal. 5. Factories Act, 1948.
6. Industrial Disputes Act, 1947
Sir,
7. The Payment of Wages Act, 1936
1. I have conducted the secretarial audit of the compliance of 8. The Minimum Wages Act, 1948
applicable statutory provisions and the adherence to good 9. Employees’ State Insurance Act, 1948
corporate practices bySom Distilleries and Breweries Odisha 10. The Employees’ Provident Funds and Miscellaneous
Private Limited(hereinafter called the company) an unlisted Provisions Act, 1952
company which is a wholly owned subsidiary of a listed 11. The Payment of Bonus Act, 1965.
company namely Som Distilleries & Breweries Limited (SDBL). 12. The Payment of Gratuity Act, 1972
Secretarial Audit was conducted in a manner that provided 13. The Contract Labour (Regulation & Abolition) Act, 1970
me a reasonable basis for evaluating the corporate conducts/ 14. The Maternity Benefit Act, 1961
statutory compliances and expressing my/our opinion thereon. 15. The Child Labour (Prohibition & Regulation) Act, 1986
16. The Industrial Employment (Standing Order) Act, 1946
2. Based on my verification of the Som Distilleries and Breweries 17. Workmen Compensation Act, 1923.
Odisha Private Limited’sbooks, papers, minute books, forms and 18. Sexual Harassment of Women at Workplace (Prevention,
returns filed and other records maintained by the company and Prohibition and Redressal) Act,2013
also the information provided by the Company, its officers, agents 19. Water (Prevention and Control of Pollution) Act, 1974.
and authorized representatives during the conduct of secretarial 20. Water (Prevention and Control of Pollution) Cess Act, 1977
audit, Ihereby report that, the company has, during the audit 21. Air (Prevention and Control of Pollution) Act, 1981
period covering the financial year ended on 31.03.2023,complied 22. Environment (Protection) Act, 1986.
with the statutory provisions listedhereunder and also that 23. Hazardous Wastes (Management, Handling and
the Company has proper Board processes and compliance Transboundary Movement) Rules, 2008.
mechanism in place to the extent, in the mannerand subject to 24. Companies Act, 2013 and the rules framed there under
the reporting made hereinafter. and the Secretarial Standards issued by the Institute of
Company Secretaries of India
3. 3. I have examined the books, papers, minute books, forms
andreturns filed and other records maintained by Som Distilleries I further report that
and Breweries Odisha Private Limited for the financial year ended
The Board of Directors of the Company is duly constituted. The
on 31.03.2023accordingto the applicable provisions of:
changes in the composition of the Board of Directors that took place
(i) The Companies Act, 2013 (the Act) and the rules during the period under review were carried out in compliance with
madethereunder. the provisions of the Act.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
andthe rules made thereunder. Adequate notice is given to all directors to schedule the Board
(iii) The Depositories Act, 1996 and the Regulations and Bye- Meetings and a system exists for seeking andobtaining further
lawsframed thereunder. information and clarifications on the agenda items before the meeting
(iv) Foreign Exchange Management Act, 1999 and the rules and for meaningful participation at the meeting.
andregulations made thereunder to the extent of Foreign
Majority decision is carried through while the dissenting
DirectInvestment, Overseas Direct Investment and External
members’views are captured and recorded as part of the minutes.There
CommercialBorrowings.
are adequate systems and processes in the Company commensurate
(v) The following regulations and guidelines, to the extent
with the size and operations of the Company to monitor and ensure
applicable, prescribed under the Securities and Exchange
compliance with applicable laws, rules, regulations and guidelines.
Board of India Act, 1992(‘SEBI Act’) :-
(a) The Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Place: Bhopal For M.M. Chawla and Associates
(vi) The Secretarial Standardsissued by the Institute of Date: 27.04.2023 Sd/-
Company Secretaries of India. M.M. Chawla
FCS 67, C P 716
During the period under review the company has complied PR: 1975/2022
with the provisions of the Acts, Rules, Regulations, guidelines, UDIN: F000067E000204953
Standards etc. mentioned above.

4. Departmental Heads of the company have reported compliance

with following laws applicable to the company during the
financial year 2022-23. These reports were duly taken on record
by the Board of Directors.

38 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE II
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORTING FORMAT
Som Distilleries and Breweries Limited (SDBL) was incorporated in
% of
1993. Today, with a blend of experience led wisdom and youthful Business Description
S. Description of Turnover
exuberance, SDBL operates with high standards of quality in the Activity of Business
No. Main Activity of the
Alcobrew business, driven to create value for all our stakeholders. Our Code Activity
entity
presence in multiple segments and price points of the value chain
is clearly visible, with well-integrated operations aiding in ensuring Food,
quality and cost control. Beverages
1 Manufacturing C1 100%
and tobacco
In accordance with clause (f ) of sub-regulation (2) of Regulation 34 of products
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time 15. Products/Services sold by the entity (accounting for 90% of
to time (Listing Regulations). Your Company’s Business Performance the entity’s Turnover)
and Impacts are disclosed based on the 9 Principles of the ‘National
Guidelines on Responsible Business Conduct’ ( NGRBC). % of total
S. NIC
Product/Service Turnover
SECTION A: GENERAL DISCLOSURES No. Code
contributed
I. DETAILS OF THE LISTED ENTITY 1 Manufacture of beer 11031 91
Alcoholic Beverages, Indian
1 Corporate Identity Number L74899DL1993PLC052787 2 Made Foreign Liquor, Extra 11011 9
(CIN) of the Listed Entity Neutral Alcohol
2 Name of the Listed Entity Som Distilleries and
III. OPERATIONS
Breweries Limited
3 Year of incorporation 1993 16. Number of locations where plants and/or operations/offices of
the entity are situated:
4 Registered office address 1-A, Zee Plaza, Arjun Nagar,
Safdarjung Enclave, Kamal
Cinema Road, New Delhi – Number of Number of
Location Total
110029 plants offices

5 Corporate address 23, Zone II, Maharana Pratap National 3 5 8

Nagar, Bhopal- 462011 International 0 0 0
(Madhya Pradesh) India
17. Markets served by the entity:
6 E-mail [email protected]
7 Telephone 0755-4271271, 4278827 a. Number of Locations

8 Website www.somindia.com
Locations Number
9 Financial year for which April 01, 2022 – March 31,
15 States and
reporting is being done 2023 National (No. of States)
Union territories
10 Name of the Stock (a) National Stock Exchange
International (No. of Countries) 14
Exchange(s) where shares Limited and (b) BSE Limited
are listed b. What is the contribution of exports as a percentage of the total
11 Paid-up Capital Rs. 36,88,22,865.00 turnover of the entity?-0.61%
12 Name and contact details Shri. Nakul Kam Sethi c. A brief on types of customers
(telephone, email address)
of the person who may be Executive Director SDBL Principal customers are intermediaries (such as a distributor,
contacted in case of any (011-26169909) government Corporations like Canteen Store’s Department,
queries on the BRSR report Email:([email protected]) wholesaler’s and direct retailers).
13 Reporting boundary - Are The Report presented is IV. EMPLOYEES
the disclosures under on Consolidated Basis. The
this report made on a Report is made based on the 18. Details as at the end of Financial Year:
standalone basis (i.e. data collected by the 3 SDBL
only for the entity) or owned plants and 5 offices. a. Employees and workers (including differently abled):
on a consolidated basis
(i.e. for the entity and all Male Female
S. Total
the entities which form Particulars No. % No. %
No. (A)
a part of its consolidated (B) (B/A) (C) (C/A)
financial statements, taken
together). EMPLOYEES
1. Permanent (D) 426 422 98.89 4 1.11
II. PRODUCTS/SERVICES
Other than
2. 244 244 100 0 0
14. Details of business activities (accounting for 90% of the Permanent (E)
turnover):
39
 Total employees Total differently
3. 670 666 99.23 4 0.77
(D + E) 3. abled employees Nil Nil Nil Nil Nil
(D + E)
WORKERS
WORKERS
4. Permanent (F) 50 48 96.00 2 4.00
4. Permanent (F) Nil Nil Nil Nil Nil
Other than
5. 895 575 56.44 320 43.56
Permanent (G) Other than
5. Nil Nil Nil Nil Nil
Permanent (G)
Total workers
6. 945 623 62.60 322 37.40
(F + G) Total differently
6. abled workers Nil Nil Nil Nil Nil
b. Differently abled Employees and workers: (F + G)

Male Female 19. Participation/Inclusion/Representation of women

S. Total
Particulars No. % No. % No. and percentage of
No. (A) Total
(B) (B/A) (C) (C/A) Females
(A)
DIFFERENTLY ABLED EMPLOYEES No. (B) % (B / A)
1. Permanent (D) Nil Nil Nil Nil Nil Board of Directors 6 1 16.67
Other than Key Management Personnel 4 0 0
2. Nil Nil Nil Nil Nil
Permanent (E)

20. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)

FY2020-21 (Turnover
FY 2022-23 (Turnover rate FY2021-22 (Turnover
rate in the year prior to
in current FY) rate in previous FY)
other previous FY)
Male Female Total Male Female Total Male Female Total
Permanent Employees 2.4 0 2.4 2.8 0 2.8 2.6 0 2.6
Permanent Workers 2.6 0 2.6 3.2 0 3.2 3.0 0 3.0

V. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)

21. (a) Names of holding / subsidiary / associate companies / joint ventures

Does the entity indicated

Indicate whether at column A, participate in
Name of the holding/ subsidiary/ associate % of shares held by
S. No. holding/ Subsidiary/ the Business Responsibility
companies/joint ventures (A) listed entity
Associate/ Joint Venture initiatives of the listed
entity? (Yes/No)
1 Woodpecker Distilleries & Breweries Limited Subsidiary 100% Yes

2 Som distilleries and breweries Limited Subsidiary 100% Yes

VI. CSR DETAILS

22.

(i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No):No

(ii) Turnover (in Lakhs) : 1,49,804.50

(iii) Net worth (in Lakhs): 37,536.94

VII. TRANSPARENCY AND DISCLOSURES COMPLIANCES

23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

24.

FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year

Stakeholder Grievance (If Yes, then
group from Redressal provide Number of Number of
Number of Number of
whom Mechanism web-link for complaints complaints
complaints complaints
complaint is in Place (Yes/ grievance pending Remarks pending Remarks
filed during filed during
received No) redress policy) resolution at resolution at
the year the year
close of the year close of the year
Communities Not Applicable. SDBL is a listed entity and does not have any other investor type apart from Equity.
Investors
(other than Not Applicable. SDBL is a listed entity and does not have any other investor type apart from Equity.
shareholders

40 | SDBL ANNUAL REPORT 2022-23

 https://www.
somindia.com/
Shareholders Yes 2 0 - 4 0 -
som-policies-
codes.php
https://www.
Employees
somindia.com/
and workers Yes 0 0 - 0 0 -
som-policies-
Customers
codes.php
https://www.
Value Chain somindia.com/
Yes 0 0 - 0 0 -
Partners som-policies-
codes.php

25. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present
a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial
implications, as per the following format

Financial
Indicate
implications of the
whether
Material issue Rationale for identifying the risk/ In case of risk, approach to adapt risk or opportunity
S. No. risk or
identified opportunity or mitigate (Indicate positive
opportunity
or negative
(R/O)
implications)
Our efforts have been towards
minimizing the impact of this
risk we have tried to brodbase
Our Business is depended on weather
1. Climate Change R the suppliers accros region in the Negative
conditions specially on supply side.
country. We have also invested in
digital platform to minimize this
risk.
Company ensures ethical and
integral relation with all its
stakeholders. Corpor ate Governance
necessitates professionals to raise
Governance,
their competency and capability
2. Ethics and O N.A. Positive
levels and upgrade systems and
Transparency
processes to meet the expectations
in managing the enterprise and its
resources effectively with the highest
standards of ethics.
Our company uses water,
Ground water recharging and glass
Sustainable agriculatural produce as well as
3. R bottle recycling, we operate zero Positive
Management glass bottles which have a carbon
discharge breweries.
footprint.
We have created sustainable
practices across all our breweries and
operate zero discharge breweries.
Social
4. O We employ local youth from nearby N.A. Positive
Responsibility
locations of our breweries. We
engage with local suppliers and
believe in Make in India.
We operate zero discharge
To adopt sustainable management,
breweries as well as have effective
Waste it is important to adopt efficient
5. R/O effluent treatment plant to Positive
Management and effective waste management
minimize the environmental
practices
impact.

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC
Principles and Core Elements.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a. Whether your entity’s policy/policies cover each
Yes, The Policies formulated are as per the principle and core values of NGRBCs
principle and its core elements of the NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? (Yes/No) Yes, The Policy have been reviewed and approved by the Board

41
 c. Web Link of the Policies, if available https://www.somindia.com/som-policies-codes.php
2. Whether the entity has translated the policy into Yes. Every department of SDBL has implemented the working of our policies. These
procedures. (Yes / No) are governed / monitored by the respective Departmental heads.
3. Do the enlisted policies extend to your value chain Yes. our Company’s documentation (Agreements, Contracts, Purchase Orders) with
partners? (Yes/No) our value chain partners (for both supply and services) contain compliance clauses
Value chain partners are required to comply withour Business Code of Conduct
prior to or on signing of the Agreement, understand the policies contained therein
and agree to act in accordance with the standards and principles.
4. Name of the national and international codes/
certifications/labels/ standards (e.g. Forest Stewardship
SDBL is follows the policy /practice as issued by the Ministry of Corporate affairs
Council, Fairtrade, Rainforest Alliance, Trusted) standards
under National Voluntray Guidelines,2011
(e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and
mapped to each principle.
5. Specific commitments, goals and targets set by the entity Society: Spirit of Progress is our 10-year ESG action plan to help create a more
with defined timelines, if any. inclusive and sustainable world, building on the legacy of our founders to create a
positive impact on our company, within our communities and for society. To lead
our business through the next decade, we have set ourselves 15 goals which align
with the United Nations’ Sustainable Development Goals.
6. Performance of the entity against the specific SOM sustainability agenda includes reducing carbon emissions, sourcing raw
commitments, goals and targets along-with reasons in case materials sustainably, water stewardship, packaging sustainability, and promoting
the same are not met. responsible drinking.

SDBL promotes responsible drinking and aims to replenish 100% of the water it
uses in water-stressed areas by 2024.
Governance, leadership and oversight
7. Statement by director responsible for the business
responsibility report, highlighting ESG related challenges,
Please refer to the Chairman’ s message in the Annual report page ……
targets and achievements (listed entity has flexibility
regarding the placement of this disclosure)
8. Details of the highest authority responsible for The Board of Directors of the Company is primarily responsible of trusteeship to
implementation and oversight of the Business protect and enhance shareholder value through strategic supervision. As trustees,
Responsibility policy (ies). the Board ensures that the Company has clear goals aligned to shareholder value
and its growth, and in line with its Sustainability agenda.
9. Does the entity have a specified Committee of the Board/ Yes, Corporate Social Responsibility Committee (CSR Committee) of the Board is
Director responsible for decision making on sustainability responsible for decision making on sustainability related issues.
related issues? (Yes / No). If
The CSR Committee has various responsibilities, including reviewing, overseeing
yes, provide details. and monitoring the Company’s CSR matters.

10. Details of Review of NGRBCs by the Company:

Frequency
Indicate whether review was undertaken by Director /
Subject for Review (Annually/ Half yearly/ Quarterly/ Any other – please
Committee of the Board / Any other Committee
specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
The Board of Directors while formulating the policies for
the Organisation as a whole take into consideration all the
Performance against principles laid down under NGRBC guidelines.
above policies and
follow up action Additionally, the Business Code of Conduct of the Annually
Organisation is reviewed and modified at a regular
interval.

No Violation/ Deviation has been reported.

Compliance
with statutory
requirements of The company monitors all its regulatory compliance
relevance to the requirements through Chruchgate Partner, Our Investor Annually
principles, and, Relationship Agency
rectification of any
non-compliances

11. Has the entity carried out independent assessment/ evaluation P1 P2 P3 P4 P5 P6 P7 P8 P9

of the working of its policies by an external agency? (Yes/No). If yes,
provide name of the agency. No

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9

42 | SDBL ANNUAL REPORT 2022-23

 The entity does not consider the Principles material to its business
Not Applicable
(Yes/No)
The entity is not at a stage where it is in a position to formulate and
implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources
available for the task (Yes/No) Not Applicable

It is planned to be done in the next financial year (Yes/No)

Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and
decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by every
entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level
in their quest to be socially, environmentally and ethically responsible.

PRINCIPLE 1

BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY, AND IN A MANNER THAT IS ETHICAL, TRANSPARENT AND
ACCOUNTABLE.

ESSENTIAL INDICATORS

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

%age of persons in respective

Total number of training and Topics/principles covered under
Segment category covered by the
awareness Programmes held the training and its impact
awareness programmes
SDBL has been committed itself in Spreading awareness and creating a learing environment through its
Board of Directors
familiarization program’s for its Board of Directors at regular intervals
Key Managerial Personnel SDBL has been committed itself in Spreading awareness and creating a learing environment thought its
familiarization programmess for its Board of Directors at regular intervals

SDBL during the year has conducted various awareness programs and workshop on health & safety, skill
Employees other than BOD
development programme, Information on cyber security awareness, programmes on mental and physical well
and KMPs
being.
SDBL during the year has conducted various awareness programs and workshop on health & safety, skill
Workers development programme, Information on cyber security awareness, programmes on mental and physical well
being.

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors /
KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity shall make
disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015
and as disclosed on the entity’s website):

Monetary
Has an
Name of the regulatory/
Amount Brief of the appeal been
NGRBC Principle enforcement agencies/ judicial
(In INR) Case preferred?
institutions
(Yes/No)
Penalty/ Fine
Settlement Nil
Compounding fee
Non-Monetary
Name of the regulatory/
Brief of the Has an appeal been preferred?
NGRBC Principle enforcement agencies/ judicial
Case (Yes/No)
institutions
Imprisonment
Nil
Punishment

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action
has been appealed.

Case Details Name of the regulatory/ enforcement agencies/ judicial institutions

Not Applicable

43
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the
policy.

Yes, the company Code of Conduct is the key Guiding principle with relation to governance and ethical Structure of the organization.

These policies are similar across all the entities in the Group. All stakeholders of the Company- internal as well as external are expected to work
within the framework of the aforesaid policies/principles. In the selection of its vendors and contractors, the Company ensures to identify and
deal with those who can maintain and follow ethical standards. The Company further on a regular basis endeavor to reiterate awareness and
also impart training on these values to its employees. The relevant stakeholders of the Company are also made aware of the said values from
time to time

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the
charges of bribery/ corruption

FY2022-23 FY2021-2022
Director
KMP
Nil Nil
Employee
Worker

6. Details of complaints with regard to conflict of interest:

FY2022-23 FY2021-2022
Number Remarks Number Remarks
Number of complaints received in relation to issues of
Nil Nil
Conflict of Interest of the Directors
Number of complaints received in relation to issues of
Not applicable
Conflict of Interest of the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.

None, as the case was unsubstantiated.

PRINCIPLE 2

BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE

ESSENTIAL INDICATORS

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts
of product and processes to total R&D and capex investments made by the entity, respectively.

Current Financial Year Previous Financial Year Details of improvements in environmental and social impacts
R&D - - -
Capex - - -

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)

Yes, The company has always thrived to adopted practices that are sustainable in nature.

b. If yes, what percentage of inputs were sourced sustainably?

The Company utilises its resources in an optimal and responsible manner ensuring sustainability through reduction, re-use, re-cycling and
managing waste. Continuous efforts are on to improve energy efficiency in every sphere of Company’s operations. Appropriate measures to
check and prevent pollution are undertaken. The Company seeks to improve its environmental performance by adopting cleaner production
methods, promotion of energy efficient and environmental friendly technologies. Suitable processes and systems are developed with
contingency plans and processes that help in preventing, mitigating and controlling environmental damages caused due to the Company’s
operations.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics
(including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

• Plastics (including packaging): SDBL is committed to collect and dispose off the Plastic waste so generated or Resale to approved
recyclers
• E-waste: SDBL is committed to collect and disposed off the E- waste so generated or disposing to PCBs authorized vendor for recycling
and safe disposal
• Hazardous waste: N.A.
• Other waste: Other waste such as glass, paper etc. is collected and disposed to authorized vendors

44 | SDBL ANNUAL REPORT 2022-23

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection
plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to
address the same: Yes, the waste collection plan is in line with the Extended Producer Responsibility (EPR)

PRINCIPLE 3

BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF ALL EMPLOYEES, INCLUDING THOSE IN THEIR VALUE CHAINS ESSENTIAL
INDICATORS

1. (a) Details of measures for the well-being of employees:

% of employees covered by
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Category
Total (A) Number Number Number Number Number
% (B/A) % (C/A) % (D/A) % (E/A) % (F/A)
(B) (C) (D) (E) (F)
Permanent Employees
Male 422 422 100 422 100 0 0 0 0 0 0
Female 4 4 100 4 100 0 0 0 0 0 0
Total 426 426 100 426 100 0 0 0 0 0 0
Other than Permanent Employees
Male 244 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 244 0 0 0 0 0 0 0 0 0 0

(b) Details of measures for the well-being of workers:

% of worker covered by
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Category
Total (A) Number Number Number Number Number
% (B/A) % (C/A) % (D/A) % (E/A) % (F/A)
(B) (C) (D) (E) (F)
Permanent Workers
Male 48 48 100 48 100 0 0 0 0 0 0
Female 2 2 100 2 100 0 0 0 0 0 0
Total 50 50 100 50 100 0 0 0 0 0 0
Other than Permanent Workers
Male 575 0 0 0 0 0 0 0 0 0 0
Female 320 0 0 0 0 0 0 0 0 0 0
Total 695 0 0 0 0 0 0 0 0 0 0

2. Details of retirement benefits, for Current FY and Previous Financial Year.

FY2022-23 FY2021-22
Current Financial Year Previous Financial Year

Benefits Deducted and Deducted and

No. of employees No.of workers No. of employees No. of workers
deposited with deposited with
covered as a % of covered as a % of covered as a % of covered as a % of
the authority the authority
total employees total workers total employees total workers
(Y/N/N.A.) (Y/N/N.A.)
PF 100 100 Yes 100 100 Yes
Gratuity 100 100 Yes 100 100 Yes
ESI 100 100 Yes 100 100 Yes
Others - - - - - -
– please specify

3. Accessibility of workplaces

Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Not applicable, as the company doesn’t have any differently abled employees and workers. However most the Establishments owned by the
Company are accessible to the Differently-abled employees and workers.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the
policy.

Yes, the same is accessible in the following link https://www.somindia.com/som-policies-codes.php

45
5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent employees Permanent workers

Gender Return to work rate Retention rate Return to Work rate Retention rate
Male - - - -
Female - - - -
Total - - - -

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details
of the mechanism in brief. Yes/No(If Yes, then give details of the mechanism in brief)

Yes/No
(If Yes, then give details of the mechanism in brief)
Permanent Workers The Company has established a transparent & impartial complaint resolution process with the goal of
addressing concerns as quickly as possible & in compliance with the law. There has been a Code of Conduct
Other than Permanent Workers for Workers which provides ways for assessing, investigating & reporting of complaints.
Permanent Employees For Employees, the Company has a vigil mechanism to deal with instance of fraud and mismanagement; if
any. The Vigil Mechanism ensures that strict confidentiality is maintained whilst dealing with con- cerns and
Other than Permanent Employees also that no discrimination will be meted out to any person for a genuinely raised concern.

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:

FY2022-23 (Current Financial Year) FY 2021-22 (Previous Financial Year)

Total No. of employees Total No. of Employees /
Category employees workers in respective employees/ Workers in respective % (D/C)
/ workers in category, who are part % (B/A) workers in category, who are part
respective of association(s) or respective of association(s) or
category (A) Union (B) category (C) Union (D)
Total Permanent Employees
- Male
- Female
The company doesn’t have any Worker association(s) or Unions.
Total Permanent Workers
- Male
- Female

8. Details of training given to employees and workers:

FY 2022-23 FY2021-22
Current Financial Year Previous Financial Year
Category On Health and safety On Health and safety
On Skill upgradation On Skill upgradation
Total (A) measures Total (D) measures
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employee
-Male 666 486 72.97 486 72.97 558 362 64.87 362 64.87
-Female 4 3 75.00 3 75.00 4 4 100 4 100
TOTAL 670 489 72.98 489 72.98 562 366 65.12 366 65.12
WORKER
-Male 623 451 72.39 451 72.39 497 335 67.40 335 67.40
-Female 322 247 76.71 247 76.71 260 191 73.46 191 73.46
TOTAL 945 698 73.86 698 73.86 757 526 69.48 526 69.48

9. Details of performance and career development reviews of employees and worker:

FY2022-23 FY2021-22
Category Current Financial Year Previous Financial Year
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 422 422 100 392 392 100
Female 4 4 100 4 4 100
Total 426 426 100 396 396 100
Workers

46 | SDBL ANNUAL REPORT 2022-23

 Male 48 48 100 40 40 100
Female 2 2 100 4 4 100
Total 50 50 100 44 44 100

10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such
system?

SDBL has always focused upon World Class Health and Safety Culture in all our operations by creating a Dynamic Health and Safety Environment
and Wellbeing culture through which the management supervises all the risk associated by the health and safety management system.

We comply with all health and safety laws and regulations prescribed by the Indian Government. Our occupational health and safety programs
are managed at the regional and departmental level.

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

SDBL has adopted the rigorous methods for this identification of work related risk which involves hazard identification, risk assessment and
incident investigations as a process. We continually monitor health and safety parameters and analyze them as per the standard procedures.
This allows us to not only identify but also mitigate the risk and avoid any kind of adverse situation for our employees. All the employees
are encouraged to report work-related hazards and remove them from their workplace which could cause injury or ill health. We also train
our employees regularly to identify, report unsafe conditions, near misses and investigate work-related incidents and assess the risks post
corrective actions.

c. Whether you have processes for workers to report the work related hazards and to remove themselves from such risks. (Y/N)

Yes, we have robust systems of reporting work-related hazards through various mechanisms.

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)

No.

11. Details of safety related incidents, in the following format:

FY2022-23 FY 2021-22
Safety Incident/Number Category*
Current Financial Year Previous Financial Year

Lost Time Injury Frequency Rate (LTIFR) Employees Nil Nil

(per one million-person hours worked) Workers Nil Nil
Employees Nil Nil
Total recordable work-related injuries
Workers Nil Nil
Employees Nil Nil
No. of fatalities
Workers Nil Nil

High consequence work-related injury or ill-health (excluding Employees Nil Nil

fatalities) Workers Nil Nil

*Including in the contract workforce

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.

The Company provides training to its workers in area of firefighting, provide first aid training, all drivers are certified trainer and registered
under IOC

13. Number of Complaints on the following made by employees and workers:

Financial Year 2022-23 Financial Year 2021-22

(Current Financial Year) (Previous Financial Year)
Category
Filed during Pending resolution Filed during Pending resolution
Remarks Remarks
the year at the end of year the year at the end of year
Working Conditions Nil Nil NA Nil Nil NA
Health & Safety Nil Nil NA Nil Nil NA

14. Assessments for the year

% of value chain partners (by value of business done with such partners) that were assessed
Health and safety practices 90%
Working Conditions 90%

15. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and
safety practices and working conditions of value chain partners.

SOM has been placing Various safety protocols and hierarchy of controls are in place to mitigate hazards and ensure safety of workplace and its
47
 team members Working conditions and other Furthermore, the Risk Identified are regularly Monitored and Suitable Corrective action is taken.

PRINCIPLE 4: BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TO ALL ITS STAKEHOLDERS.

ESSENTIAL INDICATORS

1. Describe the processes for identifying key stakeholder groups of the entity.

SDBL identifies its stakeholder groups through Stakeholder Engagement process. As part of the process, we look at the external trends shaping
our operating environment and how we can most effectively align our work with these trends and the sentiment of relevant stakeholders. Our
key stakeholders include customers, investors, community, employees, suppliers & policy makers.

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Channels of communication (Email, Purpose and scope of

Whether identified Frequency of
SMS, Newspaper, Pamphlets, engagement including
as Vulnerable & engagement (Annually/
Stakeholder Group Advertisement, Community key topics and concerns
Marginalized Group Half yearly/ Quarterly /
Meetings, Notice Board, Website), raised during such
(Yes/No) others – please specify)
Other engagement
Performance growth
Investors NO Investor meetings, earning calls Quarterly
prospects
Direct meetings, website through Development, customer
Customers NO Throughout the year
trade bodies and other associations feedback
Credit terms, quantity of
Suppliers NO Supplier meetings Throughout the year
supplies
Role, remuneration, work
Employees NO Direct meetings, emails, phone calls Throughout the year
culture
One-to-one meetings or
Community development,
Community NO conversations, Ongoing projects with Throughout the year
employment, CSR
small farmers, Community meetings
One-to-one meetings or
Government and Statutory Compliances,
NO conversations, Ongoing partnerships, Throughout the year
Regulatory body Licences, Tenders
Emails

PRINCIPLE 5 BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

ESSENTIAL INDICATORS

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year

Category No. of employees / No. of employees /
Total (A) % (B / A) Total (C) % (D / C)
workers covered (B) workers covered (D)
Employees
Permanent 426 287 67.37 396 299 75.51
Other permanent than 244 178 72.95 166 112 67.47
Total Employees 670 465 69.40 562 411 73.13
Workers
Permanent 50 42 84.00 44 37 84.09
Other than permanent 895 690 77.09 713 512 71.81
Total Workers 945 732 77.46 757 549 72.52

2. Details of minimum wages paid to employees and workers, in the following format:

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
Category Equal to More than Equal to More than
Total (A) Minimum Wage Minimum Wage Total (D) Minimum Wage Minimum Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent 426 0 0 426 100 396 0 0 396 100
Male 422 0 0 422 100 392 0 0 392 100
Female 4 0 0 4 100 4 0 0 4 100
Other than Permanent 244 0 0 244 100 166 0 0 166 100
Male 244 0 0 244 100 166 0 0 166 100

48 | SDBL ANNUAL REPORT 2022-23

 Female 0 - 0 0 0 0 0 0 0 0
Workers
Permanent 50 0 0 50 100 44 0 0 44 100
Male 48 0 0 48 100 40 0 0 40 100
Female 2 0 0 2 100 4 0 0 4 100
Other than Permanent 895 0 0 895 100 713 0 0 713 100
Male 575 0 0 575 100 457 0 0 457 100
Female 320 0 0 320 100 256 0 0 256 100

3. Details of remuneration/salary/wages, in the following format:

Male Female
Category Median remuneration/ salary/ Median remuneration/ salary/
Number Number
wages of respective category wages of respective category
Board of Directors (BoD) * 2 13.00 Lacs p.m. 0
Key Managerial Personnel 4 3.90 Lacs p.m. 0
Employees other than BoD and KMP 666 0.33 Lacs p.m. 4 0.34 Lacs p.m.
Permanent Workers 48 0.12 Lacs p.m. 2 0.10 Lacs p.m.

* The Board of Directors comprises remuneration paid to Key Managerial Personnel, Executive Director and Independent Directors and excludes
Non-Executive Directors

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by
the business? (Yes/No)

Yes, we have an internal committee specifically for Human Rights Impacts.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.

The Company has Internal Complaints Committee (ICC) with Ms. Anamma Bosco as (Presiding Officer), Mr. Nakul Sethi (Member), Mr. Rajesh
Dubey (Member), Ms. Madhuri Goel a member from an NGO, to oversee the matter related to human rights.

6. Number of Complaints on the following made by employees and workers

Financial Year 2022-23 Financial Year 2021-22

(Current Financial Year) (Previous Financial Year)
Category
Filed during Pending resolution Filed during Pending resolution
Remarks Remarks
the year at the end of year the year at the end of year
Sexual Harassment 0 0 0 0 0 0
Discrimination at workplace 0 0 0 0 0 0
Child Labour 0 0 0 0 0 0
Forced Labour/ Involuntary Labour 0 0 0 0 0 0
Wages 0 0 0 0 0 0
Other human rights related issues 0 0 0 0 0 0

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

The Company has Internal Complaints Committee (ICC) with Ms. Anamma Bosco as (Presiding Officer), Mr. Nakul Sethi (Member), Mr. Rajesh
Dubey (Member), Ms. Madhuri Goel a member from an NGO, in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All female employees are covered under the Policy. There was no complaint received from
any employee during the FY 2022-23 and hence no complaint is outstanding as on March 31, 2023 for redressal.

