Sab Millar 2014 Annual Report

SABMiller India Limited
Annual Report 2014 - 15

Annual Report 2014-15
Contents
General Information
Board of Directors
Our Brands
Sustainable Development Report
Managing Directors Statement
13
Notice 15
Directors Report
24
Auditors Report
38
Balance Sheet
43
Statement of Profit & Loss
44
Cash Flow Statement
45
Notes to the financial statements
47
Letter on Green Initiative
80
Attendance Slip and Proxy Form
81
General Information
BOARD OF DIRECTORS
Mr. Ari Mervis - Chairman
Mr. Stephen Shapiro
Mr. Shalabh Seth - Managing Director - From 01.01.2015
Ms. Anna Jane Swaithes - From 03.02.2015
Mr. Arun Monappa - From 01.04.2015
Ms. Shwetambari Rao Chandrakant - From 01.04.2015
Directors resigned during the year

Mr. Grant Liversage - Upto 31.12.2014
Mr. T.S.R. Subramanian - Upto 03.02.2015
Ms. Catherine May - Upto 31.10.2014
REGISTERED OFFICE
Unit No.301-302, Third Floor
Dynasty Business Park, B Wing
Andheri Kurla Road, Andheri (East)
Mumbai 400059
CORPORATE OFFICE
6th Floor, Green Heart Building, Mfar Manyata Tech Park
Phase IV, Nagavara, Bengaluru - 560045
BANKERS
Standard Chartered Bank
Royal Bank of Scotland
Citi Bank N.A.
First Rand Bank Limited
J P Morgan Chase Bank
AUDIT COMMITTEE
Mr. Ari Mervis - Chairman
Mr. Stephen Shapiro - Upto 31.03.2015
Ms. Anna Jane Swaithes - From 03.02.2015

To 31.03.2015
Ms. Shwetambari Rao - From 01.04.2015
NOMINATION & REMUNERATION

COMMITTEE
Mr. Ari Mervis
Mr. Stephen Shapiro - Upto 31.03.2015
Ms. Anna Swaithes - Upto 31.03.2015
CORPORATE SOCIAL RESPONSIBILITY

COMMITTEE
Mr. Ari Mervis - Upto 31.03.2015
Mr. Stephen Shapiro - From 01.04.2015
Mr. Shalabh Seth - Upto 31.03.2015
Ms. Anna Swaithes - From 03.02.2015
STAKEHOLDERS RELATIONSHIP
COMMITTEE
Mr. Ari Mervis - From 08.05.2014
Mr. Tejvir Singh - From 06.08.2014
Mr. Suyog Karajgi - From 06.08.2014
Mr. Sridhar S - From 06.08.2014
STATUTORY AUDITORS
B S R & Co LLP
Chartered Accountants
Maruthi Info-Tech Centre
11-12/1, Inner Ring Road, Koramangala
Bangalore 560071
REGISTRAR AND
SHARE TRANSFER AGENT
Sharepro Services (India) Pvt Ltd
Samhita Warehousing Complex
Gala No.52 to 56, Bldg No.13A-B
Near Sakinaka Telephone Exchange
Andheri-Kurla Road, Sakinaka
Mumbai 400072
BREWERIES
Bangalore, Karnataka
Medak, Telangana
Sonepat, Haryana
Aurangabad, Maharashtra
Meerut, Uttar Pradesh
Neemrana, Rajasthan
Chalakudy, Kerala
Cuttack, Orissa
Puducherry Union Territory

Board Of Directors
Mr. Ari Mervis

Chairman and Member of
Audit Committee
Mr. Shalabh Seth

Managing Director
From 1st January 2015
Mr. Stephen Victor Shapiro

Director
Mr. Arun Monappa

Independent Director & Member of
Audit Committee
From 1st April 2015
Ms. Shwetambari Rao Chandrakant

Independent Director & Member of
Audit Committee
From 1st April 2015
Ms. Anna Jane Swaithes

Director
From 3rd February 2015
Mr. T.S.R. Subramanian

Director
Upto 3rd February 2015
Mr. Grant Murray Liversage

Managing Director
Upto 31st December 2014
Ms. Catherine May

Director & Member of
Audit Committee
Upto 31st October 2014
Our Brands
Our trusted
and time tested
home grown
brands
International
Brands for the
discerning
Trend setting
new premium
strong beer

OUR BRANDS
SUSTAINABLE DEVELOPMENT REPORT
MANAGING DIRECTORS STATEMENT
NOTICE
DIRECTORS REPORT
ANNUAL FINANCIAL STATEMENTS


OUR BRANDS
NOTICE
DIRECTORS REPORT


OUR BRANDS
NOTICE
DIRECTORS REPORT

Sustainability In Action
SABMiller Indias success is built upon
a clear strategic direction and a shared
commitment to the companys vision,
mission and values.
When our business

does well, so do the
local communities,
economies and
environment around us.
When they prosper, so do
we.
While the substance of our 10

sustainable development priorities
remains, and is integrated into the
day-to-day management and reporting
of our business, the focus is now on
5 shared imperatives that will enable
our businesses to benefit as local
communities prosper. Through these
we aim to tackle the five issues which
are most material for our business at
local and international level.
The five shared imperatives are as follows:
Accelerate growth and social development in our value chains

Make beer a natural choice for moderate and responsible drinkers
Secure shared water resources for SABMillers businesses and local communities
Create value through reducing waste and carbon emission
Support responsible, sustainable use of land for brewing crops

Secure shared water resources for our

business and local communities
water availability assessment and

externally
support
collaborative
resource management initiatives.
The project is supported by our

operations partner, International Crops
Research Institute for the Semi-Arid
Tropics (ICRISAT).
DIRECTORS REPORT
In India, numerous projects have been

initiated for water resource management
in our areas of operation along with
partners, such as Confederation of
Indian Industry (CII), International
Crops Research Institute for the
Semi-Arid Tropics (ICRISAT) and the
NOTICE
Water, one of SABMillers primary

sustainable development priorities,
is a global focus area. The company
adopted a clear water strategy based
on 5 Rs: reduce, reuse and recycle
water within the company, and recharge
and redistribute water outside the
company. Measures are on to reduce,
reuse, recycle water at the breweries,
drive performance improvement in
water efficiency, enhance focus on
Spent Malt is a high quality cattle

feed which when fed regularly to the
animal helps increase milk production.
The project is underway in 2 villages Priyadarshini Women SHG in Fasalvadi
village and Tejasri Women SHG in
Adarsha watershed, Kothapally village.
The Spent Malt Project around our

Charminar Brewery aims at making
provision of spent malt (by-product of
beer brewing which consists of residue
of malt Sand grain) to the farmers to
strengthen and improve their livelihoods
and financial security, especially the
women self-help groups (SHGs).
Creating Community
Partnerships -The Spent Malt
Project in Medak, Telangana
OUR BRANDS
Advanced Center for Water Resources

Development
and
Management
(ACWADAM).
10

Key Achievements:
Priyadarshini Women SHG in Fasalvadi village:
Tejasri Women SHG in Adarsha watershed, Kothapally village:
58 farmers are utilizing the spent malt (1437 kg/day)

and feeding 377 milch animals
With the use of spent malt as animal feed, farmers have
observed increased milk production of 1 liter/animal per
day with improved fat content
The project has led to an increase in net income per
family by Rs. 4,520 & Rs. 2,62,350 for the entire village
per month
54 farmers are utilizing the spent malt (1080 kg/day)

and feeding 268 milch animals
With the use of spent malt as animal feed, farmers have
observed increased milk production of 1.5 liter/animal
per day with improved fat content
The project has led to an increase in net income per
family by Rs. 5,400 & Rs. 2,91,420 for the entire village
per month
Potential of the initiative

The spent malt initiative will be expanded within the current year to few more Self Help Groups (SHGs) from the surrounding
villages, near the Charminar brewery in Medak.
The project empowers women SHGs through micro-entrepreneurship, increase income of farmers from milch animals and
improves their livelihoods.
Make beer a natural choice for moderate and

responsible drinkers
India has one of the worst road
traffic accident rates worldwide.
Recognising
this,
SABMiller
India embarked on an innovative
programme that goes beyond
spreading awareness of responsible
alcohol consumption and provides
solutions to drinking and driving,
in the form of alternates such as
hiring a chauffeur, renting a cab or
designating a buddy.
Launched in 2011 with the support
of Gurgaon Traffic Police, the
programme continued its efforts to
spread awareness about responsible
drinking and road safety. Since
last year, Rapid Metro Gurgaon
Limited (RMGL) has become a
new programme partner helping
in promoting the message of
responsible drinking and road safety.
Programme messages are promoted
both at the platforms and inside
the trains to encourage people to
follow road safety rules and spread
awareness to all.
This year, the programme has tied

up with popular restaurants in
Cyber Hub Gurgaon such as The
Wine Company, Beer Caf, Caf
Delhi Heights, Brix and others to
promote responsible drinking and to
encourage customers to be safe and
use alternatives mentioned above to
avoid drinking and driving.
During the year, various initiatives
successfully launched to promote the
programme and spread awareness
Outdoor hoardings with road
safety messages across the city
and in Rapid Metro Gurgaon
Radio was used extensively
to promote the message in
a creative manner during
the festive season, urging
people to enjoy responsibly.
The programme was extensively
promoted on Digital through
posts, contests, regular updates
on road safety.
11
Rapid Metro Gurgaon

philosophy is to provide
safe and convenient
mode of transportation and
contribute towards developing
a Smart City. We are very
happy to be associated with
SABMiller Indias Respect The
Road campaign which is yet
another step towards making
the city a safer place. We look
forward to more such initiatives
from corporates to spread
awareness towards road safety
and individual social
responsibility.
Mr. Rajiv Banga
CEO
Rapid Metro

Saanjhi Unnati
Achievements of the Initiative
The Saanjhi Unnati programme

started in 2005 with only 3 centers
in Rajasthan and currently, in 2015,
the programme had expanded
to 36 centers in 5 states. The
productivity of barley has improved
over the period by about 50% over
the project period (from 3 Mt/Ha to
4.50 Mt/Ha). The market insulated
price assurance to the member

farmers rolled out from 2013-14 and
14-15 has resulted in higher price
realization to a member farmer by
about 10%. Currently over 70% of
barley requirement for the company is
being met from Saanjhi Unnati. Over
the period, upon collaborating with
maltsters and brewers, the quality
of barley-malt is improved by over
5%, mainly due to control on barley
origination and management through
Saanjhi Unnati. To further boost the
R&D work being undertaken inhouse, a fully equipped lab is set up
in Neemrana which acts as a nodal
center for malt barley breeding, malt
process improvement & for Lab-toLand technology transfer.
Saanjhi Unnati (Progress through

Partnership), launched in 2005-06
by SABMiller India Limited to bring
about the transformation of barley
cultivation from feed barley to malt
barley and to establish a viable &
sustainable barley supply chain for
SABMiller India Limited, is in its 10
year of operations currently (201516).Malt barley breeding suitable for
India are being bread in-house by a
dedicated team of barley breeders
and scientists; a team of over 40
agronomists / extension workers,
disseminates improved package of
practices for malt barley cultivation
and post-harvest technology to

member farmers and the barley thus
produced is purchased back directly
from the farmers, eliminating the
middlemen and enabling farmers
to realize higher returns for their
produce.
OUR BRANDS
Malt Barley Development

Programme
NOTICE
DIRECTORS REPORT
12

Managing Directors Statement

Continuing the good progress we
have made on cost containment in
previous years, we also managed to
restrict our cost of goods sold to well
below inflation. Your company was
also able to successfully increase
operational capacity through the
contract manufacturing route in the
states of Chhattisgarh and Daman
thereby avoiding the need for capital
investment while increasing volumes.
Sustainable Development
Dear Shareholders,
Business performance
This year was another challenging year
for the Beer industry and for SABMiller
India due to several regulatory and
other issues. However, I am pleased to
inform you that your company was able
to grow Volume by c.1% in FY 201415 despite significant environmental
challenges during the year such as the
bifurcation of Andhra Pradesh which is
one of the largest volume contributing
states in the country, declaration by
the Kerala state government of a policy
for phased prohibition of alcohol and
the imposition of the election code of
conduct in several states during the
peak season in April and May.
During the year we successfully
launched Miller Ace a strong beer
variant of our premium Miller brand.
The initial response from Consumers
has been very positive. This launch
further strengthens our position as the
only beer company with a complete
portfolio straddling all segments.
Sustainable development is integral to

the way we do business. Underpinning
our approach are our new 5 shared
imperatives which inform how we focus
our efforts and prioritise our resources.
SABMiller India believes in inclusive
growth. We know that by helping
the businesses in our value chains
and their local communities to grow,
our business will grow too. Keeping
this in mind, we have taken the next
step in our sustainable development
(SD) strategy - building from our10
SD priorities since 2007 - to sharpen
our focus on tackling the sustainable
development challenges we jointly
face with our value chain partners and
communities.
While the substance of our 10
sustainable development priorities
remains, and is integrated into the
day-to-day management and reporting
of our business, the focus is now on
five shared imperatives that will enable
our businesses to benefit as local
communities prosper. Through these
we aim to tackle the five issues which
are most material for our business at
local and international level. These are:
13
Accelerate growth and social

development in our value chains;

Make beer the natural choice for

the moderate and responsible
drinkers;
Secure shared water resources

for our business and local
communities;
Create value through reducing

waste and carbon emission; and

Support responsible, sustainable

use of land for crops.
In India, we will continue to explore

innovative local solutions to address
shared
challenges
through
our
collaborative initiatives in the area
of water, alcohol and enterprise
development and striving towards
achieving reduction in carbon and
energy footprint across all our
locations.
Water
Water is crucial to our business and its
potential scarcity can affect us and the
communities we operate in. This has
triggered our efforts to be more efficient
in our water use and better understand
our watersheds. Water is a shared risk
and requires collective stakeholder
action. Recognizing this, we are
engaging in building partnerships with
Industry bodies, Non-Governmental
Organizations (NGOs), other important
institutes and the communities to
collectively address the challenge we
all face. Our projects in India on Ground
Water Management and Livelihood

Managing Directors Statement continued

We continue to believe that the future
of the Indian beer industry is bright and
will be driven by increasing disposable
incomes and a steady growth in legal
drinking age consumers. However,
regulatory barriers affecting distribution,
pricing and low outlet density will still be
significant factors hampering growth.
NOTICE
Our strong portfolio of brands spanning

all segments puts us in a good position
to tackle the challenges facing us in
an increasingly competitive market.
We have a robust business plan that
focuses our attention on key markets
where we believe we can win. I look
forward to reporting on our progress on
these plans in the next annual report.
We recognize the need to encourage

and support a culture of responsible
drinking behavior amongst those adults
who choose to enjoy our products and
share the societal concerns about
potential abuse of alcohol. Through
our various on ground initiatives we
strive to engage and inform people
about responsible alcohol behaviour.
Respect the Road, our flagship
programme initiated with the support
of local traffic police in Gurgaon,
Haryana now enters into the third year
of operation with plans to extend it in
terms of scope and reach. Rapid metro
is the new partner in our programme.
The company has recorded an

impairment loss of Rs.16 Crores during
the year. The same is on account of
impairment of the acquisition costs
for land and other related costs for a
proposed new brewery at Nanjangud
in Karnataka. Given several regulatory
and other issues we have not been
able to proceed with the same and
hence the Management believes that it
is more likely than not we will setup the
new Karnataka brewery in an alternate
site and not at the existing land
acquired at Nanjangud. Accordingly, it
believes that the costs incurred till date
at Nanjangud including the land costs
may not be recoverable and hence has
recorded an impairment loss of approx.
Rs.16 crores.
Future Outlook
Alcohol Responsibility
Exception reporting on
Financials
OUR BRANDS
Generation in the States of Rajasthan,

Haryana, Telengana and most recently
in Maharashtra are representative of
this approach.
Cheers!
Shalabh Seth
Area of Concern
Enterprise Development
14
The proposed exclusion of the

alcoholic beverages industry from the
GST regime would spell a significant
adverse effect on this industry due to an
inability to claim set off of taxes levied
on input materials. Your company
along with other industry players is
actively engaged in representations
to the central and state governments
on the subject of inclusion of alcohol
under GST.
DIRECTORS REPORT
Our
Malt
Barley
Development
Programme -Saanjhi Unnati, which
started in Rajasthan with 1500
farmers in 2005, goes from strength
to strength. It has now been extended
to 36 centers in 5 States with about
9,500 farmers mirroring the trust and
continuous engagement of our teams
with the local communities. Your
company is now procuring more than
70% of its barely requirement through
this programme.

