Bira Unlisted Shares Annual Reports

Bira Unlisted Shares

The document provided is the notice for the 12th Annual General Meeting (AGM) of B9 Beverages Limited, formerly known as B9 Beverages Private Limited. The meeting is scheduled for Friday, February 28, 2025, at 2:30 P.M. IST and will be conducted through video conferencing/audio visual means. The AGM agenda comprises both ordinary and special business. The ordinary business involves receiving, considering, and adopting the company's standalone and consolidated financial statements for the fiscal year ending March 31, 2024, including the audited balance sheet, profit & loss statement, cash flow statement, and the reports of the Board of Directors and Auditors. The special business includes seeking member approval for the waiver of recovery of remuneration already paid to Mr. Ankur Jain (Managing Director), Ms. Ankeeta Pawa (Director), and Ms. Shashi Jain (Director). For each of these individuals, the specific amounts of remuneration and the periods they cover (February 1, 2023, to March 31, 2023, and April 1, 2023, to March 31, 2024) are outlined. Specifically, the special resolutions authorize the Board of Directors or Company Secretary to take necessary actions to effect these waivers. The AGM will also seek approval for the payment of remuneration to Mr. Ankur Jain (Managing Director) and Ms. Ankeeta Pawa (Director) for the financial years 2024-2025, 2025-2026, and 2026-2027, detailing the proposed basic salary and indicative list of perquisites and allowances for each year. The terms include fully furnished rent-free accommodation/house, medical reimbursement, leave travel assistance, insurance premium payments, club fees, contributions to Provident Fund/Superannuation Fund/Annuity Fund, gratuity, leave encashment, conveyance (company car and driver), telephone/telefax facilities, security at the Director's residence, and pension (50% of last drawn salary). The resolutions also stipulate other terms, including that the directors shall not be paid any sitting fee for attending meetings or be involved in any selling agency of the company without prior approval. Additional special business involves appointing Mr. Ramaswamy Parthasarathy and Mr. Ashutosh Gupta as Independent Directors, outlining their qualifications, experience, and other directorships. The resolutions specify the term for each appointment is for up to three consecutive years from the appointment date and requires shareholder approval for regularization. The directors will receive a sitting fee. The notice also includes a special resolution for approval to issue fully paid-up, unlisted, secured, redeemable non-convertible debentures (Debentures) for up to INR 100 Crores in one or more tranches, outlining the purpose, tenure (up to 12 months and one day), and security (first-ranking charge over fixed assets, interest service reserve, and post-dated checks). The subscription monies shall be received by the Company from the investors at the time of subscription into a separate designated account opened for this purpose. The company is not permitted to use the proceeds until filing of e-Form PAS-3 with the Registrar of Companies. The notice describes requirements for remote e-voting and participation in the virtual meeting, including instructions for accessing the e-voting system through Depositories CDSL/NSDL, login methods for individual shareholders, and contact information for helpdesks. It notes that pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting. Additionally, the document includes explanatory statements relating to the special business to be transacted and annexures providing further details on the financial standing, remuneration, and other related matters of the company. The explanatory statement mentions that the Company has crossed the threshold limit as prescribed under section 135(1) of the Companies Act, 2013. Therefore, the provision of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibilities Policy) Rules, 2014 are applicable. The annexures cover information pursuant to Secretarial Standard 2, details regarding remuneration, financial indicators, details of directors, and performance of subsidiaries. Annexure-A provides a disclosure as per the provisions of Part II Section II (B) (IV) of Schedule V of The Companies Act, 2013 in respect to Item No. 1 and 4. Annexure-B provides a disclosure as per the provisions of Part II Section II (B) (IV) of Schedule V of The Companies Act, 2013 in respect to Item No. 2 and 5. Annexure-C provides a disclosure as per the provisions of Part II Section II (B) (IV) of Schedule V of The Companies Act, 2013 in respect to Item No 3 and 6. Annexure-D provides information pursuant to secretarial standard 2 (1.2.5) on the resolutions proposed under item no. 4, 5, 6 of this notice. The document also contains Director's Report, which touches on financial performance (Standalone and Consolidated), industry scenario and state of the company's affairs, change in the nature of business, performance of subsidiaries, dividend, capital structure, and directors' responsibility statement. For the standalone revenue, it shows decrease of around ₹2464.86 million. The EBIDTA has further decreased to ₹ (3653.54) million. Loss for the year has been increased to ₹ 6435.44 million. For the consolidated revenue, the Group reported a decrease of around ₹1804.74 million. The EBIDTA is (4450.44) million. Loss of the Group for the fiscal year 2023-24 is ₹ 7488.00. Finally, a Secretarial Audit Report from RMG & Associates and Independent Auditor's Report from Walker Chandiok & Co LLP with detailed opinions and notes are included. The going concern basis, some compliance issues, recoverability of long-term investments, Directors'/Management's Responsibilities, discussion on impairment of assets and capital structure, cash flow, and statements in respect of compliance with laws are extensively detailed in the notice