8. Do human rights requirements form part of your business agreements and contracts?(Yes/No): No

9. Assessments for the year:

% of your plants and offices that were assessed (by entity or

Category
statutory authorities or third parties)
Child labour 100
Forced/involuntary labour 100
Sexual harassment 100
Discrimination at workplace 100
Wages 100
Others – please specify -

49
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question
10 above

We have put extra emphasis during our training and awareness of labour rights, non-discrimination, harassment, and other areas pertaining to
Human Rights.

Our Code of Conduct is applicable to all employees in the Company and any violation of the Code renders the person liable for disciplinary
action. Employees can raise complaints / issues if any in accordance with our whistleblower policy.

We continue to focus on training and awareness of labour rights, non-discrimination, harassment, and other areas pertaining to Human Rights.
We also conduct annual policy refresher trainings to all employees.

PRINCIPLE 6: BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE ENVIRONMENT

ESSENTIAL INDICATOR

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

Financial Year 2022-23 Financial Year 2021-22

Parameter
(Current Financial Year) (Previous Financial Year)
Energy Consumption in Terra Joules (TJ)
Total electricity consumption (A) 64.85 33.38
Total fuel consumption (B) 70.66 46.44
Energy consumption through other sources (C) 0.37 0.54
Total energy consumption (A+B+C) 135.88 80.36
Energy Intensity
Energy intensity per crore rupee of turnover (Total energy consumption/ turnover in
90625 122407
crore rupees) (MJ/Cr)
Energy intensity for litre of Beverage packed (MJ/L) 0.99 1.38
Energy intensity for litre of spirit distilled (MJ/L) NA NA

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the
external agency. - No

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT)
Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets
have not been achieved, provide the remedial action taken, if any.

Not Applicable, as the Company does not fall in the category (as Designated Consumer) of industries mandated under PAT scheme

3. Provide details of the following disclosures related to water, in the following format:

Financial Year 2022-23 Financial Year 2021-22

Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water 174019.65 71390.20
(ii) Groundwater 304646.60 144534.00
(iii) Third party water Nil Nil
(iv) Seawater / desalinated water Nil Nil
(v) Others Nil Nil
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 478666.25 215924.20
Total volume of water consumption (in kilolitres) 435762.48 196971.98
Water intensity per crore rupees of turnover (Water consumed / turnover) (KL/ Cr) 291 300
Water intensity for Beverage packed (Litre of Water consumed per litre of Beverage
3.2 3.4
packed)
Water intensity for Spirit distilled (Litre of Water consumed per litre of Spirit distilled NA NA

Note:

1) Water details in the table above include data pertaining to 3 Plants and 5 Offices only.

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the
external agency. - No

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

All our breweries are operated with Zero Liquid Discharge facilities. Recognizing the importance of preserving this shared resource across our
breweries. We have deployed several water stewardship initiatives which help to conserve water and reduce wastewater and power circularity
in water
50 | SDBL ANNUAL REPORT 2022-23
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

FY 2022-23 FY2021-22
Parameter Please specify unit
(Current Financial Year) (Previous Financial Year)
NOx Mg/Nm3 51.80 52.66
Sox Mg/Nm3 31.43 33.92
Particular matter (PM) Mg/Nm3 195.90 183.10
Persistent organic pollutants (POP) Mg/Nm3 Nil Nil
Volatile organic Mg/Nm3 Nil Nil
compounds (VOC) Mg/Nm3 Nil Nil
Hazardous air pollutants (HAP) Mg/Nm3 Nil Nil
Others-please specify Mg/Nm3 Nil Nil

6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

FY 2022-23 FY2021-22
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2
Nil Nil
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Total Scope 2 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2
Nil Nil
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Total Scope 1 and Scope 2 emission intensity per rupee
of turnover (Total Scope 1 and Scope 2 GHG emissions / Nil Nil
Revenue from operations)
Total Scope 1 and Scope 2 emission intensity per rupee of
Nil Nil
turnover adjusted
for Purchasing Power Parity (PPP) (Total Scope 1 and Scope
2 GHG emissions / Revenue from operations adjusted for Nil Nil
PPP)
Total Scope 1 and Scope 2 emission intensity in terms of
Nil Nil
physical output
Total Scope 1 and Scope 2 emission intensity (optional ) the
Nil Nil
relevant metric may be selected by the entity
Total Scope 1 and Scope 2 emission intensity (optional ) the
Nil Nil
relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external
agency. - No.

7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

The company do not have any project relating to the reduction of emsission of Green house gases

8. Provide details related to waste management by the entity, in the following format:

FY2022-23 FY2021-22
Parameter
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) 277.09 203.02
E-waste (B) Nil Nil
Bio-medical waste (C) Nil Nil
Construction and demolition waste (D) Nil Nil
Recycle battery through Recycle battery through
Battery waste (E)
buyback policy buyback policy
Radioactive waste (F) Nil Nil
Lubricating Oil of 0.3 Lubricating Oil of 0.25
Other Hazardous waste. Please specify, if any. (G) MT disposed to an PCB MT disposed to an PCB
authorized waste oil recycler authorized waste oil recycler
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by
31463 21440
composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 31740 21643
Waste intensity per crore rupee of turnover (Total waste generated/Revenue
21.17 32.97
from operations)
51
 Waste intensity per rupee of turnover adjusted for Purchasing Power Parity
NA NA
(PPP) (Total waste generated / Revenue from operations adjusted for PPP)
Waste intensity in terms of physical output NA NA
Waste intensity (optional) – the relevant metric may be selected by the entity NA NA
For each category of waste generated, total waste recovered through recycling, re using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled 277.10 203.02
(ii) Re-used 31462.58 21439.77
(iii) Other recovery operations - -
Total 31739.68 21642.78
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration NA NA
(ii) Landfilling NA NA
(iii) Other disposal operations NA NA
Total 0.00 0.00

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the
external agency.

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to
reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

We comply with all regulations concerning the safe and responsible management of waste materials. The waste is disposed off to authorized
vendors

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves,
wetlands, biodiversity hotspots, forests coastal regulation zones etc.) where environmental approvals / clearances are required, please
specify details in the following format:

Whether the conditions of environmental approval /

S. No Location of operations/offices Type of operations clearance are being complied with? (Y/N) If no, the reasons
thereof and corrective action taken, if any
None of our operations are located near the vicinity of ecologically Sensitive area

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

EIA Whether conducted by

Name and brief details of Results communicated in
Notification Date independent external Relevant Web link
project public domain (Yes / No)
No. agency (Yes / No)
Our Group has not undertaken any project which requires Environmental impact assessment in financial year 2022-23

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control
of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide
details of all such non-compliances, in the following format:

Specify the law / regulation/ Specify the law / regulation Any fines / penalties / action taken by
Corrective action
S. No. guidelines which was not / guidelines which was not regulatory agencies such as pollution
taken, if any
complied with complied with control boards or by courts
The Company is following all the environmental regulations of the country. There have been no incidents of non-compliances related to the
environment in financial year 2022-23

PRINCIPLE 7 BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT IS
RESPONSIBLE AND TRANSPARENT

ESSENTIAL INDICATORS

1.a. Number of affiliations with trade and industry chambers/ associations:2

b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member
of/ affiliated to.

Reach of trade and industry chambers/ associations

S. No. Name of the trade and industry chambers/ associations
(State/National)
1 All India Brewers Association (AIBA) National
2 M.P. Chamber of Commerce State

52 | SDBL ANNUAL REPORT 2022-23

2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on adverse
orders from regulatory authorities

Name of authority Brief of the case Corrective action taken

Not Applicable

PRINCIPLE8 BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

ESSENTIAL INDICATORS

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.

Whether conducted by Results communicated in

Name and brief SIA Notification Date of
independent external public domain Relevant Web link
details of project No. notification
agency (Yes / No) (Yes / No)
Not Applicable

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the
following format:

Name of Project for which No. of Project Affected % of PAFs Amounts paid to PAFs in the
S. No. State District
R&R is ongoing Families (PAFs) covered by R&R FY (In INR)
Not Applicable

3. Describe the mechanisms to receive and redress grievances of the community.

In accordance with our stakeholder engagement with the communities, we have developed various platforms through which the Community
Greivances can be resolved. Our Dynamic teams allows us to resolve the grievane in an expeditious manner.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2022-23 Current Financial Year FY2021-22 Previous Financial Year

Directly sourced from MSMEs/small producers 10% 8%
Directly from within India 80% 82%

PRINCIPLE 9 BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CONSUMERS IN A RESPONSIBLE MANNER

ESSENTIAL INDICATORS

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

SDBL is focused upon Customer satisfaction therefore we have adopted a dynamic and vigilante customer complaint handling process to
receive and address consumer concerns related to our product.

Consumer can raise their concern to SDBL by calling on our Toll-free No. 1800-425-2433 or through [email protected].

Post Registration of complaint SDBL Customer care team will take further action and resolve customer concern at the earliest. The team
would ensure that sample is collected from consumer who has raised concern for investigation. Investigation result will be communicated to
consumer and concern will be addressed as per our consumer policy.

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

Particulars As a percentage of total turnover

Environmental and social parameters relevant to the product 100% of Our Product carry the information as “Consumption of alcohol
is injurious to health” to provide warning message to consumer. All our
Safe and responsible usage
goods printed with be safe don’t drink & drive.
Recycling and/or safe disposal 100% our CC Boxes used for Packaging carry the Embossed Symbol of
recyclability.

3. Number of consumer complaints in respect of the following:

FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial)
Particulars Remarks Remarks
Received Pending resolution Received Pending resolution
during year at the year end during year at the year end
Data Privacy 0 0 Not Applicable 0 0 Not Applicable
Advertising 0 0 Not Applicable 0 0 Not Applicable
Cyber Security 0 0 Not Applicable 0 0 Not Applicable
Delivery of essential services 0 0 Not Applicable 0 0 Not Applicable
Restrictive Trade Practices 0 0 Not Applicable 0 0 Not Applicable

53
 Unfair Trade Practices 0 0 Not Applicable 0 0 Not Applicable

4. Details of instances of product recalls on account of safety issues:

Particulars Number Reasons for Recall

Voluntary recalls 0 0
Forced recalls 0 0

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of
the policy.

The Risk management committee of the company headed by Shri Nakul Kam Sethi is responsible to formulate, monitor and review Cyber
Security and risk related to data Privacy.

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber
security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on
safety of products / services.

No such Incidents and hence it is not applicable.

54 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE III
ANNUAL REPORT ON CORPORATE SOCIAL
RESPONSIBILITY (CSR) ACTIVITIES
(Pursuant to section 135 of the Companies act, 2013) for the financial year 2022-23
1. A brief Outline of the Company’s CSR policy including overview of projects or programs proposed to be undertaken and a reference to the
web link to the CSR policy and projects or programs:

CSR Policy is stated herein below:

At present the CSR activities of the company are undertaken through Asha Mohan Foundation which is a registered society engaged in the
education of children at Sehatganj, District Raisen, M.P. since last more than ten years and has been established by the promoters of this
company. The CSR Committee monitors the CSR expenditure of the company through Asha Mohan Foundation to ensure that the at least 2%
of the average net profit of the company made during the immediately preceding three years is incurred and well utilized for the education and
other welfare activities of the society.

2. The Composition of CSR Committee:

a. Shri Uma Kant Samal (Non-Executive & Independent Director) - Chairperson
b. Shri Deena Nath Singh (Non-Executive & Independent Director) - Member
c. Smt. Nishi Arora (Non-Executive & Independent Director) - Member
d. Shri Nakul Kam Sethi (Whole Time Director) - Member
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the
website of the company.

- https://www.somindia.com/som-policies-codes.php

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate
Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy)
Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. Average net profit of the company as per section 135(5) for last three financial years : No Profit

7. Financial Details

a. Two percent of average net profit of the company as per section 135(5): Not Applicable

b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

c. Amount required to be set off for the financial year, if any: Nil

d. Total CSR obligation for the financial year 2022-23 (7a+7b-7c): Not Applicable

8. A. CSR amount spent or unspent for the financial year 2022-23:

(Rs. in Lakhs)
Amount unspent
Total Amount Spent Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as
for Financial Year Account as per section 135(6) per Schedule VII as per second proviso to section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
- - - - - -

B. Details of CSR amount spent against ongoing projects for the financial year 2022-23: Not Applicable

C. Details of CSR amount spent against other than ongoing projects for the financial year 2022-23:
(Rs. in Lakhs)

Item from Location of the Mode of implementation –

project Mode of Through implementing agency
Name of the list of Amount
Sr. Local area implementation
the activities in spent for CSR
No. (Yes/ No) - Direct
Project schedule VII State District the project Name registration
(Yes/No)
to the Act number
- - - - - - - - - -

D. Amount spent in Administrative Overheads: Nil

E. Amount spent on Impact Assessment, if applicable: Nil

55
 F. Total amount spent for the Financial Year (8b+8c+8d+8e): Not Applicable

G. Excess amount for set off, if any

(Rs. in Lakhs)
Sr. No. Particulars Amount
i Two percentage of average net profit of the company as per section 135(5) -
ii Total amount spent for the Financial Year -
iii Excess amount spent for the financial year [(ii)-(i)] -
iv Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any -
v Amount available for set off in succeeding financial years [(iii)-(iv)] -

9. A. Details of Unspent CSR amount for the preceding three financial years :
(Rs. in Lakhs)
Amount Amount transferred to any fund specified under Amount
Amount
transferred to Schedule-VII as per section 135(6), if any. remaining to
Preceding spent in the
Sr. No. Unspent CSR be spent in
Financial Year reporting Name of the Date of
Account under Amount succeeding
Financial Year Fund transfer
section 135(6) financial years
1 2021-22 N.A. N.A. N.A. N.A. N.A. N.A.
2 2020-21 N.A. N.A. N.A. N.A. N.A. N.A.
3 2019-20 N.A. N.A. N.A. N.A. N.A. N.A.
TOTAL N.A. N.A. N.A. N.A. N.A. N.A.

B. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the
financial year (Asset-wise details):
(Rs. in Lakhs)
Sr. No. Particulars Amount
i Date of creation or acquisition of the capital asset(s) Not Applicable
ii Amount of CSR spent for creation or acquisition of capital asset Not Applicable
iii Details of the entity or public authority or beneficiary under whose name such capital asset is registered, Not Applicable
their address etc.
iv Provide details of the capital asset(s) created or acquired (including complete address and location of the Not Applicable
capital asset).

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5) – Not Applicable:

The CSR Committee has formulated proper implementation and monitoring system which, is in compliance with CSR objectives and Policy of
the Company.

For Som Distilleries and Breweries Limited

Sd/- Sd/-
Nakul Kam Sethi Uma Kant Samal
Executive Director Chairperson, CSR Committee

56 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE IV
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules,
2014 are given below:

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:-

Name of Directors Ratio of remuneration of Director to median remuneration of Employees

Mr. Jagdish Kumar Arora 32.67
Mr. Nakul Kam Sethi 16.67
Mr. Deena Nath Singh 0.17
Ms. Nishi Arora 0.17
Mr. Satpal Kumar Arora 0.42
Mr. Uma Kant Samal 0.42

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial
year 2022-23:-

Name of Directors Designation % age increase

Mr. Nakul Kam Sethi Whole Time Director 10
Mr. Rajesh Kumar Dubey Chief Financial Officer 10
Mr. Om Prakash Singh Company Secretary 7

3. The percentage increase in the median remuneration of employees in the financial year:- 10

4. The number of permanent employees on the roll of the Company during the financial year:- 426

5. Average percentile increase in salaries of employees other than managerial personnel and its comparison with percentile increase in the
remuneration of Managerial personnel: the average salary of employees other than managerial personnel has been increased by 10% whereas,
remuneration to managerial personnels has been increased by 10%.

6. Key parameter of any variable component of remuneration availed by the director: Not Applicable.

7. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration as per the
Remuneration Policy of the Company.

57
SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE V
DETAILS OF CONSERVATION OF ENERGY, RESEARCH &
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING
(Section 134 (3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014)
1. Conservation of Energy

The company aims to reduce its dependency on fossil fuel and is therefore adopting renewable sources of energy across its establishments.

Furthermore, in order to minimize the wastage of energy the company conduct Regular checks of all electrical equipment and installations.

The company also encourages its employees and worker to Shut down all electrical machineries at appropriate time to avoid wastage of energy

SOM plans to achieve Maximum renewable energy and renewable Electricity status by replacing the usage of fossil fuels to Renewable Fuels.

2. Technology Absorption

SOM has consistently tried to adopt new technology in sustainable manner. It included replacing old outdated machinery to new and better
equipments.

Further, the Company has adopted automation wherever possible. The company encourages its Workers to use adopt to new technology and
implement the same in most efficient manner.

The company plans to adopts to import manufacturing technology in future. However, currently Company’s products manufactured by using
in-house know how.

3. Expenditure incurred on research and development :

During the financial year 2022-23, Company expenditure on research and development was Nil

4. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning and Expenditure- (in Rs. lakhs)

Foreign Exchange earned in terms of actual Earning during the year 910.27
Foreign Exchange outgo in terms of actual Expenditure during the year 2335.33

58 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CORPORATE GOVERNANCE REPORT
Corporate Governance is the system of rules, practices and processes a) Composition
through which objectives of a corporate entity are set and pursued
in the context of the social, regulatory and market environment. It The Company has a balanced board with optimum
essentially involves balancing the interests of various stakeholders, combination of Executive and Non-Executive Directors,
such as shareholders, Management, customers, suppliers, financiers, including independent professionals, which plays a
Government and the community. Fundamentals of Corporate crucial role in Board processes and provides independent
Governance includes transparency, accountability and independence. judgment on issues of strategy and performance. The
Board currently comprises Six Directors, out of which
Your Director’s present the Company’s Report on Corporate two are Executive Directors viz. Shri Jagdish Kumar Arora
Governance for FY 2022-23 in compliance with Regulation 34(3) read (Chairman) and Shri Nakul Kam Sethi. The other Four
with part C of Schedule V of Securities and Exchange Board of India Directors are Non- Executive-Independent Directors viz.
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Shri Deena Nath Singh, Shri Satpal Kumar Arora, Smt.
Nishi Arora, Shri Uma Kant Samal, and Shri Rajesh Kumar
1. THE COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE (Resigned from the Board of the Company w.e.f. 14th April,
2023)
At SOM, we consider stakeholders as partners in our journey
forward and we are committed to ensure their wellbeing, despite The Board In its meeting dated April 27, 2023 proposed the
business challenges and economic volatilities. re-appointment of the Mr. Nakul Kam Sethi, as the Whole-
Time Director of the Company for a further period of 5
As a Company with a strong sense of values and commitment,
years with effect from June 1, 2023. The shareholders have
we believe that profitability must go hand in hand with a
approved reappointment of Mr. Sethi at their meeting held
sense of responsibility towards all stakeholders. This translates
on August 8, 2023.
into the philosophy of Corporate Governance. The cardinal
principles such as independence, accountability, responsibility, b) Board Meetings
transparency, trusteeship and disclosure serve as means for
implementing the philosophy of Corporate Governance. During the FY 2022-23, Eight Meetings of the Board of
Directors were held on April 26, 2022 , July 20, 2022,
The Company is focused on enhancement of long-term value September 2, 2022, October 20, 2022, November 18,
creation for all stakeholders without compromising on integrity, 2022, December 9, 2022, January 24, 2023, and February
societal obligations, environment and regulatory compliances. 27, 2023. The necessary quorum was present for all the
meetings. The names and categories of the Directors on
2. BOARD OF DIRECTORS
the Board, their attendance at Board Meetings held during
The “Board”, being the trustee of the Company, is responsible for the year under review and at the last Annual General
the establishment of cultural, ethical and accountable growth Meeting (“AGM”), name of other listed entities in which the
of the Company, is constituted with a high level of integrated, Director is a director and the number of Directorships and
knowledgeable and committed professionals. The Board Committee Chairmanships / Memberships held by them in
provides strategic guidance and independent views to the other public limited companies as on March 31, 2023 are
Company’s senior management while discharging its fiduciary given herein below:
responsibilities.

No. of Directorship of Directorship

Companies (Including No. of Committees
F.Y. 2022-23 in other
SDBL) as on March 31, (Including SDBL)
Attendance at listed Entity
2022
Name of Director Category (Category of
Others Others Member
Member Chairman Chairman
Board Last
Public Private Directorship)
Meeting AGM
Executive Director,
Jagdish Kumar Arora 8 No 2 4 - - -
Chairperson, MD
Nakul Kam Sethi Executive Director 8 Yes 2 1 5 - -
Non-Executive -
Deena Nath Singh 2 Yes 1 2 6 2 -
Independent Director
Non-Executive -
Nishi Arora 3 Yes 1 1 5 - -
Independent Director
Non-Executive -
Satpal Kumar Arora 8 Yes 6 2 4 5 2
Independent Director
Non-Executive -
Uma Kant Samal 8 Yes 1 - - - -
Independent Director
Non-Executive -
Rajesh Kumar* 2 No - - - - -
Independent Director
*Appointed on 9th December, 2022 and Resigned from the Board of the Company w.e.f. 14th April, 2023.

59
Notes:

1. The Directorship/Committee membership is based on the disclosures received from the Directors and excludes foreign Companies. Further,
chairmanship/ membership of only Audit and Shareholder’s/Investors’ Grievance Committees are indicated.

2. None of the Directors is a Director in more than 10 public companies in terms of section 165 of the Companies Act, 2013 nor a Member of
more than 10 Committees and Chairman of more than 5 committees pursuant to Regulation 26 of SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015.

3. None of the Directors are related to each other.

Details of name of other listed entities where Directors of the Company are Directors and the category of Directorship as on 31st March, 2023
are as under:

Name of other Listed entities in which the

Name of Director Category of Directorship
concerned Director is a Director
Jagdish Kumar Arora - -
Nakul Kam Sethi - -
Deena Nath Singh - -
Nishi Arora - -
Shree Pushkar Chemicals & Fertilisers Limited Non-Executive - Independent Director
Satpal Kumar Arora
Dhampur Sugar Mills Limited Non-Executive - Independent Director
Uma Kant Samal - -

The profiles of Directors are available at the official website of the Company i.e. https://www.somindia.com/som-policies-codes.php and brief
profiles of Directors proposed to be appointed/re-appointed is appended in the Notice of Annual General Meeting.

c) Matrix setting out the Skills/Expertise/Competence of Board of Directors, pursuant to Regulation C(2)(h)(i) of Schedule V of SEBI (LODR)
Regulations, 2015, as on March 31, 2023

Jagdish Nakul Kam Deena Nath Satpal Uma Kant

Nishi Arora Rajesh Kumar
Kumar Arora Sethi Singh Kumar Arora Samal
Skills/Expertise/
Competence Non- Non- Non-
Chairman & Non-Executive Non-Executive
Required Whole Time Executive & Executive & Executive &
Managing & Independent & Independent
Director Independent Independent Independent
Director Director Director
Director Director Director
Sector Knowledge Yes Yes Yes Yes Yes Yes -
Manufacturing
Yes - - - - - -
Management
Operations
Yes Yes Yes Yes - Yes -
Management
Strategic Planning Yes Yes - Yes Yes Yes Yes
Sales & Marketing Yes - - - - - -
Financial Planning &
Yes Yes Yes - Yes - -
Analysis
Legal Knowledge Yes Yes - - Yes Yes -
Planning &
Yes Yes - - - Yes Yes
Allocation
Risk Management Yes Yes Yes - Yes - -
Digital Technology Yes Yes - - - -
Leadership
Yes Yes - - Yes Yes Yes
Development
Change
- Yes - - - -
Management
Corporate
Yes Yes Yes Yes Yes -
Governance
Investor Relations Yes Yes - - Yes -

60 | SDBL ANNUAL REPORT 2022-23

3. INDEPENDENT DIRECTORS
c. Smt. Nishi Arora Member
TThe Company has received disclosures from all the (Non-Executive & Independent Director)
Independent Directors that they fulfilled conditions specified d. Shri Nakul Kam Sethi Member
under Section 149(6) of Companies Act, 2013 and Regulation (Executive)
16(1)(b) of SEBI (LODR) Regulations, 2015 and were Independent
e. Shri Uma Kant Samal Member
of the Management. Based on the declarations received from
(Non-Executive & Independent Director)
the Independent Directors, the Board of Directors has confirmed
that they meet the criteria of independence as mentioned under The constitution meets the criteria prescribed under Section
Regulation 16(1)(b) of the SEBI Listing Regulations and that they 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
are independent of the management. (Listing Obligations & Disclosure Requirements) Regulations,
2015.
i. SEPARATE MEETING OF INDEPENDENT DIRECTORS
ii. Powers
During the year under review, the Independent Directors met on
January 24th 2023 inter alia, to: a) To investigate any activity within its terms of reference;
a. Review & assess the ethical or governance issues; b) To seek any information from any employee;
b. Review & assess the insider trading issues and c) To obtain outside legal and other professional advise;
c. To critical whistleblower incident. d) To secure the attendance of outsider(s) with relevant
expertise, if required;
All the Independent Directors were present at the meeting.
iii. Terms of reference
ii. FAMILIARISATION PROGRAMME FOR INDPENDENT DIRECTORS
• Oversight of the Company’s financial reporting process and
The Familiarization Program for Independent Directors of Som
the disclosure of its financial information to ensure that the
Distilleries and Breweries Limited has been adopted by the Board
financial statement is correct, sufficient and credible.
of Directors pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. • Recommendation for appointment, remuneration and
terms of appointment of auditors of the Company.
As per the requirement of Regulation 25(7) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the • Approval of payment to statutory auditors for any other
Company is required to familiarize the Independent Directors services rendered by the statutory auditors.
with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, • Review, with the management, the annual financial
business model of the Company, etc., through this program. statements and auditor’s report thereon before submission
to the Board for approval, with particular reference to:
The Familiarization Programme for Independent Directors and
details of Familiarization Programme imparted to Independent - Matters required to be included in the Directors’
Directors is available on the website of the Company under Responsibility Statement to be included in the
the weblink: https://www.somindia.com/pdf/sebi/SOM- Board’s report in terms of clause(c) of sub-section (3)
Familiarization-Programme-for-Independent-Directors.pdf of Section 134 of the Act;

4. COMMITTEES OF THE BOARD - Changes, if any, in accounting policies and practices

and reasons for the same;
The Company has following Committees of the Board of Directors - Major accounting entries involving estimates based
of the Company: on the exercise of judgment by management;
A. Audit Committee (AC) - Significant adjustments made in the financial
statements arising out of audit findings;
B. Nomination & Remuneration Committee (NRC)
- Compliance with listing and other legal requirements
C. Corporate Social Responsibility Committee (CSRC)
relating to financial statements;
D. Stakeholder Relationship Committee (SRC)
- Disclosure of any related party transactions;
E. Risk Management Committee (RMC)
- Modified opinion(s) in the draft audit report.
F. Executive Legal and Borrowing Committee (ELBC)
• Review, with the management, the quarterly financial
The Company Secretary acts as Secretary of all the above statements before submission to the Board for approval.
mentioned Committees. The details of Committees are indicated
below: • Review, with the management, the statement of uses /
application of funds raised through an issue (public issue,
A. AUDIT COMMITTEE rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer
i. Composition
document/ prospectus / notice and the report submitted
During the period in review the Audit Committee was by the monitoring agency monitoring the utilisation of
reconstituted on 26th day of April, 2022. The Committee was proceeds of a public or rights issue, and making appropriate
further reconstituted on April 27, 2023. Currently, the Committee recommendations to the Board to take up steps in this
comprises of one Executive Director and Four Non-Executive matter.
(Independent Directors), viz.
• Review and monitor the auditors’ independence and
performance, and effectiveness of audit process.
a. Shri Satpal Kumar Arora Chairperson
(Non-Executive & Independent Director) • Approval or any subsequent modification of transactions of
b. Shri Deena Nath Singh Member the Company with related parties.
(Non-Executive & Independent Director) • Scrutiny of inter-corporate loans and investments. Valuation
of undertakings or assets of the Company, wherever it is
necessary.
61
 • Evaluation of internal financial controls and risk is available on website of the Company at https://www.somindia.
management systems. com/som-policies-codes.php.

• Monitor the end use of funds raised through public offers iv. Meeting and Attendance during the year
and related matter.
During the F.Y. ended on March 31, 2023, Six Audit Committee
• Review, with the management, performance of statutory Meeting were held on 26 April, 2022, 20 July, 2022, August 10,
and internal auditors, adequacy of the internal control 2022, October 20, 2022, December 9, 2022 and January 24, 2023.
systems.
B. NOMINATION AND REMUNERATION COMMITTEE
• Review the adequacy of internal audit function, if any,
including the structure of the internal audit department, i. Composition
staffing and seniority of the official heading the
During the Period under Review there was no change in the
department, reporting structure coverage and frequency
Constitution of the Committee. However, the Committee was
of internal audit.
reconstituted on April 27, 2023 and Currently its comprises of
• Discuss with internal auditors of any significant findings Three Non-Executive & Independent Directors, viz.
and follow up there on.
a. Shri Uma Kant Samal Chairperson
• Review the findings of any internal investigations by the (Non-Executive & Independent Director)
internal auditors into matters where there is suspected
b. Smt. Nishi Arora Member
fraud or irregularity or a failure of internal control systems
(Non-Executive & Independent Director)
of a material nature and reporting the matter to the Board.
c. Shri Satpal Kumar Arora Member
• Discuss with statutory auditors before the audit (Non-Executive & Independent Director)
commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern. The constitution meets the requirement of the provision of
Section 178 of the Companies Act, 2013 read with Regulation
• Look into reasons for substantial defaults in the payment to 19 of SEBI (Listing Obligations & Disclosure Requirements)
the depositors, debenture holders, shareholders (in case of Regulations, 2015.
non-payment of declared dividends) and creditors.
ii. Terms of reference
• Review the functioning of the whistle blower mechanism.
• Recommend to the Board the setup and composition of
• Review the utilization of loans and/or advances from/ the Board and its committees, including the “formulation
investment by the holding company in the subsidiary of the criteria for determining qualifications, positive
exceeding Rs.100 crore or 10% of the asset size of the attributes and independence of a director.” The committee
subsidiary, whichever is lower including existing loans/ will consider periodically reviewing the composition of the
advances/ investments existing as on the date or such Board with the objective of achieving an optimum balance
other limit as may be prescribed. of size, skills, independence, knowledge, age, gender and
experience.
• Review the management discussion and analysis of
financial condition and results of operations. • Recommend to the Board the appointment or
reappointment of directors.
• Review the statement of significant related party
transactions (as defined by the Audit Committee), • Devise a policy on Board diversity.
submitted by management.
• Recommend to the Board appointment of Key Managerial
• Review the management letters/letters of internal control Personnel (“KMP” as defined by the Act) and executive team
weaknesses issued by the statutory auditors. members of the Company (as defined by this Committee).
• Review the internal audit reports relating to internal control • Carry out evaluation of every director’s performance
weaknesses. and support the Board and Independent Directors in
evaluation of the performance of the Board, its committees
• Review the appointment, removal and terms of
and individual directors. This shall include “Formulation of
remuneration of the chief internal auditor shall be subject
criteria for evaluation of Independent Directors and the
to review by the Audit Committee. Review the statement of
Board”. Additionally, the Committee may also oversee the
deviations:
performance review process of the KMP and executive
- quarterly statement of deviation(s) including report team of the Company.
of monitoring agency, if applicable, submitted to
• Recommend to the Board the Remuneration Policy for
stock exchange(s) in terms of Regulation 32(1) of SEBI
directors, executive team or Key Managerial Personnel as
Listing Regulations.
well as the rest of the employees.
- annual statement of funds utilized for purposes other
• On an annual basis, recommend to the Board the
than those stated in the offer document/prospectus/
remuneration payable to the directors and oversee
notice in terms of Regulation 32(7) of SEBI Listing
the remuneration to executive team or Key Managerial
Regulations.
Personnel of the Company.
• Review and monitor the auditor’s independence and
• Oversee familiarisation programmes for directors.
performance, and effectiveness of audit process.
• Oversee the Human Resource philosophy, Human Resource
• Examination of the financial statement and the auditors’
and People strategy and Human Resource practices
report thereon; Review the financial statements, in
including those for leadership development, rewards and
particular, the investments made by the unlisted subsidiary/
recognition, talent management and succession planning
ies.
(specifically for Board, KMP and executive team).
The Audit Committee charter with exhaustive terms of reference

62 | SDBL ANNUAL REPORT 2022-23

 • Provide guidelines for remuneration of directors on None of the Non-Executive Directors of the Company are
material subsidiaries. drawing any remuneration from the Company.