Notice to Members
Regd. Office: Unit No.301-302, Dynasty Business Park, 3rd Floor

Andheri-Kurla Road, Andheri (East), Mumbai 400 059
Tel: (022) 39499999 | Fax: (022) 30913666
Website: www.sabmiller.in
CIN: U65990MH1988PLC049687
NOTICE
members at each annual general

meeting in terms of Section 139 of
the Companies Act, 2013 read with
Illustration 2 to Rule 6 of Companies
(Audit and Auditors) Rules, 2014
and who have offered themselves
to continue as Statutory Auditors
for the Financial Year 2015-16 and
have confirmed their eligibility to
be appointed as Auditors in terms
of provisions of Section 141 of
the Act, and Rule 4 of the Audit
and Auditors Rules, 2014, be and
is hereby ratified to continue as
Statutory Auditors of the Company
for the Financial Year 2015-16
at such remuneration as may be
decided by the Board of Directors.
is hereby given that the

26th Annual General Meeting of the
members of the Company will be
held at Janssen Delite Hall, Holy Spirit
Hospital Campus, Mahakali Caves
Road, Andheri (East), Mumbai 400 093
on Wednesday, the 12th August, 2015
at 3.30 p.m. to transact the following
business:
Ordinary Business
1. To receive, consider and adopt the
Audited Balance Sheet as at 31st
March, 2015 and the Statement
of Profit & Loss for the year ended
on that date and the Report of the
Directors and Auditors thereon.
2. To appoint a Director in place of
Mr. Stephen Victor Shapiro, who
retires by rotation at this meeting
and being eligible, offers himself for
re-appointment.
Special Business
4. Appointment of Managing Director

3. Appointment of Auditors

To consider, and if thought fit, to

pass with or without modification(s)
the following resolution as an
Ordinary Resolution:
RESOLVED THAT M/s B S R &
Co. LLP, Chartered Accountants
(ICAI firm registration number
101248W), who were appointed as
Statutory Auditors of the company
in the last annual general meeting,
who hold office upto the Financial
Year 2016-17 i.e. upto 31st March
2017, subject to ratification of
To consider and, if thought fit to

pass with or without modification(s),
the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to
provisions of sections 196, 197,
203 read with Schedule V and
all other applicable provisions,
if any, of the Companies Act,
2013 (including any statutory
modification(s) or re-enactment(s)
thereof, for the time being in
force) together with applicable
Rules under the Companies
(Appointment and Remuneration
of Managerial Personnel) Rules,
2014, consent of the Company
15
be and is hereby accorded for the

appointment of Mr. Shalabh Seth,
who is a resident and who satisfies
the conditions specified in Part I of
Schedule V to the Companies Act,
2013 as Managing Director of the
Company for a period of 5 years.

RESOLVED FURTHER THAT

pursuant to provisions of sections
196, 197, 203 read with Schedule
V and all other applicable
provisions, if any, of the Companies
Act, 2013 (including any statutory
modification(s) or re-enactment(s)
thereof, for the time being in
force) together with applicable
Rules under the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014,
consent of the Company be and is
hereby accorded for payment of
remuneration for period of 3 years
to Mr. Shalabh Seth, Managing
Director as detailed hereunder:
I. Salary: Upto a maximum of
Rs.3,50,00,000/-(Rupees Three
Crore Fifty Lakhs only) per
annum including performance
bonus as may be determined
by the Board of Directors.
II. Perquisites:
(a) Contribution to Provident
Fund and Superannuation Fund
as per the Companys Rules.
(b) Earned/Privilege Leave and
Encashment of leave at the
end of the tenure as per the
Companys Rules.

Notice to Members

To consider and, if thought fit to pass

with or without modification(s), the
RESOLVED THAT pursuant to the

provisions of Section 161(4) of the
Companies Act, 2013, Ms. Anna
Jane Swaithes, who has given her
consent to act as Director and has
given a declaration that she is not
disqualified to act as Director under
the Act in terms of Section 152(4) of
the said Act and appointed by the
Board at its meeting held on 3rd
February, 2015, be and is hereby
appointed Director of the Company
in the casual vacancy caused by the
resignation of Ms. Catherine May,
Director and she will hold office upto
the date upto which Ms. Catherine
May, former Director would have
held the office.
6. Appointment of Independent Director


following resolution as an Ordinary
Resolution:

provisions of sections 149, 152
and other applicable provisions, if
any, of the Companies Act, 2013
(the Act) and the Rules framed
thereunder, read with Schedule IV
to the Act, as amended from time
to time, Ms. Shwetambari Rao
Chandrakant (DIN 01240062), who
has submitted a declaration that she
meets the criteria for independence
as provided in section 149(6) of the
Act and appointed by the Board at
its meeting held on 3rd February,
2015, and is eligible for appointment,
be and is hereby appointed as
an Independent Director of the
16
8. Borrowing Powers


following Resolution as a Special
Resolution:
RESOLVED THAT pursuant to

Section 180(1)(c) of the Companies
Act, 2013 and other enabling and
applicable provisions, if any, of the
said Act, consent be and is hereby
accorded to the Board of Directors
of the Company for borrowing any
sum or sums of money from time
to time from one or more persons,

Resolution:
DIRECTORS REPORT
5. Appointment of Independent Director
NOTICE
RESOLVED FURTHER THAT the

Key Managerial Personnel or any
of the directors of the Company be
and are hereby severally authorized
to file applicable e-forms with
the Registrar of Companies,
Maharashtra, Mumbai/MCA portal.
7. Appointment of Director to fill the

casual vacancy

provisions of sections 149, 152 and
other applicable provisions, if any, of
the Companies Act, 2013 (the Act)
and the Rules framed thereunder,
read with Schedule IV to the Act, as
amended from time to time, Mr. Arun
Monappa (DIN 00050840), who has
submitted a declaration that he
meets the criteria for independence
as provided in section 149(6) of the
Act and appointed by the Board at
its meeting held on 3rd February,
2015, and is eligible for appointment,
be and is hereby appointed as
an Independent Director of the
Company for a period of One Year
with effect from 1st April 2015 up to
31st March 2016.
RESOLVED FURTHER THAT in

the event of loss or absence or
inadequacy of profits during any
financial year, the remuneration
mentioned above shall be treated
as minimum remuneration payable
to Mr. Shalabh Seth, Managing
Director, subject to the provisions
of Schedule V.
RESOLVED FURTHER THAT
the Board of Directors or any
Committee of the Board be and is
hereby authorized to amend, alter,
modify or otherwise vary the terms
and conditions of appointment
of Mr. Shalabh Seth, Managing
Director including the components
of the remuneration within the
overall limit as stated above and do
all such acts, deeds and things as
in its absolute discretion it may think
necessary, expedient or desirable,
settle any question or doubt that
may arise in relation thereto in
order to give effect to the foregoing
resolution.
Company for a period of One Year

with effect from 1st April 2015 up to
31st March 2016.

Resolution:
OUR BRANDS
III. Other Terms: Mr. Shalabh

Seth, Managing Director shall
not be paid any sitting fees for
attending the meetings of the
Board and/or Committee of
Directors.
continued

Notice to Members
firms, body corporates, banks,
financial institutions or from others
by way of cash credit, advances,
deposits or other loans whether
secured or unsecured by mortgage,
charge, hypothecation, lien or
pledge of the Companys assets
and properties whether movable
and/or immovable or stock-in-trade
(including book debts, bills, raw
materials, stores and spare parts and
components in stock or in transit)
work-in-progress and debts and
advances notwithstanding that the
sum or sums so borrowed together
with the moneys, if any, already
borrowed by the Company (apart
from the temporary loans obtained
from the Companys bankers in the
ordinary course of business) may
exceed in the aggregate the paid up
capital of the Company and its free
reserves which have not been set
apart for any specific purpose but so
that the total amount upto which the
moneys may be so borrowed shall
not at any time exceed Rs.2,500
Crores (Rupees Two thousand five
hundred crores).

BY ORDER OF THE BOARD

Sridhar S
Company Secretary
Place: New Delhi

Date: 19th May, 2015
NOTES:
1. A member entitled to attend and vote
at the meeting is entitled to appoint
a proxy to attend and vote on a poll
in his/her stead. A proxy need not
be a member of the company.

Proxies in order to be effective must

be deposited at the registered office
continued
of the company not less than fortyeight hours before the meeting. A
blank proxy form is enclosed.
E-mail: sharepro@shareproservices.
com
5. Voting through electronic means:
2. For convenience of members an

attendance slip is also annexed.
Members are requested to affix their
signature at the space provided
therefore and hand over the same
at the place of Meeting. The Proxy
of a member should mark on the
attendance slip as Proxy. Members
are also requested to bring their
copies of the Annual Report to the
venue of the Meeting. Please refer to
inside of back cover page for route
map to reach the AGM venue.
3. Under the Companies Act, 2013
and the rules thereunder, the
company is permitted to serve on
the Members documents including
Annual Report and notices through,
inter alia, the electronic mode.
The company may send to the
Members the Annual Report and
other documents/communications
either physically to their registered
address or by e-mail at the e-mail
addresses registered with the
company/received through the
respective Depository.
4. All queries relating to non-receipt
of share certificates after transfer/
transmission/
dematerialization/
rematerialization, mandates, change
of address, nomination etc. may be
sent to the Registrar & Share Transfer
Agents, Sharepro Services (India)
Pvt. Ltd., Samhita Warehousing
Complex, Gala No.52 to 56,
Bldg No.13 A-B, Near Sakinaka
Telephone Exchange, Andheri-Kurla,
Road, Sakinaka, Mumbai - 400 072,
Tel: 022- 67720300 / 67720400 Fax
No: 022- 28591568 / 28508927,
17
I. In compliance with provisions of

Section 108 of the Companies
Act, 2013, Rule 20 of the
Companies
(Management
and
Administration)
Rules,
2014 as amended by the
Companies (Management and
Administration)
Amendment
Rules, 2015, the Company is
pleased to provide members
facility to exercise their right to
vote on resolutions proposed
to be considered at the Annual
General Meeting (AGM) by
electronic means and the
business may be transacted
through e-Voting Services. The
facility of casting the votes by
the members using an electronic
voting system from a place other
than venue of the AGM (remote
e-voting) will be provided by
National Securities Depository
Limited (NSDL).
II. The facility for voting through
polling paper shall be made
available at the AGM and the
members attending the meeting
who have not cast their vote by
remote e-voting shall be able
to exercise their right at the
meeting through polling paper.
III. The members who have cast
their vote by remote e-voting
prior to the AGM may also
attend the AGM but shall not be
entitled to cast their vote again.
IV. The remote e-voting period
commences on 9th August,

Notice to Members
(viii) Now you are ready for

remote e-voting as Cast
Vote page opens.
(ix) Cast your vote by selecting
appropriate option and
click on Submit and also
Confirm when prompted.
REVEN
(Remote
e-voting
Event Number) USER ID
PASSWORD/PIN
(ii) Please follow all steps from
Sl. No. (ii) to Sl. No. (xii)
above, to cast vote.
(xi) Once you have voted on

the resolution, you will not
be allowed to modify your
vote.
VI. In case of any queries, you

may refer the Frequently Asked
Questions (FAQs) for Members
and remote e-voting user
manual for Members available
at the download section of
www.evoting.nsdl.com or call
on toll free no.: 1800-222-990.
(xii) Institutional shareholders

(i.e. other than individuals,
HUF, NRI etc.) are required
to send scanned copy
(PDF/JPG Format) of the
VII. If you are already registered

with NSDL for remote e-voting
then you can use your existing
user ID and password/PIN for
casting your vote.
(iii) Click on Shareholder - Login

(iv) Put user ID and password as
initial password/PIN noted in
step (i) above. Click Login.
18
(x) Upon confirmation, the

message
Vote
cast
successfully
will
be
displayed.
(i) Initial password is provided

as below/at the bottom of
the Attendance Slip for the
AGM.
DIRECTORS REPORT
(ii) Launch internet browser by

typing the following URL:
https://www.evoting.nsdl.
com
of
NOTICE
(i) Open email and open PDF

file remote e-voting.pdf
with your Client ID or Folio
No. as password. The said
PDF file contains your user
ID and password/PIN for
remote e-voting. Please
note that the password is
an initial password.
(vii)
Select
REVEN
B. In case a Member receives

physical copy of the Notice
of AGM [for members whose
email IDs are not registered
with the Company/Depository
Participants(s) or requesting
physical copy] :
A. In case a Member receives

an email from NSDL [for
members whose email IDs are
registered with the Company/
Depository Participants(s)]:
(vi) Home page of remote

e-voting opens. Click on
remote e-voting: Active
Voting Cycles.
relevant Board Resolution/

Authority letter etc. together
with attested specimen
signature of the duly
authorized
signatory(ies)
who are authorized to vote,
to the Scrutinizer through
e-mail to scrutiniser@snaco.
net with a copy marked to
evoting@nsdl.co.in
V. The process and manner for

remote e-voting are as under:
(v) Password change menu

appears.
Change
the
password/PIN with new
password of your choice
with minimum 8 digits/
characters or combination
thereof.
Note
new
password. It is strongly
recommended
not
to
share your password with
any other person and take
utmost care to keep your
password confidential.
OUR BRANDS
2015 (9:00 am) and ends on

11th August, 2015 (5:00 pm).
During this period members of
the Company, holding shares
either in physical form or in
dematerialized form, as on the
cut-off date of 5th August, 2015,
may cast their vote by remote
e-voting. The remote e-voting
module shall be disabled by
NSDL for voting thereafter. Once
the vote on a resolution is cast
by the member, the member
shall not be allowed to change
it subsequently.
continued

Notice to Members
VIII. You can also update your mobile
number and e-mail id in the user
profile details of the folio which
may be used for sending future
communication(s).
IX. The voting rights of members
shall be in proportion to their
shares of the paid up equity
share capital of the Company
as on the cut-off date of 5th
August, 2015.
X. Any person, who acquires shares
of the Company and become
member of the Company after
dispatch of the notice of AGM
and holding shares as of the
cut-off date i.e. 5th August,
2015, may obtain the login ID
and password by sending a
request at evoting@nsdl.co.in or
contacting the RTA at sharepro@
shareproservices.com

