Anheuser Busch Inbev (Sabmiller) India Limited Shares

Annual Report Summary

Anheuser Busch InBev India Limited, formerly known as SABMiller India Limited, presents its Annual Report for the fiscal year 2020-2021.

General Information: The Board of Directors consists of Ms. Sapna Taneja, Ms. Rashmi Sharma, Mr. Mahesh Mittal, and Mr. Kartikeya Sharma. Committees include the Stakeholders Relationship Committee, Audit Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee, each with specified members and chairpersons. Price Waterhouse & Co Chartered Accountants LLP are the Statutory Auditors.

Notice of the Annual General Meeting (AGM): The 32nd AGM will be held on Monday, September 18, 2023, via video conferencing. The notice details ordinary business (adoption of financial statements) and special business including the appointment of Mr. Shantanu Krishna as a Non-Executive Director, approval and ratification of remuneration paid to Mr. Mahesh Kumar Mittal and Mr. Kartikeya Sharma beyond prescribed limits, increase in borrowing limits, and alteration in the Object Clause of the Memorandum of Association. It outlines procedures for participation in the AGM through VC/OAVM, e-voting (remote and during the AGM), and provides instructions to members. Due to MCA Circulars, physical attendance and proxy appointments are dispensed with. Ms. Sarvari Shah is appointed as the Scrutinizer.

Explanatory Statement: Mr. Shantanu Krishna's appointment as a Non-Executive Director is recommended, citing his legal expertise and commitment to corporate governance. The company received a notice from a member proposing his candidature and his consent to act as a Director. The explanatory statement also addresses the rationale for the proposed increase in borrowing limits from Rs. 2,500 Crore to Rs. 5,000 Crore and the proposed changes to the object clause, encompassing new business ventures in restaurants, bars, hotels, pubs, events, experiences, and seed manufacturing/dealing.

Director's Report: The Director's Report covers the financial year ended 31 March 2021, presenting a review of the company's performance. Due to COVID-19 related lockdowns and market slowdown, revenue decreased by 15% compared to the previous year. The company remains committed to profitable volume growth through premiumization and cost control. The directors are not recommending a dividend to conserve resources. There were no changes in share capital. The Company has only One Class of Share, that is, Equity Shares having Face Value of Rs. 10 each. There were five Board meetings during the year. The report also covers particulars of contracts/arrangements with related parties, explanations to auditor's remarks, and information on conservation of energy, technology absorption, foreign exchange earnings/outgo, Risk Management policy, and Corporate Social Responsibility initiatives. Key personnel changes and their remuneration are detailed.

Auditor’s Qualifications and Explanations: The auditor’s report includes qualified opinions, with the qualifications stemming from non-compliance with certain sections of the Companies Act and secretarial standards, non-compliance with RBI directives regarding overdue foreign currency payables, non-availability of complete information regarding MSME vendor status, and a loan granted to a related party that is deemed irrecoverable.

Explanation of Board: The document explains the Board’s view on the qualifications including steps taken by management to address these items. This involves compounding / adjudication application for non-compliance of AGM and filing annual returns, compounding application under section 441 of the Companies Act for remediating few compoundable contraventions, making necessary filings for RBI through AD seeking approval to write back amount of over due payables, implementing a process to take vendor confirmations of MSME status, and initiating process of physical verification and valuation of all the plants,

Financial Performance and Position: Revenue from operations was Rs 28,453 million (2019-20: Rs 33,545 million) with a Loss before tax of Rs (7,053) million (2019-20: (6,828) million). Foreign exchange earnings were USD 82,10,601.26. Comprehensive details of foreign investments in the company are provided. Financial performance is detailed through standalone (audited) figures, highlighting total income, operating expenses, EBITDA, depreciation, amortization, and tax expenses.

Financial Statements (Standalone): The balance sheet, statement of profit and loss, statement of changes in equity, and statement of cash flow are included. Notes to the financial statements provide detailed accounting policies, disaggregation of revenue, information on assets (including property, plant, and equipment, intangible assets), liabilities, equity, borrowings, commitments, and related party transactions. AB InBev Asia BV holds 777,338,105 equity shares, or 83.73% of the company The director's report details the company's CSR activities, and the Board of Directors confirms compliance with provisions under Section 134(5) of the Companies Act, 2013.

Other Highlights:

• The Independent Auditor’s Report contains qualified opinions due to various non-compliances, as explained in detail. The report emphasizes several matters and includes annexures.
• The Secretarial Audit Report notes areas of non-compliance and other relevant points.
• Details of General Information relating to the company are included.
• A policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the workplace has been adopted.