• Recommend to the Board on voting pattern for There is no separate provision for payment of severance fees
appointment and remuneration of directors on the Boards under the resolutions governing the appointment of Chairman
of its material subsidiary companies. and Whole-time Director.

The Nomination & Remuneration Committee charter with The Company has not granted stock options to the Executive
exhaustive terms of reference is available on website of the Directors or Employees of the Company.
Company at https://www.somindia.com/som-policies-codes.
php. The Executive Directors, so long as they function as such shall
not be entitled to any sitting fees for attending any meetings of
iii. Meeting and attendance during the year Board or Committees thereof.

During the FY ended on March 31, 2023, two meetings of the (Rs. in lakhs)
Committee were held on July 20, 2022 and December 9, 2022. Name of the Salary and Sitting Com-
Total
Director Allowances Fees mission
iv. Remuneration Policy for Directors
Mr. Jagdish Kumar
139.4 - - 139.4
The Remuneration Policy of the Company is directed towards Arora*
rewarding performance, based on review of achievements on
Mr. Nakul Kam Sethi 62.6 - - 62.6
periodical basis. The Remuneration Policy is in consonance with
the existing Industry norms. The tenure of office of the Managing Mr. Deena Nath
- 0.60 - 0.60
Director, and Whole Time Director is for certain period from their Singh
respective dates of appointments and can be terminated by Mr. Satpal Kumar
either party by giving proper notice in writing. - 2.40 - 2.40
Arora
The Policy on Appointment and Remuneration of Directors is Mr. Uma Kant Samal - 2.40 - 2.40
available on the website of the Company under the web link Ms. Nishi Arora - 0.90 - 0.90
https://www.somindia.com/som-policies-codes.php.
* During the period under review the remuneration of Shri JK Arora
v. Performance Evaluation was increased pursuant to shareholders approval dated August 19,
2022
Pursuant to the Companies Act, 2013 and Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Criteria of making payments to Non-Executive Directors
Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance, the Directors The Non-Executive Directors are paid sitting fee within the
individually as well as the evaluation of the working of its permissible limit as per Companies Act, 2013 and rules made
Audit, Nomination and Remuneration Committees, Corporate there under. Presently the sitting fee for Independent Director is
Social Responsibility Committee and Investor Grievances cum Rs.30,000/- each for Board meeting.
Stakeholder Relationship Committee. A structured questionnaire
Service Contract, Severance Fee and Notice Period
was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board’s Directors of the Company are ultimately appointed by the
functioning such as adequacy of the composition of the Board Shareholders upon recommendation of the Board of Directors
and its Committee, Board Culture, execution and performance of within the framework of the Companies Act, 2013 as well as
specific duties, obligations and governance. the Articles of Association of the Company and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
A separate exercise was carried out to evaluate the performance
of individual Directors including the Chairman of the Board and Resolutions passed by these two governing bodies together
who were evaluated on parameters such as level of engagement with the service rules of the Company covers the terms,
and contribution, independence of judgment, safeguard conditions and remuneration of such appointment. There is no
the interest of the Company and minority shareholders etc. service contract separately entered into by the Company with
The performance evaluation of the Chairman and the Non- the Directors. Further, the resolutions appointing these Directors
Independent Directors was carried out by the Independent do not prescribe for the payment of any separate Severance Fee
Directors. Further, the performance evaluation of the to them.
Independent Directors was carried out by the Non-Independent
Directors who also reviewed the performance of Secretarial However, the requirement of notice period is as per the service
Department. The Directors expressed their satisfaction with the rules of the Company.
evaluation process.
Shareholding of non-executive Directors in the Company
vi. Details of Remuneration of Directors (For the F.Y. ended on
As per the declarations received from the Non-Executive
March 31, 2023)
Directors, none of them hold any shares in the Company except
The remuneration of the Executive Directors is recommended by Shri Satpal Kumar Arora who hold 16225 shares in the Company.
the Nomination and Remuneration Committee based on criteria
C. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
such as industry benchmarks, the Company’s performance vis-
à-vis the industry, responsibilities shouldered, performance/ i. Composition
track record, macroeconomic review on remuneration packages
of heads of other organisations and is decided by the Board of During the Period under review there was no change in the
Directors. CSR Committee. The Committee was last reconstituted on April
27, 2023 and comprises of one Executive Director and three
The Company pays remuneration by way of salary, perquisites Independent Non- Executive Directors, viz.
and allowances (fixed component), incentive remuneration and/
or commission (variable components) to its Executive Directors
a. Shri Uma Kant Samal (Non-Executive & Chairperson
within the limits prescribed under the Companies Act, 2013 and
Independent Director)
approved by the shareholders.

63
 the Company in respect of various services being rendered
b. Smt. Nishi Arora Member
by the Registrar & Share Transfer Agent.
(Non-Executive & Independent Director)
c. Shri Nakul Kam Sethi Member • Review of the various measures and initiatives taken by
(Whole Time Director) the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/
d. Shri Deena Nath Singh Member annual reports/statutory notices by the shareholders of the
(Non-Executive & Independent Director) company.
ii. Terms of reference • Review the policies, processes and systems periodically and
• Formulate and recommend to the Board, a CSR policy recommend measures for improvements from time to time.
indicating the activities to be undertaken by the Company • Look into various aspects of interest of shareholders,
as specified in Schedule VII of the Act. debenture holders and security holders.
• Recommend the amount of expenditure to be incurred on • Such other matters as may be required to be carried out
the activities referred to above; by the Stakeholders’ Relationship Committee pursuant to
• Monitor the CSR Policy of the Company from time to time. amendments under any law, from time to time.

• Institute a transparent monitoring mechanism for The Investor Grievances & Stakeholder Relationship Committee
implementation of the CSR projects or programs or charter with exhaustive terms of reference is available on website
activities undertaken by the Company. of the Company at https://www.somindia.com/som-policies-
codes.php
• Do such other acts, deeds, things and matters as are
necessary or expedient in complying with the provisions iii. Meeting and attendance during the year
of Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014. During the F.Y. ended March 31, 2022, four meetings were held
on April 26, 2022, July 20 2022, October 20,2022 and January 24,
The Corporate Social Responsibility Committee charter with 2023.
exhaustive terms of reference is available on website of the
Company at https://www.somindia.com/som-policies-codes. Shareholders’ Complaints received
php.
During the FY 2022-23, opening balance of the complaints was
iii. Meeting and attendance during the year nil and 1 complaints was received from the shareholders, all of
which were satisfactorily attended.
During the FY ended March 31, 2023 two meetings of the
Committee were held on July 20, 2022 and January 24, 2023. Further, no valid transfer/ transmission of shares was pending as
on March 31, 2023.
D. STAKEHOLDER RELATIONSHIP COMMITTEE
E. RISK MANAGEMENT COMMITTEE
i. Composition
i. Composition
During the Period under Review there was no change in the
Constitution of the Committee. However, the Committee was During the Period under Review there was no change in the
reconstituted on April 27, 2023 and Currently its comprises of Constitution of the Committee. However, the Committee was
Three Non-Executive & Independent Directors and one Whole reconstituted on April 27, 2023 and Currently it comprises of One
Time Director, viz. Whole-Time Director and Two Non-Executive & Independent
Directors, viz.
a. Shri Satpal Kumar Arora Chairperson
(Non-Executive & Independent Director) a. Shri Nakul Kam Sethi Chairperson
(Whole Time Director)
b. Shri Deena Nath Singh Member
(Non-Executive & Independent Director) b. Smt. Nishi Arora Member
(Non-Executive & Independent Director)
c. Smt. Nishi Arora Member
(Non-Executive & Independent Director) c. Shri Deena Nath Singh Member
(Non-Executive & Independent Director)
d. Shri Nakul Kam Sethi Member
(Whole Time Director) ii. Meeting and attendance during the year
ii. Terms of reference During the F.Y. ended March 31, 2023, one meeting was held on
January 24, 2023.
• Consider and resolve the grievances of security holders of
the Company including redressal of investor complaints iii. Terms of reference
such as transfer or credit of securities, non-receipt of
dividend/notice/annual reports, transfer/transmission • Formulate, monitor and review risk management policy
of shares, issue of new/duplicate certificates, general and plan, inter-alia, covering investment of surplus funds,
meetings etc., and all other securities-holders related management of foreign exchange risks, cyber security risks.
matters.
• Approve addition/deletion of banks and other financial
• Consider and approve issue of share certificates (including intermediaries and recognised exchanges from time to
issue of renewed or duplicate share certificates), transfer time for carrying out Treasury transactions and delegate
and transmission of securities, etc. the said power to such person as may be deemed fit.

• Authorize any person to take such actions as necessary or • Carry out any other function as is referred by the Board
deemed fit by the Committee for any matter. from time to time or required under the relevant provisions
of the applicable laws, regulations and various circulars
• Review of measures taken for effective exercise of voting
issued by the regulatory authorities, from time to time
rights by shareholders.
The details of all the Committee meetings attended by the
• Review of adherence to the service standards adopted by
64 | SDBL ANNUAL REPORT 2022-23
 Directors are indicated below:
2020-21 Video confer- Tuesday, Nil
encing / other September
No. of Committee Meetings audio-visual 28th, 2021
Name of Directors attended means (VC / At 12:30 PM
AC NRC CSRC SRC RMC OAVM)
Jagdish Kumar Arora NA NA NA NA NA 2019-20 Video Tuesday, Alteration of
conferencing September Memorandum of
Nakul Kam Sethi 5 NA 2 4 1
/ other audio- 29, 2020 At Association as per
Deena Nath Singh 4 2 1 2 0 visual means 12:30 PM the provisions of the
Nishi Arora 5 0 1 3 1 (VC / OAVM) Companies Act, 2013.

Satpal Kumar Arora NA 2 NA NA NA Adoption of Articles

of Association as per
Uma Kant Samal 5 NA 2 NA NA
the provisions of the
F. NON MANDATORY COMMITTEES OF THE BOARD Companies Act, 2013.

The Company has following other Committees to speed up Approval SOM ESOP
routine matters and to comply with other statutory formalities. Scheme, 2020 as per
They meet as and when required. The Company Secretary acts as the provisions of the
Secretary of the Committees. Companies Act, 2013
and applicable SEBI
i. Executive Legal and Borrowing Committee Regulations.

a. Shri Nakul Kam Sethi Chairperson Approve sub-division

(Whole Time Director) of shares as per the
provisions of the
b. Shri Deena Nath Singh Member Companies Act, 2013
(Director) and applicable SEBI
c. Mr. Rajesh Kumar Dubey Member Regulations.
(CFO)
ii) Extra Ordinary General Meeting (EGM):
G. SENIOR MANAGEMENT:
Date, Day & Special Resolution
Particulars of Senior Management Personnels including the Year Venue
Time Passed
changes therein since the close of the previous financial year.
2022-23 Factory Tuesday, 7th To consider
Premises, March, 2023 appointment of Mr.
S. No Name of SMP Designation Change
Village at 11:30 am Rajesh Kumar as an
Chief Financial Rojrachak, Independent Director
1. Mr. Rajesh Dubey -
Officer Chiklod Road,
2. Mr. Satish Bhansali Finance - District Raisen
(Madhya
Mr. Kumar Raman Pradesh)
3. Manager Legal -
Shrivastav
2022-23 Factory 27th To continue
Mr. Om Prakash Premises, December, appointment of Mr.
4. Company Secretary -
Singh Village 2022 at Uma Kant Samal as an
5. Mr. Nitin Malviya AGM -Accounts - Rojrachak, 12:00 p.m. Independent Director
Chiklod Road, on attaining the age
Mr. Devendra Singh
6. Sales Controller - District Raisen of seventy-five years
Tomar
(Madhya Reclassification of Mr.
7. Mr. Govind Singh States Head - Pradesh) Surjeet Lal (outgoing
Mr. Shashank Promoter 1) to “Public”
8. DGM-CSD -
Sharma shareholder category
Mr. Krishna Kumar Reclassification of
9. AGM-Export -
Tiwari Ms. Sweena Arora
(outgoing Promoter 2)
Mr. Krishna Kant
10. HR Manager - to “Public” shareholder
Malviya
category
5. GENERAL BODY MEETINGS: To change the name
of the company
i) Annual General Meetings (AGM) (Location, day, date and time
of Annual General Meetings (AGMs) and Special Resolutions
passed there at):

Date, Day & Special Resolution

Year Venue
Time Passed
2021-22 Video Tuesday, Nil
conferencing 27th
/ other audio- September,
visual means 2022 at
(VC / OAVM) 12.30 p.m.

65
 prescribed by the Stock Exchanges, SEBI or other statutory
2022-23 Factory 19th August, To increase the
authorities relating to the capital markets as and when and to
Premises, 2022 at authorised share
the extent it becomes applicable to the Company. No penalties
Village 11:30 am capital and
or strictures have been imposed by them on the Company in the
Rojrachak, consequent Alteration
last three years except the following:-
Chiklod Road, in Clause v of
District Raisen memorandum of • By Stock Exchanges (BSE & NSE) for non-compliance of
(Madhya association Regulation 17 of SEBI (LODR) Regulations, 2015;
Pradesh)
To consider and • By National Stock Exchange for non-compliance of
approve issue regulation 13(3) for one day with National Stock Exchange;
of convertible
equity warrants c) As per the Whistle Blower Policy of the Company every employee
to Promoters/ of the Company has an open access to the respective Functional
Promoters group and Heads, Head- HRD, Managing Director as well as Executive
Public investors on Chairman so as to ensure ethical and fair conduct of the business
Preferential basis of the Company. Further no person has been denied access to
the Audit Committee during the FY 2022-23.
To approve increase in
Remuneration to Mr. d) During the FY 2022-23, the Company has complied with all
Jagdish Kumar Arora, the requirements of SEBI (Listing Obligations and Disclosure
Chairman & Managing Requirements) Regulations, 2015.
Director in terms
of the provisions of 7. MEANS OF COMMUNICATION
the Companies Act,
The quarterly and annual Financial Results of the Company are
2013, applicable SEBI
normally published in the leading newspapers like Business
regulations
Standard (Hindi & English). The Financial Results are also
To increase the furnished to stock exchange(s). The results are also posted on the
overall Managerial Company’s website https://www.somindia.com/som-investors-
Remuneration of section-financials.php from time to time. Further, the Company
the Directors of the also displays the official news releases and presentations made
company to the Institutional Investors and to the Analysts on its website.

To approve Material 8. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES)

Related Party
The investor complaints are processed in centralized web-based
transactions with Som
complaints redress system. The salient features of this system
Distilleries Private
are Centralized database of all complaints, online uploading of
Limited, Promoter
Action Taken Reports (ATRs) by the concerned companies and
Approval for giving online viewing by investors of actions taken on the complaints
loan or guarantee or and its current status.
providing security
9. GENERAL INFORMATION FOR SHAREHOLDERS
in connection with
loan availed by any a. Annual General Meeting
of the company’s
subsidiary(ies) or any The Annual General Meeting of the Company is scheduled to be
other person specified held Wednesday, the 27th day of September, 2023 at 12.30 p.m.
under Section 185 of through video conferencing / other audio-visual means (VC/
the companies act, OAVM).
2013
b. Financial calendar 2023-24 (tentative and subject to change)
iii) Whether Special Resolutions were put through postal ballot
last year, details of voting pattern: First Quarterly Results on or before August 14, 2023

There were no special resolution(s) passed through postal ballot Second Quarterly Results on or before November 14, 2023
process during FY 2022-23. Third Quarterly Results on or before February 14, 2024
iv) Whether any resolutions are proposed to be conducted Annual results on or before May 30, 2024
through postal ballot:
c. Date of Book Closure
No Resolution is proposed to be passed by way of Postal Ballot at
Thursday, September 21st, 2023 to Wednesday the September
the ensuing Annual General Meeting.
27th, 2023 (Both days inclusive) for the purpose of AGM.
6. DISCLOSURES
d. Dividend Payment Date, if declared
a) List of related parties and materially significant related-party
The Company decleared a dividend @ 5% on November 18, 2022
transactions have been given in Note no. 43. of Significant
on paidup equity share capital.
Accounting Policies and Notes on Financial statements. However,
there is no related party transaction which has potential conflict e. Listing on Stock Exchange
with the interests of Company at large. The Company has
formulated a policy on Related Party Transactions available on Equity Shares of the Company are listed on:
the website of the Company under the weblink https://www.
somindia.com/pdf/sebi/som-related-party-transactions-policy- i. BSE Limited (Bombay Stock Exchange) Phiroze Jeejeebhoy
26-4-22-revised.pdf. Towers, Dalal Street, Mumbai-400001

b) The Company has complied with various Rules and Regulations ii. National Stock Exchange of India Limited Exchange Plaza,

66 | SDBL ANNUAL REPORT 2022-23

 Bandra Kurla Complex, Bandra East, Mumbai-400051 Investor Education and Protection Fund (IEPF).

Annual Listing Fees for the F.Y. 2022-23 has been paid to the • The Dividend for the under noted year remaining unclaimed
above Stock Exchanges. The Company has also paid annual for 7 years will be transferred in the Investors Education and
custodian fees for F.Y. 2022-23 to National Securities Depository Protection Fund (IEPF) by the Company in accordance with
Limited (NSDL) & Central Depository Services (India) Limited the schedule given below. Once unclaimed dividend is
(CDSL). transferred to IEPF, no claim shall lie in respect thereof.

f. Equity Code:
Date of declaration of Due date for transfer
F.Y.
Dividend to IEPF
BSE LIMITED 507514
2015-16 September 30, 2016 October 30, 2023
National Stock Exchange of India Limited SDBL
2016-17 September 29, 2017 October 29, 2024
International Securities Identification INE480C01020
Number (ISIN) of Equity Shares 2017-18 September 28, 2018 October 28, 2025
2018-19 September 27, 2019 October 27, 2026
g. Market Price Data:
2019-20 Not declared N.A.
Monthly high and low market price data of Equity Shares traded 2020-21 Not declared N.A.
on Stock Exchange(s):
2022-23 November 18,2022 November 17, 2029
BSE NSE Shareholders who have not so far encashed their dividend
High Price Low Price High Low Price warrant(s) or have not received the same are requested to seek
Month
(Rs.) (Rs.) Price (Rs.) (Rs.) issue of Demand Draft by writing to the Company or to the
Registrar & Share Transfer Agent of the Company confirming
Apr-22 74.6 59.4 74.1 58.95
non-encashment/ non- receipt of dividend warrant(s).
May-22 65.55 53.85 66.25 53.9
j. Transfer of Unclaimed Shares to the Investor Education and
Jun-22 78.05 58.7 78 58.55
Protection Fund (IEPF):
Jul-22 97.5 64.55 97 64.55
As per Section 124(6) of the Act read with the IEPF Rules as
Aug-22 103.4 86.55 103.5 87.55
amended, all the Shares in respect of which dividend has
Sep-22 116.45 88.65 116.9 90.3 remained unpaid/unclaimed for seven consecutive years or
Oct-22 133.3 102.65 133.5 102.6 more are required to be transferred to IEPF Account.

Nov-22 146 105.25 145.6 105.1 The Company is in process of sending notices / reminders to the
concerned members and to publish notice regarding the same in
Dec-22 151 109.9 150.95 109.85
newspaper(s).
Jan-23 130.4 109.9 130.4 109.8
If the unclaimed shares and unclaimed dividends are not claimed
Feb-23 128.65 112.25 127.5 112.3
by the time, the Company will initiate necessary steps to transfer
Mar-23 155 114.6 155.5 114.6 the same, if required, to IEPF without further notice.

h. Performance of the Company’s Share price as compared to BSE In the event of transfer of Shares and the unclaimed dividends
Sensex and S & P CNX Nifty to IEPF, Members are entitled to claim the same from IEPF by
submitting an online application in the prescribed Form IEPF-5
i. Company’s share price as compared to BSE Sensex available on the website www.iepf.gov.in and sending a physical
copy of the same duly signed to the Company along with the
requisite documents enumerated in the Form IEPF-5. Members
can file only one consolidated claim in a financial year as per the
IEPF Rules.

k. Address for Correspondence by investors:

i. Registrar & share transfer agent

M/s Mas Services Limited is the Registrar and Transfer Agent

(RTA) of the Company in respect of the Equity shares held
in Demat and Physical mode. All work related to Shares
ii. Company’s share price as compared to Nifty
Registry, both in physical and electronic form, is handled by
the Company’s Registrar & Share Transfer Agent. Its address
is as follows:-

M/s Mas Services Limited

T-34, Okhla Industrial, Area, Phase-II, Delhi - 110020
Telephone No. 01126387281-83
E-mail: [email protected]
Website: www.masserv.com
ii. Mr. Om Prakash Singh

Company Secretary is the Compliance Officer as per

Regulation 6 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Investors’ complaint
i. Unclaimed Dividend
may also be addressed to him at the following address:
• The Company had transferred an amount of Rs.11,71,719
in respect of unclaimed dividend for the FY 2014-15 to
67
 Company Secretary, p. Dematerialisation of shares and liquidity
Som Distilleries and Breweries Limited
Corporate Office: 23, Zone II, M.P. Nagar, The shares of the Company are tradable compulsorily in demat
Bhopal, Madhya Pradesh - 462011 form and are available for trading in the depository systems
Telephone No. 0755-4271271 of both National Securities Depository Ltd. (NSDL) & Central
Email: [email protected] Depository Services (India) Ltd. (CDSL). As on March 31, 2023,
97.235% of the Company’s total share capital was held in
l. Share Transfer System dematerialized form.
M/s Mas Services Limited processes the share transfer/ The International Security Identification Number (ISIN) allotted
transmission requests received in physical form and the same are to the Company’s Equity Shares is INE480C01020. The Company’s
approved by Share/ Debenture Transfer Committee constituted shares are actively traded on both the exchanges i.e. BSE and
by Board of Directors within the statutory timeline. NSE.
SEBI has notified that, securities of listed companies can be q. Outstanding GDRs / ADRs / warrants or any Convertible
transferred only in dematerialised form. instruments, conversion date and likely impact on equity
m. Nomination Facility The Company has not issued any ADRs, GDRs or any other
Members are allowed to nominate any person to whom they convertible instruments.
desire to have the shares transmitted in the event of death. r. Commodity Price Risk/Foreign Exchange Risk and Hedging:
Members desirous of availing this facility may submit the
prescribed documents to the RTA. In the ordinary course of business, the Company is exposed
to risks resulting from exchange rate fluctuation and interest
n. Distribution of Shareholding by size as on March 31, 2023 rate movements. It manages its exposure to these risks
through derivative financial instruments. The Company’s
Range of Equity
risk management activities are subject to the management,
Shares of No.of No. of
%age %age direction and control of Treasury Team of the Company under
Nominal Value Shareholders Shares
the framework of Risk Management Policy for Currency and
in Rs.
Interest rate risk as approved by the Board of Directors of the
1 to 5000 30633 91.52 5700683 7.73 Company. The Company’s Treasury Team ensures appropriate
5001 to 10000 1238 3.70 1905427 2.58 financial risk governance framework for the Company through
appropriate policies and procedures and that financial risks
10001 to 20000 692 2.07 2011001 2.72 are identified, measured and managed in accordance with the
20001 to 30000 286 0.85 1439634 1.95 Company’s policies and risk objectives. It is the Company’s policy
that no trading in derivatives for speculative purposes may be
30001 to 40000 140 0.42 1000465 1.35
undertaken. The decision of whether and when to execute
40001 to 50000 115 0.34 1089168 1.48 derivative financial instruments along with its tenure can vary
50001 to 100000 159 0.47 2290616 3.10 from period to period depending on market conditions and
the relative costs of the instruments. The tenure is linked to the
100001 & Above 209 0.62 58327579 79.07 timing of the underlying exposure, with the connection between
Total 33472 100 73764573 100 the two being regularly monitored.
o. Shareholding Pattern as on March 31, 2023 s. Plant Locations

Shareholding of Promoter and The Company’s Plant is located at village Rojra Chak, District
Promoter Group Raisen, M.P.
Indian 24423100 33.11% t. Credit Rating (Loan Rating) : BBB +
Sub Total 24423100 33.11%
The Company has not issued any debt instruments or fixed
Public Shareholding deposit programme or any scheme or proposal involving
Institutions mobilization of funds.

Alternate Investment Funds - - u. In case the securities are suspended from trading, the directors
Foreign Portfolio Investor 813013 1.11% report shall explain the reason thereof;

Financial Institutions / Banks - - The securities of the Company are not suspended from trading.
Central Government/ State v. The Registered Office of the Company is located at:
Government(s)/ President of
India 1-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema
Non-Institutions Road, New Delhi - 110029

Individuals 10. WTD/CFO CERTIFICATION

Individual shareholders holding In terms of Regulation 17(8) of SEBI (Listing Obligations and
nominal share capital upto Rs.2 16958847 22.99% Disclosure Requirements) Regulations, 2015, Wholetime Director
Lakhs and the Chief Financial Officer of the Company have given
Individual shareholders holding compliance certificate, stating therein the matter prescribed
nominal share capital in excess 26314950 35.67% under Part B of Schedule II of the said regulations. Copy of the
of Rs.2 lakhs. Certificate is enclosed with the report.
Any Other (Specify) 5254663 7.12% In terms of Regulation 33(2)(a) of SEBI (Listing Obligations and
Sub Total 49341473 65.78% Disclosure Requirements) Regulations, 2015, the Wholetime
Director and CFO certified the quarterly financial results while
GRAND TOTAL (A)+(B) 73764573 100.00% placing the final results before the board.

68 | SDBL ANNUAL REPORT 2022-23

11. PROMOTERS AND CONTROLLING GROUP vii. Reporting of Internal Auditor

The promoters/promoter group(s) of the Company are as follows: The Internal Auditor directly reports to Audit Committee.

viii. Disclosure of commodity price risks and commodity

S. No. Name
hedging activities – as explained in Management
1 Shri Surjeet Lal* Discussion & Analysis Report
2 Shri Ajay Kumar Arora
ix. Details of utilization of funds raised through preferential
3 Shrimati Sunita Arora allotment or qualified institutions placement as specified
4 Shrimati Natasha Arora under Regulation 32 (7A) – The Company has raised
Rs.27.20 Crore through Preferential issue pursuant to
5 Shri Jagdish Kumar Arora EOGM approved on 19.08.2022. The Company has utilized
6 Shrimati Sweena Arora* the aforesaid funds for its objects i.e. towards the long term
working capital
7 Shri Deepak Arora
8 M/s Aalok Deep Finance Private Limited x. The board had accepted all recommendations made
by any committee of the board which is mandatorily
9 M/s Som Distilleries Private Limited
required, in the relevant financial year.
*Application has been filed with the Stock Exchange for the xi. As per the requirement of the Sexual Harassment of
Re-classification from the Promoter Category to Public Category Women at Workplace (Prevention, Prohibition & Redressal)
12. OTHER REQUIREMENTS UNDER SEBI (LODR) REGULATIONS, Act, 2013 and rules made thereunder, the Company has
2015 constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual
The Company has complied with all the mandatory requirements harassment. During the year under review, there were no
of SEBI (Listing Obligations and Disclosure Requirements) complaints pertaining to sexual harassment.
Regulations, 2015 entered with the Stock Exchange(s). Further,
compliance of other requirements of the said Regulation is xii. The Company has complied with all the mandatory
provided below: requirements specified in Regulations 17 to 27 and clauses
(b) to (i) of sub – regulation (2) of Regulation 46 of the SEBI
i. Non-Executive Chairman’s office: Listing Regulations. It has obtained a certificate affirming
the compliances from Practising Company Secretary and
The Chairman of the Company is an Executive Chairman the same is attached to this Report.
and hence this provision is not applicable.
xiii. Details of Demat/Unclaimed Suspense Account
All Independent Directors are appointed/ re-appointed
in accordance with guidelines determined by the Board The Company has 201 any shares in the demat suspense
from time to time. Further, all the Independent Directors of account or unclaimed suspense account.
the Company possess good qualifications and experience
which is very useful to the Company and they contribute xiv. Fees paid to Auditors
effectively to the Company in their capacity as Independent The total fees for all services paid by your Company and its
Directors of the Company. Subsidiaries to M/s AKB Jain & Co., Chartered Accountants,
ii. Nomination and Remuneration Committee: (Firm Registration No:003904C) Statutory Auditors and all
the entities in the network firm/ network entity of which
The Company has formed a Nomination and Remuneration Statutory Auditors is a part during the financial year 2022-
Committee. The details of Nomination and Remuneration 23 is Rs. 5.77 Lacs and estimated fees to be paid for the
Committee as to scope and composition are detailed out financial year 2023-24 shall be Rs. 6.34 Lacs.
earlier in this report.
13. POLICY ON SUBSIDIARY
iii. Posts of Chairman & Managing Director;
The Company has formulated a policy on Subsidiary and is
Mr. J.K. Arora is the Chairman & Managing Director. available on website of the Company at https://www.somindia.
com/som-policies-codes.php.
iv. Shareholders’ Rights:
14. AUDITOR’S REPORT ON COMPLIANCE WITH THE CONDITIONS
The Quarterly, Half-yearly and Annual financial results of OF CORPORATE GOVERNANCE AS PER PROVISIONS OF
the Company are duly published in English language in CHAPTER IV OF SECURITIES AND EXCHANGE BOARD OF INDIA
newspapers having nation- wide circulation and also in (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
regional language newspapers of the registered office REGULATIONS, 2015
of the Company. Further, these results are also posted on
the website of the Company www.somindia.com. Annual Certificate from M/s N.K. Jain & Associates, Practicing Company
Report containing the detailed Balance Sheet and Profit Secretary, confirming compliance with the conditions of
& Loss Account is also sent to every shareholder of the Corporate Governance as stipulated in 34(3) and 53(f ) read with
Company. part E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to the Directors’
v. Audit Qualifications/ remarks Report forming part of the Annual Report.
As explained in Directors’ Report. 15. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
vi. Mechanism of evaluation of non-executive Directors M/s N. K. Jain & Associates, Practicing Company Secretary, has
issued a certificate as required under the Listing Regulations,
The Board of Directors including Non-Executive Directors is
confirming that none of the directors on the Board of the
cast with the responsibility of strategic supervision of the
Company has been debarred or disqualified from being
Company. In view of the same, the Board evaluates its Non-
appointed or continuing as director of companies by the SEBI /
Executive Directors on the basis of individual contribution
Ministry of Corporate Affairs or any such statutory authority. The
towards fulfillment of this responsibility.
69
 certificate is annexed to the Directors’ Report forming part of the posted on the website of the Company i.e. https://www.
Annual Report. somindia.com/som-policies-codes.php. All Board Members,
Senior Management personnel and designated personnel have
16. WHISTLE BLOWER POLICY affirmed their compliance with the said Code of Conduct for the
FY 2022-23.
This policy is formulated to establish a vigil mechanism and to
provide an opportunity to Director(s)/employee(s) and an avenue
to raise concerns and to access in good faith the Chairman of the
Audit Committee, to the highest possible standards of ethical, For Som Distilleries and Breweries Limited
moral and legal business conduct and its commitment to open Sd/-
communication, in case they observe unethical and improper
practices, actual or suspected fraud or violation of the Code J.K. Arora
of Conduct of the Company or any other wrongful conduct in Chairman and Managing Director
the Company, to provide necessary safeguards for protection Place: Bhopal
of Director(s) or Employee(s) from reprisals or victimization Date: September 5, 2023
and to prohibit managerial personnel from taking any adverse
personnel action against those Director(s) or Employee(s).