If you forgot your password,

you can reset your password
by using Forgot User Details/
Password option available
on www.evoting.nsdl.com or
contact NSDL at the following
toll free no.: 1800-222-990.
XI. A person, whose name is

recorded in the register of
members or in the register of
beneficial owners maintained by
the depositories as on the cutoff date only shall be entitled
to avail the facility of remote
e-voting as well as voting at the
AGM through polling paper.
XII. M/s S.N. Ananthasubramanian
& Co., Practising Company
Secretaries
have
been
appointed as the Scrutinizer to
continued
scrutinize the voting and remote

e-voting process in a fair and
transparent manner.
XIII. The Chairman shall, at the AGM,
at the end of discussion on the
resolutions on which voting is
to be held, allow voting with the
assistance of scrutinizer, by use
of Polling Paper for all those
members who are present at
the AGM but have not cast their
votes by availing the remote
e-voting facility.
XIV. The Scrutinizer shall after the
conclusion of voting at the AGM,
will first count the votes cast
at the meeting and thereafter
unblock the votes cast through
remote e-voting in the presence
of at least two witnesses not in
the employment of the Company
and shall make, not later than
three days of the conclusion
of the AGM, a consolidated
scrutinizers report of the total
votes cast in favour or against,
if any, to the Chairman or a
person authorized by him in
writing, who shall countersign
the same and declare the result
of the voting forthwith.
XV. The Results declared along with
the report of the Scrutinizer
shall be placed on the website
of the Company www.sabmiller.
in and on the website of NSDL
immediately after the declaration
of result by the Chairman or
a person authorized by him in
writing.
6. All documents referred to in the
accompanying Notice and the
Explanatory
Statement
shall
19
be open for inspection at the

Registered Office of the Company
during normal business hours (9.00
am to 5.00 pm) on all working
days except Saturdays, up to and
including the date of the Annual
General Meeting of the Company.
7. This Notice has been updated with
the instructions for voting through
electronic means as per the
Amended Rules 2015.
Explanatory Statement
(Pursuant to section 102 of
the Companies Act, 2013)
As required by Section 102 of the
Companies Act, 2013 (the Act), the
following explanatory statement sets
out all material facts relating to the
business mentioned under Item Nos. 4
to 8 of the accompanying Notice:
Item No.4
Mr. Grant Liversage has resigned
as a Managing Director w.e.f 31st
December 2014. The Board of Directors
of the Company at its meeting held
on 11th November, 2014 appointed,
subject to approval of the members
of the Company Mr. Shalabh Seth as
the Managing Director of the Company
effective from 1st January, 2015 for
a period of five years and approved
limits for payment of remuneration for
a period not exceeding three years
as detailed in the Resolution forming
part of the accompanying notice. The
remuneration approved by the Board of
Directors and as proposed in this Notice
for confirmation by the Shareholders
is a reasonable remuneration not
with standing the limits prescribed in
Schedule V to the Act considering the
nature and type of responsibilities and

Notice to Members
None of the Directors or Key Managerial

Personnel (KMP) or relatives of
Directors or KMP are either directly or
indirectly concerned or interested in
the said Resolution except Mr. Shalabh
Seth, Managing Director.
Information provided hereinabove sets
out all such facts as are required to
enable the members to understand the
meaning, scope and implications of the
item of business and to take a decision
thereon.

NOTICE
Mr. Shalabh Seth has over all experience

of more than 20 years. He joined
SABMiller India in 2003 and brings
along rich experience and extensive
industry knowledge across functions
like manufacturing, logistics, product
development, human resources and
Mr. Shalabh Seth has filed with the

Company his consent pursuant
to Sections196(4) and 197(5) and
Companies
(Appointment
and
Remuneration of Managerial Personnel)
Rules, 2014. He satisfies the conditions
set out in Part I of Schedule V to the
Act, for being eligible for appointment
as Managing Director. He is not
disqualified from being appointed as a
Director in terms of Section 164(2) of
the Companies Act, 2013.
Your Directors are of the opinion that

the appointment of Mr. Shalabh Seth
as a Managing Director would be
in the interest of the Company and
accordingly recommend the passing of
the resolution proposed at Item No.4
of the Notice.
Mr. Shalabh Seth has completed

his MBA from INSEAD France and
holds a B.E. Degree in Mechanical
Engineering from BITS Pilani, India. He
has undergone General Management
Development Program at Wharton
Business School, United States.
sales. Mr. Shalabh has a proven track

record in the Indian business and over
the years has progressed through various
senior roles in the organization including
Head of Manufacturing Development,
Supply Chain Director, and has been the
Sales Director since October 2011. Prior
to joining SABMiller India, he worked
with ITC Ltd for over 8 years.
OUR BRANDS
obligations cast upon the Managing

Director, the nature and size of business
and the complexities associated with the
alcoholic liquor industry that needs to be
managed and is also comparable with
the remuneration drawn by Managing
Director / wholetime director of similarly
placed company in the industry.
continued
Resolution is commended for the

consent of the shareholders.
Statement containing Particulars as prescribed in sub-clause (iv) of second proviso to Clause (B) of
Section II of Part II of Schedule V of the Act.
Nature of Industry
The Company is engaged in manufacture and sale of Beer
Date or expected date of commencement of The Company was incorporated on 18th November 1988
commercial production
In case of new companies, expected date of Not Applicable

commencement of activities as per project
approved by financial institutions appearing in the
prospectus
Financial performance based on given indicators
Rs. Crores
Revenue from operations

Profit Before tax
5
Foreign investments or collaborations, if any
31-03-2013
31-03-2014
31-03-2015
1996.53
1920.23
1939.70
(88.35)
(99.73)
(127.36)
SABMiller plc the ultimate holding company holds 99.43% equity

shares through its subsidiaries SABMiller Asia B.V., holding
51.76%, SABMiller Breweries Private. Limited, holding 45.36%,
SABMiller India Holdings, holding 1.79% and Austindia Pty Ltd,
holding 0.53%.
20
DIRECTORS REPORT
I. GENERAL INFORMATION

Notice to Members
continued
II. INFORMATION ABOUT THE APPOINTEE:

1
Background details
Mr. Shalabh Seth is aged 43 years, Mechanical Engineer from BITS, Pilani and MBA
from INSEAD. Mr. Seth has experience of more than 20 years and has held various
positions in the Company since 2003. He was the Director-Sales of the Company prior
to appointment as Managing Director.
Past remuneration
Rs.13,815,629/- for the period from 1st April 2014 to 31st December 2014
Recognition or awards
Nil
Job profile and his suitability
Mr. Shalabh Seth as Managing Director shall be responsible to deliver the strategic
business objectives of the company as set by the Board of Directors.
Mr. Shalabh has a proven track record in the Indian business and over the years has
progressed through various senior roles in the organization including Head of Manufacturing
Development, Supply Chain Director, and was the Sales Director since October 2011.
Prior to joining SABMiller India, he has worked with ITC Ltd for over 8 years.
He has the relevant industry experience in various functions in a leadership role and
accordingly he is well suited to lead the Company as a Managing Director.
Remuneration proposed
The terms and conditions of appointment along with details of remuneration are set out
in the Special Resolution proposed in the Notice of Annual General Meeting.
Comparative remuneration
profile with respect to industry,
size of the company, profile
of the position and person
(in case of expatriates, the
relevant details would be w.r.t.
the country of his origin)
The remuneration drawn by Managing Director is comparable with the remuneration

drawn by Managing Director / Wholetime Director of similarly sized companies in the
Consumer Goods industry. The compensation is determined in accordance with the
Remuneration Policy of the SABMiller Group and basis the remuneration for persons
of his qualification, experience and the responsibility assigned.
Pecuniary relationship directly

or indirectly with the company,
or relationship with the
managerial personnel, if any
Mr. Shalabh Seth has no pecuniary relationship directly or indirectly either with
the company or with any managerial personnel, except to the extent of proposed
remuneration.
III. OTHER INFORMATION:

1
Reasons of loss or inadequate profits
The losses made by the company are largely on account of the

current comparatively low profitability of the beer industry in India
as well as the interest expenses incurred on borrowings used to
fund the large capital investments made in the business.
Steps taken or proposed to be taken for

improvement
The business is investing aggressively on expanding its Premium

brands portfolio which have a higher profitability. In addition the
business is also accessing and expanding capacity to support
increased volumes and improving efficiencies to reduce costs.
These steps will improve the profitability of the business.
Expected increase in productivity and profits in

measurable terms
Rs. Crores

EBITDA
21
31-03-2016
31-03-2017
31-03-2018
2205.40
2578.20
2970.00
259.14
310.09
370.43

Notice to Members
continued
OUR BRANDS
IV. DISCLOSURES
1
Disclosure as required in the Board of Directors Report under the heading

Corporate Governance if any attached to the Annual Report.
Not Applicable
(ii)
Details of fixed component and performance linked incentives along

with the performance criteria.
Not Applicable
(iii)
Service Contracts, notice period, severance fees.
Not Applicable
(iv)
Stock Option Details, if any, and whether the same has been issued
at a discount as well as the period over which accrued and over
which exercisable.
Not Applicable
Item No.5
Mr. Arun Monappa is a Non-Executive

Independent Director of Tata Coffee
Limited since March 31, 2006. He
has international experience having
worked in corporates in Sweden, USA
and in India besides being a Planter.
He served as a Professor of Personnel
Management & Industrial Relations at
IIM, Ahmedabad. He holds a Masters
degree in Political Science & Public
Administration, M.Sc. in Industrial
Relations and is a J.N.Tata Scholar at
L.S.E.
A brief profile of the Independent

Director to be appointed is given
below:

Personnel (KMP) or relatives of Directors
or KMP are either directly or indirectly
concerned or interested in the said
Resolution.
thereon.
22
Ms. Shwetambari Rao Chandrakanth

has given a declaration to the Board that
she meets the criteria of independence
as provided under section 149(6) of
the Act. In the opinion of the Board,
the person fulfils the conditions
specified in the Act and the Rules
framed thereunder for appointment
as Independent Director and she is
independent of the management.
In compliance with the provisions of
section 149 read with Schedule IV of
the Act, the appointment of the above
person as Independent Directors is
now being placed before the Members
for approval.
In compliance with the provisions of

section 149 read with Schedule IV of
the Act, the appointment of the above
person as Independent Directors is
now being placed before the Members
for approval.
The Board has appointed Mr. Arun

Monappa as Independent Director
based on his qualification, experience
and standing as provided hereinabove.
Ms. Shwetambari Rao Chandrakanth

has been appointed as Independent
Director of the Company at the Board
meeting held on 3rd February, 2015 for
a period of One Year effective from1st
April 2015 up to 31st March 2016, who
is not liable to retire by rotation.
DIRECTORS REPORT
Mr. Arun Monappa has given a

declaration to the Board that he meets
the criteria of independence as provided
under section 149(6) of the Act. In
the opinion of the Board, the person
fulfils the conditions specified in the
Act and the Rules framed thereunder
for appointment as Independent
Director and he is independent of the
management.
Item No. 6
NOTICE
Mr. Arun Monappa has been appointed

as Independent Director of the
Company at the Board meeting held on
3rd February, 2015 for a period of One
Year effective from1st April 2015 upto
31st March 2016, who is not liable to
retire by rotation.

All elements of remuneration package such as Salary, benefits,

bonuses, stock options, pension, etc. of all the Directors.
(i)

Notice to Members
continued
A brief profile of the Independent Director

to be appointed is given below:
May, former Director would have held

the office.

is a Law graduate from ILS Law
College, Pune and has 10 years of rich
experience in K Law, a leading Law
firm in Bangalore. She is a specialist
in Corporate and Commercial Laws
and advisor on high value transactions
involving structuring and setting up of
business operations in India.
A brief profile of Ms. Anna Jane

Swaithes is provided below:
The
Board
has
appointed
as Independent Director based on her
qualification, experience and standing
as provided hereinabove.
Personnel (KMP) or relatives of Directors
Resolution.
thereon.
Item No. 7
Ms. Anna Jane Swaithes has been
appointed as a Director pursuant to
the provisions of Section 161(4) of the
Companies Act, 2013 at the Board
Meeting held on 3rd February, 2015
to fill the casual vacancy caused on
the resignation of Ms. Catherine May,
Director and she holds the office upto
the date upto which Ms. Catherine
Ms. Anna Jane Swaithes is Head of

Livelihoods, Land and Food Security at
SABMiller plc. Anna joined SABMiller
in 2012, and Anna works closely with
colleagues in local business units,
procurement, technical and sales
functions to develop and implement
strategies to support sustainable
agriculture, enterprise development and
livelihoods. She leads engagement on
these topics with external stakeholders
such as UN bodies and NGO partners.
Immediately prior to joining SABMiller
plc, Anna was Head of Development,
Cocoa Partnership at Kraft Foods.
She
led
the
multi-stakeholder
Cadbury Cocoa Partnership from its
establishment in 2008 until 2012.
She studied Law and German, and
subsequently worked for 8 years as
a strategy consultant to the food and
beverage sector.
Personnal (KMP) or relatives of directors
Resolution.
thereon.
23
Item No.8
At the Annual General Meeting of the
Company held on 29th August, 2012,
the Members empowered the Board
of Directors under Section 293(1)(d) of
the Companies Act, 1956 to borrow
monies for the business purposes of
the Company upto a limit of Rs.2,500
Crores over and above the paid
up capital and free reserves of the
company.
In view of introduction of new
Companies Act, 2013, the above
limits shall have to be approved by
the Shareholders under Section 180(1)
(c) of the said Act. Hence, approval of
members is sought through resolution
proposed under item No.8.
Personnal (KMP) or relatives of directors
Resolution.
thereon.
consent of the shareholder.
BY ORDER OF THE BOARD

Sridhar S
Company Secretary
Place: New Delhi

Directors Report
OUR BRANDS
Dear Members,
Your Directors have pleasure in

presenting their 26th Report and the
Statement of accounts for the year
ended 31st March 2015.
State of Affairs
(Rupees in Crores)
Particulars
Financial
Year
2014-15
2013-14
1939.70
1920.23
Profit/(Loss) before taxation
(127.36)
(99.73)
(127.36)
(99.73)
Less:Provision for taxation

Profit/(Loss) after taxation
Events subsequent to
the date of financial
statements
There are no material changes and
commitments
affecting
financial
position of the company between 31st
March 2015 and the date of Boards
Report.
Dividend
As the Company has incurred loss
during the year, the Directors do not
24
Our Brands
Haywards 5000
The brand continued its successful
journey during 2014-15 as well and
gained both in terms of brand equity
measures and market share in key
states. Our Haywards 5000 Hausla
Buland Academy initiative is now
in its second year of existence and
the program has already touched
more than 60,000 people across
the country. This year the Hausla
Buland Academy extended its reach
through a skills development program
and conducted many on-ground
activations across the country to help
people fuel their resolve to reach their
next milestone in life in line with the
brands positioning.
Losses for the year increased over

the prior year due to commodity cost
inflation in the country and higher
inter-state taxes due to bifurcation of
state of Andhra Pradesh. The extent
of the increase in losses was partially
mitigated by several management
initiatives during the year including
price increase taken across 17 states
Your Board enjoys the unqualified

support of all its financiers whose
confidence in the future of your
company is evidenced by the fact that
all borrowings have been made without
the bankers taking any charges over
your companys assets and are used for
both short term and long term purposes.
recommend any dividend on the equity

capital of the Company.
DIRECTORS REPORT
Your company achieved over 5.2

million hectoliters of sales during the
year which is c.1% growth over the
previous year. The overall Indian beer
industry was impacted by National
and State assembly election related
restrictions during the year coupled
with regulatory changes in a number of
key states. Despite this, your company
was able to achieve increase in turnover
from Rs.3363 Crores in 2013-14 to
Rs.3412 Crores in 2014-15 helped by
price increases taken across states,
launch of a new brand Miller Ace and
repositioning of brand Fosters.
as well as continued Fit for Purpose

cost initiatives on our brewing and
packaging costs.
NOTICE
Operations
Financial
Year

