C O N T E N T S Report of the Directors 1 Report on Corporate Governance 28 Independent Auditors’ Report 41 Balance Sheet 46 Statement of Profit and Loss 47 Cash Flow Statement 48 Notes to the Financial Statements 50 Consolidated Financial Statements 81 UNITED BREWERIES (HOLDINGS) UNITED BREWERIES (HOLDINGS) LIMITED LIMITED Directors Dr. Vijay Mallya, Chairman Mr. Sidhartha V. Mallya, Non Executive Non Independent Director Mr. N Srinivasan, Non Executive Independent Director Mr. M S Kapur, Non Executive Independent Director Dr. Lalit Bhasin, Non Executive Independent Director Ms. Daljit Mahal, Non Executive Non Independent Director [w.e.f March 28, 2015] Executive Vice Chairman Mr. S. R. Gupte UB Group President & Chief Financial Officer Mr. Ravi Nedungadi UB Group President Mr. V. Shashikanth Company Secretary and Compliance Officer Mr. Kaushik Majumder Statutory Auditors M/s Vishnu Ram & Co., Chartered Accountants No.12, Margosa Road, Malleswaram, Bangalore – 560 003 Internal Auditors M/s B.K. Ramadhyani & Co, Chartered Accountants 68, 4th Floor, Chitrapur Bhavan, 15th Cross, 8th Main Road, Malleswaram, Bangalore – 460 055 Registered Office UB Tower, Level 12, UB City, No. 24, Vittal Mallya Road, Bangalore – 560 001 Registrars and Transfer Agents Integrated Enterprises (India) Limited No. 30, Ramana Residency, 4th Cross, Malleswaram, Bangalore – 560 003 1 Report of the Directors UNITED BREWERIES (HOLDINGS) LIMITED Report of the Directors The Exceptional gain of ` 965 crores for the year under review is on account of sale of pledged shares by certain Lenders of the Your Directors present the Annual Report of your Company together with the Audited Accounts for the year ended Company to recover their dues. March 31, 2015. The Company is constrained by various restraint orders of Centenary Year the Hon’ble High Court of Karnataka as a result of which some proposals to increase operations by franchising out the Your Company completed 100 years of its glorious existence in Kingfisher brand and renting out vacant space at UB City, March 2015. This journey began in 1915 with amalgamation Bangalore could not be implemented. of five breweries and the subsequent incorporation under the Companies Act to create United Breweries Limited which today is United Breweries (Holdings) Limited. This journey is Subsidiaries and Associate Companies undoubtedly one of excellence seizing business opportunities to In accordance with Section 139(3) of the Companies Act 2013, increase Shareholders value over the years. the Company has prepared consolidated financial statements with four Indian Subsidiary Companies, excluding the seven Financial Performance of the Company Indian Subsidiary Companies (refer to Note no. 39 of the The summary of financial results of the Company for the Consolidated Financial Statement appearing in page no. 106), financial year ended March 31, 2015 is as under: which forms part of the Annual Report. The report on the (` in crores) performance and financial position on each of the subsidiary 2014-2015 2013-2014 companies in the prescribed Form AOC-1 is annexed to this report as Annexure A. The working for the year resulted 42.041 280.729 in Loss from Operations Add: The Company does not have “material non-listed Indian l Provision for doubtful advances 57.895 1,271.705 subsidiary” as defined under Listing Agreement with Stock l Bad advances / debts written off 128.624 2,450.594 Exchanges. l Provision for diminution in 280.962 - value of investment The affairs of the Subsidiaries and Associate Companies are l Depreciation 21.505 8.164 conducted by their respective Board of Directors and audited by Less: their Statutory Auditors. The Consolidated Financial Statement l Exceptional gains 965.001 1,987.890 of the Company and its subsidiaries and associates should Profit / (Loss) for the year therefore be read in conjunction with respective financial carried to the Balance Sheet 433.974 (2,023.302) statements, accounting policies, financial notes, cash flow Dividend statements and Statutory Auditors Reports thereon. With a view to conserve resources for operational requirements Directors and Key Managerial Personnel and considering the accumulated losses, your Directors do not recommend any dividend for the year ended March 31, 2015. Ms. Daljit Mahal was appointed as an Additional Director of the Company pursuant to the Section 161 and other applicable Operations of the Company provisions of the Companies Act, 2013, Section 149(1) of the The operations of the Company comprise primarily of holding of Companies Act, 2013 and the Rules made thereunder and strategic investments and other securities, international trade, Clause 49 (II) (A) (1) of the Listing Agreement to hold office up development of real estate, sale and rental of constructed to the date of this Annual General Meeting. The Company has premises including residential property of Kingfisher Towers, received a notice as required by Section 160 of the Companies licensing of trade marks, advancing of loans and provision of Act, 2013 and Rules made thereunder