17. COMPLIANCE OF CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all the
Board Members, Senior Management personnel and designated
personnel of the Company. The Code of Conduct has been

70 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CERTIFICATE ON CORPORATE GOVERNANCE
To,

The Members,

Som Distilleries and Breweries Limited

We have examined the compliance of conditions of Corporate Governance by Som Distilleries and Breweries Limited (“the Company”), for the purpose
of certifying of the Corporate Governance under Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
from the period April 01, 2022 to March 31, 2023. We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of certification.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit
nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied
with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Corporation nor the efficiency or effectiveness with which
the management has conducted the affairs of the Corporation.

Place: Bhopal For N.K. Jain & Associates

Dated: 25.08.2023 Company Secretaries
UDIN : F006436E000857671
NEELESH JAIN
Proprietor
FCS-6436, CP-6912
Peer Review Certificate No. 2505/2022

71
SOM DISTILLERIES & BREWERIES LIMITED
NO DISQUALIFICATION CERTIFICATE FROM
COMPANY SECRETARY IN PRACTICE
To,
The Members,
Som Distilleries and Breweries Limited

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Som Distilleries and Breweries Limited
having CIN L74899DL1993PLC052787 and having registered office at 1A, Zee Plaza, Arjun Nagar, S.J. Enclave, Kamal Cinema Road, New Delhi 110029
India (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with
Regulation 34(3) read with Schedule V Para-C Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the
portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the
Directors on the Board of the Company as stated below for the financial year ending on March 31, 2023, have been debarred or disqualified from
being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority.

Date of appointment
Sr. No. Name of Director DIN
in Company
1. Mr. Jagdish Kumar Arora 00224633 04.02.2017
2. Mr. Deena Nath Singh 00281542 30.03.2006
3. Ms. Nishi Arora 07021730 14.11.2014
4. Mr. Nakul Kam Sethi 06512548 01.06.2018
5. Mr. Satpal Kumar Arora 00061420 13.10.2018
6. Mr. Uma Kant Samal 08669929 20.04.2020
7. Mr. Rajesh Kumar* 08732528 09.12.2022

*Resigned from the Board of the Company w.e.f. 14th April, 2023

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these, based on our verification. This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Bhopal For N.K. Jain & Associates

Dated: 25.08.2023 Company Secretaries
UDIN : F006436E000857616
NEELESH JAIN
Proprietor
FCS-6436, CP-6912
Peer Review Certificate No. 2505/2022

72 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
WTD/ CFO CERTIFICATE
To,

The Board of Directors

Som Distilleries and Breweries Limited

Dear Sir,

We hereby certify the following that:

1. We have reviewed financial statements and the cash flow statement of Som Distilleries and Breweries Limited for the year ended March 31,
2023 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal
or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of
Company’s internal control systems pertaining to financial reporting. We have not come across any reportable deficiencies in the design or
operation of such internal controls.

4. We have indicated to the Auditors and the Audit Committee that:

i. There are no significant changes in internal control over financial reporting during the year;

ii. There are no significant changes in accounting policies during the year; and

iii. There are no instances of significant fraud of which we have become aware.

For Som Distilleries and Breweries Limited

Sd/- Sd/-
Nakul Kam Sethi Rajesh Kumar Dubey
Wholetime Director Chief Financial Officer
August 25, 2023
Bhopal

73
SOM DISTILLERIES & BREWERIES LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SOM DISTILLERIES & BREWERIES LIMITED
Report on the Audit of the Standalone Financial Statements the responsibilities described in the Auditor’s responsibilities for
the audit of the standalone financial statements section of our
Opinion report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
We have audited the accompanying standalone financial statements
assessment of the risks of material misstatement of the standalone
of M/s Som Distilleries & Breweries Limited, New Delhi (“the
financial statements. The results of our audit procedures, including
Company”), which comprise the Standalone Balance Sheet as at 31st
the procedures performed to address the matters below, provide the
March 2023, the Standalone Statement of Profit and Loss (including
basis for our audit opinion on the accompanying standalone financial
standalone other comprehensive Income), the Standalone Statement
statements.
of Changes in Equity and the Standalone Cash Flow Statement for the
year then ended on that date, and notes to the Standalone financial
statements, including a summary of significant accounting policies Key audit matters How our audit addressed the
and other explanatory information (herein after referred to as the key audit matter
“standalone financial statements”). Revenue from Operations
In our opinion and to the best of our information and according to (Refer Note No. 2.03 “Revenue Recognition” and Note No. 25 “Revenue
the explanations given to us, the aforesaid standalone financial from operations” of standalone financial statements)
statements give the information required by the Companies Act, Revenue from contracts with Our procedures included the
2013, as amended (“the Act”) in the manner so required and give a customers is recognized when following:
true and fair view in conformity with the Indian Accounting Standards control of the goods or services
prescribed under section 133 of the Act read with the Companies are transferred to the customer - Assessed the Company’s
(Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and at an amount that reflects the revenue recognition
other accounting principles generally accepted in India, of the state of consideration to which the accounting policy for
affairs of the Company as at March 31, 2023 and its Profit including Company expects to be entitled sale of products and
other comprehensive income, changes in equity and its cash flows for in exchange for those goods or services.
the year ended on that date. services.
- Understood, evaluated
Basis for Opinion Revenue is recognized to the and tested on sample
extent it is probable that the basis the design and
We conducted our audit of the standalone financial statements in economic benefits will flow to the operating effectiveness
accordance with the Standards on Auditing (“SA”s) as specified under Company and the revenue can of key internal controls
section 143(10) of the Companies Act, 2013 as amended (“the Act”). be reliably measured, regardless over recognition
Our responsibilities under those Standards are further described of when the payment is being and measurement of
in the “Auditor’s Responsibilities for the Audit of the Standalone received. Revenue is measured at revenue.
Financial Statements” section of our report. We are independent of the fair value of the consideration
the Company in accordance with the Code of Ethics issued by the - Performed test of details
received or receivable net of
Institute of Chartered Accountants of India together with the ethical on a sample basis and
returns, discounts and breakage,
requirements that are relevant to our audit of the financial statements inspected the underlying
and taking into account
under the provisions of the Act and the Rules thereunder, and we accounting documents
contractually defined terms of
have fulfilled our other ethical responsibilities in accordance with relating to sales accrual.
payment and excluding taxes or
these requirements and the Code of Ethics. We believe that the audit duties collected on behalf of the - Tested on a sample basis,
evidence obtained by us is sufficient and appropriate to provide a Government. sales transactions near
basis for our opinion on the standalone financial statements.
year end date.
Based on the Educational
Emphasis of Matter Material on Ind AS 115 issued - Performed analytical
by the Institute of Chartered procedures on revenue.
We draw attention to the following Notes to the accompanying
Accountants of India (“ICAI”),
Standalone financial results:
the recovery of excise duty flows - Assessed the disclosures
a) Note No. 46 regarding non availability of the necessary to the Company on its own in the standalone
information of outstanding dues to Micro Enterprises and Small account and hence is a liability financial statements
Enterprises. of the manufacturer which forms in respect of revenue
part of the cost of production, for compliance with
Our opinion is not modified in respect of these matters. irrespective of whether the disclosure requirements.
goods are sold or not. Since the
Key Audit Matters
recovery of excise duty flows to
Key audit matters are those matters that, in our professional judgment, the Company on its own account,
were of most significance in our audit of the standalone financial revenue includes excise duty.
statements for the financial year ended March 31, 2023. These matters However, sales tax/value added
were addressed in the context of our audit of the standalone financial tax (VAT), goods and services tax
statements as a whole, and in forming our opinion thereon, and we are not received by the Company
do not provide a separate opinion on these matters. For each matter on its own account and are taxes
provided below, description of how our audit has addressed the collected on value added to the
matter is provided in that context. commodity by the seller on behalf
of the government. Accordingly,
We have determined the matters described below to be the key these are excluded from revenue.
audit matters to be communicated in our report. We have fulfilled

74 | SDBL ANNUAL REPORT 2022-23

Other Information design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate
The Company’s Board of Directors is responsible for preparation of the to provide a basis for our opinion. The risk of not detecting a
other information. The other information comprises the information material misstatement resulting from fraud is higher than for
included in the Management Discussion and Analysis, Board’s Report one resulting from error, as fraud may involve collusion, forgery,
including annexures to Board’s Report, Business Responsibility Report, intentional omissions, misrepresentations, or the override of
Corporate Governance and Shareholder’s Information, but does not internal control.
include the Standalone Financial Statements and our auditor’s report
thereon. • Obtain an understanding of internal financial control relevant to
the audit in order to design audit procedures that are appropriate
Our opinion on the financial statements does not cover the other in the circumstances. Under section 143(3)(i) of the Companies
information and we do not express any form of assurance conclusion Act, 2013, we are also responsible for expressing our opinion on
thereon. whether the company has adequate internal financial controls
with reference to standalone financial statements in place and
In connection with our audit of the standalone financial statements,
the operating effectiveness of such controls.
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent • Evaluate the appropriateness of accounting policies used and the
with the financial statements or our knowledge obtained in the audit reasonableness of accounting estimates and related disclosures
or otherwise appears to be materially misstated. If, based on the work made by the management.
we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have • Conclude on the appropriateness of management’s use of the
nothing to report in this regard. going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
Responsibilities of Management and those charged with related to events or conditions that may cast significant doubt
Governance for the Standalone Financial Statements on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
The Company’s Board of Directors is responsible for the matters stated
draw attention in our auditor’s report to the related disclosures
in sub section (5) of Section 134 of the Companies Act, 2013 (“the
in the financial statements or, if such disclosures are inadequate,
Act”) with respect to the preparation of these standalone financial
to modify our opinion. Our conclusions are based on the audit
statements that give a true and fair view of the financial position,
evidence obtained up to the date of our auditor’s report.
financial performance including other comprehensive income, cash
However, future events or conditions may cause the Company to
flows and changes in equity of the Company in accordance with the
cease to continue as a going concern.
Accounting Principles generally accepted in India, including the Indian
Accounting Standards specified under section 133 of the Act, read • Evaluate the overall presentation, structure and content of the
with the Companies (Indian Accounting Standards) Rules, 2015, as standalone financial statements, including the disclosures, and
amended. This responsibility also includes maintenance of adequate whether the standalone financial statements represent the
accounting records in accordance with the provisions of the Act for underlying transactions and events in a manner that achieves
safeguarding of the assets of the Company and for preventing and fair presentation.
detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates We communicate with those charged with governance
that are reasonable and prudent; and the design, implementation regarding, among other matters, the planned scope and
and maintenance of adequate internal financial controls, that were timing of the audit and significant audit findings, including any
operating effectively for ensuring the accuracy and completeness of significant deficiencies in internal control that we identify during
the accounting records, relevant to the preparation and presentation our audit.
of the standalone financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error. We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
In preparing the standalone financial statements, management is regarding independence, and to communicate with them all
responsible for assessing the Company’s ability to continue as a going relationships and other matters that may reasonably be thought
concern, disclosing, as applicable, matters related to going concern to bear on our independence, and where applicable, related
and using the going concern basis of accounting unless management safeguards.
either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so. From the matters communicated with those charged with
governance, we determine those matters that were of most
Those Board of Directors are also responsible for overseeing the significance in the audit of the standalone financial statements
Company’s financial reporting process. for the financial year ended March 31, 2023 and are therefore
the key audit matters. We describe these matters in our auditor’s
Auditor’s Responsibilities for the Audit of the Financial Statements report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
Our objectives are to obtain reasonable assurance about whether
determine that a matter should not be communicated in our
the standalone financial statements as a whole are free from material
report because the adverse consequences of doing so would
misstatement, whether due to fraud or error, and to issue an auditor’s
reasonably be expected to outweigh the public interest benefits
report that includes our opinion. Reasonable assurance is a high
of such communication.
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement Report on Other Legal and Regulatory Requirements
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could 1. As required by the Companies (Auditor’s Report) Order, 2020
reasonably be expected to influence the economic decisions of users issued by the Central Government of India in terms of sub-
taken on the basis of these standalone financial statements. section (11) of Section 143 of the Companies Act, 2013, we
provide “Annexure-A”, a statement on the matters specified in
As part of an audit in accordance with SAs, we exercise professional paragraphs 3 and 4 of the said order.
judgment and maintain professional skepticism throughout the audit.
We also: 2. As required by section 143(3) of the Act, we report that:

• Identify and assess the risks of material misstatement of the a) We have sought and obtained all the information and
standalone financial statements, whether due to fraud or error, explanations which to the best of our knowledge and belief
75
 were necessary for the purpose of our audit. aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other
b) In our opinion proper books of account as required by law sources or kind of funds) by the Company to or in any other
have been kept by the Company so far as appears from our person or entity, including foreign entity (“Intermediaries”),
examination of those books. with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly
c) The Standalone Balance Sheet and Standalone
or indirectly lend or invest in other persons or entities
Statement of Profit and Loss (including Standalone Other
identified in any manner whatsoever by or on behalf of
Comprehensive Income), Standalone Cash Flow Statement
the Company (“Ultimate Beneficiaries”) or provide any
and Standalone Statement of Changes in Equity dealt with
guarantee, security or the like on behalf of the Ultimate
by this Report are in agreement with the books of account.
Beneficiaries;
d) In our opinion, the aforesaid standalone financial
(ii) The Management has represented, that, to the best of its
statements comply with the Accounting Standards
knowledge and belief, no funds (which are material either
specified under section 133 of the Act, read Companies
individually or in the aggregate) have been received by
(Indian Accounting Standards) Rules, 2015, as amended.
the Company from any person or entity, including foreign
e) On the basis of written representations received from the entity (“Funding Parties”), with the understanding, whether
directors as on March 31, 2023, and taken on record by the recorded in writing or otherwise, that the Company shall,
Board of Directors, none of the directors is disqualified as whether, directly or indirectly, lend or invest in other
on March 31, 2023, from being appointed as a director in persons or entities identified in any manner whatsoever by
term of sub-section (2) of section 164 of the Companies or on behalf of the Funding Party (“Ultimate Beneficiaries”)
Act, 2013. or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company with (iii) Based on the audit procedures that have been
reference to these standalone financial statements and considered reasonable and appropriate in the
the operating effectiveness of such controls, refer to our circumstances, nothing has come to our notice that has
separate Report in “Annexure B” to this report. caused us to believe that the representations under sub-
clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii)
g) According to the information and explanations given by above, contain any material misstatement.
the management and audit procedures performed by us,
the remuneration paid/provided by the company to its (e) The interim dividend declared and paid by the Company
directors is in accordance with the provisions of Section for the previous year is in accordance with the section
197 read with Schedule V of the Act. 123 of the act to the extent it applies to the payment of
dividend.
h) With respect to the other matter to be included in
the Auditor’s report in accordance with Rule 11 of the (f ) Proviso to Rule 3(1) of the Companies (Accounts) Rules,
Companies (Audit and Auditors) Rule, 2014, as amended, 2014 for maintaining books of account using accounting
in our opinion and to the best of our information and software which has a feature of recording audit trail (edit
according to explanation given to us: log) facility is applicable to the Company with effect from
April 1, 2023, and accordingly, reporting under Rule 11(g)
(a) According to the information provided by the management, of Companies (Audit and Auditors) Rules, 2014 is not
there is no pending litigation which may impact the applicable for the financial year ended March 31, 2023.
financial position of the Company. As referred in Note No.
35 and Note No. 44 of the standalone financial statements.

(b) The company does not have long term contracts including
For AKB Jain & Co.,
derivative contracts for which there are any material
Chartered Accountants
foreseeable losses.
Firm Registration No. 003904C
(c) There has been no delay in transferring amounts, required
to be transferred, to the Investor Education and Protection
Fund by the Company. Sd/-
Rahul Dewani
(d) (i) The Management has represented that, to the best of Partner
its knowledge and belief, other than as disclosed in the BHOPAL Membership No. 435066
notes to accounts to the Standalone Financial Statements, Dated: 27.04.2023 UDIN : 23435066BGUVLC8237
no funds (which are material either individually or in the

76 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE A
Referred to in Paragraph “Report on other Legal and Regulatory Requirements” of our Report on even date to the
memebers of M/s Som Distilleries & Breweries Limited

In terms of the information and explanations sought by us and given (Rs. in Lakhs)
by the Company and the books of account and records examined by
Value
us in the normal course of audit and to the best of our knowledge and Value
as per
belief, we state that: as per
Quarter Ended quarterly Discrepancy*
books of
(i)(a) (A) The company has maintained reasonable records return/
account
showing full particulars, quantitative details and situation statement
of Property, Plant & Equipment. June 30, 2022 – 4,310.46 4,491.69 -181.23
Total Inventories
(B) The Company is maintaining reasonable records
showing full particulars of intangible assets. September 30, 4,885.73 4,435.01 450.72
2022 - Total
(b) According to the information & explanations given to us by the Inventories
management, the company has a program of verification to
cover all the items of Property, Plant & Equipment in a phased *As informed to us, such were updated for book closure entries
manner. In our opinion, which is reasonable having regards to recorded post submission of returns/statements to banks.
the size of the company & nature of its assets. Pursuant to the
(iii) During the year the company has made investments and also
program, certain Property, Plant & Equipment were physically
provided loans or advances in the nature of loans and also
verified by the management during the year. According to the
provided guarantee to its wholly owned subsidiary company.
information & explanations given to us, no material discrepancies
Hence, in respect of which we provide that-
were noticed on such verification.
(a) The company has provided loans and guarantee during the year,
(c) According to the information & explanations given to us by the
the details of which are as follows –
management & on examination of the records produced before
(Rs. in Lakhs)
us, we report that the title deeds comprising all the immovable
properties of land & buildings which are freeholds, are held in Particulars Loans Guarantees
the name of the company as at balance sheet date. Aggregate amount during
(d) According to the information & explanations given to us by the year
the management, the Company has not revalued its Property, - Subsidiaries 4,150.00 2,600.00
Plant and Equipment during the year. Hence, this clause is not - Other - -
applicable. Balance outstanding as at
(e) According to the information & explanations given to us by balance sheet date
the management, no proceedings have been initiated or are - Subsidiaries 11,341.92 9,141.00
pending against the company for holding any benami property - Other - 2,136.00
under Benami Transactions (Prohibition) Act 1988 & Rules made
thereunder. (b) As per the information and explanations given to us by the
management, the investments made, guarantees provided and
(ii)(a) As per the information and explanation given to us by the loans provided during the year to its wholly owned subsidiary
management, the management has conducted physical were not prejudicial to the company’s interest.
verification of inventory at reasonable intervals during the
year. In our opinion, the frequency of verification, coverage (c) As per the information and explanations given to us by the
and procedure of such verification is appropriate. Moreover, as management, in respect of loans provided by the company to
informed to us, no material discrepancies were observed on such its wholly owned subsidiary during the year, the schedule of
physical verification. repayment of principal and interest has not been stipulated.
Thereby, we are unable to make specific comment upon the
(b) As per the information and explanation given to us by the regularity of repayments or receipts.
management, the Company has working capital limit in excess
of five crore rupees during the year, in aggregate, from banks or (d) As per the information and explanations given to us by the
financial institutions on the basis of security of current assets. management, in respect of the above loan, as the specific
schedule of repayment of principal and interest has not been
Copies of quarterly statements & returns, furnished to banks stipulated. Thereby, we are unable to make specific comment
have been made available for our verification which have been upon the total overdue amount for more than ninety days.
verified by us on the random sampling basis & found the same
in agreement with the books of accounts. Except the instances (e) As per the information and explanation given to us by the
as mentioned below (referred in Note No. 20 of the standalone management, no loan granted were fallen due during the year,
financial statements)– that have been renewed or extended or fresh loans granted to
settle the overdue of existing loans or advances given to the
same parties.

(f ) As per the information and explanation given to us by the

management, the company has granted loans either repayable
on demand or without specifying any terms or period of
repayment, to following parties as defined in clause (76) of
section 2 of the companies act, 2013 during the year-

77
 (Rs. in Lakhs)
Income
AY- CIT
Particulars Related Parties Tax Act, Income tax 938.15
2014-15 (Appeals)
1961
Aggregate of loan to wholly owned
subsidiary during the year Income
AY- CIT
Tax Act, Income tax 38.15
- Repayable on demand 2015-16 (Appeals)
- 1961
- Agreement does not specify any terms or
period of repayment 4,150.00 Income
AY- CIT
Tax Act, Income tax 24.75
Percentage of loans to the total loans during 2016-17 (Appeals)
1961
the year 100%
Income
AY- CIT
(iv) In our opinion, & according to information & explanation given to Tax Act, Income tax 780.25
2017-18 (Appeals)
us, the company has not given any loan or guarantee or has not 1961
made any investments during the year as covered under section Income
185 of the act. In our opinion and according to the information AY- CIT
Tax Act, Income tax 25.60
and explanations given to us, provisions of Section 186 of the 2018-19 (Appeals)
1961
Act in respect of loans or advances in the nature of loans given,
investments made or guarantees and securities given have been Income
AY- CIT
complied with by the Company to the extent applicable to it. Tax Act, Income tax 227.83
2019-20 (Appeals)
1961
However, interest has not been charged during the year on said
loans. Income
AY- CIT
Tax Act, Income tax 168.00
(v) As per the information and explanation given to us by the 2020-21 (Appeals)
1961
management and relevant records, the company has not
accepted any deposits or amount which are deemed to be (viii) As per the information and explanation given to us by the
deposits, which are in contravention to the directives issued by management and relevant records, there was no transaction
the Reserve Bank of India and the provisions of sections 73 to found unrecorded in the books of accounts of the company
76 or any other relevant provisions of the companies Act and which have been surrendered or disclosed as income during the
the rules framed there under. Further, no order has been passed year in the tax assessment under the Income Tax Act 1961.
by Company law Board or National Company Law Tribunal or
Reserve Bank of India or any Court or any other Tribunal. (ix) (a) Based on our audit procedures and on the information,
explanations and representation given by the management,
(vi) To the best of our knowledge and as explained, the Central we are of the opinion that the Company has not defaulted in
Government has not specified maintenance of cost records repayment of loans or other borrowings or in the payment of
under sub-section (1) of section 148 of the Companies Act, interest thereon to any lender.
2013in respect of the activities carried on by the Company.
(b) According to the information and explanations given to
(vii) (a) According to the records of the Company, the Company is us and on the basis of our audit procedure, we report that the
regular in depositing undisputed statutory dues including Goods company has not been declared willful defaulter by any bank or
and Services Tax, Provident Fund, Employee’s State Insurance, financial institution or other lender.
Income-tax, Goods and Service Tax, Cess and other statutory
dues with the appropriate authorities. (c) Based on our audit procedures and on the information and
explanations given by the management, the Company have not
(b) As per the information and explanation given to us, no disputed taken any new term loan during the year.
amounts payable in respect of Provident Fund, Employee’s State
Insurance, Income-tax, Goods and Service Tax, Cess and other (d) According to the information and explanation given
statutory dues were outstanding, at the year end. However, as to us, and the procedures performed by us, and on an overall
per the information and explanation provided to us, there are examination of the financial statements of the company, we
following pending statutory dispute – report that no fund raised on short-term basis, which have been
used for long-term purposed by the company.
Amount Period (e) The company has not taken any funds from any entity or
of to which Forum where person on account of or to meet the obligations of its subsidiaries,
Name of Nature of
Demand the dispute is associates or joint venture.
Statute dues
(Rs. in amount pending
Lakhs) relates (f ) The company has not raised loans during the year on the
pledge of securities held in its subsidiaries, joint ventures or
MP Entry
FY- MP High Court, associate companies.
Tax Act, Entry Tax 37.42
2007-08 Jabalpur
1976 (x) (a) In our opinion and according to the information and
MP Entry Appeal Board explanations given to us, the company has not raised money by
FY- way of initial public offer or further public offer during the year.
Tax Act, Entry Tax 13.95 Commercial
2012-13 Hence, this clause is not applicable.
1976 Tax, Bhopal
MP Entry Additional (b) The company has made preferential allotment of shares
FY-
Tax Act, Entry Tax 9.33 Commissioner warrant during the year which were converted into equity share
2016-17
1976 Appeal, Bhopal during the year. As per the information available with us, it is
Income provided that the requirement of section 42 and section 62 of
AY- CIT the companies act, 2013 have been complied with and the fund
Tax Act, Income tax 23.54
2012-13 (Appeals) raised have been utilized for the purpose it was raised.
1961
Income (xi) (a) During the course of our examination of the books
AY- CIT
Tax Act, Income tax 53.48 and records of the company carried out in accordance with
2013-14 (Appeals)
1961 generally accepted auditing practices in India and according the
information and explanation given to us, we have neither come

78 | SDBL ANNUAL REPORT 2022-23

 across any instance of fraud on or by the company, noticed or investment company (CIC).
reported during the year, nor we have been informed of such
case by the management. (xvii) The company has not incurred cash loss during the year.
However, the Company has incurred cash losses of Rs. 184.85
(b) To the best of our knowledge and information with us there is Lakhs of cash loss in immediately preceding Financial Year.
no instance of fraud reportable under sub-section (12) of section
143 of the Companies Act has been filed by the auditors in Form (xviii)There has been no resignation of the statutory auditors during
ADT-4 as prescribed under rule 13 of Companies (Audit and the year and accordingly reporting under this clause is not
Auditors) Rules, 2014 with the Central Government. applicable.

(c) As per information and explanation given by the management (xix) According to the information and explanations given to us by
there were no whistle blower complaints received by the management and on the basis of the financial ratios, ageing and
company during the year. expected dates of realization of financial assets and payments
of financial liabilities, other information accompanying the
(xii) In our opinion and according to the information and explanations financial statement our knowledge of the board of directors
given to us, the company is not a Nidhi Company as defined and management plans and based on our examination of the
under section 406 of the Companies Act, 2013. Accordingly, this evidence supporting the assumptions, nothing has come to
clause including sub clauses are not applicable. our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that
(xiii) According to the information and explanation, all transactions company is not capable of meeting its liabilities existing at the
with the related parties are in compliance with sections 177 date of balance sheet as and when they fall due within a period
and 188 of Companies Act, 2013 where ever applicable and the of one year from the balance sheet date.
details have been disclosed in the financial statements etc. as
required by the applicable accounting standards. We, however, state that this is not an assurance as to the future
viability of the company and we further state that our reporting
(xiv) (a) In our opinion and based on our examination, the company is based upon the facts up to the date of the audit report and we
has an internal audit system commensurate with the size and neither give any guarantee nor any assurance that all liabilities
nature of its business. falling due within a period of one year from the balance sheet
date, will get discharged by the company as and when they fall
(b) We have considered internal audit reports of the company issued
due.
till date, for the period under audit.
(xx) The company does not fall within the limits specified under
(xv) According to the information and explanation given to us,
section 135 of Companies Act, 2013. Hence, this clause including
during the year the company has not entered into any non-cash
sub clause is not applicable.
transactions with its directors or persons connected with them.
Hence, provisions of section 192 of the Companies Act, 2013 (xxi) The reporting under this report is for standalone financial
have not applicable to the company. statement of the company. Hence this clause is not applicable.
(xvi) (a) The company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934.
For AKB Jain & Co.,
(b) According to the information and explanation given to us the Chartered Accountants
company has not conducted non-banking financial or housing Firm Registration No. 003904C
finance activities.

