Annual Report: 2024
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
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