ANHEUSER BUSCH INBEV INDIA LIMITED (Formerly known as SABMiller India Limited) ANNUAL REPORT 2018-2019 Anheuser Busch InBev India Limited (Formerly known as SABMiller India Limited) Annual Report 2018-19 Contents Page Nos. General Information 2 Notice of Annual General Meeting 3 Report of Board of Directors 22 Secretarial Audit Report 40 Auditor’s Report 44 Financial Statements 54 1 Anheuser Busch InBev India Limited (Formerly known as SABMiller India Limited) Annual Report 2018-19 General Information Board of Directors Audit Committee Ms. Sapna Taneja, Independent Director Mr. Arun Monappa Mr. Arun Monappa, Independent Director Ms. Sapna Taneja Mr. Gagandeep Singh Sethi, Whole Time Director Mr. Ben Magda J Verhaert, Whole Time Director Nomination and Remuneration Committee Mr. Arun Monappa Registrar and Share Transfer Agent Ms. Sapna Taneja Sharex Dynamic (India) Private Limited C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400083 Corporate Social Responsibility Committee Tel: 28515606/5644/6338 Mr. Arun Monappa Fax: 28512885 Ms. Sapna Taneja Mr. Gagandeep Singh Sethi Registered Office 301/302, Dynasty Business Park, Bankers B Wing, Andheri Kurla Road, IDBI Bank Andheri (E), Mumbai – 400059 State Bank of India Standard Chartered Bank HDFC Bank Corporate Office Allahabad Bank 6th Floor, Green Heart Building, Punjab National Bank Manyata Tech Park, Nagvara, Deutsche Bank Bengaluru – 560045 JP Morgan Chase Bank, N.A. BNP Paribas Bank Statutory Auditors Deloitte Haskins & Sells LLP Breweries Chartered Accountants Bangalore, Karnataka Prestige Trade Tower, Level 19 Neemrana, Rajasthan 46, Palace Road, High Grounds, Meerut, Uttar Pradesh Bengaluru-560001 Sonepat, Haryana Karnataka, India Medak, Telangana Pondicherry, Union Territory Chalakudy, Kerala Stakeholders Relationship Committee Aurangabad, Maharashtra Mr. Gagandeep Singh Sethi Paradeep, Orrissa Mr. Arun Monappa Mr. Naveen Jain All the data furnished above is as on March 31, 2019. 2 Anheuser Busch InBev India Limited (Formerly known as SABMiller India Limited) Annual Report 2018-19 Notice Notice for the Thirtieth Annual General Meeting of SPECIAL BUSINESS: Anheuser Busch Inbev India Limited 4. Appointment of Ms. Rashmi Sharma (DIN: Notice is hereby given to all the members of Anheuser 08746775) as a Director/Independent Director of Busch Inbev India Limited (“Company”) that the 30th the Company. (Thirtieth) Annual General Meeting (“AGM”) of the members To consider, and if thought fit, to pass the following of the Company will be held on Wednesday, September resolution as an Ordinary Resolution: 30, 2020 at 12:00 noon (IST), through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”),to transact the “RESOLVED THAT Ms. Rashmi Sharma (DIN: following businesses: 08746775) who was appointed as an Additional Director of the Company by the Board of Directors with ORDINARY BUSINESS: effect from July 29, 2020 and who holds office upto the 1. To receive, consider and adopt the Audited date of the forthcoming Annual General Meeting under Financial Statements of the Company for the Section 161 of the Companies Act, 2013 (‘the Act’) financial year ended March 31, 2019, together with and Articles of Association of the Company, but who the Reports of the Board of Directors and Auditors is eligible for appointment and has consented to act thereon. as a Director of the Company and in respect of whom the Company has received a notice in writing under 2. To appoint a Director in place of Mr. Gagandeep Section 160 of the Act from a shareholder proposing Sethi (DIN: 07943896), who retires by rotation and her candidature for the office of Director, be and is being eligible, offers himself for re-appointment hereby appointed as a Director of the Company. 3. Appointment of Statutory Auditors of the Company “RESOLVED FURTHER THAT pursuant to the and fix their remuneration. provisions of sections 149, 152, Schedule IV and To consider, and if thought fit, to pass the following other applicable provisions of the Act read with resolution as an Ordinary Resolution: the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory “RESOLVED THAT pursuant to the provisions of modification(s) or re-enactment(s) thereof, for the time Section 139, 142 and all other applicable provisions, being in force), Ms. Rashmi Sharma (DIN: 08746775), if any, of the Companies Act, 2013 read with the a Non-executive Director of the Company, who has Companies (Audit and Auditors) Rules, 2014 (including submitted a declaration that she meets the criteria for any statutory modification(s) or re-enactment(s) thereof, independence as provided in section 149(6) of the Act for the time being in force) approval of the members and who is eligible for appointment, be and is hereby of the Company be and is hereby accorded to appoint appointed as an Independent Director of the Company, M/s Price Waterhouse & Co., Chartered Accountants, not liable