(c) The Company is not a Core Investment Company, as defined in Sd/-

the regulations made by the Reserve Bank of India. Hence this Rahul Dewani
clause is not applicable. Partner
BHOPAL Membership No. 435066
(d) This clause is not applicable to the company as it is not Core
Dated: 27.04.2023 UDIN : 23435066BGUVLC8237

79
SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE B
REFERED IN OUR REPORT OF EVEN DATE
Report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013
(“the Act”)
(Referred to in Para 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of even date)
In conjunction with our audit of the standalone financial statements (1) Pertain to the maintenance of records that, in reasonable detail,
of M/s Som Distilleries & Breweries Limited (“the Company”) as of accurately and fairly reflect the transactions and dispositions of
and for the year ended March 31, 2023, we have audited the internal the assets of the company;
financial controls over financial reporting of the company.
(2) Provide reasonable assurance that transactions are recorded
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL as necessary to permit preparation of financial statements in
CONTROLS accordance with generally accepted accounting principles and
that receipts and expenditures of the company are being made
The Company’s management is responsible for establishing and
only in accordance with authorizations of management and
maintaining internal financial controls based on the internal control
directors of the company; and
over the financial reporting criteria established by the Company
considering the essential components of internal controls stated (3) Provide reasonable assurance regarding prevention or timely
in the Guidance Note on Audit of Internal Financial Controls over detection of unauthorized acquisition, use, or disposition of
Financial Reporting issued by the ICAI. These responsibilities include the company’s assets that could have a material effect on the
the design, implementation and maintenance of adequate internal financial statements.
financial controls that were operating effectively for ensuring the
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER
orderly and efficient conduct of its business, including adherence
FINANCIAL REPORTING
to the respective companies policies, safeguarding the assets of the
company, the prevention and detection of frauds and errors, the Because of the inherent limitations of internal financial controls over
accuracy and completeness of the accounting records and timely financial reporting, including the possibility of collusion or improper
preparation of reliable financial information’s, as required under the management override of controls, material misstatements due to
Act. error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to
Auditor’s Responsibility
future periods are subject to the risk that the internal financial control
Our responsibility is to express an opinion on the Company’s internal over financial reporting may become inadequate because of changes
financial controls over financial reporting based on our audit. We in conditions, or that the degree of compliance with the policies or
conducted our audit in accordance with the Guidance Note and the procedures may deteriorate.
Standards on Auditing as specified under section 143(10) of the Act,
OPINION
to the extent applicable to an audit of internal financial controls, both
issued by the ICAI. Those Standards and the Guidance Note require In our opinion, the Company has, maintained in all material respects,
that we comply with ethical requirements and plan and perform an adequate internal financial controls system over financial reporting
the audit to obtain reasonable assurance about whether adequate and such internal financial controls over financial reporting were
internal financial controls with reference to these standalone financial operating effectively as at March 31, 2023, based on the internal
statements was established and maintained and if such controls control over financial reporting criteria established by the Company
operated effectively in all material respects. considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial
Our audit involves performing procedures to obtain audit evidence
Reporting issued by the ICAI.
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining For AKB Jain & Co.,
an understanding of internal financial controls over financial reporting, Chartered Accountants
assessing the risk that a material weakness exists, and testing and Firm Registration No. 003904C
evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material Sd/-
misstatement of the financial statements, whether due to fraud or Rahul Dewani
error. Partner
We believe that the audit evidence we have obtained is sufficient and BHOPAL Membership No. 435066
appropriate to provide a basis for our audit opinion on the internal Dated: 27.04.2023 UDIN : 23435066BGUVLC8237
financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL
REPORTING
A Company’s internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.
A Company’s internal financial control over financial reporting
includes those policies and procedures that:

80 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
STANDALONE BALANCE SHEET
AS AT 31ST MARCH 2023 (Rs. in Lakhs)

PARTICULARS NOTE AS AT 31.03.2023 AS AT 31.03.2022

ASSETS

(1) Non-current Assets

(a) Property, plant and equipment 3 19,061.80 19,770.39

(b) Capital work-in-progress 3 4,404.59 -

(c) Other intangible assets 4 38.51 61.87

(d) Financial assetsv

(i) Investments 5 8,600.01 7,601.00

(ii) Loans 6 11,341.92 7,191.92

(iii) Other financial assets 7 1,310.20 1,383.69

(e) Other non-current assets 8 503.29 791.45

Total non-current assets 45,260.32 36,800.32

(2) Current Assets

(a) Inventories 9 7,981.29 4,470.55

(b) Financial assets

(i) Trade receivables 10 8,233.06 6,155.99

(ii) Cash and cash equivalents 11 694.21 643.00

(iii) Other bank balances 12 60.14 63.45

(c) Current tax assets 13 156.62 146.18

(d) Other current assets 14 6,518.41 3,527.36

Total Current Assets 23,643.73 15,006.53

Total Assets 68,904.05 51,806.85

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 15 3,688.23 3,499.34

(b) Other Equity 16 32,644.63 27,585.98

Total Equity 36,332.86 31,085.32

Liabilities

(1) Non-current Liabilities

(a) Financial Liabilities

(i)Borrowings 17 9,231.52 7,179.39

(ii) Other 18 2,940.53 297.36

(b) Deferred Tax Liabilities 19 1,359.33 304.13

Total non current liabilities 13,531.38 7,780.88

81
 PARTICULARS NOTE AS AT 31.03.2023 AS AT 31.03.2022

(2) Current Liabilities

(a) Financial Liabilities

(i) Borrowings 20 4,522.73 4,368.35

(ii) Trade Payables 21 6,408.06 2,510.60

(iii) Other Financial Liabilities 22 1,660.27 5,431.18

(b) Other Current Liabilities 23 6,402.36 594.04

(c) Provisions 24 46.39 36.48

Total Current Liabilities 19,039.81 12,940.65

Total equity and liabilities 68,904.05 51,806.85

The accompanying notes form an integral part of the standalone financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co., Chartered Accountants
For and on Behalf of the Board
Firm Registration No. 003904C
Sd/- Sd/- Sd/-
Rahul Dewani J.K. Arora Nakul K Sethi
Partner (Chairman & Managing Director) (Director)
Membership No. 435066 DIN - 00224633 DIN - 06512548
BHOPAL, Dated: 27.04.2023
UDIN : 23435066BGUVLC8237 Sd/- Sd/-
Rajesh Dubey Om Prakash
(Chief Financial Officer) (Company Secretary)

82 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
STATEMENT OF STANDALONE PROFIT & LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
PARTICULARS NOTE YEAR ENDED 31.03.2023 YEAR ENDED 31.03.2022
I. Revenue from operations 25 57,242.44 25,932.49
II. Other Income 26 91.06 17.35
III. Total Revenue 57,333.50 25,949.84
Expenses:
Cost of materials consumed 27 30,256.14 13,383.65
Purchase of stock-in-trade 28 - 137.36
Changes in inventories of finished goods, stock-in-trade and work-
29
in-progress (1,036.56) (848.95)
Excise duties 8,985.90 4,632.50
Employees remuneration & benefits 30 1,339.85 1,145.55
Finance costs 31 908.69 940.28
Depreciation & amortisations 32 901.37 898.30
Other expenses 33 12,220.97 6,761.74
IV Total expenses 53,576.36 27,050.43
V Profit Before Tax (III - IV) 3,757.14 (1,100.59)
VI Tax Expenses
Current tax 656.50 -
Mat credit entitlement (656.50) -
Previous year taxes - 307.85
Deferred tax 1,053.43 (311.21)
Total tax 1,053.43 (3.36)
VII Profit/(Loss) for the year after tax 2,703.71 (1,097.23)
Other Comprehensive Income (OCI)
Items that will not be reclassified to profit or (loss) 6.80 19.03
lncome tax on above (1.77) (4.95)
5.03 14.08
Total Comprehensive Income for the year 2,708.74 (1,083.15)
VIII Earnings per equity share of face value of Rs.5/- each 34
(1) Basic 3.80 (1.62)
(2) Diluted 3.77 (1.62)
Significant Accounting Policies [2]

The accompanying notes form an integral part of the standalone financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN : 23435066BGUVLC8237 (Chief Financial Officer) (Company Secretary)

83
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
STANDALONE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
PARTICULARS YEAR ENDED 31 MARCH, 2023 YEAR ENDED 31 MARCH, 2022
A. Cash flow from operating activities:

Net profit/ (loss) before tax 3,757.14 (1,100.59)

Adjustment for:

Depreciation & amortisations 901.37 898.30

Interest expense 908.69 940.28

Profit on sale of fixed assets - (0.73)

Loss on sale of fixed assets - 50.82

Operating profit before working capital changes 5,567.20 788.08

Movements in working capital:

Decrease/(increase) in inventories (3,510.73) (424.07)

Decrease/(increase) in trade receivables (2,077.07) 2,132.39

Decrease/(increase) in short term loans - 2,354.32

Decrease/(increase) in other current assets (3,172.26) (46.43)

Decrease/(increase) in current tax assets (net) (10.44) 345.46

Increase/(decrease) in trade payables 3,897.46 (2,799.84)

Increase/(decrease) in other current financial liabilities (3,586.39) (1,756.02)

Increase/(decrease) in other current liabilities 5,815.12 156.11

Increase/(decrease) in short term provisions 9.91 (29.97)

Cash generated from operating activity before taxes 2,932.80 720.03

Direct tax paid - (307.85)

Net cash flow from operating activities 2,932.80 412.18

B. Cash flow from investing activities:

Purchase of property, plant and equipment (4,574.01) (143.43)

Proceeds from sale of property, plant and equipment - 14.46

Decrease/(increase) in investment (999.01) -

Decrease/(increase) in long term loans (4,150.00) -

Decrease/(increase) in non current assets 288.16 52.41

Decrease/(increase) in long term financial assets 73.49 50.75

Net cash flow from investing activities (9,361.37) (25.81)

84 | SDBL ANNUAL REPORT 2022-23

 C. Cash flow from financing activities:

Borrowings (net) 2,206.52 (1,255.66)

Increase/(decrease) in other long term liabilities 2,643.17 4.20

Proceeds from right shares issue - 1,749.67

Proceeds from preferential equity issue 2,720.00 -

Interest paid (908.69) (940.28)

Dividend paid (184.53) (10.88)

Dividend distribution tax - (62.64)

Net cash flow from financing activities 6,476.47 (515.59)

Net increase/(decrease) in cash and cash equivalents 47.90 (129.22)

Cash and cash equivalents at the beginning of the year 706.45 835.67

Cash and cash equivalents at the end of the year 754.35 706.45

Components of cash and cash equivalents

Cash in hand 43.06 12.18

With Banks - in current account 120.78 210.92

With Banks - in deposit account 530.37 419.90

Other bank balances 60.14 63.45

Total Cash and cash equivalents 754.35 706.45

The accompanying notes are on Integral Part of the standalone Ind AS Financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co., Chartered Accountants
For and on Behalf of the Board
Firm Registration No. 003904C
Sd/- Sd/-
Sd/-
J.K. Arora Nakul K Sethi
Rahul Dewani (Partner)
(Chairman & Managing Director) (Director)
Membership No. 435066
DIN - 00224633 DIN - 06512548
BHOPAL, Dated: 27.04.2023
UDIN : 23435066BGUVLC8237 Sd/- Sd/-
Rajesh Dubey Om Prakash
(Chief Financial Officer) (Company Secretary)

85
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
STANDALONE STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST MARCH 2023
A. EQUITY SHARE CAPITAL (Rs. in Lakhs)

Particulars “As at March 31, 2023” “As at March 31, 2022”

Balance at begning of the year 3,499.34 3,249.39
Changes in equity share capital 188.89 249.95
Balance at end of the year 3,688.23 3,499.34

B. OTHER EQUITY
(Rs. in Lakhs)
Reserves and Surplus Other
comprehensive
income
Particulars Capital Securities Retained Total
Actuarial gain /
Reserve Premium Earnings (loss)on employee
ben efit plans
through OCI
Balance as at April 1, 2021 39.30 14,223.99 12,909.09 (2.96) 27,169.42
Premium on issue of equity shares - 1,499.71 - - 1,499.71
Profit / (loss) during the year - - (1,097.23) - (1,097.23)
Re-measurment of defined benefit plant - - - 14.08 14.08
Balance as at March 31, 2022 39.30 15,723.70 11,811.86 11.12 27,585.98

Balance as at April 1, 2022 39.30 15,723.70 11,811.86 11.12 27,585.98

Premium on issue of equity shares - 2,531.12 - - 2,531.12
Profit / (loss) during the year - - 2,703.71 - 2,703.71
Re-measurment of defined benefit plant - - - 5.03 5.03
Dividends - - (181.21) - (181.21)
Balance as at March 31, 2023 39.30 18,254.82 14,334.36 16.15 32,644.63

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN: 23435066BGUVLC8237 (Chief Financial Officer) (Company Secretary)

86 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
1. COMPANY INFORMATION hence is a liability of the manufacturer which forms part of the
cost of production, irrespective of whether the goods are sold or
SOM Distilleries & Breweries Limited is a public company not. Since the recovery of excise duty flows to the Company on its
domiciled in India and incorporated under the provisions own account, revenue includes excise duty. However, sales tax/
of Companies Act, 1956. Its shares are listed on the National value added tax (VAT), goods and services tax are not received
Stock Exchange and Bombay Stock Exchange. The Company is by the Company on its own account and are taxes collected on
engaged in the manufacture and sale of Beer and Indian Made value added to the commodity by the seller on behalf of the
Foreign Liquor (IMFL). The Company is a market leader in Beer government. Accordingly, these are excluded from revenue.
in the State of Madhya Pradesh. The Company caters to both
domestic and international markets. 2.04 Expenditure

2. SIGNIFICANT ACCOUNTING POLICIES Expenses are accounted for on accrual basis and provision is
made for all known losses and liabilities.
2.01 Basis for preparation
2.05 Property, plant and equipment
These financial statements have been prepared in accordance
with Indian Accounting Standards (Ind AS) under the historical Property, plant and equipment is stated at cost, net of
cost convention on the accrual basis, and the provisions of accumulated depreciation and accumulated impairment losses,
the Companies Act, 2013 (‘Act’) to the extent notified. The Ind if any. Costs directly attributable to acquisition are capitalized
AS are prescribed under section 133 of the Act read with Rule until the property, plant and equipment are ready for use, as
3 of Companies (Indian Accounting Standards) Rules, 2015 and intended by the Management.
subsequent amendments thereof.
The Company depreciates property, plant and equipment over
All assets and liabilities have been classified as current or non- their estimated useful lives using the straight line method. The
current as per the Company’s normal operating cycle and estimated useful lives of assets are as follows:
other criteria set out in the Schedule III to the Companies Act,
2013. Based on the nature of products and the time between Asset class Useful Life (in years)
acquisition of assets for processing and their realization in cash
Building and civil work
and cash equivalents, the Company has ascertained its operating
cycle as 49 days for the purpose of current/ non-current Roads 10
classification of assets and liabilities. Labour Quarters 15
2.02 Key accounting estimates and judgments Factory Buildings 30

The preparation of standalone financial statements requires Computer Hardware 3

management to make judgments, esitmates and assumptions Electrical Installation 25
in the application of accounting policies that affect the reported
Furniture and Fixtures 10
amounts of assets, liabilities, income and expeses. Actual results
may differ from these estimates. Continuous evaluation is done Office Equipment 5
on the estimation and judgements based on historical experience Plant & Machinery 25
and other factors, including expectations of future events that
are believed to be reasonable. Revisions to accounting estimates Tubwell 5
are recognized preospectively. Vehicles 8

2.03 Revenue recognition The residual values, useful lives and methods of depreciation and
amortization of property, plant and equipment and intangible
Revenue from contracts with customers is recognised when
assets are reviewed at each financial year end and adjusted
control of the goods or services are transferred to the customer at
prospectively, if appropriate.
an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services. 2.06 Cash and cash equivalents
Revenue is recognized to the extent it is probable that the Cash and cash equivalent in the balance sheet and cash flow
economic benefits will flow to the Company and the revenue statement comprise cash at banks and on hand and short-term
can be reliably measured, regardless of when the payment is deposits with an original maturity of three months or less, which
being received. Revenue is measured at the fair value of the are subject to an insignificant risk of changes in value.
consideration received or receivable net off returns, discounts
and breakages, and taking into account contractually defined 2.07 Impairment
terms of payment and excluding taxes or duties collected on
i) Financial Assets (other than at fair value)
behalf of the Government. The Company has concluded that it
is the principal in all of its revenue arrangements since it is the The company assesses at each date of balance sheet whether a
primary obligor in all the revenue arrangements as it has pricing financial asset or a company of financial assets is impaired. IND
latitude and is also exposed to inventory and credit risks. AS 109 required expected credit losses to be measured through a
loss allowance. The company recognizes lifetime expected losses
Based on the Educational Material on Ind AS 115 issued by the
for all contract assets and/or all trade receivables that do not
Institute of Chartered Accountants of India (“ICAI”), the recovery
constitute of financial transaction. For all other financial asset,
of excise duty flows to the Company on its own account and
87
 expected credit losses are measured at an amount equal to the Statement of Profit and Loss during the period in which the
12 month expected credit losses or at an amount equal to the employee renders the related service.
lifetime expected credit losses if the credit risk on the financial
asset has increased significantly since initial recognition. Defined Benefit Plans

ii) Non-financial assets Gratuity liability is a defined benefit obligation and is provided
for on the basis of an actuarial valuation done as per projected
Tangible and Intangible assets unit credit method, carried out by an independent actuary at the
end of the year.
Property, plant and equipment and intangible assets with
finite life are evaluated for recoverability whenever there is any Net interest is calculated by applying the discount rate to the
indication that their carrying amounts may not be recoverable. If net defined benefit liability or asset. The Company recognises
any such indication exists the recoverable amount (i.e. higher of the following changes in the net defined benefit obligation as
the fair value less cost to sell and the value-in-use) is determined an expense in the statement of profit and loss - Service costs
on an individual asset basis unless the asset does not generate comprising current service costs, past-service costs, gains and
cash flow that are largely independent of those from other losses on curtailments and non-routine settlements and net
assets.In such, the recoverable amount is determined for the interest expense or income.
cash generating unit (CGU) to which the asset belongs.
Remeasurements, comprising actuarial gains and losses, the
If the recoverable amount of the asset (or CGU) is estimated to effect of the asset ceiling, excluding amounts included in net
be less than its carrying amount of the asset (or CGU) is reduced interest on the net defined benefit liability and the return on
to its recoverable amount. An important loss is recognized in the plan assets (excluding amounts included in net interest on
statement of profit and loss. the net defined benefit liability), are recognised immediately
in the balance sheet with a corresponding debit or credit to
2.08 Inventories retained earnings through OCI in the period in which they
occur. Remeasurements are not reclassified to profit or loss in
Inventories are stated at lower of cost and net realizable value.
subsequent periods.
Costs are arrived at as follows:
2.11 Taxes on Income
(i) Raw materials, components, packing material, stores and
spares on weighted average basis. Current income tax
(ii) Stock in process and finished goods taking into account Current income tax liabilities are measured at the amount
the annual average cost of materials consumed, direct expected to be paid to the tax authorities in accordance with
production expenses, interest, depreciation and related the Income-tax Act, 1961. The tax rates and tax laws used to
Government duties. compute the amount are those that are enacted or substantively
enacted, at the reporting date.
Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and Current income tax relating to items recognized outside profit
estimated costs necessary to make the sale. or loss is also recognised outside profit or loss (either in OCI or in
equity in correlation to the underlying transaction). Management
2.0 9 Foreign Currency Transactions
periodically evaluates positions taken in the tax returns with
The functional currency of the Company is the Indian rupee respect to situations in which applicable tax regulations are
(INR). These financial statements are presented in INR. subject to interpretation and establishes provisions, where
appropriate.
Transactions in foreign currencies are initially recorded by the
Company at their respective functional currency spot rates at the Deferred tax
date the transaction first qualifies for recognition.
Deferred tax is provided using the liability method on temporary
Monetary assets and liabilities denominated in foreign currencies differences between the tax bases of assets and liabilities and
are translated at the functional currency spot rates of exchange their carrying amounts for financial reporting purposes at the
at the reporting date. Exchange differences arising on settlement reporting date.
or translation of monetary items are recognised as income or
Deferred tax assets are recognised for all deductible temporary
expenses in the period in which they arise.
differences, the carry forward of business losses and unabsorbed
2.10 Retirement and other employee benefits depreciation. Deferred tax assets are recognised to the extent
that it is probable that taxable profit will be available against
Short Term Employee Benefits which the deductible temporary differences and the carry
forward of business losses and unabsorbed depreciationcan be
The undiscounted amount of short term employee benefits
utilised.
expected to be paid in exchange for the services rendered by
employees are recognized as an expense during the period The carrying amount of deferred tax assets is reviewed at each
when the employees render the services. These benefits include reporting date and reduced to the extent that it is no longer
performance incentives and compensated absences. probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised. Unrecognised
Post-Employment Benefits
deferred tax assets are re-assessed at each reporting date and are
Defined Contribution Plans recognised to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.
A defined contribution plan is a post-employment benefit
plan under which the Company pays specified contributions Deferred tax assets and liabilities are measured at the tax rates
to a separate entity. The Company makes specified monthly that are expected to apply in the year when the asset is realised
contributions towards Provident Fund. The Company has no or the liability is settled, based on tax rates (and tax laws) that
obligation other than the contribution payable to the Provident have been enacted or substantively enacted at the reporting
Fund. date.

The Company’s contribution is recognised as an expense in the Deferred tax relating to items recognised outside profit or loss
is recognised outside profit or loss (either in OCI or in equity).
88 | SDBL ANNUAL REPORT 2022-23
 Deferred tax items are recognised in correlation to the underlying attributable to equity holders by the weighted average number
transaction either in OCI or directly in equity. of equity shares outstanding during the year plus the weighted
average number of equity shares that would be issued on
Deferred tax assets and deferred tax liabilities are offset if a conversion of all the dilutive potential equity shares into equity
legally enforceable right exists to set off current tax assets shares.
against current tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority. 2.16 Financial Instruments

2.12 Provisions A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
Provisions are recognised when the Company has a present another entity.
obligation (legal or constructive) as a result of a past event; it
is probable that an outflow of resources embodying economic Financial assets and liabilities are recognised when the company
benefits will be required to settle the obligation and a reliable becomes a party to the contractual provisions of the instrument.
estimate can be made of the amount of the obligation. Financial assets and liabilities are initially measured at fair value.
When the Company expects some or all of a provision to be Transaction costs that are directly attributable to the acquisition
reimbursed, for example, under an insurance contract, the or issue of financial assets and financial liabilities (other than
reimbursement is recognised as a separate asset, but only when financial assets and financial liabilities at fair value through profit
the reimbursement is virtually certain. The expense relating to a or loss) are added to or deducted from the fair value measured
provision is presented in the statement of profit and loss net of on initial recognition of financial asset or financial liability.
any reimbursement, if any.
Financial assets at amortised cost
2.13 Contingent liabilities
Financial assets are subsequently measured at amortised cost if
A contingent liability is a possible obligation that arises from past these financial assets are held within a business whose objective
events whose existence will be confirmed by the occurrence or is to hold these assets in order to collect contractual cash flows
non-occurrence of one or more uncertain future events beyond and the contractual terms of financial asset gave rise on specified
the control of the Company or a present obligation that arises dates to cash flows that are solely payments of principal and
from past events but is not recognised because it is not probable interest on principal amount outstanding.
that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare Financial asset at fair value through other comprehensive
cases where there is a liability that cannot be recognised because income
it cannot be measured reliably. The Company does not recognize
Financial assets are measured at fair value through other
a contingent liability but discloses its existence in the standalone
comprehensive income if these financial assets are held within
financial statements.
a business whose objective is achieved by both collecting
2.14 Borrowing costs contractual cash flows on specified dates that are solely payments
of principal and interest on principal amount outstanding and
Borrowing costs directly attributable to the acquisition, selling financial assets.
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use Financial assets at fair value through profit or loss
or sale are capitalised as part of the cost of the asset. All other
Financial assets are measured at fair value through profit or loss
borrowing costs are expensed in the period in which they occur.
unless it measured at amortised cost or at fair value through other
Borrowing costs consist of interest and other costs that an entity
comprehensive income on initial recognition. The transaction
incurs in connection with the borrowing of funds. Borrowing
costs directly attributable to the acquisition of financial assets
cost also includes exchange differences to the extent regarded
and liabilities at fair value through profit and loss immediately
as an adjustment to the borrowing costs. These exchange
recognized in statement of profit and loss.
difference are presented in finance cost to the extent which the
exchange loss does not exceed the difference between the cost Financial liabilities
of borrowing in functional currency when compared to the cost
of borrowing in a foreign currency. Financial liabilities which carry a floating rate of interest are
measured at amortised cost using the effective interest method
2.15 Earnings per equity share (‘EPS’)
Equity Instruments
Basic EPS amounts are calculated by dividing the profit for the
year attributable to equity holders by the weighted average An equity instrument is a contract that evidences residual
number of equity shares outstanding during the year. interest in the asset of the company after deducting all its
liabilities. Equity instrument by the company are recognised at
Diluted EPS amounts are calculated by dividing the profit the proceeds received net of direct issue cost.

89
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023
3. Property, Plant and Equipment
(Rs. in Lakhs)
Buildings Furniture Capital
Land Plant & Office
& civil & Vehicles Total Work in Grand Total
freehold machinery equipment
works fixtures Progress
Gross Block
Balance as at
176.20 4,157.49 21,169.25 58.51 182.94 1,039.68 26,784.07 26,784.07
April 1, 2021
Additions - - 138.27 0.20 2.60 - 141.07 - 141.07
Disposals & Adjustments - - 104.10 - - 45.47 149.57 149.57
Balance as at
176.20 4,157.49 21,203.42 58.71 185.54 994.21 26,775.57 - 26,775.57
March 31, 2022
Additions 121.65 - 36.05 - 11.72 - 169.42 4,404.59 4,574.01
Disposals & Adjustments - - - - - - - - -
Balance as at
297.85 4,157.49 21,239.47 58.71 197.26 994.21 26,944.99 4,404.59 31,349.58
March 31, 2023

Accumulated
Depreciation
Balance as at
- 995.31 4,384.34 31.93 128.53 674.57 6,214.68 - 6,214.68
April 1, 2021
Additions - 104.16 669.99 3.60 22.32 75.45 875.52 - 875.52
Disposals & Adjustments - - 41.83 - - 43.19 85.02 - 85.02
Balance as at
- 1,099.47 5,012.50 35.53 150.85 706.83 7,005.18 - 7,005.18
March 31, 2022
Additions - 103.89 675.52 3.61 19.54 75.45 878.01 - 878.01
Disposals & Adjustments - - - - - - - - -
Balance as at
- 1,203.36 5,688.02 39.14 170.39 782.28 7,883.19 - 7,883.19
March 31, 2023

Net Block
Balance as at
176.20 3,058.02 16,190.92 23.18 34.69 287.38 19,770.39 - 19,770.39
March 31, 2022
Balance as at
297.85 2,954.13 15,551.45 19.57 26.87 211.93 19,061.80 4,404.59 23,466.39
March 31, 2023

3.1 Ageing of Capital work in progress

Balance as at March 31, 2023 (Rs. in Lakhs)

Particuarls < 1 year 1 - 2 year 2 - 3 year > 3 year Total

Cane line palnt and machinery 4,404.59 - - - 4,404.59

Balance as at March 31, 2022 (Rs. in Lakhs)

Particuarls < 1 year 1 - 2 year 2 - 3 year > 3 year Total

Cane line palnt and machinery - - - - -

90 | SDBL ANNUAL REPORT 2022-23

4. Intangible Assets (Rs. in Lakhs)

ERP-Computer Intengible assets under

Total
softwares development
Gross Block
Balance as at April 1, 2021 142.59 142.59
Additions 4.72 - 4.72
Disposals & Adjustments - -
Balance as at March 31, 2022 147.31 - 147.31
Additions - - -
Disposals & Adjustments -
Balance as at March 31, 2023 147.31 - 147.31

Accumulated Amortisation
Balance as at April 1, 2021 62.66 62.66
Additions 22.78 22.78
Disposals & Adjustments - - -
Balance as at March 31, 2022 85.44 - 85.44
Additions 23.36 23.36
Disposals & Adjustments - - -
Balance as at March 31, 2023 108.80 - 108.80

Net Block
Balance as at March 31, 2022 61.87 - 61.87
Balance as at March 31, 2023 38.51 - 38.51

91
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
As At 31.03.2023 As At 31.03.2022
5. Investment - Non Current
Investment in Subsidiaries - (Unquoted)
5,10,00,000 Equity Shares of Rs.10 each in Woodpecker Distilleries & Breweries Private Ltd. 5,100.00 5,100.00
3,50,00,000 (P.Y. 2,50,10,000) Fully Paid Equity Shares of Rs. 10 each in Som Distilleries &
3,500.00 2,501.00
Breweries Odisha Private Limited
Investment in Mutual Fund 0.01 -
Total 8,600.01 7,601.00
6. Loans - Non Current
Loans & Advances to Subsidiaries 11,341.92 7,191.92
Total 11,341.92 7,191.92
7. Other Financial Assets
Non Current
Security deposits considered good - Unsecured 1,310.20 1,383.69
Total 1,310.20 1,383.69
8. Other Non- Current Assets
Capital Advances 503.29 791.45
Total 503.29 791.45
9. Inventories
Raw materials 1,183.42 583.79
Stores, Consumables & packing materials 2,970.62 1,096.07
Stock in process 1,000.54 514.89
Finished goods 2,826.71 2,275.80
Total 7,981.29 4,470.55
10. Trade Receivables
Trade receivables considered good - unsecured 8,233.06 6,155.99
Total 8,233.06 6,155.99

Trade receivables ageing schedule for the year ended as on March 31, 2023

Outstanding for following periods from due date of payments

Particulars Less than 6 6 months to 1 More than 3
1-2 years 2-3 years Total
months year year
Undisputed trade Receivables -
considered good 7,720.48 321.95 131.32 59.31 - 8,233.06

Trade receivables ageing schedule for the year ended as on March 31, 2022

Outstanding for following periods from due date of payments

Particulars Less than 6 6 months to 1 More than 3
1-2 years 2-3 years Total
months year year
Undisputed trade Receivables -
considered good 5,834.04 262.63 59.32 - - 6,155.99

92 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
As At 31.03.2023 As At 31.03.2022
11. Cash and Cash Equivalents
Cash in hand 43.06 12.18
Balance With Scheduled Banks
Current Accounts 120.78 210.92
Deposit Accounts 530.37 419.90
Total 694.21 643.00
12. Other Bank Balances
Unpaid Dividend Accounts 60.14 63.45
Total 60.14 63.45
13. Current Tax Assets
Balance with revenue authority 156.62 146.18
Total 156.62 146.18
14. Other Current Assets
Staff Advances 79.99 64.93
Prepaid Expenses 1089.55 487.40
Advances to suppliers 4370.95 2,661.27
MAT Credit Entitlement 656.50 -
Other Assets 321.42 313.76
Total 6,518.41 3,527.36
15. Equity Share Capital
Authorized
8,00,00,000 Equity Shares of Rs. 5/- each 4,000.00 4,000.00
[Previous year-8,00,00,000 Equity Shares of Rs. 5/- each]
Issued, Subscribed and Fully Paid
7, 37, 64, 573 Equity Shares of Rs. 5/- each
[Previous year 6, 99, 86, 796 Equity Shares of Rs. 5/- each] 3,688.23 3,499.34

Par Value Per Share:

The Company has only one class of equity shares having par value of Rs. 5/- each.

Reconcillation of No. of Shares:

No. of shares as on No. of shares as on

Particulars
31.03.2023 31.03.2022
Equity share at the beginning of the year 6,99,86,796 6,49,87,738
Add : Issued during the year* 37,77,777 49,99,058
Less: Buyback during the year - -
Equity share at the end of the year 7,37,64,573 6,99,86,796

*Note-

For Period ending on 31.03.2023-“The company has alloted equity share persunt to conversion of preferential share warrants on 18.11.2022 and 09.12.2022”
For Period ending on 31.03.2022- “The company has alloted equity share persunt to right issue on 14.02.2022”

Terms/Rights attached to the shares

The Company has only one class of Equity Shares having par value of Rs.5/- per share. Each shareholder is entitled to one vote per share held. In the
event of liquidation, the equity shareholders are entitled to receive the remaining assets of the company after the distribution of all preferential
amounts, in proportion to their shareholding.

93
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS (CONTD.)
(Rs. in Lakhs)
Details of Shareholders holding more than 5% Shares in the Company.

As at 31.03.2023 As at 31.03.2022
Name of Shareholders
No. of Shares % No. of Shares %
Sh. Jagdish Kumar Arora 1,36,12,809 18.45% 1,03,49,509 14.79%
Som Distilleries Private Limited 68,35,559 9.27% 68,35,559 9.77%

Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment : NIL

Aggregate number of Bonus Shares issued, Shares issued for consideration other than cash and shares bought back during the period from five
years immediately preceeding the reporting date - NIL

Terms of conversion of any securities into equity/preference shares :

The company has neither Convertible prefernce shares nor debentures as on date of financial statement.

Calls unpaid:

As on date there are no unpaid calls are pending for payment. All the issued Equity Shares are fully paid.

Forfeited shares:

No equity shares of the Company have been forfeited.

Shareholding of Promoters

Changes in promoters holding during the year ended at March 31, 2023

As at March As at March
Promoter name 31, 2023 31, 2022 % of Changes
No. of Shares % of total shares No. of Shares % of total shares
Jagdish Kumar Arora 1,36,12,809 18.45% 1,03,49,509 14.79% 31.53%
Som Distilleries Private Limited 68,35,559 9.27% 68,35,559 9.77% 0.00%
Ajay Kumar Arora 14,80,370 2.01% 14,80,370 2.12% 0.00%
Aalok Deep Finance Private Limited 11,02,200 1.49% 11,02,200 1.57% 0.00%
Deepak Arora 7,94,010 1.08% 1,36,270 0.19% 482.67%
Sunita Arora 3,07,046 0.42% 3,07,046 0.44% 0.00%
Natasha Arora 2,89,486 0.39% 2,89,486 0.41% 0.00%
Surjeet Lal 1,532 0.00% 1,532 0.00% 0.00%
Sweena Arora 88 0.00% 88 0.00% 0.00%
Total 2,44,23,100 33.11% 2,05,02,060 29.29% 19.13%

94 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023 (Rs. in Lakhs)
Particulars As At 31.03.2023 As At 31.03.2022
16. Other Equity
Capital reserve 39.30 39.30
Securities premium 18,254.82 15,723.70
Actuarial gain / (loss)on employee benefit plans through OCI:
Balance at the beginning of the year 11.12 (2.96)
Other comprehensive income for the year 5.03 14.08
Balance at the end of the year 16.15 11.12
Retained earnings:
Balance at the beginning of the year 11,811.86 12,909.09
Add: Profit/(loss) for the year after tax 2,703.71 (1,097.23)
Less: Final dividend paid (181.21) -
Balance at the end of the year 14,334.36 11,811.86
Total 32,644.63 27,585.98

Nature and description of reserve:

• Capital reserve: Amount forteited against share warrants is recognised in Capital reserve
• Securities premium: The amount received in excess of face value of the equity shares is recognised in Securities premium.
• Retained earnings: Remaining portion of profits earned or accumulated losses by the Company till date after appropriations.

Non-current maturities Current Maturities

As At As At As At As At
31.03.2023 31.03.2022 31.03.2023 31.03.2022
17. Non-current borrowings
Secured loans
Term loans from banks 2,009.44 3,137.69 1,037.04 1,033.88
Vehicle loans from banks - 3.22 0.51 3.16
Unsecured loans
From related parties 778.71 - - -
From others 6,443.37 4,038.48 - -
Total 9,231.52 7,179.39 1,037.55 1,037.04

Notes:

• Term loans from banks are secured by way of pari passu charged on factory land & building and plant & machinery.

• Interest on vehicle loans varies from 8.95% to 10.75% per annum. Tenor of these loans ranges from 3 to 5 years. Respective vehicles have
been hypothecated to the lending institutions to secure their loans. Repayment of these loans is regular as per the fixed equated monthly
installments.

• The Company is in compliance with the applicable financial debt covenants prescribed in the terms of borrowings. Also there has been no
default in repayment of borrowings and payment of interest during the year.