Bira Unlisted Shares

B9 Beverages Private Limited's standalone financial statements for the period of 01/04/2020 to 31/03/2021 details general company information, principal products and services, the director's report, and financial results. All monetary values are in Millions of INR unless otherwise specified. **General Company Information:** * The company is B9 Beverages Private Limited with corporate identity number U80903DL2012PTC236595 and permanent account number AAECD6739Q. * The registered office is located at Premise No. 106, Second Floor Block H, Connaught Circus New Delhi. * The company operates in the commercial and industrial sector. * The company is not listed. * Final accounts were approved on 28/09/2021, covering a 12-month period from 01/04/2020 to 31/03/2021. * The presentation currency is INR. The level of rounding used is millions. An indirect method cash flow statement is employed. * The company maintains books of account and other relevant books and papers in electronic form at Premise No. 106, Second Floor Block H, Connaught Circus New Delhi. * The country code for the place of maintenance of computer servers is 91, and the country is India. The phone number is 9999119592. The books are not maintained on the cloud. **Principal Products or Services:** * The company's principal product or service is in the "Beverages and Non-Alcoholic Beverages" category (ITC 4-digit code 2206). * The turnover of this category is 4,282.08. * The highest turnover contributing product or service is specified as "OTHR FERMNTD BEVRGS" (ITC 8-digit code 22060000). **Director's Report:** * The directors are presenting their ninth report on the business and operations of the company, including audited financial statements, for the year ended 31st March 2021. * Standalone revenue from operations was 4,282.08 in 2021 vs 4,571.86 in 2020. Other income was 346.15 in 2021 vs 90.03 in 2020. Total revenue was 4,628.23 in 2021 vs 4,661.89 in 2020. Expenses were 5,236.64 in 2021 vs 6,132.61 in 2020. * The EBITDA (before exceptional items) of the company for the fiscal year 2020-2021 was? (3617.37) million as compared to? (3599.38) million for the fiscal year 2019-2020. * Loss for the year has been decreased to ? (2112.89)million in fiscal year 2020-2021as compared to the Loss of? (3048.91) million for the fiscal year 2019-2020. * The consolidated total revenue from operations was 4,307.64 for fiscal year 2020-2021 as against 4,787.51for the fiscal year 2019-2020. The EBITDA (before exceptional items) was ?(2515.13) million as compared to the ? (3174.68) million for the fiscal year 2019-20. Loss for the fiscal year 2020-2021 is?(2515.13) million as compared to the Loss of? (3178.92)millionfor the fiscal year 2019-2020. * The company expanded its sales operations and makes its presence felt in Jharkhand, Assam and Meghalaya along with existing states i.e., Delhi, Haryana, Chandigarh, Uttar Pradesh, Rajasthan, Madhya Pradesh, Chhattisgarh, West Bengal, Telangana, Maharashtra, Goa, Andhra Pradesh, Karnataka, Puducherry, Kerala, Daman and Silvassa in 2020-2021 and planning to add few more in coming years. * Bira continued to grow consumer loyalty and maintained its position in the premium beer market. * The company is focused on quality and becoming the beer of choice, driving the global shift towards more color and flavor in a sustainable manner. * The board of directors has made efforts towards organizational development and strengthening functions. * There have been increases to the company's authorized share capital, and to the paid-up share capital. * The company had 39 board meetings. * The annual report for 2019-2020 was held on Friday, 19th February 2021. Extra-Ordinary General Meetings were held and several resolutions were passed, including approving issuances of Pre-Series C CCCPS and Equity Shares, and change to object clause of MOA. * There were no loans, guarantees or investments made under Section 186 of the Companies Act, 2013 to subsidiaries. * Material changes include a USD 30 Million investment from Kirin Holdings, and raising of Series C1 CCCPS, Pre-Series D, and D1 rounds. * The company has not developed and implemented any Corporate Social Responsibility initiatives. * Directors express their inability to recommend any dividend for the year ended March 31, 2021. * No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company. * Walker Chandiok & Co LLP has been appointed as the statutory auditors of the Company in place of the retiring auditors till the conclusion of AGM 2020-21. * The company has appointed RMG & Associates, Company Secretaries as Secretarial auditors of the Company to conduct the first audit for the period ending March 31,2021. The report for the same have been taken on record. * The company supports rights of employees to work in an environment free from harassment, and has constituted an Internal Committee to address concerns of sexual harassment. **Conservation of Energy, Technology Absorption, and Foreign Exchange:** * Steps taken to conserve energy include switching to LED lights, designing offices for maximum natural light utilization, integrating staff for optimum space utilization, and formulating a plan to plant more than 200 trees. * No efforts made towards technology absorption, and no technology was imported. * Foreign exchange earnings were 6,16,72,778. Outgo was 11,73,22,126. **Risk Management, Internal Control and Responsibilities:** * The Company has laid down a risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. * The company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business. * There are systems and processes in the Company to monitor and ensure compliance with applicable Environmental Laws, Labour laws and other General Laws, however the same needs to be strengthen. * Directors have confirmed that the applicable accounting standards have been followed, there was proper and sufficient care for the maintenance of adequate accounting records. **Financial Details and Ratios:** * The current ratio is specified as 15. * There are no material events that may affect the continuation of the company. * The extract of the Annual Return, in Form MGT-9 for the F.Y. 2020-21, has been enclosed as Annexurewith this report. * The paid-up share capital of the company is 86,51,55,185/- **Additional Points:** * It's noted that Bira continues to grow consumer loyalty and has India's largest dispense beer network, supported by a management team with strong industry experience. * The company's steps towards sustainability include a global presence and maintenance of premium beer quality. * Some specific observations were made regarding the filing of necessary documents with authorities, hosting the Whistle Blower Policy on the website, and certain aspects of allotment procedures. * Walker Chandiok & Co LLP, Chartered Accountants, have issued an unmodified opinion on the standalone financial statements. * The Standalone financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the Company's financial position. * There exists a material uncertainty related to the Company's ability to elicit good business due to the Covid19 pandemic.