to retire by rotation, to hold office for a term LLP (Firm Registration Number: 304026E/E300009) of 5 (five) consecutive years from July 29, 2020 to July as Statutory Auditors of the Company, in place of 28, 2025.” resigning auditors Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration Number 5. Appointment of Mr. Kartikeya Sharma (DIN: 117366W/W-100018), to hold office for a period of 5 07728620) as Director of the Company. (five) years from the conclusion of this Annual General To consider, and if thought fit, to pass the following Meeting till the conclusion of the 35th(thirty-fifth) Annual resolution as an Ordinary Resolution: General Meeting of the Company, in accordance with the provisions of the Companies Act 2013, for audit of “RESOLVED THAT Mr. Kartikeya Sharma (DIN: financial statements of the Company, at a remuneration 07728620) who was appointed as an Additional to be decided by the Audit Committee of the Board of Director of the Company by the Board of Directors Directors and/ or Board of Directors in consultation with with effect from September 04, 2020 and who holds the Statutory Auditors.” office upto the date of the forthcoming Annual General 3 Anheuser Busch InBev India Limited (Formerly known as SABMiller India Limited) Annual Report 2018-19 Notice (Contd.) Meeting under Section 161 of the Companies Act, statutory modification(s) or re-enactment(s) thereof for 2013 (‘the Act’) and Articles of Association of the the time being in force).” Company, but who is eligible for appointment and has “RESOLVED FURTHER THAT the any one of the consented to act as a Director of the Company and in Directors or a Committee thereof or company secretary respect of whom the Company has received a notice in of the Company be and is hereby authorized to sign writing under Section 160 of the Act from a shareholder and file all the relevant applications, forms, returns, proposing his candidature for the office of Director, be other documents, etc. with the concerned Registrar and is hereby appointed as a Director of the Company.” of Companies/ Ministry of Corporate Affairs and to 6. Appointment of Mr. Kartikeya Sharma (DIN: do all other acts, deeds, matters and things which 07728620), as Whole-time Director of the Company are necessary for the purpose of giving effect to the and payment of remuneration to him. aforesaid resolution.” To consider, and if thought fit, to pass the following 7. Re-appointment of Mr. Gagandeep Singh Sethi resolution as a Special Resolution: (DIN: 07943896) as a Whole-time director of the Company and payment of remuneration to him. “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule To consider, and if thought fit, to pass the following V and other applicable provisions of the Companies resolution as a Special Resolution: Act, 2013 and the Companies (Appointment and “RESOLVED THAT pursuant to the provisions of Remuneration of Managerial Personnel) Rules, Sections 196, 197, 198 and 203 read with Schedule 2014 (including any statutory modification(s)or re- V and other applicable provisions of the Companies enactment(s) thereof, for the time being in force),, the Act, 2013 and the Companies (Appointment and approval of the Company be and is hereby accorded for Remuneration of Managerial Personnel) Rules, appointment of Mr. Kartikeya Sharma (DIN: 07728620) 2014 (including any statutory modification(s) or as Whole-time Director of the Company for a period amendment(s) or re-enactment(s) thereof, for the of 5 (five) years with effect from September 04, 2020 time being in force) and the articles of association of on the terms and conditions including remuneration the Company,, approval of the members be and is as approved by the Nomination and Remuneration hereby accorded for re-appointment of Mr. Gagandeep Committee as set out below: Singh Sethi (DIN: 07943896) as a Whole-time Director, Salary: As may be fixed by the Board of Directors from designated as Executive Director, for a period of 5 (five) time to time, subject to a maximum of ` 1,80,00,000/- years with effect from September 21, 2020 on the terms (Rupees One Crore Eighty Lakhs only) per annum, and conditions including remuneration as approved by including performance bonus as may be determined by the Nomination and Remuneration Committee as set the Board of Directors; out below: Perquisites: Contribution to Provident Fund and Salary: As may be fixed by the Board of Directors from Superannuation Fund as per the Company’s Rules. time to time, subject to a maximum of 1,40,00,000/- (Rupees One Crore Forty Lakhs only) per annum, Earned/ Privilege Leave and Encashment of leave at including performance bonus as may be determined by the end of the tenure as per the Company’s Rules. the Board of Directors; Reimbursement of Medical Expenses & LTC as per the Perquisites: Contribution to Provident Fund and Company’s Rules. Superannuation Fund as per the Company’s Rules.