As At 31.03.2023 As At 31.03.2022
18. Other Financial Liabilities
Non Current
Security Deposits and Retention considered as good - unsecured 2,940.53 297.36
Total 2,940.53 297.36

95
 (Rs. in Lakhs)

19. Deferred tax liabilities (net)

Deferred tax liabilities:
Difference between depreciation as per books of account and the Income Tax
2,340.31 2,220.98
Act 1961.
Others
2,340.31 2,220.98
Deferred tax assets:
Impact of expenditure charged to the Statement of Profit and Loss in the
424.23 13.77
current year but allowed for tax purposes on payment basis
Unabsorbed depreciation & carried forward losses 556.75 1,903.08
980.98 1,916.85
Total 1,359.33 304.13

Notes:

(a) Deferred tax assets are recognized to the extent that it is porbable that sufficient taxable profit will be available against which the carried
forward lossess and unabsorbed depreciation can be utlized.

(b) Deferred tax assets and deferred tax liabilities have been offset wherever the Company has a legally enforceable right to set off current tax
assets against current tax liabilities.

(c) Deferred tax assets and deferred tax liabilities relate to income taxes leived by the same taxation authority.

96 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023 (Rs. in Lakhs)
Particulars Year Ended 31.03.2023 Year Ended 31.03.2022
19.1 Tax expense recognised in the Statement of Profit and Loss and OCI
Current tax (net of MAT credit entitlement) - -
Deferred tax:
Origination and reversal of temporary difference through profit and loss 1,053.43 (311.21)
Origination and reversal of temporary difference through other
1.77 4.95
comprehensive income
Total deferred tax expenses / (credit) 1,055.20 (306.26)
Tax relating to earlier year - 307.85
Total tax expenses / (credit) 1,055.20 1.59
20. Current borrowings

Secured

Cash Credit from Bank 3,485.18 3,331.31

(Secured by way of hypothecation of entire current assets of the
company)
Current maturities of long-term borrowing 1,037.55 1,037.04

Total 4,522.73 4,368.35

The quarterly returns/statements filed by the Company with banks are in the agreement with the books of the Company, except in instances as
below:

Value as per books of Value as per quarterly

Quarter ended Discrepancy*
accounts returns / statements
June 30, 2022 4,310.46 4,491.69 -181.23
September 30, 2022 4,885.73 4,435.01 450.72

*Updated for book closure entries recorded post submission for returns/statements to banks

21. Trade payables

MSME - -

Other than MSME 6,408.06 2,510.60

Total 6,408.06 2,510.60

Trade payables ageing schedule As at March 31, 2023

Outstanding for following periods from due date of payment

Particulars
Not due Less than 1 years 1 - 2 years 2 - 3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others 5,548.31 306.91 235.55 95.24 222.05 6,408.06

Trade payables ageing schedule As at March 31, 2022

Outstanding for following periods from due date of payment

Particulars
Not due Less than 1 years 1 - 2 years 2 - 3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others 1,793.56 328.39 142.72 47.77 198.16 2,510.60

97
 Year Ended 31.03.2023 Year Ended 31.03.2022
22. Other financial liabilities
- Current
Unpaid dividend 60.14 63.45
Bank overdraft 385.65 -
Expenses & other payables 1,214.48 5,367.73
Total 1,660.27 5,431.18
23. Other current liabilities
Advances from customers 437.52 362.59
Statutory dues payable 5,964.84 231.45
Total 6,402.36 594.04
24. Provisions
- Current
Employee Benefits
Gratuity 9.79 7.47
Other Employee Benefits 36.60 29.01
Total 46.39 36.48
25. Revenue from operations
Sale of Products (including Excise duty) 54,921.68 25,053.25
Other Operational revenues 2,320.76 879.24
Total 57,242.44 25,932.49
26. Other income
Interest 24.85 15.02
Rent Received 2.07 -
Profit on Sale of Fixed Assets - 0.73
Other Revenues 64.14 1.60
Total 91.06 17.35
27. Cost of Materials consumed
Opening Stocks 1,679.86 2,104.74
Add: Purchases 32,730.32 12,958.77
Less: Closing Stocks (4,154.04) (1,679.86)
Total 30,256.14 13,383.65
28. Purchase of stock in trade - 137.36
29. Changes in inventories of finished goods, stock-in-trade and work-in-
progress
Opening stock:
Stock in process 514.89 515.63
Finished goods 2,275.80 1,426.11
2,790.69 1,941.74
Closing stock:
Stock in process 1,000.54 514.89
Finished goods 2,826.71 2,275.80
3,827.25 2,790.69
Increase / (Dcrease) in inventories (1,036.56) (848.95)
30. Employee remuneration & benefits
Salaries, allowances & bonus 1,265.10 1,087.12
Employer's contribution to Provident & Gratuity Fund 46.16 41.88
Staff welfare expenses 28.59 16.55
Total 1,339.85 1,145.55

98 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023 (Rs. in Lakhs)

30.01 Defined benefit plan

The required disclosures of employees benefits as per Ind AS – 19 are
given hereunder:-
(i) In respect of Short Term Employee Benefits:
The Company has at present only the scheme of cumulative benefit
of leave encashment payable at the end of each calendar year and the
same have been provided for on accrual basis.
(ii) In respect of Defined Benefit Scheme (Based on Actuarial Valuation)
of Gratuity:
Table Showing Changes in Present Value of Obligations:
Particulars Year ended March 31, 2023 Year ended March 31, 2022
Present value of the obligation at the beginning of the period 73.38 78.63
Interest cost 5.32 5.70
Current service cost 9.72 8.86
Benefits paid (if any) (2.39) -
Actuarial (gain)/loss (6.85) (19.81)
Present value of the obligation at the end of the period 79.18 73.38

Key results:
Particulars Year ended March 31, 2023 Year ended March 31, 2022
Present value of the obligation at the end of the period 79.18 73.38
Fair value of plan assets at end of period 69.38 65.90
Net liability/(asset) recognized in Balance Sheet and related analysis 9.80 7.48
Funded Status - Surplus/ (Deficit) (9.80) (7.48)

Expense recognized in the statement of Profit and Loss:

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Interest cost 5.32 5.70
Current service cost 9.72 8.86
Expected return on plan asset (4.94) (4.47)
Expenses to be recognized in P&L 10.10 10.09

Other comprehensive (income)/expenses (Re-measurement)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Cumulative unrecognized actuarial (gain)/loss opening. B/F (12.23) 6.79
Actuarial (gain)/loss - obligation (6.85) (19.81)
Actuarial (gain)/loss - plan assets 0.05 0.79
Total Actuarial (gain)/loss (6.80) (19.02)
Cumulative total actuarial (gain)/loss C/F (19.03) (12.23)

Table showing changes in the Fair Value of Planned Assets

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Fair value of plan assets at the beginning of the period 65.90 61.72
Expected return on plan assets 4.94 4.47

99
 Contributions 0.98 0.50
Benefits paid (2.39) -
Actuarial gain/(loss) on plan assets (0.05) (0.79)
Fair value of plan assets at the end of the period 69.38 65.90

Table showing Fair Value of Planned Assets

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Fair value of plan assets at the beginning of the period 65.90 61.72
Actual return on plan assets 4.89 3.68
Contributions 0.98 0.50
Benefits paid (2.39) -
Fair value of plan assets at the end of the period 69.38 65.90

Actuarial Gain/(Loss) on Planned Assets

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Actual return on plan assets 4.89 3.68
Expected return on plan assets 4.94 4.47
Actuarial gain/(loss) (0.05) (0.79)

The assumptions employed for the calculations are tabulated

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Discount rate 7.50 % per annum 7.25 % per annum
Salary Growth Rate 5.00 % per annum 5.00 % per annum
Mortality IALM 2012-14 IALM 2012-14
Withdrawal rate (Per Annum) 5.00% p.a 5.00% p.a

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant
facts.

Funding arrangements and funding policy

The company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries
out a funding valuation based on the latest employee data provided by the company. Any deficit in the assets arising as results of such valuation is
funded by the company.

Expected contribution during the next annual reporting period

Particulars Year ended March 31, 2023 Year ended March 31, 2022
The Company’s best estimate of Contribution during the next year 14.78 11.24

Sensitivity Analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effect
of change in mortality rate is negligible. Please note that the sensitivity analysis presented below may not be representative of the actual change
in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions
may be correlated. The results of sensitivity analysis are given below:

Particulars As on March 31, 2023

Defined Benefit Obligation (Base) 79,18,543 @ Salary Increase Rate : 5%, and discount rate :7.5%
Liability with x% increase in Discount Rate 74,77,326; x=1.00% [Change (6)% ]
Liability with x% decrease in Discount Rate 84,12,718; x=1.00% [Change 6% ]
Liability with x% increase in Salary Growth Rate 84,20,244; x=1.00% [Change 6% ]
Liability with x% decrease in Salary Growth Rate 74,63,358; x=1.00% [Change (6)% ]
Liability with x% increase in Withdrawal Rate 79,60,115; x=1.00% [Change 1% ]
Liability with x% decrease in Withdrawal Rate 78,69,725; x=1.00% [Change (1)% ]

100 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
Year Ended 31.03.2023 Year Ended 31.03.2022
31. Finance Costs
Interest to Bank & FIs 776.39 867.64
Interest to Others 36.02 0.61
Bank Charges 96.28 72.03
Total 908.69 940.28
32. Depreciation & amortisations
Depreciation on property, plant and equipment 878.01 875.52
Amortisation on intengible assets 23.36 22.78
Total 901.37 898.30
33. Other Expenses
Power and fuel 1,843.41 855.69
Labour 687.05 365.91
Rent 30.21 54.38
Repairs
Buildings 1.35 -
Machinery 668.73 278.51
Others 101.54 67.03
Insurance 41.51 53.79
Rates and taxes (Other than on income) 2,081.56 1,288.41
Other Manufacturing Exp 98.38 43.10
Auditors Remuneration
(a) Audit fees 2.36 2.28
Donations 134.21 29.27
Corporate Social Responsibility - 23.50
Travelling & Conveyance 242.03 117.06
Legal & Professional 264.16 240.63
Sales promotion 2,458.35 1,375.51
Advertisement & Publicity 110.86 29.68
Freight outward 2,970.81 1,437.69
Other selling expenses 313.22 276.09
General expenses 77.31 85.69
Loss-Sale of Asset - 50.82
Postage, Telegrams & Telephones 27.11 21.28
Vehicle Running & Maintenance 66.81 65.42
Total 12,220.97 6,761.74
34. Basic and diluted shares used In computing earning per Share:
(a) Basic Earning per share
Total Comprehensive Income for the year 2,708.74 (1,083.15)
Weighted average number of equity shares outstanding 7,12,89,840 6,69,03,392
3.80 (1.62)
(b) Diluted Earning per Share
Total Comprehensive Income for the year 2,708.74 (1,083.15)
Weighted average number of equity shares outstanding 7,19,34,724 6,69,03,392
101
 3.77 (1.62)
35. Contingent Liabilities
i) Claims against the Company not acknowledged as debts/ disputed *
• Commercial Tax Department 60.71 60.71
• Income Tax Department 2,279.77 1,989.82
ii) Guarantees given by Bankers on behalf of the Company not provided for 1,512.62 1,019.39
iii) Corporate guarantee given to banks on behalf of others 11,277.00 11,306.00

* The Company has reviewed its pending litigations and expects that the outcome of the proceedings will not have any material effect on its financial
positions.

36. Financial Instruments

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and
expenses are recognized, in respect of each class of financial asset, financial liability and equity instruments are disclosed.

A. Financial assets and liabilities

The break-up of financial assets and liabilities carried at amortized cost are as follows: (Rs. in Lakhs)

Particulars As at March 31, 2023 As at March 31, 2022

Financial Assets:
Cash and cash equivalents 754.35 706.45
Other bank balances 60.14 63.45
Trade receivables 8,233.06 6,155.99
Loans 11,341.92 7,191.92
Investments 8,600.01 7,601.00
Other Financial Assets 1,310.20 1,383.69
Total 30,299.68 23,102.50
Financial Liabilities:
Trade and other payables 6,408.06 2,510.60
Borrowings 13,754.25 11,547.74
Other Financial Liabilities 9,342.89 891.40
Total 29,505.20 14,949.74

B. Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash
and cash equivalents that derive directly from its operations. The Company also holds unquoted investments in a wholly owned subsidiary.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of
these risks. The Company’s senior management ensures that the Company’s financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is
the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The senior management reviews and agrees
policies for managing each of these risks, which are summarized below.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Financial
instruments affected by market risk include deposits, investmentsand borrowings.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the company’s financial instruments will fluctuate because of changes in
market interest rates. The Company’s exposure to the risk of changes in market interest rate relates primarily to the Company’s borrowings with
floating interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on borrowings affected, with all other
variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

(Rs. in Lakhs)

Particulars As at March 31, 2023 As at March 31, 2022

Impact on profit befor tax
Increase 0.25% (16.33) (18.77)
Decrease 0.25% 16.33 18.77

102 | SDBL ANNUAL REPORT 2022-23

 (b) Commodity price risk

The Group is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase and manufacture of
Beer and therefore require a continuous supply of Barley. The Company’s Board of Directors has developed and enacted a risk management
strategy regarding commodity price risk and itsmitigation.The following table shows the effect of price changes in Barley:
(Rs. in Lakhs)

Particulars As at March 31, 2023 As at March 31, 2022

Impact on profit befor tax
Increase 1% (5.96) (2.56)
Decrease 1% 5.96 2.56

ii) Credit risk

Credit risk is the risk of financial loss arising from counter party failure to repay or service debt according to the contractual terms or obligations.
Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks.
Credit risk is controlled by analyzing credit limits and credit worthiness of customers on a continuous basis to whom the credit has been
granted after obtaining necessary approvals for credit.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments,
derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of
the company result in material concentration of audit risk.

iii) Liquidity risk

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings. The table
below summarises the maturity profile of the Company’s financial liabilities: (Rs. in Lakhs)

Maturities Total Carrying

As At March 31, 2023
Upto 1 year 1-2 year > 2 year Value

Financial Liabilities:
Borrowings 4,522.73 922.35 8,309.17 13,754.25
Trade and other payables 6,408.06 - - 6,408.06
Other Financial Liabilities 1,660.27 - 2,940.53 4,600.80
Total 12,591.06 922.35 11,249.70 24,763.11

(Rs. in Lakhs)

Maturities Total Carrying

As At March 31, 2022
Upto 1 year 1-2 year > 2 year Value

Financial Liabilities:
Borrowings 4,368.35 1,037.04 6,142.35 11,547.74
Trade and other payables 2,510.60 - - 2,510.60
Other Financial Liabilities 5,431.18 - 297.36 5,728.54
Total 12,310.13 1,037.04 6,439.71 19,786.88

37. The Company has borrowing from banks on the basis of security of current assets, and the statements of current assets filed by the Company
with the banks are in agreement with books of accounts.

38. As per the information available with the company, the companies has no outstanding balances in respect of payables, receivables, investments,
share held by the company or any other outstanding balances with struck off companies.

39. The company is engaged in the business of manufacture and sale of Alcoholic beverages (Beer and IMFL) which constitutes a single business
segment. The company’s exports outside India did not exceed the threshold limits for disclosure as envisaged in IndAS 108 on “Operating
Segments” issued by the Institute of Chartered Accountants of India. In view of the above, primary and secondary reporting disclosures for
business/ geographical segment as envisaged in IndAS – 108 are not applicable to the Company.

40. Corporate Social Responsibility (CSR) (Rs. in Lakhs)

Year Ended Year Ended

Particulars
March 31, 2023 March 31, 2022
a) Amount required to be spent by the company during the year - 23.35
b) Amount of expenditure incurred - 23.50
c) Shortfall at the end of the year Nil Nil
d) Total of previous years shortfall Nil Nil
e) Reason for shortfall NA NA

103
 Children eduction
f ) Nature of CSR activities for the purpose of : NA
and medical aid.
g) Details of related party transactions Nil Nil
41. Disclosure Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section
186 of the Companies act, 2013. (Rs. in Lakhs)

As at March As at March
Sr. No. Name of the Company Nature & purpose
31, 2023 31, 2022
(i) Woodpecker Distilleries & Breweries Private Limited Loan for business purposes 7,791.92 4,791.92
(ii) SOM Distilleries & Breweries Odisha Private Limited Loan for business purposes 3,550.00 2,400.00
(iii) Woodpecker Distilleries & Breweries Private Limited Corporate guarantee given for 6,170.00 6,170.00
business purposes
(iv) SOM Distilleries & Breweries Odisha Private Limited Corporate guarantee given for 2,971.00 3,000.00
business purposes
(v) Aryavrat Projects and Developers Private Limited Corporate guarantee given for 2,136.00 2,136.00
business purposes

42) The disclosures in respect of Related Parties as required under Ind AS 24 ‘Related Party Disclosures’ is stated herein below.

A). Details of related parties:

Name of related parties Description of relationship

a. Subsidary Companies
i) Woodpecker Distilleries & Breweries Private Limited Wholly owned subsidiary
ii) Som Distilleries and Breweries Odisha Private Limited Wholly owned subsidiary
b. Directors, Key management personnal and their relatives
i) Jagdish Kumar Arora Chairman & Managing Director
ii) Nakul Kam Sethi Whole time Director
iii) Satpal Kumar Arora Independent Director
iv) Deena Nath Singh Independent Director
v) Nishi Arora Independent Director
vi) Uma Kant Samal Independent Director
vii) Rajesh Kumar Dubey Chief Finance Officer
viii) Om Prakash Singh Company Secretary
c. Enterprises over which key management personnel are able to exercise significant influence.
i) Som Distilleries Private Limited
ii) Aryavrat Projects and Developers Private Limited

B). Transactions with related parties: (Rs. in Lakhs)

Year ended Year ended

Particuarls
March 31, 2023 March 31, 2022
Woodpecker Distilleries & Breweries Private Limited
Purchases 3.88 -
Sales 1,408.87 692.62
Loan given during the year 3,000.00 -
Other transactions 400.10 Cr 1,382.69 Cr
- Loans and advances to subsidiaries (refer note no. 6) 7,791.92 Dr 4,791.92 Dr
- Trade receivables (refer note no. 10) 361.57 Dr -
- Trade payables (refer note no. 21) 46.75 Cr 690.07 Cr
Net Closing Balance 8,106.74 Dr 4,101.85 Dr
Corporate guarantee given 6,170.00 6,170.00
Som Distilleries & Breweries Odisha Private Limited
Purchases 8.26 138.18
Sales 511.97 130.40

104 | SDBL ANNUAL REPORT 2022-23

 Loan given during the year 1,150.00 -
Other transactions 765.58 Dr 2,998.10 Dr
- Loans and advances to subsidiaries (refer note no. 6) 3,550.00 Dr 2,400.00 Dr
- Trade receivables (refer note no. 10) 617.72 Dr -
- Trade payables (refer note no. 21) - 651.57 Cr
Net Closing Balance 4,167.72 Dr 1,748.43 Dr
Outstanding Corporate guarantee given 2,971.00 3,000.00
Som Distilleries Private Limited
Purchases 1,800.36 574.39
Sales 198.82 19.76
Loan taken during the year 778.71 -
Other transactions 1,896.20 Dr 2,088.74 Dr
- Trade receivables (refer note no. 10) 113.43 Dr -
- Borrowings - non current (refer note no. 17) 778.71 Cr -
- Trade payables (refer note no. 21) - 181.23 Cr
Net Closing Balance 665.28 Cr 181.23 Cr
Key managerial personnel
Remuneration 321.02 188.67
Independent director
Sitting fees 7.20 6.60
Aryavrat Projects and Developers Private Limited
Corporate guarantee given 2,136.00 2,136.00

43 Financial Ratios-
(Rs. in Lakhs)
Year Ended Year Ended
Particulars Terms Numerator Denominator
31.03.2023 31.03.2022
(a) Current Ratio, in times Current assets Current liabilities 1.24 1.16
(b) Debt-Equity Ratio, in times Total Debt Shareholder’s Equity 0.38 0.37
(c) Debt Service Coverage Ratio, in times Earnings available for debt Debt Service 2.32 0.29
service i.e Net profit after
tax plus Depreciation and
Finance Costs
(d) Return on Equity Ratio, % Net Profits after taxes Average Shareholder’s 8.04 (3.52)
Equity
(e) Inventory turnover ratio, in times Revenue from Operations Average Inventory 9.19 5.80
(f ) Trade Receivables turnover ratio, in times Revenue from Operations Average Trade Receivable 7.96 3.59
(g) Trade payables turnover ratio, in times Cost of Materials Consumed Average Trade Payables 10.08 5.08
+ Purchase of Stock - in -
Trade+Other Expenses
(h) Net capital turnover ratio, in times Revenue from Operations Working Capital 12.43 12.55
(i) Net profit ratio, % Net Profit Revenue from Operations 4.73 (4.18)
(j) Return on Capital employed, % Earning before interest and Capital Employed = 9.32 (0.38)
taxes Shareholder's fund +
Current & Non-Current
Borrowing
(k) Return on investment. % Increase in Shareholder's Shareholder's Fund at the 16.88 2.19
fund start of period

105
44) The Company’s pending litigations pertain to claim and cases Act, 2006, to comply with the requirements of law. However, till
occuring in the normal course of business. The Company has date replies have been received from very few vendors. Hence,
reviewd its pending litigations and expects that the outcome of amount due to micro, small scale enterprises outstanding as on
the proceedings will not have any material effect on its financial March 31st, 2023 is not ascertainable. The process of collecting
positions. the information from the vendors is currently ongoing.

45) Balances standing at the debit or credit in the accounts of various 47) Previous year’s figures have been regrouped/ restated wherever
parties are subject to confirmation and reconciliation. considered necessary to make them comparable to those of the
current year.
46) The company has sought information and certification from its
vendors as to their being a micro, small or medium enteprise unit 48) All figures in the Balance Sheet, Profit & Loss Account and
under the Micro, Small and Medium Enterprises Development Schedules have been rounded off to the nearest rupee in lakhs.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN : 23435066BGUVLC8237 (Chief Financial Officer) (Company Secretary)

106 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SOM DISTILLERIES & BREWERIES LIMITED
REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Report on the audit of the Consolidated Financial Statements We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
Opinion the responsibilities described in the Auditor’s responsibilities for the
audit of the consolidated financial statements section of our report,
We have audited the accompanying consolidated financial statements
including in relation to these matters.
of M/S SOM DISTILLERIES & BREWERIES LIMITED, NEW DELHI
(hereinafter referred to as the “Holding Company”) and its subsidiaries
“WOODPECKER DISTILLERIES & BREWERIES PRIVATE LIMITED” Key audit matters How our audit addressed the
and “SOM DISTILLERIES & BREWERIES ODISHA PRIVATE LIMITED” key audit matter
(Holding Company and its subsidiaries together referred to as “the Revenue from Operations
Group”), which comprises the consolidated balance sheet as at 31st
(Refer Note No. 2.03 “Revenue Recognition” and Note No. 26 “Revenue
March 2023, the consolidated statement of Profit and Loss (including
from operations” of consolidated financial statements)
other comprehensive), the consolidated cash flow statement and
consolidated statement of changes in equity for the year then ended, Revenue from contracts with Our procedures included the
and notes to the consolidated financial statements, including a customers is recognized when following:
summary of significant accounting policies and other explanatory control of the goods or services - Assessed the Group’s
information (hereinafter referred to as “the Consolidated Financial are transferred to the customer revenue recognition
Statements”). at an amount that reflects the accounting policy for sale
consideration to which the of products.
In our opinion and to the best of our information and according to group expects to be entitled in
the explanations given to us, the aforesaid consolidated financial exchange for those goods or - Understood, evaluated
statements give the information required by the Companies Act, 2013, services. and tested on sample
as amended (“the Act”) in the manner so required and give a true basis the design and
Revenue is recognized to the operating effectiveness
and fair view in conformity with the accounting principles generally
extent it is probable that the of key internal controls
accepted in India, of the state of affairs of the Group as at March 31,
economic benefits will flow over recognition and
2023, its consolidated PROFIT including other comprehensive income,
to the group and the revenue measurement of revenue.
its cash flows and the changes in equity for the year ended on that
can be reliably measured,
date.
regardless of when the payment - Performed test of details
is being received. Revenue is on a sample basis and
Basis for Opinion
measured at the fair value of inspected the underlying
We conducted our audit in accordance with the Standards on Auditing the consideration received accounting documents
(SAs) as specified under section 143(10) of the Companies Act, 2013 or receivable net off returns, relating to sales accrual.
as amended (“the Act”). Our responsibilities under those Standards discounts and breakage, - Tested on a sample basis,
are further described in the “Auditor’s Responsibilities for the Audit and taking into account sales transactions near
of the Consolidated Financial Statements” section of our report. We contractually defined terms of year end date.
are independent of the group in accordance with the Code of Ethics payment and excluding taxes or
- Performed analytical
issued by the Institute of Chartered Accountants of India together duties collected on behalf of the
procedures on revenue.
with the ethical requirements that are relevant to our audit of the Government.
consolidated financial statements under the provisions of the Act - Assessed the disclosures in
Based on the Educational
and the Rules thereunder, and we have fulfilled our other ethical the consolidated financial
Material on Ind AS 115 issued
responsibilities in accordance with these requirements and the statements in respect of
by the Institute of Chartered
Code of Ethics. We believe that the audit evidence obtained by us is revenue for compliance
Accountants of India (“ICAI”), the
sufficient and appropriate to provide a basis for our opinion. with disclosure
recovery of excise duty flows to
requirements.
Emphasis of Matter the Group on its own account
and hence is a liability of the
We draw attention to the following Notes to the accompanying manufacturer which forms
consolidated financial statements: part of the cost of production,
irrespective of whether the
a) Note No. 45 regarding non availability of the necessary goods are sold or not. Since the
information of outstanding dues to Micro Enterprises and Small recovery of excise duty flows to
Enterprises. the group on its own account,
revenue includes excise duty.
Our opinion is not modified in respect of these matters.
However, sales tax/value added
Key Audit Matters tax (VAT), goods and services tax
are not received by the group
Key audit matters are those matters that, in our professional judgment, on its own account and are
were of most significance in our audit of the consolidated financial taxes collected on value added
statements for the financial year ended March 31, 2022. These matters to the commodity by the seller
were addressed in the context of our audit of the consolidated on behalf of the government.
financial statements as a whole, and in forming our opinion thereon, Accordingly, these are excluded
and we do not provide a separate opinion on these matters. For each from revenue.
matter below, our description of how our audit addressed the matter
is provided in that context.

107
Other Information judgment and maintain professional skepticism throughout the audit.
We also:
The Holding company’s management and Board of Directors is
responsible for preparation of the other information. The other • Identify and assess the risks of material misstatement of the
information comprises the information included in the Holding consolidated financial statements, whether due to fraud or error,
Company’s Annual Report, but does not include the financial design and perform audit procedures responsive to those risks,
statements and our auditor’s report thereon. The Holding Company’s and obtain audit evidence that is sufficient and appropriate
annual report is expected to be made available to us after the date of to provide a basis for our opinion. The risk of not detecting a
this auditor’s report. material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
Our opinion on the consolidated financial statements does not cover intentional omissions, misrepresentations, or the override of
the other information and we do not express any form of assurance internal control.
conclusion thereon.
• Obtain an understanding of internal control relevant to the
In connection with our audit of the consolidated financial statements, audit in order to design audit procedures that are appropriate
our responsibility is to read the other information and, in doing so, in the circumstances. Under section 143(3)(i) of the Companies
consider whether such other information is materially inconsistent Act, 2013, we are also responsible for expressing our opinion on
with the consolidated financial statements or our knowledge obtained the internal financial controls with reference to the consolidated
in the audit or otherwise appears to be materially misstated. If, based financial statements and the operating effectiveness of such
on the work we have performed, we conclude that there is a material controls.
misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard. • Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
Responsibility of Management and Those Charged with governance made by management.
for the Consolidated Financial Statements
• Conclude on the appropriateness of management’s use of the
The Holding company’s management and Board of Directors is going concern basis of accounting and, based on the audit
responsible for the matters stated in sub section (5) of Section 134 of evidence obtained, whether a material uncertainty exists related
the Companies Act, 2013 (“the Act”) with respect to the preparation to events or conditions that may cast significant doubt on the
of these consolidated financial statements that give a true and fair Group’s ability to continue as a going concern. If we conclude
view of the consolidated financial position, consolidated financial that a material uncertainty exists, we are required to draw
performance including other comprehensive income, consolidated attention in our auditor’s report to the related disclosures in
cash flows and consolidated changes in equity of the group in the consolidated financial statements or, if such disclosures are
accordance with the Accounting Principles generally accepted in India, inadequate, to modify our opinion. Our conclusions are based
including the Indian Accounting Standards specified under section on the audit evidence obtained up to the date of our auditor’s
133 of the Act, read with the Companies (Indian Accounting Standards) report. However, future events or conditions may cause the
Rules, 2015, as amended. The respective Board of Directors of the Group to cease to continue as a going concern.
companies included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the • Evaluate the overall presentation, structure and content of the
Act for safeguarding of the assets of the group and for preventing and consolidated financial statements, including the disclosures, and
detecting frauds and other irregularities; selection and application of whether the consolidated financial statements represent the
appropriate accounting policies; making judgments and estimates underlying transactions and events in a manner that achieves
that are reasonable and prudent; and the design, implementation fair presentation.
and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of • Obtain sufficient appropriate audit evidence regarding the
the accounting records, relevant to the preparation and presentation financial information of the entities and business activities
of the consolidated financial statements that give a true and fair view within the Group entities to express an opinion on the
and are free from material misstatement, whether due to fraud or error. consolidated financial statements. We are responsible for the
direction, supervision and performance of the audit of the
In preparing the consolidated financial statements, the respective financial statements of such entities included in the consolidated
Board of Directors of the companies included in the Group are financial statements of which we are the independent auditors.
responsible for assessing the ability of the Group entities to continue We remain solely responsible for our audit opinion.
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting We communicate with those charged with governance of
unless management either intends to liquidate the Group or to cease the holding company and such other entities included in
operations, or has no realistic alternative but to do so. the consolidated financial statements of which we are the
independent auditors regarding, among other matters, the
The respective Board of Directors of the companies included in the planned scope and timing of the audit and significant audit
Group are responsible for overseeing the financial reporting process findings, including any significant deficiencies in internal control
of the Group companies. that we identify during our audit.