Directors Report
continued
Royal Challenge
Miller Franchise
Royal Challenge continued to build

its Smoothness brand proposition
and entrenched it through outlet
level promotions and other initiatives
that helped consumers experience
the product proposition of the
smoothest beer first hand.
Miller High Life is an easy drinking

premium American lager that is
produced with the highest standards
of quality. Miller High Life was
launched in India in the year 2011
and the brand perfectly balances
bitterness and smoothness, is
known for its golden color, high
carbonation, the elegantly shaped
clear glass bottle and its consistently
crisp smooth taste. Also in 2014
Miller High Life continued to be the
fastest growing Premium Mild beer
in the industry as more and more
urban consumers are discovering
the easy drinking taste of Miller.
Knock Out
Knock Out continued its focus
in its core markets of Karnataka,
Maharashtra, Telangana and Andhra
Pradesh also during 2014. We
launched a new thematic through
the line campaign in the second half
of the year and introduced regional
celebrities as brand ambassadors.
As a result our brand equity
measures for Knock Out in all above
states have improved over the past
year.
Fosters
Fosters plays a critical role for our
business in the Upper-Mainstream
beer segment. We have re-launched
the brand in 2014 with a new
refreshing brew, have innovated
our packaging to include thermochromatic elements that show
consumers when their beer is
most refreshing and have imported
world class extra-cold assets to
deliver Fosters always extra-cold
and most refreshing. Since the
re-positioning of Fosters to the
extra-cold refreshment platform,
all consumer measures for the
brand have improved and this has
translated into volume and market
share growth across key states for
the year.
Miller ACE instead is the newly

introduced American style premium
strong beer that we launched in
late 2014. This beer is brewed to
perfection using a perfect blend of
pale and caramel malt with imported
barley and light-stable hops for a
bold flavor and a smooth finish. Miller
ACE was launched to address the
increasing consumer demand for a
world class quality premium strong
beer and has already achieved
important sales milestones since its
launch.
Peroni Nastro Azzurro
Peroni Nastro Azzurro was launched
in 7 major metros and its positioning
of Italian style has been brought
alive with world class activations in
top key accounts which received
a very positive response from
both consumers and customers.
Subtle branding and effortless style
combined with a crisp taste has
made Peroni Nastro Azzurro the
25
beer of choice for cosmopolitan and

stylish drinkers that demand the best
in everything they choose.
Human Resource
It is our people which really
set SABMiller India apart. We
consciously attract, retain and
develop employees with ability,
commitment and the ambition to
succeed in a result driven, fast
paced global business. Its our
people; their belief and commitment
to best practices, our values and
our quality products which make
SABMiller one of the leading and
most admired brewers across
the globe. SABMillers people
philosophy has been to enable an
organizational culture that values
decentralized and entrepreneurial
working. We are committed to
creating a transparent organization
that helps our employees hone their
skills and enable them to deliver
superior performance. During the
fiscal year 2014-15, SABMiller
India focused on various strategic
learning programmes, employee
engagement and health and safety
initiatives aimed at the holistic
development
of
our
dynamic
workforce. SABMiller Indias Talent
Management strategy incorporated
a structured approach in employee
engagement,
resourcing,
performance and compensation
management, competency-based
development, career and succession
planning and organization building.
Our
maiden
Global
Employee
Effectiveness Survey was conducted
by Towers Watsons in the month
of July 2014. In India we had a

Directors Report
Directors
In accordance with the Clause (c)
sub-Clause (6) of Section 152 of the
Companies Act, 2013 at every Annual
General Meeting of the Company, one
third of the total numbers of Directors
are liable to retirement by rotation.
26
Ms. Anna Jane Swaithes has been

appointed as Director w.e.f. 3rd
February, 2015 to fill the casual
vacancy caused by the resignation of
Ms. Catherine May, Director and she
will hold office upto the date upto which
Ms. Catherine May, former Director
would have held the office.
Mr. T.S.R. Subramanian has resigned
as a Director of the company w.e.f. 3rd
February, 2015 on personal grounds.
The Board placed on record their
appreciation for the meritorious services
rendered by Mr. T.S.R. Subramanian
during his tenure as Director of the
company.
The Board of Directors met 4 times

during the financial year i.e., on 8th May
2014, 6th August 2014, 11th November
2014 and 3rd February 2015.
Mr. Shalabh Seth has been appointed

as Managing Director of the company
w.e.f. 1st January, 2015.
DIRECTORS REPORT
Board Meetings
Mr. Grant Liversage has resigned

as a Managing Director w.e.f. 31st
December, 2014. The Board placed
on record their appreciation for the
meritorious services rendered by
Mr. Grant Liversage during his
tenure as Managing Director of the
company.
NOTICE
SABMiller India continues to maintain

its impressive record on industrial
relations without any interruption in
work. Indeed, this year, SABMiller
India has amicably signed 4 long
term settlements.
Ms. Catherine May has resigned from

the Group and as such resigned as a
Director of the company w.e.f. 31st
October, 2014. The Board placed
on record their appreciation for the
meritorious services rendered by
Ms. Catherine May during her tenure
as Director of the company.
SABMiller India has always endeavoured

to maintain transparency, fairness
and uniformity in all our people
management
processes.
An
Employee Handbook- Genuine
At SABMiller India, we believe that

creating and maintaining a diverse
workforce is a business imperative.
We see diversity as a competitive
advantage and key ingredient for
growth. Hence, we are striving
to build an inclusive workplace
that promotes cultural agility, a
global mind-set and diversity of
experience and thoughts. Towards
this end, your Company has seen a
growing number of women joining
the workforce through targeted
lateral hiring and hiring at B-School
campuses.
Accordingly Mr. Stephen Victor

Shapiro, Director of the company, who
is the longest in the office of Director
retires by rotation at this Annual
General Meeting and being eligible,
offer himself for reappointment.
This financial year, we introduced a

customized Development Centre
capability enhancement initiative. Initially
launched in the technical organization,
this enables our employees to know
where they stand vis-a-vis organizational
expectations and helps the individual
further build requisite skills and grow in
their career within the organization. On
the other hand in 2014-15 we launched
Brew a Career an innovative case
study approach to our campus hiring
programme to attract the right top talent
from leading B-Schools and institutes.
Our Management/Executive programImbibe, has been further strengthened
by making it more versatile and enhancing
the focus on On the Job training.
Some of the fresh hires were even given
overseas exposure as a part of our
Global Graduate programme. Further,
on the development front of employees
and to support external hires and
internal career paths, the Commercial
Acumen Test was introduced in Sales
and Marketing functions. This will see
a more pervasive entrenchment in the
months to follow.
Draught was launched in 2014-15

with the objective to percolating
this philosophy across all levels of
the organisation. The book provides
an insight into conditions of
employment, responsible behaviour
and self-regulation.
OUR BRANDS
participation rate of 99% and achieved

a score of 92% in the Employee
Engagement category. Collaboration
emerged as a Key strength at 88%
followed by Enablement and Energy
(well-being) at 85%. EVP Employee
Value Proposition Wi Scale which
was introduced last year was deeper
enabled through various touch points
and is steadily moving ahead in its
journey of actualization.
continued

Directors Report
Key Managerial Personnel
During the year Mr. Shalabh Seth,
Managing Director, Mr. Tejvir Singh,
Chief Finance Officer and Mr. Sridhar
S, Company Secretary were appointed
as Key Managerial Personnel of the
Company.
During the year Mr. Paul DSilva, Chief
Finance Officer who was appointed
as Key Managerial Personnel has
resigned.
Independent Directors
Mr.
Arun
Monappa
and
were appointed as Independent
Directors by the Board at their meeting
held on 3rd February 2015 effective 1st
April 2015.
Declaration from
The Company has received declaration
from Independent Directors of the
Company under Section 149(7)
of the Companies Act, 2013 that
the Independent Directors of the
Company meet with the criteria of their
Independence laid down in Section
149(6).
Composition of Audit
Committee
During the year, the Audit Committee
was re-constituted. The present
members of the Committee are
Mr. Ari Mervis, Mr. Arun Monappa,
Independent
Director
and
Ms. Shwetambari Rao Chandrakant,
Independent Director. The company
has revised the Terms of Reference of
the Audit Committee during the year
continued
to comply with the provisions of the

Companies Act, 2013.
and Reportable Matters are reported

to the Audit Committee.
Nomination and
Remuneration Committee
Report as per Sexual

Harassment of Women at
Workplace (Prevention,
Prohibition and Redressal)
Act, 2013
The Nomination and Remuneration

Committee was re-constituted during
the year as required under sub section
(1) and (3) of Section 178 of the
Companies Act, 2013. The present
members of the Committee are Mr. Ari
Mervis, Mr. Arun Monappa, Independent
Director and Ms. Shwetambari Rao
Chandrakant, Independent Director.
Stakeholders Relationship
Committee
The
Stakeholders
Relationship
Committee was constituted during the
year as required under sub section (1)
and (5) of Section 178 of the Companies
Act, 2013. The present members of
the Committee are Mr. Ari Mervis,
Mr. Tejvir Singh, Mr. Suyog Karajgi and
Mr. Sridhar S.
Vigil Mechanism
The company has an established
mechanism
for
Directors
/
Employees to report concerns
about unethical behaviour, actual or
suspected fraud, or violation of the
code of conduct or ethics policy of
the Company prior to the enactment
of Companies Act, 2013 and the
same has been construed as Vigil
Mechanism in terms of Section 177
of the said Act. It also provides
for adequate safeguards against
victimization of directors/ employees
who avail of the mechanism. The
company affirms that no personnel
has been denied access to the audit
committee. All suspected violations
27
The Company has adopted a Policy

on
Prevention,
Prohibition
and
Redressal of Sexual Harassment at
the Workplace as per the Act and has
also constituted Internal Complaints
Committees to inquire into complaints
of sexual harassment and recommend
appropriate action.
There were no complaints received by
the Internal Complaints Committees
during the financial year 2014-15.
Directors Responsibility
Statement
In pursuance of Section 134(5) of the
Companies Act, 2013, the Directors
hereby confirm that:
1. In the preparation of the annual
accounts,
the
applicable
accounting standards had been
followed along with proper
explanation relating to material
departures.
2. The Directors had selected such
accounting policies and applied
them consistently and made
judgments and estimates that are
reasonable and prudent so as to
give a true and fair view of the
state of affairs of the company
at the end of the financial year
and of the profit and loss of the
company for that period.

Directors Report
Extract of Annual Return
Secretarial Audit
Pursuant to the provisions of Section
204(1) of the Companies Act, 2013,
2.
Robust
reporting
&
review
mechanisms for detailed analysis
of Energy usages in Breweries
and ranking them according to
the individual performances on
common scale.
3. Knowledge sharing across the
Breweries with more focus and
implement cross brewery best-inclass practices very quickly.
4. Focused Actions on reducing CO2
emissions from our operations
through utilization of renewable
Energy sources like Bio-mass
Boilers, Solar Heating systems,
Vapor absorption Refrigeration
plants and Bio gas usage in
Boiler as ancillary fuel. Actions
on Electricity usage reduction,
focusing the reduction in CO2
28
Regular reviews of investments for

energy improvement initiatives viz.,
Condensate recovery Improvement
& Flash Steam recovery in Steam
Systems, Vapor Heat recovery systems
in Brewing, De Super heaters in
Refrigeration plants to recover waste
heat and used for hot water generation,
Variable Speed Drives on refrigeration
& Air Compressors and Bio gas usage
in Boiler are done on a continuous
basis. Such investments are made
at appropriate times after a thorough
review of benefits, costs, existing
practices and people capabilities.
The company has not made any
purchases of technology or made
payments
towards
transfer
of
technology during the year under
review.
C. Foreign Exchange
Earnings and Outgo
During the year, the company has earned
Rs.74.80 Crores in foreign exchange.
M/s. B S R & Co. LLP, Chartered

Accountants have been appointed as
Statutory Auditors of the Company
in the last Annual General Meeting
of the Company to hold office upto
the financial year 2016-17. The Audit
Committee and the Board has no
objection in continuation of B S R
& Co. LLP as Statutory Auditors for
the financial year 2015-16 subject to
ratification by the Shareholders at the
ensuing Annual General Meeting.
1. Extensive benchmarking against

global standards across SABMiller
group industry standards.
B. Technology Absorption
DIRECTORS REPORT
Auditors
Energy efficiency in breweries is

achieved through a process of
continuous improvement. The company
continues to identify opportunities
through benchmarking globally against
breweries of the SABMiller group.
The company has a robust energy
management practice that involves:
6. Focused Improvement Projects

in all the Breweries through
Manufacturing Way (Mway) with
Employees Team work resulted in
innovative ideas for improvement
and Energy reduction in their
respective Area. A significant part
of energy savings is due to such
improved operational practices.
NOTICE
Pursuant to section 92(3) of the

Companies Act, 2013 and rule 12(1)
of the Companies (Management and
Administration) Rules, 2014, an extract
of Annual Return in MGT 9 is annexed
to this Report.
A. Conservation of Energy
5. Highly focused Audits through global

Energy Auditing tools to identify
opportunities for improvements
and implementation.
5. The Directors had devised proper

systems to ensure compliance
with the provisions of all applicable
laws and that such systems were
adequate and operating effectively.
Conservation of Energy,
Technology Absorption,
Foreign Exchange
Earnings and Outgo
emission as well as overall Energy

reduction.
4. The Directors had prepared the

annual accounts on a going
concern basis and
the Secretarial Audit Report of

M/s Kedarnath & Associates, Practising
Company Secretary is annexed to this
report.
OUR BRANDS
3. The Directors had taken proper and

sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of
the Companies Act for safeguarding
the assets of the company and for
preventing and detecting fraud and
other irregularities.
continued

Directors Report
An amount of Rs. 93.07 Crores was
incurred in foreign exchange.
Details relating to Deposits

During the year, the Company has
not accepted any public deposits as
defined in the Companies (Acceptance
of Deposits) Rules, 2014.
Corporate Social
Responsibility Policy
The Company has adopted a policy
on Corporate Social Responsibility and
the Corporate Social Responsibility
Committee comprises of Mr. Stephen
Shapiro, Ms. Shwetambari Rao
Chandrakant and Ms. Anna Swaithes.
The Company has not made any
profits during the last several years
including last three financial years and
as such spending of 2% of profits of the
Company does not arise. However, as
a good corporate citizen, the company
is carrying out CSR activities suo
moto in some of the areas. For more
details, please refer to the Sustainable
Development Report.
Risk Management Policy