from a Member proposing guarantees. the candidature of Ms. Daljit Mahal for the office of Director of For the 20th year in a row, UB Global, export division of the the Company liable to retire by rotation. Company, was awarded the Golden Trophy by Agricultural Products Export Development Authority of India. For the first Mr. Sidhartha V Mallya, Director, retires by rotation and, being time, UB Global also received the Karnataka State Export eligible, offers himself for re-appointment, as a Director liable to Excellence award for overall Merchant Exports. In the year under retire by rotation. review, UB Global recorded a turnover of ` 227 crores despite loss of business from liquor sales for 10 months and a steep fall A brief resume of the Directors proposed to be appointed/ 2 in the apparel business. re-appointed is given in the Annexure to the Notice. Report of the Directors (contd.) UNITED BREWERIES (HOLDINGS) The position of Managing Director fell vacant on April 17, 2014 the Company as a going concern - all these have been explained LIMITED and efforts are being made still to identify a successor. in the relevant Financial Notes to Accounts. The Company presently does not have a Managing Director and In the last Annual General Meeting (AGM) held on September a Chief Financial Officer. The only Key Managerial Personnels 30, 2014, Messrs. Vishnu Ram & Co., Chartered Accountants, of the Company are the President and the Company Secretary. have been appointed Statutory Auditors of the Company for a period of 3 years. Ratification of appointment of Statutory The affairs of the Company are conducted under the directions Auditors is being sought from the Members of the Company at of the Chairman, the President and the Group Chief Financial this AGM. Further, the Statutory Auditors have, under Section Officer. 139(1) of the Act and the Rules framed thereunder, furnished a certificate of their eligibility and consent for appointment. Directors’ Responsibility Statement Corporate Governance and Management Discussion and Despite the absence of the Managing Director and Chief Analysis Report Financial Officer throughout the year, the Chairman of the Board of Directors, the Group Chief Financial Officer and President Pursuant to Clause 49 of the Listing Agreement with the of the Company have collectively conducted the affairs of the Stock Exchanges, a report on Corporate Governance and Company and in view of this, the Directors in compliance with Management Discussion and Analysis Report is attached to this Section 134 (5) of the Companies Act, 2013, state that: Annual Report. (a) in the preparation of the Annual Accounts, the applicable Disclosures accounting standards have been followed along with proper explanation relating to material departures; Board and its Committees (b) accounting policies have been selected and applied The details of the Meetings of the Board and its Committees consistently and the judgments and estimates made are held during the financial year, the composition of the Committee reasonable and prudent so as to give a true and fair view and the details of Committee Meetings are given in the Report of the state of affairs of the Company as at the end of the on Corporate Governance. financial year and of the profit of the Company for that period; Independent Directors Declaration (c) proper and sufficient care have been taken for the All the Independent Directors of the Company have given maintenance of adequate accounting records in accordance declaration in terms of Section 149(6) of the Companies Act, with the provisions of the Companies Act, 2013, for 2013. safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities; Internal Financial Controls (d) the annual accounts have been prepared on a going concern basis; The Company is in compliance with the requirements of the Companies Act, 2013 with regard to the Internal Financial (e) internal financial controls have been laid down to be Controls which embraces adherence to Company’s policies, followed by the Company and that such internal financial safeguarding of assets, prevention and detection of frauds and controls are adequate and operating effectively; errors, accuracy and completeness of accounting records, and (f) proper systems have been devised to ensure compliance timely preparation of financial information. Internal Controls are with the provisions of all applicable laws and that, such designed to cover financial matters, operational areas, besides systems are adequate and operating effectively fraud prevention mechanism. The internal audit function has devised an appropriate audit mechanism and periodically Auditors deployed comprehensive test checks to enable Internal Audit to give reasonable assurance to the Audit Committee that The Statutory Auditor of the Company, Messrs. Vishnu the internal financial controls are adequate and operating Ram & Co., Chartered Accountants, issued separate reports on effectively. the Standalone and Consolidated Financial Statements of the Company and the same are appended here to the Report.