Auditor’s Responsibility for audit of the consolidated financial We also provide those charged with governance with a statement
statements that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
Our objectives are to obtain reasonable assurance about whether the relationships and other matters that may reasonably be thought
consolidated financial statements as a whole are free from material to bear on our independence, and where applicable, related
misstatement, whether due to fraud or error, and to issue an auditor’s safeguards.
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted From the matters communicated with those charged with
in accordance with SAs will always detect a material misstatement governance, we determine those matters that were of most
when it exists. Misstatements can arise from fraud or error and are significance in the audit of the consolidated financial statements
considered material if, individually or in the aggregate, they could for the financial year ended March 31, 2022 and are therefore
reasonably be expected to influence the economic decisions of users the key audit matters. We describe these matters in our auditor’s
taken on the basis of these consolidated financial statements. report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
As part of an audit in accordance with SAs, we exercise professional
108 | SDBL ANNUAL REPORT 2022-23
 determine that a matter should not be communicated in our (c) There have no transferring amounts, required to be transferred,
report because the adverse consequences of doing so would to the Investor Education and Protection Fund by the holding
reasonably be expected to outweigh the public interest benefits company or the other company included in the group.
of such communication.
(d) (i) The respective Management of the holding company and
Report on Other Legal and Regulatory Requirements its subsidiaries has represented to us that, to the best of its
knowledge and belief, other than as disclosed in the notes to
1. As required by the Companies (Auditor’s Report) Order, 2020 accounts to the consolidated Financial Statements, no funds
issued by the Central Government of India in terms of sub- (which are material either individually or in the aggregate) have
section (11) of Section 143 of the Companies Act, 2013, we been advanced or loaned or invested (either from borrowed
provide “Annexure-A”, a statement on the matters specified in funds or share premium or any other sources or kind of funds) by
paragraphs 3 and 4 of the said order, to the extent applicable. the group to or in any other person or entity, including foreign
entity (“Intermediaries”), with the understanding, whether
2. As required by section 143(3) of the Act, we report that:
recorded in writing or otherwise, that the Intermediary shall,
a) We have sought and obtained all the information and whether, directly or indirectly lend or invest in other persons or
explanations which to the best of our knowledge and belief entities identified in any manner whatsoever by or on behalf of
were necessary for the purpose of our audit of the aforesaid the group (“Ultimate Beneficiaries”) or provide any guarantee,
consolidated financial statements. security or the like on behalf of the Ultimate Beneficiaries;

b) In our opinion, proper books of account as required by law (ii) The respective Management of the holding company and
relating to preparation of the aforesaid consolidated financial its subsidiaries has represented to us that, to the best of its
statements have been kept so far as it appears from our knowledge and belief, no funds (which are material either
examination of those books and the reports of the other auditors. individually or in the aggregate) have been received by the
group from any person or entity, including foreign entity
c) The Consolidated Balance Sheet and Consolidated Statement of (“Funding Parties”), with the understanding, whether recorded
Profit and Loss (including other comprehensive), Consolidated in writing or otherwise, that the group shall, whether, directly or
Cash flow statement and Consolidated statement of changes indirectly, lend or invest in other persons or entities identified
in equity dealt with by this Report are in agreement with in any manner whatsoever by or on behalf of the Funding Party
the relevant books of account maintained for the purpose of (“Ultimate Beneficiaries”) or provide any guarantee, security or
preparation of the consolidated financial statements. the like on behalf of the Ultimate Beneficiaries;

d) In our opinion, the aforesaid consolidated financial statements (iii) Based on the audit procedures that have been considered
comply with the Accounting Standards specified under section reasonable and appropriate in the circumstances, nothing
133 of the Act, read Companies (Indian Accounting Standards) has come to our notice that has caused us to believe that the
Rules, 2015, as amended. representations under sub-clause (i) and (ii) of Rule11(e),
as provided under(i)and (ii) above, contain any material
e) On the basis of written representations received from the misstatement.
directors of the holding company as on March 31, 2023, and taken
on record by the Board of Directors of the holding company and (e) The interim dividend declared and paid by the holding company
the reports of the statutory auditors of the group companies, for the previous year is in accordance with the section 123 of the
none of the directors of the group companies is disqualified as act to the extent it applies to the payment of dividend.
on March 31, 2023, from being appointed as a director in term of
sub-section (2) of section 164 of the Companies Act, 2013. (f ) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for
maintaining books of account using accounting software which
f) With respect to the adequacy of the internal financial controls has a feature of recording audit trail (edit log) facility is applicable
over financial reporting of the group with reference to to the companies with effect from April 1, 2023, and accordingly,
these consolidated financial statements and the operating reporting under Rule 11(g) of Companies (Audit and Auditors)
effectiveness of such controls, refer to our separate Report in Rules, 2014 is not applicable for the financial year ended March
“Annexure B” to this report. 31, 2023.

g) With respect to the other matter to be included in the Auditor’s

report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rule, 2014, as amended, in our opinion and to the best For AKB Jain & Co.,
of our information and according to explanation given to us: Chartered Accountants
Firm Registration No. 003904C
(a) According to the information provided by the management,
there is no pending litigation which may impact the financial
position of the Company. As referred in Note No. 36 and Note Sd/-
No. 43 of the consolidated financial statements. Rahul Dewani
Partner
(b) The Group does not have long term contracts including BHOPAL Membership No. 435066
derivative contracts for which there are any material foreseeable Dated: 27.04.2023 UDIN : 23435066BGUVLD3907
losses.

109
SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE A
Referred to in paragraph “Report on other legal and regulatory requirement” of our Independent Audit Report on the
Consolidated Financial Statement of M/s. Som Distilleries and Breweries Limited

(xxi) Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies
included in the consolidated financial statements are:

Holding Company/ Clause number of the CARO report

S.No. Name CIN
Subsidiary Company which is qualified or is adverse

1. Som Distilleries & Breweries Limited L74899DL1993PLC052787 Holding Company (ii) (b)

For AKB Jain & Co.,

Chartered Accountants
Firm Registration No. 003904C

Sd/-
Rahul Dewani
Partner
BHOPAL Membership No. 435066
Dated: 27.04.2023 UDIN : 23435066BGUVLD3907

110 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
ANNEXURE B
Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the act”)
(Referred to in Para 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of even date)
In conjunction with our audit of the consolidated financial statements financial statements, is a process designed to provide reasonable
of M/s Som Distilleries & Breweries Limited, New Delhi (hereinafter assurance regarding the reliability of financial reporting and the
referred to as “the holding company”) as of and for the year ended preparation of consolidated financial statements for external purposes
March 31, 2023, we have audited the internal financial controls in accordance with generally accepted accounting principles.
with reference to consolidated financial statements of the holding
company and its subsidiaries companies, as of that date. A Company’s internal financial control with reference to consolidated
financial statements includes those policies and procedures that;
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL
CONTROLS (1) Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
The respective Company’s management and the Board of Directors the assets of the company;
are responsible for establishing and maintaining internal financial
controls based on the internal control with reference to consolidated (2) Provide reasonable assurance that transactions are recorded
financial statements based on the criteria established by the respective as necessary to permit preparation of financial statements in
company considering the essential components of internal control accordance with generally accepted accounting principles and
stated in the Guidance Note. that receipts and expenditures of the company are being made
only in accordance with authorizations of management and
These responsibilities include the design, implementation and directors of the Company; and
maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct (3) Provide reasonable assurance regarding prevention or timely
of its business, including adherence to the respective companies detection of unauthorized acquisition, use, or disposition of
policies, safeguarding the assets of the company, the prevention the Company’s assets that could have a material effect on the
and detection of frauds and errors, the accuracy and completeness consolidated financial statements
of the accounting records and timely preparation of reliable financial INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH
information’s, as required under the Companies Act 2013 (hereinafter REFERENCE TO CONSOLIDATED FINANCIAL STATEMENTS
referred to as “the Act”).
Because of the inherent limitations of internal financial controls
AUDITOR’S RESPONSIBILITY with reference to consolidated financial statements, including the
Our responsibility is to express an opinion on the internal financial possibility of collusion or improper management override of controls,
controls with reference to consolidated financial statements based material misstatements due to error or fraud may occur and not be
on our audit. We conducted our audit in accordance with the relevant detected. Also, projections of any evaluation of the internal financial
Guidance Note (Audit of Internal Financial Controls Over Financial controls with reference to consolidated financial statements, to
Controls) and the Standards on Auditing, both, issued by the ICAI future periods are subject to the risk that the internal financial control
and are deemed prescribed under sub-section (10) of the section 143 with reference to consolidated financial statements, may become
of the Act, to the extent applicable to an audit of internal financial inadequate because of changes in conditions, or that the degree of
controls with reference to consolidated financial statement. Those compliance with the policies or procedures may deteriorate.
Standards and the Guidance Note require that we comply with ethical OPINION
requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with In our opinion, the Holding Company and such companies
reference to consolidated financial statements, was established and incorporated in India which are its subsidiary companies, have , in all
maintained and if such controls operated effectively in all material material respects, adequate internal financial controls with reference to
respects. consolidated financial statements and such internal financial controls
were operating effectively as at 31 March 2023, based on the internal
Our audit involves performing procedures to obtain audit evidence financial controls with reference to consolidated financial statements
about the adequacy of the internal financial controls system criteria established by such companies considering the essential
with reference to consolidated financial statements, and their components of such internal controls stated in the Guidance Note on
operating effectiveness. Our audit of internal financial controls with Audit of Internal Financial Controls Over Financial Reporting issued by
reference to consolidated financial statements, included obtaining the Institute of Chartered Accountants of India (the “Guidance Note”).
an understanding of internal financial controls with reference to
consolidated financial statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating For AKB Jain & Co.,
effectiveness of internal control based on the assessed risk. The Chartered Accountants
procedures selected depend on the auditor’s judgement, including Firm Registration No. 003904C
the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. Sd/-
Rahul Dewani
We believe that the audit evidence we have obtained is sufficient and Partner
appropriate to provide a basis for our audit opinion on the internal BHOPAL Membership No. 435066
financial controls system with reference to consolidated financial Dated: 27.04.2023 UDIN : 23435066BGUVLD3907
statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE

TO CONSOLIDATED FINANCIAL STATEMENTS

A Company’s internal financial control with reference to consolidated

111
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
CONSOLIDATED BALANCE SHEET
AS AT 31ST MARCH 2023 (Rs. in Lakhs)

PARTICULARS NOTE AS AT 31.03.2023 AS AT 31.03.2022

ASSETS

(1) Non-current Assets

(a) Property, plant and equipment 3 39,069.68 40,522.79

(b) Capital work-in-progress 3 9,716.51 -

(c) Other intangible assets 4 38.52 61.87

(d) Financial assets

(i) Investments 5 0.01 -

(ii) Other financial assets 6 1,507.62 1,541.14

(e) Other non-current assets 7 1,905.25 969.54

Total non-current assets 52,237.59 43,095.34

(2) Current Assets

(a) Inventories 8 13,527.58 8,451.84

(b) Financial assets

(i) Trade receivables 9 14,214.80 11,579.40

(ii) Cash and cash equivalents 10 1,203.54 885.39

(iii) Other bank balances 11 60.14 63.44

(iv) Loans 12 - 143.90

(c) Current tax assets 13 253.88 181.62

(d) Other current assets 14 9,686.62 5,538.31

Total Current Assets 38,946.56 26,843.90

Total Assets 91,184.15 69,939.24

EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 15 3,688.23 3,499.34

(b) Other Equity 16 33,848.71 25,457.93

Total Equity 37,536.94 28,957.27

Liabilities

(1) Non-current Liabilities

(a) Financial Liabilities

(i)Borrowings 17 15,966.45 11,119.15

(ii) Other 18 4,778.29 473.91

(b) Deferred Tax Liabilities 19 1,125.41 106.89

(c) Provisions 31.45 24.43

Total non current liabilities 21,901.60 11,724.38

112 | SDBL ANNUAL REPORT 2022-23

 PARTICULARS NOTE AS AT 31.03.2023 AS AT 31.03.2022

(2) Current Liabilities

(a) Financial Liabilities

(i) Borrowings 21 8,253.04 8,612.69

(ii) Trade Payables 22 11,021.55 6,933.05

(iii) Other Financial Liabilities 23 5,499.17 12,620.88

(b) Other Current Liabilities 24 6,883.31 1,013.60

(c) Provisions 25 88.54 77.37

Total Current Liabilities 31,745.61 29,257.59

Total equity and liabilities 91,184.15 69,939.24

The accompanying notes form an integral part of the consolidated financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co., Chartered Accountants
For and on Behalf of the Board
Firm Registration No. 003904C
Sd/- Sd/- Sd/-
Rahul Dewani J.K. Arora Nakul K Sethi
Partner (Chairman & Managing Director) (Director)
Membership No. 435066 DIN - 00224633 DIN - 06512548
BHOPAL, Dated: 27.04.2023
UDIN : 23435066BGUVLD3907 Sd/- Sd/-
Rajesh Dubey Om Prakash
(Chief Financial Officer) (Company Secretary)

113
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
STATEMENT OF CONSOLIDATED PROFIT & LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
PARTICULARS NOTE YEAR ENDED 31.03.2023 YEAR ENDED 31.03.2022
Income
Revenue from operations 26 1,49,804.50 65,620.82
Other Income 27 133.19 29.52
Total Income 1,49,937.69 65,650.34
Expenses:
Cost of materials consumed 28 50,325.62 21,194.47
Purchase of stock-in-trade 29 - 394.98
Changes in inventories of finished goods, stock-in-trade and work-in-
30
progress (1,798.83) (851.81)
Excise duties 69,136.82 29,104.52
Employees remuneration & benefits 31 2,676.55 2,169.85
Finance costs 32 1,596.77 1,535.45
Depreciation & amortisations 33 1,701.09 1,677.77
Other expenses 34 19,254.68 11,679.38
Total expenses 1,42,892.70 66,904.61
Profit / (Loss) Before Tax 7,044.99 (1,254.27)
Tax Expenses
Current tax 659.34 -
Mat credit entitlement (659.34) -
Previous year taxes - 307.85
Deferred tax 1,014.76 (578.12)
Total tax 1,014.76 (270.27)
Profit/(Loss) for the year after tax 6,030.23 (984.00)
Other Comprehensive Income (OCI)
Items that will not be reclassified to profit or (loss) 14.42 14.92
lncome tax on above (3.75) (3.90)
10.67 11.02
Total Comprehensive Income for the year 6,040.90 (972.98)
Earnings per equity share of face value of Rs.5/- each 35
(1) Basic 8.47 (1.45)
(2) Diluted 8.40 (1.45)

The accompanying notes form an integral part of the consolidated financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN : UDIN: 23435066BGUVLD3907 (Chief Financial Officer) (Company Secretary)

114 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
PARTICULARS YEAR ENDED 31 MARCH, 2023 YEAR ENDED 31 MARCH, 2022
A. Cash flow from operating activities:

Net profit/ (loss) before tax 7,044.99 (1,254.27)

Adjustment for:

Depreciation & amortisations 1,701.09 1,677.77

Interest expense 1,596.77 1,535.45

Profit on sale of fixed assets - (0.73)

Loss on sale of fixed assets - 50.82

Operating profit before working capital changes 10,342.85 2,009.04

Movements in working capital:

Decrease/(increase) in inventories (5,075.74) (1,607.64)

Decrease/(increase) in trade receivables (2,635.41) 1,570.32

Decrease/(increase) in short term loans 143.90 3.24

Decrease/(increase) in other current assets (4,329.53) (747.61)

Decrease/(increase) in current tax assets (net) (72.26) 369.09

Increase/(decrease) in trade payables 4,088.51 (1,997.42)

Increase/(decrease) in other current financial liabilities (6,937.18) 1,263.39

Increase/(decrease) in other current liabilities 5,884.14 392.72

Increase/(decrease) in long term provisions 7.02 24.43

Increase/(decrease) in short term provisions 11.17 (46.58)

Cash generated from operating activity before taxes 1,427.47 1,232.98

Direct tax paid - (307.85)

Net cash flow from operating activities 1,427.47 925.13

B. Cash flow from investing activities:

Purchase of property, plant and equipment (9,941.13) (680.49)

Proceeds from sale of property, plant and equipment - 14.46

Decrease/(increase) in investment (0.01) -

Decrease/(increase) in non current assets (935.71) (5.94)

Decrease/(increase) in long term financial assets 33.52 69.52

Net cash flow from investing activities (10,843.33) (602.45)

115
 PARTICULARS YEAR ENDED 31 MARCH, 2023 YEAR ENDED 31 MARCH, 2022
C. Cash flow from financing activities:

Borrowings (net) 4,487.65 (1,089.10)

Increase/(decrease) in other long term liabilities 4,304.37 127.75

Proceeds from right shares issue - 1,749.67

Proceeds from preferential equity issue 2,720.00 -

Interest paid (1,596.77) (1,535.45)

Dividend paid (184.53) (10.88)

Dividend distribution tax - (62.64)

Net cash flow from financing activities 9,730.72 (820.65)

Net increase/(decrease) in cash and cash equivalents 314.86 (497.97)

Cash and cash equivalents at the beginning of the year 948.82 1,446.79

Cash and cash equivalents at the end of the year 1,263.68 948.82

Components of cash and cash equivalents

Cash in hand 223.60 40.48

With Banks - in current account 180.64 237.02

With Banks - in deposit account 799.30 607.88

Other bank balances 60.14 63.44

Total Cash and cash equivalents 1,263.68 948.82

The accompanying notes form an integral part of the consolidated financial statements.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co., Chartered Accountants
For and on Behalf of the Board
Firm Registration No. 003904C
Sd/- Sd/-
Sd/-
J.K. Arora Nakul K Sethi
Rahul Dewani (Partner)
(Chairman & Managing Director) (Director)
Membership No. 435066
DIN - 00224633 DIN - 06512548
BHOPAL, Dated: 27.04.2023
UDIN : 23435066BGUVLD3907 Sd/- Sd/-
Rajesh Dubey Om Prakash
(Chief Financial Officer) (Company Secretary)

116 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31ST MARCH 2023
A. EQUITY SHARE CAPITAL (Rs. in Lakhs)
Particulars “As at March 31, 2023” “As at March 31, 2022”
Balance at begning of the year 3,499.34 3,249.39
Changes in equity share capital 188.89 249.95
Balance at end of the year 3,688.23 3,499.34

B. OTHER EQUITY
(Rs. in Lakhs)
Reserves and Surplus Other
comprehensive
income
Particulars Capital Securities Retained Total
Actuarial gain /
Reserve Premium Earnings (loss)on employee
ben efit plans
through OCI
Balance as at April 1, 2021 39.30 14,223.99 10,663.58 4.33 24,931.20
Premium on issue of equity shares - 1,499.71 - - 1,499.71
Profit / (loss) during the year - - (984.00) - (984.00)
Re-measurment of defined benefit plant - - - 11.02 11.02
Balance as at March 31, 2022 39.30 15,723.70 9,679.58 15.35 25,457.93

Balance as at April 1, 2022 39.30 15,723.70 9,679.58 15.35 25,457.93

Premium on issue of equity shares - 2,531.11 - - 2,531.11
Profit / (loss) during the year - - 6,030.23 - 6,030.23
Re-measurment of defined benefit plant - - - 10.67 10.67
Dividends - - (181.23) - (181.23)
Balance as at March 31, 2023 39.30 18,254.81 15,528.58 26.02 33,848.71

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN: 23435066BGUVLD3907 (Chief Financial Officer) (Company Secretary)

117
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
1. GROUP INFORMATION being received. Revenue is measured at the fair value of the
consideration received or receivable net off returns, discounts
SOM Distilleries & Breweries Limited (the ‘Company’) is a and breakages, and taking into account contractually defined
public company domiciled in India and incorporated under terms of payment and excluding taxes or duties collected on
the provisions of Companies Act, 1956. Its shares are listed on behalf of the Government. The Group has concluded that it is the
the National Stock Exchange and Bombay Stock Exchange. The principal in all of its revenue arrangements since it is the primary
Company is engaged in the manufacture and sale of Beer and obligor in all the revenue arrangements as it has pricing latitude
Indian Made Foreign Liquor (IMFL). The Company is a market and is also exposed to inventory and credit risks.
leader in Beer in the State of Madhya Pradesh. The Company
caters to both domestic and international markets. Based on the Educational Material on Ind AS 115 issued by the
Institute of Chartered Accountants of India (“ICAI”), the recovery
The Company and its subsidiaries (Referred to as ‘Group’ herein of excise duty flows to the Company on its own account and
under) have been considered in these consolidated financial hence is a liability of the manufacturer which forms part of the
statements. The Company has following wholly owned cost of production, irrespective of whether the goods are sold or
subsidiaries: not. Since the recovery of excise duty flows to the Group on its
own account, revenue includes excise duty. However, sales tax/
i) Woodpecker Distilleries & Breweries Private Limited
value added tax (VAT), goods and services tax are not received
ii) Som Distilleries and Breweries Odisha Private Limited by the Group on its own account and are taxes collected on
value added to the commodity by the seller on behalf of the
The Group is engaged in the manufacture and sale of Beer and government. Accordingly, these are excluded from revenue.
Indian Made Foreign Liquior (IMFL).
2.04 Expenditure
2. SIGNIFICANT ACCOUNTING POLICIES
Expenses are accounted for on accrual basis and provision is
2.01 Basis for preparation made for all known losses and liabilities.
These consolidated financial statements have been prepared in 2.05 Property, plant and equipment
accordance with Indian Accounting Standards (Ind AS) under the
historical cost convention on the accrual basis, and the provisions Property, plant and equipment is stated at cost, net of
of the Companies Act, 2013 (‘Act’) to the extent notified. The Ind accumulated depreciation and accumulated impairment losses,
AS are prescribed under section 133 of the Act read with Rule if any. Costs directly attributable to acquisition are capitalized
3 of Companies (Indian Accounting Standards) Rules, 2015 and until the property, plant and equipment are ready for use, as
subsequent amendments thereof. intended by the Management.

All assets and liabilities have been classified as current or The Group depreciates property, plant and equipment over
non-current as per the Group’s normal operating cycle and their estimated useful lives using the straight line method. The
other criteria set out in the Schedule III to the Companies Act, estimated useful lives of assets are as follows:
2013. Based on the nature of products and the time between
acquisition of assets for processing and their realization in cash Asset class Useful Life (in years)
and cash equivalents, the Group has ascertained its operating
cycle as 49 days for the purpose of current/ non-current Building and civil work
classification of assets and liabilities. Roads 10

2.02 Key accounting estimates and judgments Labour Quarters 15

Factory Buildings 30
The preparation of standalone financial statements requires
management to make judgments, esitmates and assumptions Computer Hardware 3
in the application of accounting policies that affect the reported Electrical Installation 25
amounts of assets, liabilities, income and expeses. Actual results
may differ from these estimates. Continuous evaluation is done Furniture and Fixtures 10
on the estimation and judgements based on historical experience Office Equipment 5
and other factors, including expectations of future events that
Plant & Machinery 25
are believed to be reasonable. Revisions to accounting estimates
are recognized preospectively. Tubwell 5
Vehicles 8
2.03 Revenue recognition
The residual values, useful lives and methods of depreciation and
Revenue from contracts with customers is recognised when
amortization of property, plant and equipment and intangible
control of the goods or services are transferred to the customer
assets are reviewed at each financial year end and adjusted
at an amount that reflects the consideration to which the Group
prospectively, if appropriate.
expects to be entitled in exchange for those goods or services.
2.06 Cash and cash equivalents
Revenue is recognized to the extent it is probable that the
economic benefits will flow to the Group and the revenue Cash and cash equivalent in the balance sheet and cash flow
can be reliably measured, regardless of when the payment is

118 | SDBL ANNUAL REPORT 2022-23

 statement comprise cash at banks and on hand and short-term performance incentives and compensated absences.
deposits with an original maturity of three months or less, which
are subject to an insignificant risk of changes in value. Post-Employment Benefits

2.07 Impairment Defined Contribution Plans

i) Financial Assets (other than at fair value) A defined contribution plan is a post-employment benefit plan
under which the Group pays specified contributions to a separate
The Group assesses at each date of balance sheet whether a entity. The Group makes specified monthly contributions
financial asset or a company of financial assets is impaired. IND towards Provident Fund. The Group has no obligation other than
AS 109 required expected credit losses to be measured through the contribution payable to the Provident Fund.
a loss allowance. The Group recognizes lifetime expected losses
for all contract assets and/or all trade receivables that do not The Group’s contribution is recognised as an expense in the
constitute of financial transaction. For all other financial asset, Statement of Profit and Loss during the period in which the
expected credit losses are measured at an amount equal to the employee renders the related service.
12 month expected credit losses or at an amount equal to the
Defined Benefit Plans
lifetime expected credit losses if the credit risk on the financial
asset has increased significantly since initial recognition. Gratuity liability is a defined benefit obligation and is provided
for on the basis of an actuarial valuation done as per projected
ii) Non-financial assets
unit credit method, carried out by an independent actuary at the
Tangible and Intangible assets end of the year.

Property, plant and equipment and intangible assets with Net interest is calculated by applying the discount rate to the
finite life are evaluated for recoverability whenever there is any net defined benefit liability or asset. The Group recognises
indication that their carrying amounts may not be recoverable. If the following changes in the net defined benefit obligation as
any such indication exists the recoverable amount (i.e. higher of an expense in the statement of profit and loss - Service costs
the fair value less cost to sell and the value-in-use) is determined comprising current service costs, past-service costs, gains and
on an individual asset basis unless the asset does not generate losses on curtailments and non-routine settlements and net
cash flow that are largely independent of those from other interest expense or income.
assets.In such, the recoverable amount is determined for the
Remeasurements, comprising actuarial gains and losses, the
cash generating unit (CGU) to which the asset belongs.
effect of the asset ceiling, excluding amounts included in net
If the recoverable amount of the asset (or CGU) is estimated to interest on the net defined benefit liability and the return on
be less than its carrying amount of the asset (or CGU) is reduced plan assets (excluding amounts included in net interest on
to its recoverable amount. An important loss is recognized in the the net defined benefit liability), are recognised immediately
statement of profit and loss. in the balance sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which they
2.08 Inventories occur. Remeasurements are not reclassified to profit or loss in
subsequent periods.
Inventories are stated at lower of cost and net realizable value.
Costs are arrived at as follows: 2.11 Taxes on Income

(i) Raw materials, consumables, packing material, stores and Current income tax
spares on weighted average basis.
Current income tax liabilities are measured at the amount
(ii) Stock in process and finished goods taking into account expected to be paid to the tax authorities in accordance with
the annual average cost of materials consumed, direct the Income-tax Act, 1961. The tax rates and tax laws used to
production expenses, interest, depreciation and related compute the amount are those that are enacted or substantively
Government duties. enacted, at the reporting date.

Net realizable value is the estimated selling price in the ordinary Current income tax relating to items recognized outside profit
course of business, less estimated costs of completion and or loss is also recognised outside profit or loss (either in OCI or in
estimated costs necessary to make the sale. equity in correlation to the underlying transaction). Management
periodically evaluates positions taken in the tax returns with
2.09 Foreign Currency Transactions respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions, where
The functional currency of the Group is the Indian rupee (INR).
appropriate.
These financial statements are presented in INR.
Deferred tax
Transactions in foreign currencies are initially recorded by the
Group at their respective functional currency spot rates at the Deferred tax is provided using the liability method on temporary
date the transaction first qualifies for recognition. differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the
Monetary assets and liabilities denominated in foreign currencies
reporting date.
are translated at the functional currency spot rates of exchange
at the reporting date. Exchange differences arising on settlement Deferred tax assets are recognised for all deductible temporary
or translation of monetary items are recognised as income or differences, the carry forward of business losses and unabsorbed
expenses in the period in which they arise. depreciation. Deferred tax assets are recognised to the extent
that it is probable that taxable profit will be available against
2.10 Retirement and other employee benefits
which the deductible temporary differences and the carry
Short Term Employee Benefits forward of business losses and unabsorbed depreciationcan be
utilised.
The undiscounted amount of short term employee benefits
expected to be paid in exchange for the services rendered by The carrying amount of deferred tax assets is reviewed at each
employees are recognized as an expense during the period reporting date and reduced to the extent that it is no longer
when the employees render the services. These benefits include probable that sufficient taxable profit will be available to allow

119
 all or part of the deferred tax asset to be utilised. Unrecognised 2.15 Earnings per equity share (‘EPS’)
deferred tax assets are re-assessed at each reporting date and are
recognised to the extent that it has become probable that future Basic EPS amounts are calculated by dividing the profit for the
taxable profits will allow the deferred tax asset to be recovered. year attributable to equity holders by the weighted average
number of equity shares outstanding during the year.
Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the year when the asset is realised Diluted EPS amounts are calculated by dividing the profit
or the liability is settled, based on tax rates (and tax laws) that attributable to equity holders by the weighted average number
have been enacted or substantively enacted at the reporting of equity shares outstanding during the year plus the weighted
date. average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity
Deferred tax relating to items recognised outside profit or loss shares.
is recognised outside profit or loss (either in OCI or in equity).
Deferred tax items are recognised in correlation to the underlying 2.16 Financial Instruments
transaction either in OCI or directly in equity.
A financial instrument is any contract that gives rise to a financial
Deferred tax assets and deferred tax liabilities are offset if a asset of one entity and a financial liability or equity instrument of
legally enforceable right exists to set off current tax assets another entity.
against current tax liabilities and the deferred taxes relate to the
Financial assets and liabilities are recognised when the group
same taxable entity and the same taxation authority.
becomes a party to the contractual provisions of the instrument.
2.12 Provisions Financial assets and liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition
Provisions are recognised when the Group has a present or issue of financial assets and financial liabilities (other than
obligation (legal or constructive) as a result of a past event; it financial assets and financial liabilities at fair value through profit
is probable that an outflow of resources embodying economic or loss) are added to or deducted from the fair value measured
benefits will be required to settle the obligation and a reliable on initial recognition of financial asset or financial liability.
estimate can be made of the amount of the obligation. When
the Group expects some or all of a provision to be reimbursed, Financial assets at amortised cost
for example, under an insurance contract, the reimbursement
Financial assets are subsequently measured at amortised cost if
is recognised as a separate asset, but only when the
these financial assets are held within a business whose objective
reimbursement is virtually certain. The expense relating to a
is to hold these assets in order to collect contractual cash flows
provision is presented in the statement of profit and loss net of
and the contractual terms of financial asset gave rise on specified
any reimbursement, if any.
dates to cash flows that are solely payments of principal and
2.13 Contingent liabilities interest on principal amount outstanding.

A contingent liability is a possible obligation that arises from past Financial asset at fair value through other comprehensive
events whose existence will be confirmed by the occurrence or income
non-occurrence of one or more uncertain future events beyond
Financial assets are measured at fair value through other
the control of the Company or a present obligation that arises
comprehensive income if these financial assets are held within
from past events but is not recognised because it is not probable
a business whose objective is achieved by both collecting
that an outflow of resources will be required to settle the
contractual cash flows on specified dates that are solely payments
obligation. A contingent liability also arises in extremely rare
of principal and interest on principal amount outstanding and
cases where there is a liability that cannot be recognised because
selling financial assets.
it cannot be measured reliably. The Group does not recognize a
contingent liability but discloses its existence in the standalone Financial assets at fair value through profit or loss
financial statements.
Financial assets are measured at fair value through profit or loss
2.14 Borrowing costs unless it measured at amortised cost or at fair value through other
comprehensive income on initial recognition. The transaction
Borrowing costs directly attributable to the acquisition,
costs directly attributable to the acquisition of financial assets
construction or production of an asset that necessarily takes
and liabilities at fair value through profit and loss immediately
a substantial period of time to get ready for its intended use
recognized in statement of profit and loss.
or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Financial liabilities
Borrowing costs consist of interest and other costs that an entity
incurs in connection with the borrowing of funds. Borrowing Financial liabilities which carry a floating rate of interest are
cost also includes exchange differences to the extent regarded measured at amortised cost using the effective interest method.
as an adjustment to the borrowing costs. These exchange
difference are presented in finance cost to the extent which the Equity Instruments
exchange loss does not exceed the difference between the cost An equity instrument is a contract that evidences residual
of borrowing in functional currency when compared to the cost interest in the asset of the company after deducting all its
of borrowing in a foreign currency. liabilities. Equity instrument by the company are recognised at
the proceeds received net of direct issue cost.