The Company has had a Risk
Management
system
in
place
even prior to the enactment of the
Companies Act, 2013. The Risk
Management system encompasses
all aspects of Risk Management
on how risks should be identified,
prioritized and reported to facilitate
the management of those risks.
The Company has adopted a Risk
Management Policy as a part of its
Risk Management system. All the
continued
Functions, Breweries and Offices and

employees at all levels are tasked with
the requirement of identifying and
reporting risks. The employees are
guided by the process and practice
as enumerated in the Enterprise
Risk Management and Reporting
Manual adopted by the Company.
The Manual incorporates industrywide and SABMiller Group level
best practices in Risk Management.
Top strategic and operational risks
are reviewed and action plans to
mitigate such risks are monitored by
the top management and the Audit
Committee.
Particulars of loans,
guarantees or investments
Pursuant to the provisions of Section
186 of the Companies Act, 2013,
the Company has provided loan of
Rs.34,47,707/- to SABMiller Breweries
Private Limited, a company wholly
owned by the SABMiller group.
Formal Annual Evaluation

of Board performance
In terms of the newly enacted
Companies Act, 2013 a formal annual
evaluation of the performance of
the board and that of its committees
and individual directors needs to be
carried out by the board. The Act also
stipulates evaluation of performance
of independent directors by the
Board. Further, the Nomination and
Remuneration Committee is inter alia
required to carry out the performance
evaluation of every director. It may
be noted that the Nomination and
Remuneration
Committee
shall
comprise of three or more non-
29
executive directors out of which not

less than one-half shall be independent
directors. The Central Government
had extended time for induction of
independent directors into the Board
upto 31st March 2015 and accordingly
the constitution of Nomination and
Remuneration Committee in terms of
the Companies Act, 2013 as stated
above had to be ensured on or before
31st March 2015. The Company after
efforts to bring in independent directors
on the board, could identify and appoint
two independent directors effective
from 1st April 2015 and the Nomination
and Remuneration Committee was
also reconstituted effective from 1st
April 2015 in compliance with the
requirements under the Companies
Act, 2013. Accordingly, the Nomination
and Remuneration Committee will
carry out the performance evaluation
of the directors from the Financial Year
2015-16.
Acknowledgement
Your Directors wish to place on record
their appreciation for contribution
made by the employees at all levels.
The Directors would also like to
acknowledge the continued support
extended by Bankers, Distributors,
Shareholders,
Customers
and
Suppliers.
FOR AND ON BEHALF OF THE BOARD
Ari Mervis
Shalabh Seth
Director
Place: New Delhi

Managing Director

Directors Report
continued
OUR BRANDS
Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015
I.
REGISTRATION AND OTHER DETAILS:

CIN
U65990MH1988PLC049687
Registration Date
18th November 1988
Name of the Company
Category/Sub-Category of the company
Company limited by shares
Address of the registered office and

contact details
Unit No.301-302, Dynasty Business Park

B Wing, Andheri Kurla Road
Andheri (East), Mumbai 400 059
Tel: (022) 39499999 | Fax: (022) 30913666
Whether listed company Yes/No
No
Name, address and contact details of

Registrar and Transfer Agent, if any
Sharepro Services (India) Pvt Ltd

Samhita Warehousing Complex, Gala No.52 to 56, Building No.13AB
Near Sakinaka Telephone Exchange, Andheri Kurla Road, Sakinaka
Mumbai 400 072
Tel: (022) 67720300 / 67720400 | Fax: (022) 2850 8927
DIRECTORS REPORT
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10% or more of the total turnover of the company shall be stated)
Name and Description of
main products/services
NIC Code of the

product/service
% of total turnover of the company
Beer
15531
100%
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl.No.
Name and Address

of the company
CIN/GLN
Holding / Subsidiary
/ Associates
% of shares
held
Applicable
Section
SABMiller Asia B.V
Holding company
51.76
2(46)
SABMiller Breweries
Private Limited
U99999MH1995PLC138600
Associate company
45.36
2(6)
30
Sl.No.
III.
NOTICE

Directors Report
continued
IV.
SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i.
Category-wise Share Holding

No. of shares held at the beginning of the year
Category of shareholders
No. of shares held at the end of the year
Demat
Physical
Total
% of
total
shares
Demat
Physical
Total
% of total
shares
0.00
0.00
% of
change
during the
year
A. PROMOTERS
1) Indian
a) Individual/HUF
0.00
b) Central Govt
0.00
0.00
0.00
c) State Govt(s)
0.00
0.00
0.00
142069512
142069512
45.36
142069372
153
142069525
45.36
0.00
d) Bodies Corporate
e) Banks/FI
0.00
0.00
0.00
f) Any other
0.00
0.00
0.00
142069512
142069512
45.36
142069372
153
142069525
45.36
0.00
Sub Total (A) (1)

2) Foreign
a) NRI Individual
0.00
0.00
0.00
b) Other individuals
0.00
0.00
0.00
c) Bodies Corporate
167676855
1651174
169328029
54.07
167676855
1651174
169328029
54.07
0.00
d) Banks/FI
0.00
0.00
0.00
e) Any other
0.00
0.00
0.00
Sub Total (A) (2)
167676855
1651174
169328029
54.07
167676855
1651174
169328029
54.07
0.00
Total shareholding of Promoter

(A)=(A)(1)+(A)(2)
309746367
1651174
311397541
99.43
309746227
1651327
311397554
99.43
0.00
B. PUBLIC SHAREHOLDING
1) Institutions
a) Mutual Funds
b) Banks/FI
2240
2240
0.00
2240
2240
0.00
0.00
1312
2696
4008
0.00
1312
2696
4008
0.00
0.00
c) Central Govt
0.00
0.00
0.00
d) State Govt(s)
0.00
0.00
0.00
e) Venture Capital Funds
0.00
0.00
0.00
f) Insurance Companies
0.00
0.00
0.00
g) FIIs
0.00
0.00
0.00
h) Foreign Venture Capital Funds
0.00
0.00
0.00
i) Others (Specify)
0.00
0.00
0.00
1312
4936
6248
0.00
1312
4936
6248
0.00
0.00
35406
14363
49769
0.02
35996
15178
51174
0.02
0.00
0.00
0.00
0.00
Sub Total (B) (1)

2) Non Institutions
a) Bodies Corporate
i) Indian
ii) Overseas
31

Directors Report
continued
OUR BRANDS
b) Individuals
i) Individual shareholders
holding nominal share capital
upto Rs.1 lakh
c) Others (specify)
1267890
1604580
0.51
330499
1258256
1588755
0.51
0.01
18800
18800
0.01
33327
33327
0.01
0.00
87554
93798
0.03
8834
84844
93678
0.03
0.00
397140
1369807
1766947
0.56
408656
1358278
1766934
0.56
0.00
Total public shareholding (B)=(B)

(1)+(B)(2)
398452
1374743
1773195
0.57
409968
1363214
1773182
0.57
0.00
0.00
0.00
0.00
310144819
3025917
313170736
100.00
310156195
3014541
313170736
100.00
0.00
C. Shares held by Custodian for

GDRs & ADRs
Grand Total (A+B+C)
ii.
Shareholding of Promoters
Shareholding at the beginning of the year
Sl.
No.
Shareholders Name
No. of shares
% of total
shares of the
company
Shareholding at the end of the year
% of shares
Pledged/
encumbered to
total shares
% of total
shares of the
company
No. of
shares
% of shares
Pledged/
encumbered to
total shares
% of
change
in share
holding
during the
year
SABMiller Asia B.V
162086038
51.76
0.00
162086038
51.76
0.00
0.00
SABMiller Breweries Pvt Ltd
142069512
45.36
0.00
142069525
45.36
0.00
0.00
SABMiller India Holdings
5590817
1.79
0.00
5590817
1.79
0.00
0.00
Austindia Pty Limited

Total
Sl.
No.
0.53
0.00
1651174
0.53
0.00
0.00
99.44
0.00
311397554
99.44
0.00
0.00
Change in Promoters Shareholding (please specify, if there is no change)

Particulars
At the beginning of the year
Datewise increase/decrease in promoters

shareholding during the year specifying the reasons
for increase/decrease (eg. Allotment/transfer/bonus/
sweat equity, etc)
- Increase on transfer
14.07.2014
20.10.2014
08.12.2014
16.01.2015
- Decrease on transfer
20.06.2014
At the end of the year
No. of shares
Cumulative shareholding during the year

% of total shares of
the company
No. of shares
311397541
99.44
311397541
99.44
4
50
800
80
0.00
0.00
0.00
0.00
4
50
800
80
0.00
0.00
0.00
0.00
117
0.00
117
0.00
311398358
99.44
311398358
99.44
32
the company
DIRECTORS REPORT
iii.
1651174
311397541
NOTICE
1
2
6244
Sub Total (B) (2)
ii) Individual shareholders

holding nominal share capital in
excess of Rs.1 lakh
336690

Directors Report
iv.

Sl.
No.
continued
Shareholding Pattern of top ten Shareholders

(other than Directors, Promoters and Holders of GDRs and ADRs):
For each of the top 10 shareholders
the company
No. of shares
the company
No. of shares
SUNIL KUMAR JUVVADI
18800
0.01
18800
0.01
BARMALT (INDIA) PVT LTD
18040
0.01
18040
0.01
MADHU SHEKHAR BHANDARI
12560
0.00
12560
0.00
LAXMIKANT RAMPRASAD KABRA
7720
0.00
14527
0.00
SRINIVAS NAYAK P
7177
0.00
7177
0.00
ATUL SARIN
6989
0.00
6989
0.00
KAMALAKAR VASUDEO KAMAT
6847
0.00
6847
0.00
LEKHA PATEL
6000
0.00
6000
0.00
ATUL PROMOTERS PRIVATE LIMITED
5440
0.00
5997
0.00
10
ANIL KUMAR DHIR
5383
0.00
4440
0.00
v.
Shareholding of Directors and Key Managerial Personnel:
Sl.
No.

For each of the directors and KMP
the company
No. of shares
At the beginning of the year
Datewise increase/decrease in promoters

shareholding during the year specifying the reasons
for increase/decrease (eg. Allotment/transfer/bonus/
sweat equity, etc)

the company
No. of shares
14
0.00
14
0.00
0.00
0.00
14
0.00
14
0.00
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars
Secured Loans
excluding deposits
Unsecured Loans
Deposits
(Rs.)
Total indebtedness
INDEBTEDNESS AT THE BEGINNING OF THE FINANCIAL YEAR

i) Principal Amount
10,98,25,05,588
10,98,25,05,588
ii) Interest due but not paid
iii) Interest accrued but not due
7,42,71,549
7,42,71,549
Total (i+ii+iii)
11,05,67,77,137
11,05,67,77,137
CHANGE IN INDEBTEDNESS DURING THE FINANCIAL YEAR

Addition
69,46,31,22,711
69,46,31,22,711
Reduction
(68,24,84,78,542)
(68,24,84,78,542)
Net Change
1,21,46,44,169
1,21,46,44,169
33

Directors Report
continued
OUR BRANDS
INDEBTEDNESS AT THE END OF THE FINANCIAL YEAR

i) Principal Amount
12,23,16,01,654
12,23,16,01,654
3,98,19,652
3,98,19,652
Total (i+ii+iii)
12,27,14,21,306
12,27,14,21,306
VI.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.
Remuneration to Managing Director, Whole-time Directors and/or Manager
ii) Interest due but not paid

iii) Interest accrued but not due
(Rs.)
Sl.
No.
1
Particulars of Remuneration
Managing Director
Mr. Grant Murray Liversage
Upto 31st December 2014
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act, 1961
Managing Director
Mr. Shalabh Seth
From 1st January 2015
Total Amount
40,94,106
135,82,701
202,27,016
1,91,475
204,18,491
Stock Option
48,96,662
48,96,662
Sweat Equity
Commission
- as % of profit
- others, specify
(b) Value of perquisites u/s 17(2) of the Income-Tax

Act, 1961
(c)Profits in lieu of salary under section 17(3) Incometax Act, 1961
2
Others, please specify
B.
Sl.
No.
42,85,581
388,97,854
Remuneration to other Directors
(Rs.)
Name of MD/WTD/Manager
Total Amount
Fee for attending board/committee meetings
Commission
Total (1)
40,000
-
40,000
-
Other Non-Executive Directors

Fee for attending board/committee meetings
Commission
Total (2)
40,000
40,000
Total (B) = (1)+(2)
40,000
40,000
34
346,12,273
DIRECTORS REPORT
Total (A)
NOTICE
94,88,595
Name of MD/WTD/Manager

Directors Report
C.
continued
Remuneration to Key Managerial Personnel other than MD/Manager/WTD
(Rs.)
Key Managerial Personnel

Sl.
No.
1
Mr. Paul DSilva, CFO

Upto June 2014
Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act, 1961
Total
77,16,880
80,06,320
18,71,481
175,94,681
11,70,732
11,70,732
(c) Profits in lieu of salary under section 17(3)

Income- tax Act, 1961
Stock Option
(b) Value of perquisites u/s 17(2) of the Income-Tax

Act, 1961
Mr. Sridhar S
Company
Secretary
Mr. Tejvir Singh, CFO

From July 2014
Sweat Equity
Commission
- as % of profit
- others, specify
18,71,481
187,65,413
Total
VII.
88,87,612
80,06,320
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Type
Section of the
Companies Act
Details of Penalty/
Punishment/
Compounding fees
imposed
Brief Description
Authority [RD/NCLT/
COURT]
Appeal made, if any

(give Details)
A. COMPANY
PENALTY
PUNISHMENT
COMPOUNDING
B. DIRECTORS
PENALTY
PUNISHMENT
COMPOUNDING
C. OTHER OFFICERS IN DEFAULT
Penalty
PUNISHMENT
COMPOUNDING
35

Directors Report
continued
OUR BRANDS
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(iii) Foreign Exchange Management Act,

1999 and the rules and regulations
made there under to the extent of
External Commercial Borrowings;
(iv) There were no issues during the year
which required specific compliance
by the Company in respect of the
provisions of the following Acts
since the Company is not a listed
Company: (a) The Securities and Exchange
Board of India (Issue of Capital
and Disclosure Requirements)
Regulations, 2009;
(c) Securities Contracts (Regulation)

Act, 1956 (SCRA) and the Rules
made under that Act.
(v) We further report that based on the

clarification issued by the ICSI with
respect to applicability of specific
law to the Company and based
on the information received and
36
b) Food Safety & Standards Act,

2006.
c) Legal Metrology Act, 2009
d)
Legal Metrology (Packaged
Commodities) Rules 2011
e) The Environmental Protection
Act, 1986.
f) The Water (Prevention and
control of Pollution) Act, 1974.

g) The Air (Prevention and control

of Pollution) Act, 1981.

h)
The
Hazardous
(Management and
Rules, 1989.

Waste
Handling)
i) The Factories Act, 1948.
We have not examined compliance with

the applicable clauses of:
(i) Secretarial Standards issued by The
Institute of Company Secretaries of
India as it was not notified by the
Central Government;
(ii) The listing Agreements entered into
by the Company with BSE and NSE
(b) The Securities and Exchange

Board of India (Issue and Listing
of Debt Securities) Regulations,
2008;
DIRECTORS REPORT
We have examined the books, papers,

minute books, forms and returns filed
and other records maintained by the
(ii) The Depositories Act, 1996 and the

Regulations and Bye-laws framed
there under;
a) The State wise Excise Acts

(Abkari Acts) of different States
in which their units are situated.
NOTICE
Based on my verification of the

Companys books, papers, minute
books, forms and returns filed and other
records maintained by the Company
and also the information provided by
the Company, its officers, agents and
authorized representatives during the
conduct of secretarial audit, I hereby
report that in my opinion, the company
has, during the audit period covering
the financial year ended on 31st March,
2015 complied with the statutory
provisions listed hereunder and also
that the Company has proper Boardprocesses and compliance-mechanism
in place to the extent, in the manner
and subject to the reporting made
hereinafter:
(i) The Companies Act, 2013 (the Act)

and the rules made there under;
We have conducted the Secretarial

Audit
of
the
compliance
of
applicable statutory provisions and
the adherence to good corporate
practices by SABMiller India Limited
(the Company). Secretarial Audit was
conducted in a manner that provided
me a reasonable basis for evaluating
the
corporate
conducts/statutory
compliances and expressing my opinion
thereon.
records maintained, the Company

has, in our opinion, complied with
the provisions of following specific
laws which are applicable to it:
Company for the financial year ended

on 31st March, 2015 according to the
provisions of:
To,
The Members
SABMiller India Limited,
B Wing,3rd Floor, Andheri Kurla Road
Andheri (East), Mumbai 400059
CIN: U65990MH1988PLC049687

Directors Report
Stock Exchanges as the Company
is not a listed Company.
During the period under review the
Company has complied with the
provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned
above except to the extent mentioned
below:
1) The Company has appointed
at the Board Meeting held on
3rd February 2015 Independent
Directors with effect from 1st April
2015 referred under Section 149
of the Companies Act 2013.
We further report that:
The Board of Directors of the Company
is duly constituted during the financial
year with proper balance of Executive
Directors, Non-Executive Directors
except Independent Directors for which
a threshold period upto 31st March 2015
is provided under the Companies Act,
2013. The changes in the composition
of the Board of Directors that took
place during the period under review
were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors
to schedule the Board Meetings, agenda
and detailed notes on agenda were sent
at least seven days in advance, and a
system exists for seeking and obtaining
further information and clarifications on
the agenda items before the meeting
and for meaningful participation at the
meeting.
Majority decision is carried through
voting at the meeting. Minutes of
the Meetings are self explanatory
with respect to recording dissenting
members view if any.
continued
We further report that there are

adequate systems and processes in
the company commensurate with the
size and operations of the company to
monitor and ensure compliance with
labour and other applicable laws, rules,
regulations and guidelines.
We further report that during the audit
period there were no specific events/
actions having a major bearing on the
Companys affairs in pursuance of the
above referred laws, rules, regulations,
guidelines, standards, etc.
For S Kedarnath & Associates
Company Secretaries
S. KEDARNATH
Company Secretary
C P No 4422
Place : Bangalore
Date : 19th May, 2015
Note: This report is to be read with our
letter of even date which is annexed as
Annexure A and forms an integral part
of this report.
Annexure A
To,
B Wing,3rd Floor, Andheri Kurla Road
Andheri (East), Mumbai 400059
Our report of even date is to be read
along with this letter.
1. Maintenance of secretarial records is
the responsibility of the management
of the Company. Our responsibility
is to express an opinion on these
secretarial records based on our
audit.
2. We have followed the audit
practices and processes as were
appropriate to obtain reasonable
37
assurance about the correctness of

the contents of secretarial Records.
The verification was done on test
basis to ensure that correct facts are
reflected in the secretarial records.
We believe that the processes and
practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness
and appropriateness of financial
records and Books of Accounts of the
Company including income tax, central
excise, Customs, and other local state
wise laws which are applicable in
general to the Company.
4. Where ever required, we have
obtained
the
Management
representation about the compliance
of all laws, rules and regulations
and happening of events which are
applicable to Company.
5. The compliance of the provisions
of Corporate and other applicable
laws, rules, regulations, standards
is the responsibility of Management.
Our examination was limited to the
verification of procedures on test
basis.
6. The secretarial Audit report is
neither an assurance as to the future
viability of the Company nor of the
efficacy or effectiveness with which
the Management has conducted
the affairs of the Company.
For S Kedarnath & Associates
Company Secretaries
S. KEDARNATH
Company Secretary
C P No 4422
Place : Bangalore
Date : 19th May, 2015

Auditors Report
Report on the financial statements
We have taken into account the

provisions of the Act, the accounting
and auditing standards and matters
which are required to be included in the
audit report under the provisions of the
Act and the Rules made thereunder.
We believe that the audit evidence

we have obtained is sufficient and
appropriate to provide a basis for
our audit opinion on the financial
statements.
Opinion
We conducted our audit in accordance

with the Standards on Auditing specified
under Section 143(10) of the Act. Those
Standards require that we comply with
ethical requirements and plan and
perform the audit to obtain reasonable
assurance about whether the financial
statements are free from material
misstatement.
Report on other legal and regulatory

requirements
1. As required by the Companies
(Auditors Report) Order, 2015
(the Order), issued by the Central
Government of India in terms of
sub-section (11) of Section 143 of
the Act, we give in the Annexure a
statement on the matters specified
in paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of
the Act, we report that:
(a) we have sought and obtained all
the information and explanations
38
DIRECTORS REPORT
An audit involves performing procedures

to obtain audit evidence about the
amounts and the disclosures in the
financial statements. The procedures
selected depend on the auditors
judgment, including the assessment of
the risks of material misstatement of
the financial statements, whether due
to fraud or error. In making those risk
assessments, the auditor considers
internal financial control relevant to the
Companys preparation of the financial
statements that give a true and fair view
in order to design audit procedures that
are appropriate in the circumstances,
but not for the purpose of expressing an
opinion on whether the Company has
in place an adequate internal financial
controls system over financial reporting
and the operating effectiveness of
In our opinion and to the best of our

information and according to the
explanations given to us, the aforesaid
financial statements give the information
required by the Act in the manner so
required and give a true and fair view
in conformity with the accounting
principles generally accepted in India, of
the state of affairs of the Company as at
31 March 2015 and its loss and its cash
flows for the year ended on that date.
NOTICE
The Companys Board of Directors is

responsible for the matters stated in
Section 134 (5) of the Companies Act,
2013 (the Act) with respect to the
preparation of these financial statements
that give a true and fair view of the
financial position, financial performance
and cash flows of the Company in
accordance with the accounting
principles generally accepted in India,
including the Accounting Standards
specified under Section 133 of the Act,
read with Rule 7 of the Companies
(Accounts)
Rules,
2014.
This
responsibility also includes maintenance
of adequate accounting records in
accordance with the provisions of
the Act for safeguarding the assets of
the Company and for preventing and
detecting frauds and other irregularities;
selection and application of appropriate
accounting policies; making judgments
and estimates that are reasonable and
prudent; and design, implementation
and maintenance of adequate internal
financial controls, that were operating
effectively for ensuring the accuracy
and completeness of the accounting
records, relevant to the preparation and
presentation of the financial statements
that give a true and fair view and are free
Our responsibility is to express an

opinion on these financial statements
based on our audit.
Managements responsibility for the

financial statements
Auditors responsibility
such controls. An audit also includes

evaluating the appropriateness of
the accounting policies used and the
reasonableness of the accounting
estimates made by the Companys
Directors, as well as evaluating the
overall presentation of the financial
statements.
We have audited the accompanying

financial statements of SABMiller
India Limited (the Company), which
comprise the balance sheet as at 31
March 2015, the statement of profit
and loss, the cash flow statement for
the year then ended and a summary of
significant accounting policies and other
explanatory information.
from material misstatement, whether

due to fraud or error.
OUR BRANDS
Independent Auditors Report

To the Members of SABMiller India Limited

Auditors Report continued

which to the best of our
knowledge and belief were
necessary for the purposes of
our audit;
(b) in our opinion, proper books of
account as required by law have
been kept by the Company
so far as it appears from our
examination of those books;
(c) the balance sheet, the statement
of profit and loss, and the cash
flow statement dealt with by this
Report are in agreement with
the books of account;
(d) in our opinion, the aforesaid
financial statements comply
with the Accounting Standards
specified under Section 133 of
the Act, read with Rule 7 of the
Companies (Accounts) Rules,
2014;
(e) on the basis of the written
representations received from
the directors as on 31 March
2015 taken on record by the
Board of Directors, none of
the directors is disqualified as
on 31 March 2015 from being
appointed as a director in terms
of Section 164 (2) of the Act;
and
(f) with respect to the other matters
to be included in the Auditors
Report in accordance with Rule
11 of the Companies (Audit and
Auditors) Rules, 2014, in our
opinion and to the best of our
information and according to
the explanations given to us:
i. the Company has disclosed
the impact of pending
litigations on its financial
position in its financial
statements Refer Note 2.35

to the financial statements;
ii. the Company has made
provision,
as
required
under the applicable law or
accounting standards, for
material foreseeable losses,
if any, on derivative contracts
Refer Note 2.38 to the
financial statements; and
iii. there were no amounts
which were required to be
transferred to the Investor
Education and Protection
Fund by the Company.
for B S R & Co. LLP
Firm registration number: 101248W/
W-100022
in a phased manner over a period

of three years. In our opinion, this
periodicity of physical verification
is reasonable having regard to
the size of the Company and
the nature of its fixed assets.
No material discrepancies were
noticed on such verification.
ii. (a) The inventory, except for goodsin-transit and stock lying with
third parties, has been physically
verified by the management
during the year. In our opinion,
the frequency of such verification
is reasonable. For stocks lying
with third parties at the yearend, written confirmations have
been obtained.

Supreet Sachdev
Partner
Membership No. 205385
Bangalore
Date: 19 May 2015
Annexure to the
Auditors Report
Independent
Annexure referred to in the Independent

Auditors Report to the Members of
SABMiller India Limited (the Company)
for the year ended 31 March 2015, We
report that:
i. (a) The Company has maintained

proper records showing full
particulars, including quantitative
details
and situation of fixed
assets.
(b)
The Company has a regular
programme
of
physical
verification of its fixed assets by
which all fixed assets are verified
39
(b) The procedures for the physical

verification
of
inventories
followed by the management
are reasonable and adequate
in relation to the size of the
Company and the nature of its
business.
(c) The Company is maintaining

proper records of inventory.
The discrepancies noticed on
verification between the physical
stocks and the book records
were not material.
iii.
The
Company
has
granted
unsecured loan to one company
covered in the register maintained
under Section 189 of the Companies
Act, 2013 (the Act).

(a) In the case of loan granted to the

company listed in the register
maintained under Section 189 of
the Act, there was no stipulation
as to repayment of principal and
interest amounts during the year
under audit.

Nature of the Dues
Punjab Excise Act,

1914
Duty on beer loss
Orissa and Bihar

Excise Act, 1965
Adhesive label fees

Duty on sediment beer
Overtime wages of
excise staff
Bottling fees
Bombay Prohibition
Act, 1949
Karnataka Excise
Act, 1965
Supervision charges of
excise staff
Duty on expired beer
Overtime wages of
excise staff
Period to which the

amount relates
11,245,236 1973-74 to 1990-91

3,222,705 1988-89
10,877,028 2001-02 to 2004-05
Forum where dispute is

pending
Financial Commissioner
(Appeals), Haryana
Orissa High Court
Orissa High Court
1,284,936 2002-03
Orissa High Court
327,231 2005-06
Orissa High Court
57,037,609 2008-09 to 2014-15

550,930 1983-84 to 1988-89
1,037,085 2000-01
193,805 1999-00 to 2003-04
40
Orissa High Court

Bombay High Court
Commissioner of State
Excise, Maharashtra
Commissioner of State
Excise, Karnataka
Interest on Excise Loan

Draw Back scheme
Amount (Rs.)
DIRECTORS REPORT
Name of the
Statute
NOTICE
vi. We have broadly reviewed the

books of accounts maintained
by the Company pursuant to
rules prescribed by the Central
Government for maintenance of
(b) According to the information

and explanations given to us,
there are no dues of Wealth tax,
which have not been deposited
with the appropriate authorities
on account of any dispute. The
following dues of Income-tax,
Sales tax, Service tax Duty of
Customs, Duty of Excise and
Value Added Tax have not been
deposited by the Company on
account of disputes.
v. The Company has not accepted

any deposits from public.
vii. (a) According to the information and

explanations given to us and on
the basis of our examination of
the records of the Company,
amounts deducted / accrued
in the books of account in
respect of undisputed statutory
dues including Provident Fund,
Employees State Insurance,
Income-tax, Sales Tax, Wealth
Tax, Service Tax, Duty of
Customs, Duty of Excise, Value
Added Tax and other material
statutory dues have generally
been regularly deposited during
the year by the Company with
the
appropriate
authorities
though there has been a slight
delay in a few cases.
iv. In our opinion and according to the

information and explanations given
to us, there is an adequate internal
control system commensurate with
the size of the Company and the
nature of its business with regard
to purchase of inventories and fixed
assets and with regard to the sale
of goods and services. We have
not observed any major weakness
in the internal control system during
the course of the audit.
According to the information

no undisputed amounts payable
in respect of Provident Fund,
Employees State Insurance,
Income-tax, Sales Tax, Wealth
Tax, Service Tax, Duty of
Customs, Duty of Excise, Value
Added Tax and other material
statutory dues were in arrears as
at 31 March 2015, for a period
of more than six months from
the date they became payable.
OUR BRANDS
cost records under Section 148(1)

of the Act and are of the opinion that
prima facie, the prescribed accounts
and records have been made and
maintained. However, we have not
made a detailed examination of the
records.
(b) There is no overdue amount

of more than Rs. 100,000 in
respect of loan granted to the
company listed in the register
maintained under Section 189
of the Act.


Period to which the
amount relates

pending
35,029,024 1994-95 to 2000-01
Sales Tax Tribunal, Orissa
Name of the Statute
Nature of the Dues
Amount (Rs.)
Orissa Sales Tax Act,

1947
Sales Tax
Orissa Entry Tax Act,

1999
Sales Tax
242,508 2000-01
Sales Tax Tribunal, Orissa
Sales Tax
576,486 2002-03
Assistant Commissioner of
Commercial Taxes (Appeals),
New Delhi
Sales Tax
217,200,913 2007-08
Sales Tax
1,514,943 1992-93
Trade Tax Tribunal,

Maharashtra
Sales Tax
3,639,154 1995-96
Sales Tax Tribunal,

Maharashtra
Sales Tax
1,445,537 1996-97
Sales Tax Tribunal,

Maharashtra
Sales Tax
12,317,495 2001-02
Sales Tax Tribunal,

Maharashtra
Sales Tax
4,334,290 2002-03
Delhi Sales Tax Act,

1975
Bombay Sales Tax Act,

1959
Bombay Sales Tax Act,

1959 & Central Sales
Tax Act, 1956
1981-82 to 1984-85,
1997-98 to 1998-99
Pondicherry General
Sales Tax Act, 1967
Sales Tax
Haryana Sales Tax Act,

1973
Sales Tax
754,349 1989-90 to 2002-03
Sales Tax
383,506,898 2008-09 to 2012-13
The Madhya Pradesh

Value Added Tax Act,
2002
Uttar Pradesh Tax on

Entry of Goods Act,
2000
Maharashtra Value
Added Tax Act, 2002
Joint Commissioner
(Appeals), Mumbai
Assessing Authority,
Pondicherry
Joint Excise and Taxation
Commissioner (Appeals)
Additional Commissioner,
Commercial Taxes (Appeals),
Gwalior
Entry Tax
1,289,754 2008-09
Additional Commissioner
(Appeals), Gwalior
Entry Tax
2,000,117 2005-06
Uttar Pradesh High Court
Entry Tax
690,569 2008-09
Additional Commissioner
(Appeals)
Value Added Tax
48,052,847 2008-09
Joint Commissioner of Sales

Tax (Appeals), Aurangabad
Value Added Tax
77,585,742 2005-06 to 2008-09
Joint Commissioner
(Appeals), Aurangabad
2005-06 to 2007-08,
2009-10 to 2010-11
Joint Commissioner
(Appeals), Aurangabad
Value Added Tax

Andhra Pradesh Value
Added Tax, 2005
11,982,000
Additional Commissioner-II,
Department of Trade & Taxes,
New Delhi
Value Added Tax
173,412,657
24,418,480 2010-11 to 2012-13

41
Joint Commissioner
(Appeals), Andhra Pradesh


pending
Nature of the Dues
West Bengal Value

Added Tax Act,
2003
Value Added Tax
Haryana Local Area

Development Tax
Act, 2000
Local Area Development

Tax
10,050,426 2000-01 to 2003-04
Service Tax and penalty
224,456,392 2005-06 to 2007-08
Karnataka High Court
Service Tax and penalty
400,760,640 2005-06 to 2009-10
Customs Excise and

Service Tax Appellate
Tribunal, Bangalore
Income-tax Act,
1961
Customs Duty
161,555 2007-08
Joint Excise and Taxation

Commissioner (Appeals)
Customs Excise and

Service Tax Appellate
Tribunal, Mumbai
40,808,341 2006-07
Commissioner of Income
tax (Appeals)
Income-tax
60,253,760 2007-08
Income Tax Appellate

Tribunal, Mumbai
Income-tax
63,295,869 2008-09
Income Tax Appellate

Tribunal, Mumbai
NOTICE
Fringe benefit tax
Customs Act, 1962
Joint Commissioner of
Commercial Tax, Kolkata
429,000 2009-10
Finance Act, 1994
Amount (Rs.)
OUR BRANDS
Period to which the

amount relates
Name of the
Statute
Note: The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure.
ix. In our opinion and according to

the information and explanations
x. According to the information

the Company has not given any
guarantee for loans taken by others
from banks or financial institutions.
xi. In our opinion and according to the
information and explanations given
to us, the term loans taken by the
Company have been applied for
the purpose for which they were
raised.
xii. According to the information and
explanations given to us, no material
42
fraud on or by the Company has

been noticed or reported during the
course of our audit.
for B S R & Co. LLP
Firm registration number: 101248W/
W-100022
Supreet Sachdev
Partner
Bangalore
Date: 19 May 2015
viii. The Company has accumulated

losses
amounting
to
Rs.8,068,533,375 at the end of
the financial year which is less than
fifty per cent of its net worth. The
Company has not incurred cash
losses in the current financial year
and in the immediately preceding
financial year.
given to us, the Company has not

defaulted in repayment of dues to
its bankers. The Company did not
have any outstanding dues to any
financial institutions or debenture
holders during the year.
DIRECTORS REPORT
(c) According to the information

and explanations given to us
no amounts are required to
be transferred to the investor
education and protection fund
in accordance with the relevant
provisions of the Companies
Act, 1956 (1 of 1956) and rules
there under.