120 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023
3. Property, Plant and Equipment
(Rs. in Lakhs)
Buildings Furniture Capital
Land Plant & Office
& civil & Vehicles Total Work in Grand Total
freehold machinery equipment
works fixtures Progress
Gross Block
Balance as at April 1, 2021 2,013.06 10,158.49 35,825.76 95.24 239.23 1,091.51 49,423.29 217.69 49,640.98
Additions 133.62 193.49 564.50 0.20 4.02 - 895.83 (217.69) 678.14
Disposals & Adjustments - - 104.10 - - 45.47 149.57 - 149.57
Balance as at
2,146.68 10,351.98 36,286.16 95.44 243.25 1,046.04 50,169.55 - 50,169.55
March 31, 2022
Additions 124.86 6.74 79.12 - 13.90 - 224.62 9,716.51 9,941.13
Disposals & Adjustments - - - - - - - - -
Balance as at
2,271.54 10,358.72 36,365.28 95.44 257.15 1,046.04 50,394.17 9,716.51 60,110.68
March 31, 2023

Accumulated
Depreciation
Balance as at April 1, 2021 - 1,492.01 5,693.40 41.78 160.23 689.36 8,076.78 - 8,076.78
Additions - 305.09 1,227.14 7.13 34.04 81.60 1,655.00 - 1,655.00
Disposals & Adjustments - - 41.83 - - 43.19 85.02 - 85.02
Balance as at
- 1,797.10 6,878.71 48.91 194.27 727.77 9,646.76 - 9,646.76
March 31, 2022
Additions - 312.32 1,249.79 7.15 26.87 81.60 1,677.73 - 1,677.73
Disposals & Adjustments - - - - - - - - -
Balance as at
- 2,109.42 8,128.50 56.06 221.14 809.37 11,324.49 - 11,324.49
March 31, 2023

Net Block
Balance as at March 31,
2,146.68 8,554.88 29,407.45 46.53 48.98 318.27 40,522.79 - 40,522.79
2022
Balance as at March 31,
2,271.54 8,249.30 28,236.78 39.38 36.01 236.67 39,069.68 9,716.51 48,786.19
2023

3.1 Ageing of Capital work in progress

Additions (Rs. in Lakhs)

Particuarls < 1 year 1 - 2 year 2 - 3 year > 3 year Total

Cane line palnt and machinery 9,716.51 - - - 9,716.51

Balance as at April 1, 2021 (Rs. in Lakhs)

Particuarls < 1 year 1 - 2 year 2 - 3 year > 3 year Total

Cane line palnt and machinery - - - - -

121
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
4. Intangible Assets (Rs. in Lakhs)

ERP-Computer Intengible assets under

Total
softwares development
Gross Block
Balance as at April 1, 2021 142.58 - 142.58
Additions 4.72 - 4.72
Disposals & Adjustments - - -
Balance as at March 31, 2022 147.30 - 147.30
Additions - - -
Disposals & Adjustments - - -
Balance as at March 31, 2023 147.30 - 147.30

Accumulated Amortisation
Balance as at April 1, 2021 62.66 - 62.66
Additions 22.77 - 22.77
Disposals & Adjustments - - -
Balance as at March 31, 2022 85.43 - 85.43
Additions 23.35 - 23.35
Disposals & Adjustments - - -
Balance as at March 31, 2023 108.78 - 108.78

Net Block
Balance as at March 31, 2022 61.87 - 61.87
Balance as at March 31, 2023 38.52 - 38.52

122 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023 (Rs. in Lakhs)
Particulars As At 31.03.2023 As At 31.03.2022
5. Investment - Non Current
Investment in Mutual Fund 0.01 -
Total 0.01 -
6 Other Financial Assests
Non Current
Security deposits considered good - unsecured 1,507.62 1,541.14
Total 1,507.62 1,541.14
7. Other Non-Current Financial Assets
Capital Advances 1,905.25 969.54
Total 1,905.25 969.54
8. Inventories
Raw materials 2,135.88 1,272.18
Stores, Consumables & packing materials 5,570.81 3,157.60
Stock in process 1,505.57 1,446.20
Finished goods 4,315.32 2,575.86
Total 13,527.58 8,451.84
9. Trade Receivables
Trade receivables considered good - unsecured 14,214.80 11,579.40
Total 14,214.80 11,579.40

Trade receivables ageing schedule for the year ended as on March 31, 2023
Outstanding for following periods from due date of payments
Particulars Less than 6 6 months to 1 More than 3
1-2 years 2-3 years Total
months year year
Undisputed trade Receivables -
considered good 13,630.34 376.61 143.88 63.97 - 14,214.80

Trade receivables ageing schedule for the year ended as on March 31, 2022
Outstanding for following periods from due date of payments
Particulars Less than 6 6 months to 1 More than 3
1-2 years 2-3 years Total
months year year
Undisputed trade Receivables -
considered good 11,196.14 312.64 70.62 - - 11,579.40

Particulars As At 31.03.2023 As At 31.03.2020

10.
Cash and Cash Equivalents
Cash in hand 223.60 40.48
Balance With Scheduled Banks
Current Accounts 180.64 237.03
Deposit Accounts 799.30 607.88
Total 1,203.54 885.39

123
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
Particulars As At 31.03.2023 As At 31.03.2022
11. Other Bank Balances
Unpaid Dividend Accounts 60.14 63.44
Total 60.14 63.44
12. Loans
Current
Loans and advances to related parties - considered good - 143.90
Total - 143.90
13. Current Tax Assets
Balance with revenue authority 253.88 181.62
Total 253.88 181.62
14. Other Current Assets
Staff Advances 164.30 89.87
Prepaid Expenses 2,600.97 1,596.09
Advances to suppliers 5,892.09 3,364.17
Advances to Related Parties - 125.92
MAT Credit Entitlement 707.84 48.50
Other Assets 321.42 313.76
Total 9,686.62 5,538.31
15. Equity Share Capital
Authorized
8,00,00,000 Equity Shares of Rs. 5/- each 4,000.00 4,000.00
[Previous year-8,00,00,000 Equity Shares of Rs. 5/- each]
Issued, Subscribed and Fully Paid
7, 37, 64, 573 Equity Shares of Rs. 5/- each
[Previous year 6, 99, 86, 796 Equity Shares of Rs. 5/- each] 3,688.23 3,499.34

Par Value Per Share:

The Company has only one class of equity shares having par value of Rs. 5/- each.

Reconcillation of No. of Shares:

No. of shares as on No. of shares as on

Particulars
31.03.2023 31.03.2022
Equity share at the beginning of the year 6,99,86,796 6,49,87,738
Add : Issued during the year* 37,77,777 49,99,058
Less: Buyback during the year - -
Equity share at the end of the year 7,37,64,573 6,99,86,796

*Note-

For Period ending on 31.03.2023- “The company has alloted equity share persunt to conversion of warrants on 18.11.2022 and 09.12.2022”
For Period ending on 31.03.2022- “The company has alloted equity share persunt to right issue on 14.02.2022”

Terms/Rights attached to the shares

The Company has only one class of Equity Shares having par value of Rs.5/- per share. Each shareholder is entitled to one vote per share held. In
the event of liquidation, the equity shareholders are entitled to receive the remaining assets of the company after the distribution of all preferential
amounts, in proportion to their shareholding.

124 | SDBL ANNUAL REPORT 2022-23
Details of Shareholders holding more than 5% Shares in the Company.

As at 31.03.2023 As at 31.03.2022
Name of Shareholders
No. of Shares % No. of Shares %
Sh. Jagdish Kumar Arora 1,36,12,809 18.45% 1,03,49,509 14.79%
Som Distilleries Private Limited 68,35,559 9.27% 68,35,559 9.77%

Shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment : NIL

Aggregate number of Bonus Shares issued, Shares issued for consideration other than cash and shares bought back during the period from five
years immediately preceeding the reporting date - NIL

Terms of conversion of any securities into equity/preference shares :

The company has neither Convertible prefernce shares nor debentures as on date of financial statement.
Calls unpaid:
As on date there are no unpaid calls are pending for payment. All the issued Equity Shares are fully paid.
Forfeited shares:
No equity shares of the Company have been forfeited.
Shareholding of Promoters
Changes in promoters holding during the year ended at March 31, 2023

As at March As at March
Promoter name 31, 2023 31, 2022 % of Changes
No. of Shares % of total shares No. of Shares % of total shares
Jagdish Kumar Arora 1,36,12,809 18.45% 1,03,49,509 14.03% 31.53%
Som Distilleries Private Limited 68,35,559 9.27% 68,35,559 9.27% 0.00%
Ajay Kumar Arora 14,80,370 2.01% 14,80,370 2.01% 0.00%
Aalok Deep Finance Private Limited 11,02,200 1.49% 11,02,200 1.49% 0.00%
Deepak Arora 7,94,010 1.08% 1,36,270 0.18% 482.67%
Sunita Arora 3,07,046 0.42% 3,07,046 0.42% 0.00%
Natasha Arora 2,89,486 0.39% 2,89,486 0.39% 0.00%
Surjeet Lal 1,532 0.00% 1,532 0.00% 0.00%
Sweena Arora 88 0.00% 88 0.00% 0.00%
Total 2,44,23,100 33.11% 2,05,02,060 27.79% 19.13%

Particulars As At 31.03.2022 As At 31.03.2021

16. Other Equity
Share application money pending allotment (non-refundable) - -
Capital reserve 39.30 39.30
Securities premium 18,254.81 15,723.70
Actuarial gain / (loss)on employee benefit plans through OCI:
Balance at the beginning of the year 15.35 4.33
Other comprehensive income for the year 10.67 11.02
Balance at the end of the year 26.02 15.35
Retained earnings:
Balance at the beginning of the year 9,679.58 10,663.58
Add: Profit/(loss) for the year after tax 6,030.23 (984.00)
Less: Final dividend paid (181.23) -
Less: Dividend distribution tax -
Balance at the end of the year 15,528.58 9,679.58
Total 33,848.71 25,457.93

Nature and description of reserve:

• Capital reserve: Amount forteited against share warrants is recognised in Capital reserve

• Securities premium: The amount received in excess of face value of the equity shares is recognised in Securities premium.

• Retained earnings: Remaining portion of profits earned or accumulated losses by the Company till date after appropriations.

125
SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
Non-current maturities Current Maturities
Particulars As At As At As At As At
31.03.2023 31.03.2022 31.03.2023 31.03.2022
17. Non-current borrowings
Secured loans
Term loans from banks 5,049.90 5,312.15 2,236.73 1,931.13
Vehicle loans from banks - 3.22 - 5.66

Unsecured loans
From related parties 4,473.18 1,765.30 - -
From others 6,443.37 4,038.48 - -

Total 15,966.45 11,119.15 2,236.73 1,936.79

Notes:

• Term loans from banks are secured by way of pari passu charged on factory land & building and plant & machinery.

• Interest on vehicle loans varies from 8.95% to 10.75% per annum. Tenor of these loans ranges from 3 to 5 years. Respective vehicles have
been hypothecated to the lending institutions to secure their loans. Repayment of these loans is regular as per the fixed equated monthly
installments.

As At 31.03.2023 As At 31.03.2022
18. Other Financial Liabilities
Non Current
Security Deposits and Retention considered as good - unsecured 4,778.29 473.91
Total 4,778.29 473.91
19. Deferred tax liabilities (net)
Deferred tax liabilities:
Difference between depreciation as per books of account and the Income Tax
4,089.32 4,150.45
Act 1961.
Others
4,089.32 4,150.45
Deferred tax assets:
Impact of expenditure charged to the Statement of Profit and Loss in the
433.77 21.64
current year but allowed for tax purposes on payment basis
Unabsorbed depreciation & carried forward losses 2,530.14 4,021.92
2,963.91 4,043.56
Total 1,125.41 106.89

Notes:

(a) Deferred tax assets are recognized to the extent that it is porbable that sufficient taxable profit will be available against which the carried
forward lossess and unabsorbed depreciation can be utlized.

(b) Deferred tax assets and deferred tax liabilities have been offset wherever the Company has a legally enforceable right to set off current tax
assets against current tax liabilities.

(c) Deferred tax assets and deferred tax liabilities relate to income taxes leived by the same taxation authority.

126 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)

Particulars Year Ended 31.03.2023 Year Ended 31.03.2022

19.1 Tax expense recognised in the Statement of Profit and Loss and OCI
Current tax (net of MAT credit entitlement) - -
Deferred tax:
Origination and reversal of temporary difference through profit and loss 1,014.76 (578.12)
Origination and reversal of temporary difference through other
3.75 3.90
comprehensive income
Total deferred tax expenses / (credit) 1,018.51 (574.22)
Tax relating to earlier year - 307.85
Total tax expenses / (credit) 1,018.51 (266.37)
20. Provisions

- Non current

Employee Benefits

Gratuity 31.45 24.43

Total 31.45 24.43

21. Current borrowings

Secured

Cash Credit from Bank 6,016.31 6,675.90

(Secured by way of hypothecation of entire current assets of the
company)
Current maturities of long-term borrowing 2,236.73 1,936.79

Total 8,253.04 8,612.69

22. Trade Payables

MSME - -

Other than MSME 11,021.55 6,933.05

Total 11,021.55 6,933.05

Trade payables ageing schedule As at March 31, 2023

Outstanding for following periods from due date of payment

Particulars
Not due Less than 1 years 1 - 2 years 2 - 3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others 9,084.27 771.40 710.65 227.85 227.38 11,021.55

Trade payables ageing schedule As at March 31, 2022

Outstanding for following periods from due date of payment

Particulars
Not due Less than 1 years 1 - 2 years 2 - 3 years More than 3 years Total
(i) MSME - - - - - -
(ii) Others 5,080.67 683.57 891.51 79.13 198.17 6,933.05

127
 Particulars Year Ended 31.03.2023 Year Ended 31.03.2022
23. Other financial liabilities
- Current
Unpaid dividend 60.14 63.45
Bank overdraft 644.31 386.00
Expenses & other payables 4,794.72 12,171.43
Total 5,499.17 12,620.88
24. Other current liabilities
Advances from customers 856.60 714.46
Statutory dues payable 6,026.71 299.14
Total 6,883.31 1,013.60
25. Provisions
- Current
Employee Benefits
Gratuity 11.13 9.79
Other Employee Benefits 77.41 67.58
Total 88.54 77.37
26. Revenue from operations
Sale of Products (including Excise duty) 1,48,899.66 65,380.61
Other Operational revenues 904.84 240.21
Total 1,49,804.50 65,620.82
27. Other income
Interest 39.40 24.79
Rent Received 2.07 -
Profit on Sale of Fixed Assets - 0.73
Other Revenues 91.72 4.00
Total 133.19 29.52
28. Cost of Materials consumed
Opening Stocks 4,429.78 3,673.95
Add: Purchases 53,602.53 21,950.30
Less: Closing Stocks (7,706.69) (4,429.78)
Total 50,325.62 21,194.47
29. Purchase of stock in trade - 394.98
30. Changes in inventories of finished goods, stock-in-trade and work-in-
progress
Opening stock:
Stock in process 1,446.20 944.04
Finished goods 2,575.86 2,226.21
4,022.06 3,170.25
Closing stock:
Stock in process 1,505.57 1,446.20
Finished goods 4,315.32 2,575.86
5,820.89 4,022.06
Increase / (Dcrease) in inventories (1,798.83) (851.81)
31. Employee remuneration & benefits
Salaries, allowances & bonus 2,489.41 2,035.16
Employer's contribution to Provident & Gratuity Fund 114.41 93.46
Staff welfare expenses 72.73 41.23
Total 2,676.55 2,169.85

128 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31ST MARCH 2023 (Rs. in Lakhs)

Year ended Year ended

Particulars
March 31, 2023 March 31, 2022
30.1 Defined benefit plan
The required disclosures of employees benefits as per Ind AS – 19 are
given hereunder:-
(i) In respect of Short Term Employee Benefits:
The Company has at present only the scheme of cumulative benefit
of leave encashment payable at the end of each calendar year and the
same have been provided for on accrual basis.
(ii) In respect of Defined Benefit Scheme (Based on Actuarial Valuation)
of Gratuity:

Table Showing Changes in Present Value of Obligations:

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Present value of the obligation at the beginning of the period 100.13 89.91
Interest cost 7.26 6.52
Current service cost 21.45 19.41
Past Service Cost - -
Benefits paid (if any) (2.39) -
Actuarial (gain)/loss (14.47) (15.71)
Present value of the obligation at the end of the period 111.98 100.13

Key results:
Particulars Year ended March 31, 2023 Year ended March 31, 2022
Present value of the obligation at the end of the period 111.98 100.13
Fair value of plan assets at end of period 69.38 65.90
Net liability/(asset) recognized in Balance Sheet and related analysis 42.60 34.23
Funded Status - Surplus/ (Deficit) (42.60) (34.23)

Expense recognized in the statement of Profit and Loss:

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Interest cost 7.26 6.52
Current service cost 21.45 19.41
Past Service Cost - -
Expected return on plan asset (4.94) (4.47)
Expenses to be recognized in P&L 23.77 21.46

Other comprehensive (income)/expenses (Re-measurement)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Cumulative unrecognized actuarial (gain)/loss opening. B/F (9.29) 5.63
Actuarial (gain)/loss - obligation (14.47) (15.71)
Actuarial (gain)/loss - plan assets 0.05 0.79
Total Actuarial (gain)/loss (14.42) (14.92)
Cumulative total actuarial (gain)/loss C/F (23.71) (9.29)

129
 Table showing changes in the Fair Value of Planned Assets
Particulars Year ended March 31, 2023 Year ended March 31, 2022
Fair value of plan assets at the beginning of the period 65.90 61.72
Expected return on plan assets 4.94 4.47
Contributions 0.98 0.50
Benefits paid (2.39) -
Actuarial gain/(loss) on plan assets (0.05) (0.79)
Fair value of plan assets at the end of the period 69.38 65.90

Table showing Fair Value of Planned Assets

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Fair value of plan assets at the beginning of the period 65.90 61.72
Expected return on plan assets 4.94 4.47
Contributions 0.98 0.50
Benefits paid (2.39) -
Actuarial gain/(loss) on plan assets (0.05) (0.79)
Fair value of plan assets at the end of the period 69.38 65.90

Actuarial Gain/(Loss) on Planned Assets

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Actual return on plan assets 4.89 3.68
Expected return on plan assets 4.94 4.47
Actuarial gain/(loss) (0.05) (0.79)

The assumptions employed for the calculations are tabulated

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Discount rate 7.50 % per annum 7.25 % per annum
Salary Growth Rate 5.00 % per annum 5.00 % per annum
Mortality IALM 2012-14 IALM 2012-14
Withdrawal rate (Per Annum) 5.00% p.a 5.00% p.a

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant
facts.
Funding arrangements and funding policy
The company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries
out a funding valuation based on the latest employee data provided by the company. Any deficit in the assets arising as results of such valuation is
funded by the company.
Expected contribution during the next annual reporting period

Particulars Year ended March 31, 2023 Year ended March 31, 2022
The Company’s best estimate of Contribution during the next year 31.28 26.22
Sensitivity Analysis:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase rate. Effect
of change in mortality rate is negligible. Please note that the sensitivity analysis presented below may not be representative of the actual change
in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions
may be correlated. The results of sensitivity analysis are given below:

Particulars As on March 31, 2023

Defined Benefit Obligation (Base) 79,18,543 @ Salary Increase Rate : 5%, and discount rate :7.5%
Liability with x% increase in Discount Rate 74,77,326; x=1.00% [Change (6)% ]
Liability with x% decrease in Discount Rate 84,12,718; x=1.00% [Change 6% ]
Liability with x% increase in Salary Growth Rate 84,20,244; x=1.00% [Change 6% ]
Liability with x% decrease in Salary Growth Rate 74,63,358; x=1.00% [Change (6)% ]
Liability with x% increase in Withdrawal Rate 79,60,115; x=1.00% [Change 1% ]
Liability with x% decrease in Withdrawal Rate 78,69,725; x=1.00% [Change (1)% ]

130 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023
(Rs. in Lakhs)
Year Ended Year Ended
Particulars
31.03.2023 31.03.2022
32. Finance Costs
Interest to Bank & FIs 1,414.39 1,479.81
Interest to Others 36.02 55.64
Bank Charges 146.36 -
Total 1,596.77 1,535.45
33. Depreciation & amortisations
Depreciation on property, plant and equipment 1,677.74 1,655.00
Amortisation on intengible assets 23.35 22.77
Total 1,701.09 1,677.77
34. Other Expenses
Power and fuel 3,399.10 1,619.65
Labour 1,425.31 712.21
Rent 92.44 144.31
Repairs
Buildings 1.35 -
Machinery 996.90 495.74
Others 139.28 72.27
Insurance 70.46 93.94
Rates and taxes (Other than on income) 2,603.72 1,745.47
Other Manufacturing Exp 177.95 100.41
Auditors Remuneration
(a) Audit fees 4.35 3.46
Donations 135.98 30.52
Corporate Social Responsibility - 23.50
Travelling & Conveyance 478.50 290.00
Legal & Professional 294.53 269.86
Sales promotion 3,707.12 3,015.12
Advertisement & Publicity 111.30 37.11
Freight outward 4,718.26 2,248.89
Other selling expenses 649.86 469.54
General expenses 135.26 191.82
Loss-Sale of Asset - 50.82
Postage, Telegrams & Telephones 31.34 24.65
Vehicle Running & Maintenance 81.67 40.09
Total other expenses 19,254.68 11,679.38
35. Basic and diluted shares used In computing earning per Share:
(a) Basic Earning per share
Total Comprehensive Income for the year 6,040.90 (972.98)
Weighted average number of equity shares outstanding 7,12,89,840 6,69,03,392
8.47 (1.45)
(b) Diluted Earning per Share
Total Comprehensive Income for the year 6,040.90 (972.98)

131
 Weighted average number of equity shares outstanding 7,19,34,724 6,69,03,392
8.40 (1.45)
36. Contingent Liabilities
i) Claims against the Company not acknowledged as debts/ disputed *
• Commercial Tax Department 60.71 60.71
• Income Tax Department 2,279.77 1,989.82
ii) Guarantees given by Bankers on behalf of the Company not provided for 1,738.90 1,178.67
iii) Corporate guarantee given to banks on behalf of others 2,136.00 2,136.00

* The Group has reviewed its pending litigations and expects that the outcome of the proceedings will not have any material effect on its financial
positions.
37. Financial Instruments
The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and
expenses are recognized, in respect of each class of financial asset, financial liability and equity instruments are disclosed.
A. Financial assets and liabilities
The break-up of financial assets and liabilities carried at amortized cost are as follows:

Particulars As at March 31, 2023 As at March 31, 2022

Financial Assets:
Cash and cash equivalents 1,263.68 948.83
Other bank balances 60.14 63.44
Trade receivables 14,214.80 11,579.40
Loans - 143.90
Investments 0.01 -
Other Financial Assets 1,507.62 1,541.14
Total 17,046.25 14,276.71
Financial Liabilities:
Trade and other payables 11,021.55 6,933.05
Borrowings 24,219.49 19,731.84
Other Financial Liabilities 10,277.46 13,094.79
Total 45,518.50 39,759.68
B. Financial risk management objectives and policies
The Group’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Group’s operations. The Group’s principal financial assets include loans, trade and other receivables, and cash and
cash equivalents that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks.
The Group’s senior management ensures that the Group’s financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. It is the Group’s policy that no
trading in derivatives for speculative purposes may be undertaken. The senior management reviews and agrees policies for managing each of
these risks, which are summarized below.
i) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Financial
instruments affected by market risk include deposits, investmentsand borrowings.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market
interest rates. The Group’s exposure to the risk of changes in market interest rate relates primarily to the Group’s borrowings with floating
interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on borrowings affected, with all other
variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Particulars As at March 31, 2023 As at March 31, 2022

Impact on profit befor tax
Increase 0.25% (33.26) (34.82)
Decrease 0.25% 33.26 34.82

132 | SDBL ANNUAL REPORT 2022-23

 (b) Commodity price risk
The Group is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase and manufacture of
Beer and therefore require a continuous supply of Barley. The Company’s Board of Directors has developed and enacted a risk management
strategy regarding commodity price risk and its mitigation.The following table shows the effect of price changes in Barley: (Rs. in Lakhs)
Particulars As at March 31, 2023 As at March 31, 2022
Impact on profit befor tax
Increase 1% (12.91) (7.49)
Decrease 1% 12.91 7.49

ii) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations.
Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks.
Credit risk is controlled by analyzing credit limits and credit worthiness of customers on a continuous basis to whom the credit has been
granted after obtaining necessary approvals for credit.

Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled revenue, investments,
derivative financial instruments, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of
the company result in material concentration of audit risk.

iii) Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings. The table
below summarises the maturity profile of the Group’s financial liabilities:
(Rs. in Lakhs)
Maturities Total Carrying
As At March 31, 2023
Upto 1 year 1-2 year > 2 year Value

Financial Liabilities:
Non Current Borrowings 8,253.04 2,284.81 13,681.64 24,219.49
Trade and other payables 11,021.55 - - 11,021.55
Other Financial Liabilities 5,499.17 - 4,778.29 10,277.46
Total 24,773.76 2,284.81 18,459.93 45,518.50

(Rs. in Lakhs)
Maturities Total Carrying
As At March 31, 2022
Upto 1 year 1-2 year > 2 year Value

Financial Liabilities:
Non Current Borrowings 8,612.69 2,184.29 8,934.86 19,731.84
Trade and other payables 6,933.05 - - 6,933.05
Other Financial Liabilities 12,620.88 - 473.91 13,094.79
Total 28,166.62 2,184.29 9,408.77 39,759.68

38. The Group has borrowing from banks on the basis of security of current assets, and the statements of current assets filed by the Company with
the banks are in agreement with books of accounts.
39. As per the information available with the Group, the companies has no outstanding balances in respect of payables, receivables, investments,
share held by the company or any other outstanding balances with struck off companies.
40. The Group is engaged in the business of manufacture and sale of Alcoholic beverages (Beer and IMFL) which constitutes a single business
segment. The company’s exports outside India did not exceed the threshold limits for disclosure as envisaged in IndAS 108 on “Operating
Segments” issued by the Institute of Chartered Accountants of India. In view of the above, primary and secondary reporting disclosures for
business/ geographical segment as envisaged in IndAS – 108 are not applicable to the Group.
41. Corporate Social Responsibility (CSR)
(Rs. in Lakhs)
Year Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
a) Amount required to be spent by the company during the year - 23.35
b) Amount of expenditure incurred - 23.50
c) Shortfall at the end of the year Nil Nil
d) Total of previous years shortfall Nil Nil
e) Reason for shortfall NA NA
f ) Nature of CSR activities for the purpose of : NA Childern eduction
and medical aid
g) Details of related party transactions Nil Nil
133
42. Disclosure Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section
186 of the Companies act, 2013

As at March As at March
Sr. No. Name of the Company Nature & purpose
31, 2023 31, 2022
Corporate guarantee given for
(i) Aryavrat Projects and Developers Private Limited 2,136.00 2,136.00
business purposes

43) The disclosures in respect of Related Parties as required under Ind AS 24 ‘Related Party Disclosures’ is stated herein below.

A). Details of related parties:

Name of related parties Description of relationship

a. Directors, Key management personnal and their relatives
i) Jagdish Kumar Arora Chairman & Managing Director
ii) Nakul Kam Sethi Whole time Director
iii) Deepak Arora Director
iv) Alok Arora Director
v) Rajat Batra Director
vi) Deena Nath Singh Director
vii) Navin Duseja Director
viii) S. Lal Director (upto 31.03.2023)
ix) Satpal Kumar Arora Independent Director
x) Deena Nath Singh Independent Director
xi) Nishi Arora Independent Director
xii) Uma Kant Samal Independent Director
xiii) Rajesh Kumar Dubey Chief Finance Officer
xiv) Om Prakash Singh Company Secretary
b. Enterprises over which key management personnel are able to
exercise significant influence
i) Som Distilleries Private Limited
ii) Aryavrat Projects and Developers Private Limited

B). Transactions with related parties:

(Rs. in Lakhs)

Year ended Year ended

Particuarls
March 31, 2023 March 31, 2022
Som Distilleries Private Limited
Purchases 1,823.44 574.39
Sales 203.90 44.76
Loan taken during the year 3,918.71 -
Loan re-paid during the year 1,210.83 -
Other transactions 5,221.29 Dr 1,236.81 Cr
- Trade receivables (refer note no. 9) 113.43 Dr -
- Advances to related parties (refer note no. 14) - 125.92 Dr
- Loan from related parties (refer note no. 17) 4,473.18 Cr 1,765.30 Cr
- Trade payables (refer note no. 22) - 181.23 Cr
- Other payables (refer note no. 23) 2,317.01 Cr 5,750.02 Cr
Net Closing Balance 6,676.76 Cr 7,570.63 Cr
Key managerial personnel
Remuneration 412.19 188.67
Independent director
Sitting fees 7.20 6.60
Aryavrat Projects and Developers Private Limited
Corporate guarantee given 2,136.00 2,136.00

134 | SDBL ANNUAL REPORT 2022-23

SOM DISTILLERIES & BREWERIES LIMITED
CIN - L74899DL1993PLC052787
NOTES ANNEXED TO AND FORMING PART OF THE
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH 2023

44. Financial Ratios-

Year Ended Year Ended

Particulars Terms Numerator Denominator
31.03.2023 31.03.2022
(a) Current Ratio, in times Current assets Current liabilities 1.23 0.92
(b) Debt-Equity Ratio, in times Total Debt Shareholder’s Equity 0.65 0.68
(c) Debt Service Coverage Ratio, in times Earnings available for debt Debt Service 2.64 0.08
service i.e Net profit after
tax plus Depreciation and
Finance Costs
(d) Return on Equity Ratio, % Net Profits after taxes Average Shareholder’s 18.17 (3.41)
Equity
(e) Inventory turnover ratio, in times Revenue from Operations Average Inventory 13.63 7.76
(f ) Trade Receivables turnover ratio, in times Revenue from Operations Average Trade Receivable 11.62 5.31
(g) Trade payables turnover ratio, in times Cost of Materials Consumed Average Trade Payables 8.12 4.29
+ Purchase of Stock - in -
Trade+Other Expenses
(h) Net capital turnover ratio, in times Revenue from Operations Working Capital 20.80 (27.19)
(i) Net profit ratio, % Net Profit Revenue from Operations 4.03 (1.48)
(j) Return on Capital employed, % Earning before interest and Capital Employed = 13.99 0.58
taxes Shareholder's fund +
Current & Non-Current
Borrowing
(k) Return on investment. % Increase in Shareholder's Shareholder's Fund at the 29.63 2.76
fund start of period

45. The Group’s pending litigations pertain to claim and cases Act, 2006, to comply with the requirements of law. However, till
occuring in the normal course of business. The Group has date replies have been received from very few vendors. Hence,
reviewd its pending litigations and expects that the outcome of amount due to micro, small scale enterprises outstanding as on
the proceedings will not have any material effect on its financial March 31st, 2023 is not ascertainable. The process of collecting
positions. the information from the vendors is currently ongoing.

46. Balances standing at the debit or credit in the accounts of various 48. Previous year’s figures have been regrouped/ restated wherever
parties are subject to confirmation and reconciliation. considered necessary to make them comparable to those of the
current year.
47. The company has sought information and certification from its
vendors as to their being a micro, small or medium enteprise unit 49. All figures in the Balance Sheet, Profit & Loss Account and
under the Micro, Small and Medium Enterprises Development Schedules have been rounded off to the nearest rupee in lakhs.

As per our Report of even date

Som Distilleries and Breweries Limited
For AKB Jain & Co.,
For and on Behalf of the Board
Chartered Accountants
Firm Registration No. 003904C Sd/- Sd/-
Sd/- J.K. Arora Nakul K Sethi
Rahul Dewani (Chairman & Managing Director) (Director)
Partner DIN - 00224633 DIN - 06512548
Membership No. 435066
BHOPAL Sd/- Sd/-
Dated: 27.04.2023 Rajesh Dubey Om Prakash
UDIN : 23435066BGUVLD3907 (Chief Financial Officer) (Company Secretary)

135
SOM DISTILLERIES & BREWERIES LIMITED
FORM AOC-1
(PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5
OF THE COMPANIES (ACCOUNTS) RULES, 2014)
Statement containing salient features of the financial statement of subsidiaries / associates.

PART A : Subsidiaries

S. No. 1 2
Woodpecker Distilleries & Som Distilleries &
Name of the Subsidiary
Breweries Pvt Ltd Breweries Odisha Pvt Ltd
Reporting period for the subsidiary concerned, if different from the holding
01.04.2022 to 31.03.2023 01.04.2022 to 31.03.2023
company's reporting period
Reporting currency and exchange rate as on the last date of relevant financial
INR INR
year in the case of foreign subsidiaries.
Share Capital 5,100.00 3,500.00
Reserves & Surplus 2,089.33 (885.24)
Total Assets 25,335.00 18,226.14
Total Liabilities 18,145.67 15,611.38
Investments - -
Turnover 70,916.64 23,575.39
Profit/(Loss) before tax 3,269.63 18.21
Provision for tax (Including adjustments) 211.52 (250.19)
Profit/(Loss) after tax 3,058.11 268.40
Proposed Dividend - -
% of Shareholding of the Holding Company 100% 100%

PART B : Associates

S. No. 1 2
Name of the Subsidiaries N.A. N.A.

Som Distilleries and Breweries Limited

For and on Behalf of the Board

Sd/- Sd/-
J.K. Arora Nakul K Sethi
(Chairman & Managing Director) (Director)
DIN- 00224633 DIN- 06512548

Sd/- Sd/-
Rajesh Dubey Om Prakash
(Chief Financial Officer) (Company Secretary)

136 | SDBL ANNUAL REPORT 2022-23

NOTES

137
 NOTES

138 | SDBL ANNUAL REPORT 2022-23

139
140 | SDBL ANNUAL REPORT 2022-23