Balance sheet

Note
EQUITY AND LIABILITIES

Shareholders funds

Share capital

Reserves and surplus

As at 31 March 2015
2.1
2.2
3,131,707,360
3,131,707,360
1,699,030,559
2,972,618,629
4,830,737,919 6,104,325,989
Deferred government grants
As at 31 March 2014
2.41
144,348,809 111,964,306
Non-current liabilities

Long-term borrowings
2.3

Other long-term liabilities
2.4

Long-term provisions
2.5

3,981,601,654
2,850,345,761
152,961,656
128,257,373
216,938,587
180,607,569
4,351,501,897 3,159,210,703
Current liabilities

Short-term borrowings
2.6

Trade payables
2.7

Other current liabilities
2.8

Short-term provisions
2.9

8,250,000,000
7,629,160,411
1,902,732,743
2,237,900,721
3,961,560,201
3,807,817,533
561,593,328
518,810,800
14,675,886,272 14,193,689,465
24,002,474,897 23,569,190,463
ASSETS
Non-current assets

Fixed assets
Tangible assets
2.10
Intangible assets
2.10
Capital work-in-progress
8,607,378,642
1,905,701,799
435,400,751
10,948,481,192 11,012,194,980
2.11
Non-current investments
8,355,244,081
2,047,279,458
609,671,441
2,282,873 2,282,873
Long-term loans and advances

2.12
Other non-current assets
2.13

Current assets

Inventories
2.14

Trade receivables
2.15

Cash and bank balances
2.16

Short-term loans and advances
2.17

Other current assets
2.18
597,468,549
529,282,024
505,124,425 580,298,110
12,053,357,039 12,124,057,987
11,949,117,858 11,445,132,476
3,677,053,126
6,006,868,669
671,852,758
1,450,678,369
142,664,936
24,002,474,897
Significant accounting policies

The notes referred to above form an integral part of balance sheet
As per our report of even date attached
for B S R & Co. LLP
Firm registration number: 101248W/ W-100022
for SABMiller India Limited
Supreet Sachdev
Partner
Shalabh Seth
Managing Director
Ari Mervis
Director
Bangalore
Date: 19 May 2015

Tejvir Singh
Chief Financial Officer
Sridhar S
Company Secretary
New Delhi
Date: 19 May 2015
43
3,446,164,218
6,185,620,612
71,156,066
1,683,829,661
58,361,919
23,569,190,463

Statement of profit and loss

Note

For the year ended

31 March 2015
For the year ended

31 March 2014
Income
33,630,386,968
(15,556,015,270)
18,074,371,698
555,522,671
18,629,894,369
572,402,654
19,202,297,023
2.20
68,609,620
164,692,546
19,465,597,114
19,366,989,569
Other income
8,819,193,352
424,755,714
9,444,144,301
300,722,349
(172,693,746)
1,660,996,143
1,031,627,328
1,146,371,521
-
7,828,934,872
(314,288,077)
1,652,127,546
1,115,770,907
1,105,198,336
32,858,966
7,027,766,834
20,739,185,184
20,364,301,162
NOTICE
(Loss) before tax

(1,273,588,070) (997,311,593)
Tax expense:

- current tax
-

- deferred tax (credit) / charge
2.37
-
-
Expenses

Cost of materials consumed

Purchase of stock-in-trade

Changes in inventories of finished goods,

work-in-progress and traded goods
2.21

Employee benefits expense
2.22

Finance cost
2.23

Depreciation and amortisation
2.10

Impairment loss
2.10

Other expenses
2.24
34,119,273,692
(16,536,336,086)
17,582,937,606
813,349,181
18,396,286,787
1,000,700,707
19,396,987,494
OUR BRANDS

Sale of products, gross

Sale of manufactured goods, gross

Less: Excise duty

Sale of manufactured goods, net

Sale of traded goods

Sale of products, net

Other operating revenues
2.19

(Loss) for the year

(1,273,588,070)
(997,311,593)
(4.07)
(3.18)
DIRECTORS REPORT
Earnings per equity share (par value; Rs.10 each)

- Basic and diluted
2.29
Significant accounting policies
The notes referred to above form an integral part of the statement of profit and loss

for B S R & Co. LLP
Supreet Sachdev
Partner
Shalabh Seth
Managing Director
Ari Mervis
Director
Bangalore
Date: 19 May 2015

Tejvir Singh
Sridhar S
Company Secretary
New Delhi
Date: 19 May 2015
44

Cash flow statement

Cash flows from operating activities
(Loss) before tax
Adjustments:

Depreciation and amortisation

Release of deferred government grants

Dividend income

Interest and financing charges, excluding bank charges

Interest income

Loss / (profit) on sale of fixed assets

Net gain on sale of investments

Impairment of capital work-in-progress [refer to note 2.10(ii)]

Impairment loss

Unrealised foreign exchange difference
Operating cash flows before working capital changes

(Increase) in inventories

Decrease in trade receivables

Decrease / (increase) in loans and advances

Decrease in bank balances (other than cash and cash equivalents)

Increase in liabilities and provisions
Cash (used in) / generated from operations

Taxes (paid) / refunded, net of refund/ (payments)
For the year ended

31 March 2015
For the year ended

31 March 2014
(1,273,588,070)
(997,311,593)
1,146,371,521
(20,753,497)
(23,359)
1,025,934,114
(28,258,568)
(17,623,787)
-
158,797,020
-
(16,360,826)
974,494,548
(230,888,908)
178,751,943
79,137,503
2,487,270
332,774,563
1,336,756,919
1,105,198,336
(9,265,931)
(333,634)
1,106,422,319
(16,255,829)
9,067,708
(8,450,067)
39,051,751
32,858,966
17,031,918
1,278,013,944
(772,041,825)
12,925,201
(968,686,830)
1,916,510
331,679,546
(116,193,454)
(30,673,833)
(4,960,349)
1,306,083,086
(121,153,803)
Cash flows from investing activities

Purchase of fixed assets

Receipt of government grant

Proceeds from sale of fixed assets

Dividend income

Loans given to related parties (refer note 2.36), net

Interest received

Advance for purchase of shares (trade investment)

Sale/ (purchase) of investments, net
(1,107,743,789)
53,138,000
12,959,416
23,359
-
31,839,818
(50,000,000)
-
(1,085,710,933)
97,117,000
2,096,661
333,634
(422,849)
13,350,934
17,574,641
(1,059,783,196)
(955,660,912)
Net cash (used in)/ provided by operating activities
Net cash (used in) investing activities
Cash flows from financing activities

Proceeds from borrowings, net
1,221,376,738
1,610,022,208

Interest and financing charges paid
(946,535,172)
(1,110,897,681)
274,841,566 499,124,527
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
d 2,919,372 1,625,657
Net increase/ (decrease) in cash and cash equivalents e = a+b+c+d

Cash and cash equivalents at the beginning of the year (refer note below)
Cash and cash equivalents at the end of the year
(refer note below)
g = e + f
45
524,060,828
(576,064,531)
31,729,464
607,793,995
555,790,292
31,729,464

Cash flow statement continued

For the year ended

31 March 2015
For the year ended

31 March 2014
555,790,292
31,729,464
OUR BRANDS
Note:
Components of cash and cash equivalents

Cash and cash equivalents (refer note 2.16)
671,852,758
51,708,459

Book overdraft (refer note 2.8)
(116,062,466)
(19,978,995)
The notes referred to above form an integral part of the cash flow statement

Supreet Sachdev
Partner
Shalabh Seth
Managing Director
Ari Mervis
Director
Tejvir Singh
Sridhar S
Company Secretary
Bangalore
Date: 19 May 2015

for B S R & Co. LLP

New Delhi
Date: 19 May 2015
NOTICE
DIRECTORS REPORT
46


1. Significant accounting policies
SABMiller
India
Limited
(the
Company), formerly SKOL Breweries
Limited, was incorporated as a private
limited company under the Companies
Act, 1956 on 18 November 1988. With
effect from 22 June 2012 the name
of the Company was changed from
SKOL Breweries Limited to SABMiller
India Limited. The Company is primarily
engaged in the business of brewing,
packaging, distribution, marketing and
sale of beer.
1.1 Basis of preparation
These
financial
statements
are prepared and presented in
accordance with Indian Generally
Accepted Accounting Principles
(GAAP) under the historical
cost convention on the accrual
basis except for certain financial
instruments which are measured
at fair values. GAAP comprises
mandatory accounting standards
as prescribed under section 133
of the Companies Act, 2013 (Act)
read with Rule 7 of the Companies
(Accounts)
Rules,2014,
the
provisions of the Act (to the
extent notified and applicable) and
guidelines issued by the Securities
and Exchange Board of India
(SEBI).
1.2 Going concern
These
financial
statements
have been prepared on a going
concern basis, notwithstanding
accumulated losses and reliance
on short term borrowings due to
the following considerations:

- Expected steady future growth

reflected in financial projections
manufactured and traded

goods is recognised on
transfer of all the significant
risks
and
rewards
of
ownership to the buyer
which normally takes place
on despatch of goods. The
amount recognised as sale is
net of sales tax, sales returns
and trade discount. Sales are
presented both gross and net
of excise duty.
prepared by the management;
Background

- Expected continual technical and

financial support by the SABMiller
group; and
- Subsequent renewal of shortterm borrowings from banks.
These
financial
statements,
therefore,
do
not
include
any adjustments relating to
recoverability and classification of
asset amounts or to classification
and amount of liabilities that may
be necessary if the Company was
unable to continue as a going
concern.
(ii) Income from contract bottling

1.3 Use of estimates

The preparation of financial
statements in conformity with
generally accepted accounting
principles in India requires
management to make estimates
and assumptions that affect
the reported amounts of assets
and liabilities and disclosure
of contingent liabilities on the
date of the financial statements
and the results of operations
during the reporting period end.
Actual results could differ from
those estimates. Any revision to
accounting estimates is recognised
prospectively in current and future
periods.
(iii) Interest

Revenue is recognised to the

extent that it is probable that the
economic benefits will flow to the
Company and the revenue can be
measured reliably.
(i) Sale of goods
Revenue
from
47
sale
of
Interest income is recognised

using the time proportion
basis taking into account the
amount outstanding and the
interest rate applicable.
(iv) Sale of spent malt and scrap

1.4 Revenue recognition

Income from contract bottling

is recognised when the right
to receive bottling fee is
established which normally
takes place on dispatch of
goods by contract bottlers to
its customers.
Revenue from sale of spent

malt and scrap is recognised
on transfer of all the significant
risks and rewards of ownership
to the buyer which normally
takes place on despatch
of goods. The amount
recognised as sale is net of
sales tax and sales returns.
1.5 Fixed assets

Fixed assets are carried at cost

of acquisition or construction less
accumulated depreciation and
provision for impairment of assets.
The cost of fixed assets includes
freight, duties, taxes and other

The costs of the fixed assets, which

are not ready for their intended use
on such date, are disclosed as
capital work-in-progress.
Depreciation on tangible assets is

provided on the straight-line method
over the useful life of assets estimated
by the Company. Depreciation for
assets purchased/ sold during a
period is proportionately charged.
Intangible assets are amortised over
their respective individual estimated
Assets, costing individually Rs 5,000

or less, are depreciated in full in the
year of purchase.
The useful life of brands, which

primarily
represent
brands
purchased, have been determined
The Company estimates the useful lives for fixed assets as follows:
Class of assets
Buildings
Number of years
5-28
- Brewing plant and vessels
20
- Packing plant
15
- Chillers
- Others
14-18
Computer equipment
Furniture and fixtures
Office equipment
Motor vehicles
Brands
20
Computer software
48
After recognition of impairment

loss, depreciation is provided on
the revised carrying amount of
the asset, less its residual value (if
any), over its remaining useful life.
If at the balance sheet date there

is an indication that if a previously
assessed impairment loss no
longer exists, the recoverable
amount is reassessed and the
asset is reflected at the recoverable
Plant and machinery
The
Company
periodically
assesses whether there is any
indication that an asset or a
group of assets comprising a
cash generating unit may be
impaired. If any such indication
exists, the Company estimates the
recoverable amount of the asset.
For an asset or group of assets
that does not generate largely
independent cash inflows, the
recoverable amount is determined
for the cash generating unit to
which the asset belongs. If such
recoverable amount of the asset or
the recoverable amount of the cash
generating unit to which the asset
belongs is less than its carrying
amount, the carrying amount is
reduced to its recoverable amount.
The reduction is treated as an
impairment loss and is recognised
in the statement of profit and loss.
The recoverable amount is higher
of the assets net selling price and
value in use.
DIRECTORS REPORT
Freehold land is not depreciated.

Leasehold land is amortised
over the lease term. Leasehold
improvements are amortised over
the lease term or its estimated useful
life of 5 years, whichever is lower.
1.7 Impairment
NOTICE
1.6 Depreciation

The Company believes that the

useful lives as given above best
represent the useful lives of these
assets based on internal assessment
and supported by technical advice
where necessary which is different
from the useful lives as prescribed
under Part C of Schedule II of the
Companies Act, 2013.
based
on
managements
assessment of market conditions
in India, intent to use and ability
to maintain these assets, previous
history of these brands and
internationally accepted practices.
useful lives on a straight-line basis,

commencing from the date the
asset is available to the Company
for its use.
incidental expenses related to

the acquisition or construction of
the respective assets. Borrowing
costs directly attributable to
acquisition or construction of those
fixed assets which necessarily
take a substantial period of time
to get ready for their intended
use are capitalised to the extent
they relate to the period till such
assets are ready to be put to use.
Intangible assets are recorded at
their acquisition cost.
OUR BRANDS



1.8 Borrowing costs

Borrowing
costs
directly
attributable to acquisition or
construction of those fixed
assets, which necessarily take a
substantial period of time to get
ready for their intended use, are
capitalised. Other borrowing costs
are accounted as an expense.
1.9 Investments

The comparison of cost and

net realisable value is made on
an item-by-item basis. The net
realisable value of work-in-progress
is determined with reference to the
selling prices of related finished
goods in the ordinary course of
business, less estimated cost of
completion and estimated costs
necessary to make the sale. Raw
materials, packing materials and
other supplies held for use in
production of inventories are not
written below cost except in cases
where material prices have declined,
and it is estimated that the cost of
the finished products will exceed
their net realisable value.
1.11 Foreign exchange
Long-term investments are carried

at cost less any other-thantemporary diminution in the value,
as determined by management
on commercial consideration
determined separately for each
individual investment.
Foreign exchange transactions are

recorded at the rates of exchange
prevailing on the date of the
respective transactions. Exchange
differences arising on foreign
exchange transactions settled
during the year are recognised in
the statement of profit and loss for
the year.
Monetary assets and liabilities

denominated in foreign currencies
as at the balance sheet date
are translated at the closing
1.10 Inventories

exchange rate on that date and

the resultant exchange differences
are recognised in the statement of
profit and loss.
and condition.
amount subject to a maximum

of depreciable historical cost. An
impairment loss is reversed only to
the extent that the carrying amount
of asset does not exceed the net
book value that would have been
determined, if no impairment loss
had been recognised.
Inventories are valued at lower of

cost and net realisable value. Cost
of inventories comprises purchase
price, costs of conversion and
other costs incurred in bringing the
inventories to their present location
The methods of determination of cost of various categories of inventories are

as follows:
Raw materials, packing materials,
stores and spares and traded goods
First-in-first-out (FIFO) method
Work-in-progress and finished goods

(including goods in transit)
FIFO method. Production overheads

are allocated on the basis of normal
capacity of production facilities
Maintenance spares, which are in regular use and are not an integral part of any
fixed asset, are treated as inventory and valued at cost.
49
Forward contracts and other

derivatives are entered into to
hedge the foreign currency risk of
the underlying outstanding at the
balance sheet date. The premium
or discount on all such contracts
arising at the inception of each
contract is amortised as income
or expense over the life of the
contract. Any profit or loss arising
on the cancellation or renewal of
forward contracts is recognised
as income or as expense for the
period.
The exchange difference on

the forward exchange contract
entered into to hedge the foreign
currency risk of the underlying
outstanding at the balance sheet
date, is calculated as the difference
between the foreign currency
amount of the contract translated
at the exchange rate at the
reporting date, or the settlement
date where the transaction is
settled during the reporting period,
and the corresponding foreign
currency amount translated at the
later of the date of inception of the
forward exchange contract and the
last reporting date. Such exchange
differences are recognised in the
statement of profit and loss in
the reporting period in which the
exchange rates change.

For forward exchange contracts

and other derivatives that are
not covered by AS 11 The
Effects of Changes in Foreign
Exchange Rates and that relate

and
Deferred tax assets are reviewed

as at each balance sheet date and
written down or written up to reflect
the amount that is reasonably/
virtually certain (as the case may
be) to be realised.
The Company offsets, the current

(on a year on year basis) and
contingent
The Company recognises a

provision when there is a present
obligation as a result of an
obligating event that probably
requires outflow of resources and
a reliable estimate can be made
of the amount of the obligation. A
disclosure of a contingent liability
is made when there is a possible
obligation or a present obligation
that may, but probably will not,
require an outflow of resources.
When there is a possible obligation
or a present obligation that the
likelihood of outflow of resources is
remote, no provision or disclosure
is made.
Provisions for onerous contracts,
i.e. contracts where the expected
unavoidable costs of meeting the
50
Leases where the lessor effectively

retains substantially all the risks
and rewards of ownership of the
leased asset are classified as
operating leases. Operating lease
payments are recognised as an
expense in the statement of profit
and loss on a straight-line basis
over the lease term.
1.14
Provisions
liabilities
Income-tax expense comprises

current tax (i.e. amount of tax for
the year determined in accordance
with the Income-tax law) and
deferred tax charge or credit
(reflecting the tax effects of timing
differences between accounting
income and taxable income for
the year). The deferred tax charge
or credit and the corresponding
deferred tax liabilities or assets
are recognised using the tax
rates that have been enacted
or substantively enacted by the
balance sheet date.
Deferred
tax assets are recognised only
to the extent there is reasonable
certainty that the assets can be
realised in future; however, where
there is unabsorbed depreciation
or carried forward business loss
under taxation laws, deferred tax
assets are recognised only if there
is a virtual certainty of realisation of
such assets.
DIRECTORS REPORT
(iii) Gratuity, which is a defined

benefit scheme, is provided
for based on an actuarial
valuation carried out by an
independent actuary as at the
balance sheet date. Actuarial
gains/ losses are recognised
immediately in the statement
of profit and loss and are
not deferred. The Company
makes contributions towards
gratuity into the approved
gratuity fund administered by
NOTICE
1.15 Taxation
(i) Contributions to provident fund,

which is a defined contribution
scheme, are charged to the
statement of profit and loss on
an accrual basis.
(ii)
The
Company
has
an
arrangement
with
Life
Insurance
Corporation
of India to administer its
superannuation
scheme,
which is a defined contribution
scheme. The contributions to
the said scheme are charged
to the statement of profit and
loss on an accrual basis.
(iv) Compensated absences are

provided for based on an
actuarial valuation carried out
by an independent actuary as
at the balance sheet date.
1.13 Leases
1.12 Employee benefits

obligations under the contract

exceed the economic benefits
expected to be received under it,
are recognised when it is probable
that an outflow of resources
embodying economic benefits
will be required to settle a present
obligation as a result of an obligating
event, based on a reliable estimate
of such obligation.
Life Insurance Corporation

of India. Only such changes
in legislation are taken into
account while providing for
gratuity that has been enacted
upto the balance sheet date.
to a firm commitment or highly

probable forecast transactions,
the Company has adopted the
principles of AS 30 - Financial
Instruments: Recognition and
Measurement with effect from 1
April 2008. Derivative instruments
that relate to a firm commitment
or a highly probable forecast
transaction have been recorded
at fair value at the reporting date
and the resultant exchange loss/
gain has been debited/ credited to
statement of profit and loss for the
year.
OUR BRANDS


been issued on conversion of all
potentially dilutive equity shares.
Potential dilutive equity shares
are deemed converted as of the
beginning of the year, unless they
have been issued at a later date.
The potentially dilutive equity
shares have been adjusted for
the proceeds receivable had the
shares been actually issued at a
fair value (i.e. the average market
value of the outstanding shares).
In computing the dilutive earnings
per share, only potential equity
shares that are dilutive and that
either reduces the earnings per
share or increases loss per share
are included.
deferred tax assets and liabilities,

where it has a legally enforceable
right and where it intends to settle
such assets and liabilities on a net
basis.

Minimum Alternative Tax (MAT)

credit is recognised as an asset
only when and to the extent there
is convincing evidence that the
Company will pay normal Incometax during the specified period. In
the year in which the MAT credit
becomes eligible to be recognised
as an asset in accordance with
the recommendations contained
in the Guidance Note issued
by the Institute of Chartered
Accountants of India (ICAI), the
said asset is created by way of a
credit to the statement of profit
and loss. The Company reviews
the same at each balance sheet
date and writes down the carrying
amount of MAT credit entitlement
to the extent there is no longer
convincing evidence to the effect
that Company will pay normal
Income-tax during the specified
period.
1.16 Earnings per share

The basic earnings per share is

computed by dividing the net
profit or loss attributable to equity
shareholders for the year by the
weighted average number of
equity shares outstanding during
the year. The number of equity
shares used in computing diluted
earnings per share comprises
the weighted average number of
shares considered for deriving
basic earnings per share, and also
the weighted average number of
equity shares, which would have
options will be met is dealt with by

estimating the probability of shares
vesting and therefore the cost is
adjusted and readjusted for the
probability of vesting in the vesting
period.
1.18 Cash flow statement

Cash flows are reported using the

indirect method, whereby the net
profit before tax is adjusted for
the effects of transactions of a
non-cash nature and any deferrals
or accruals of past or future
cash receipts or payments. The
cash flows from regular revenue
generating, investing and financing
activities of the Company are
segregated.
1.17 Employee stock compensation

cost
1.19 Government grants
Government grants are recognised

under the income approach as
per AS 12 Accounting for
Government Grants specified
under Companies (Accounting
Standard) Rules, 2006.
Grants related to depreciable

assets are treated as deferred
income which is recognised in
the statement of profit and loss
on a systematic and rational basis
over the useful life of such assets.
Grants related to non-depreciable
assets are credited to capital
reserve.
The Company applies intrinsic

value method of accounting for
stock options granted by the
ultimate holding company to the
employees of the Company after
1 April 2005. The intrinsic value
of the employee services received
in exchange for the grant of
such options is recognised as an
expense. The amount recognised
is spread over the vesting period
which is also the period over which
some of the scheme performance
criteria relate. At each balance
sheet date, the estimates of
the number of options that are
expected to become exercisable
are revised. It recognises the
impact of the revision of the
original estimates, if any, in the
statement of profit and loss over
the remaining vesting period. The
effect of uncertainty as to whether
any performance criteria of share
51

2. Notes to the financial statements

As at
31 March 2015
As at
31 March 2014
3,200,000,000
3,200,000,000
3,200,000,000 3,200,000,000
3,131,707,360
3,131,707,360
3,131,707,360
3,131,707,360
(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
As at 31 March 2014
No. of shares
Amount (Rs.)
313,170,736
-
3,131,707,360
-
313,170,736
-
3,131,707,360
-
313,170,736
3,131,707,360
313,170,736
3,131,707,360
(b) Rights, preferences and restrictions attached to equity shares

The Company has issued only one class of equity shares having a par value of Rs. 10 each. All equity shares rank equally with regard
to dividends and share in the Companys residual assets. Each holder of equity shares is entitled to one vote per share.
As at 31 March 2015
No. of shares
Amount (Rs.)
Name of the share holder

Equity shares
At the commencement of the year
Add: Issued during the year
OUR BRANDS
2.1 Share capital

Authorised
320,000,000 (previous year: 320,000,000) equity shares of Rs.10 each

Issued, subscribed and paid up
313,170,736 (previous year: 313,170,736) equity shares of Rs.10 each
fully paid up
(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates
As at
31 March 2014
NOTICE
162,086,038
142,069,512
5,590,817
1,651,174
DIRECTORS REPORT

As at

31 March 2015

Equity shares of Rs.10 each, fully paid up
I) SABMiller Asia BV
162,086,038
II) Step-down subsidiaries of SABMiller plc, the ultimate holding company,

other than at I above

- SABMiller Breweries Private Limited
142,070,329

- SABMiller India Holdings
5,590,817

- Austindia Pty Ltd
1,651,174
* SABMiller plc is the ultimate holding company
(d) List of persons holding more than 5 percent shares in the Company
As at 31 March 2015
No. of shares
% holding
162,086,038
142,070,329
51.76
45.37
As at 31 March 2014
No. of shares
% holding
162,086,038
142,069,512
51.76
45.36
(e) Number of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash/ issued as bonus
shares/ bought back (during five years immediately preceding 31 March 2015)
31 March 2015
Equity shares allotted
Pursuant to a contract
Bonus shares issued
Equity shares bought back
-
-
-
-
31 March 2014
-
-
-
-
52
31 March 2013
31 March 2012
31 March 2011
7,241,991
-
-
-
-
-
-
-

Equity shares
SABMiller Asia BV
SABMiller Breweries Private Limited


2.2 Reserves and surplus

As at
31 March 2015
As at
31 March 2014
2,000,000 2,000,000
Capital reserve
2,000,000 2,000,000

Securities premium account
9,576,907,748
9,576,907,748
9,576,907,748
9,576,907,748
(1,029,743,130)
(1,029,743,130)
Amalgamation adjustment reserve/ (deficit) account
(1,029,743,130) (1,029,743,130)
1,218,399,316 1,218,399,316
General reserve
1,218,399,316
1,218,399,316
(Deficit) in the statement of profit and loss
Opening balance
(6,794,945,305)
(5,797,633,712)
Add: (Loss) for the year
(1,273,588,070)
(997,311,593)
(8,068,533,375) (6,794,945,305)
1,699,030,559

2.3 Long-term borrowings

As at
31 March 2015
Unsecured
Term loans

- External commercial borrowings (ECB) from Standard Chartered Bank
2,972,618,629
As at
31 March 2014
1,871,006,998

Loans and advances from related parties (refer to note 2.36)

- External commercial borrowings

- Others
3,896,044,402
85,557,252
899,102,095
80,236,668
3,981,601,654
2,850,345,761
(a)
(b)
Corporate guarantees have been given by SABMiller plc for the external commercial borrowings from banks.
Terms of repayment:
Particulars
Repayment terms
Interest rate

ECB from Standard Chartered
Bank
ECB from related party (SABMiller
Asia BV)
Other loans and advances

from related party (SKOL Beer
Manufacturing Company Limited)
Bullet repayment at the end of 5 years from each

drawdown date*

Bullet repayment at the end of 5 years from each
drawdown date, except Rs.1,833,626,902 which
is repayable on 31 March 2017

Not repayable before 1 April 2018

* ECB from Standard Chartered Bank have been foreclosed during the year ended 31 March 2015.
53
Currency
Swap premium
LIBOR + 350 basis

points
6.40% to 9.43%
LIBOR + 60 to 150
basis points
6.45% to 7.33%
9% per annum


2.3 Long-term borrowings continued
As at
31 March 2015
OUR BRANDS
Due for repayment in financial year

As at
31 March 2014
ECB from Standard Chartered Bank

2014-15 * -
502,999,414
2015-16
-
822,931,998
2016-17
-
1,048,075,000
ECB from related party (SABMiller Asia BV)
2016-17
1,833,626,902
2018-19
937,462,500
899,102,095
2019-20
1,124,955,000

* Balance as at 31 March 2014 has been disclosed under current maturities of long-term debt (refer to note 2.8)

(c) There have been no defaults in repayment of principal and interest as at 31 March 2015 (previous year: Nil).
(d) The Company had entered into an interest rate swap in the previous year to pay fixed LIBOR in the range of 3.10% - 3.35% and

receive floating LIBOR. The Company has foreclosed these swaps during the year ended 31 March 2015.
As at
31 March 2015
Derivative financial liabilities

Deposits from customers and del-credere agents
Deferred revenue
2.4 Other long-term liabilities
As at
31 March 2014
5,225,190
116,686,357
10,171,595
6,345,826
152,961,656
128,257,373
As at
31 March 2015
As at
31 March 2014
159,657,312
120,694,517
NOTICE
142,790,061
2.5 Long-term provisions

Provision for gratuity (refer to note 2.33)
Provision for compensated absences
59,913,052
180,607,569
As at
31 March 2015
As at
31 March 2014
279,160,411
DIRECTORS REPORT
2.6 Short-term borrowings
57,281,275
216,938,587
Loan repayable on demand
- from banks
- bank overdraft
Unsecured
- from banks
- working capital loans
- commercial paper issued to related party (refer note 2.36)
5,250,000,000
7,350,000,000
3,000,000,000
8,250,000,000
7,629,160,411
(a) Working capital loan from banks are due for repayment or renewal within a period of 12 months.
(b) There has been no defaults in repayment of principal and interest as at 31 March 2015 (previous year: Nil).
(c) Of the above working capital loan from banks, Nil (previous year: Rs. 1,650,000,000) is covered by corporate guarantees given
by SABMiller plc.
(d) Commercial paper having face value of Rs 3,000,000,000 have been issued during the current year at a discount of 8.55%. The
maturity date of the commercial paper is 20 October 2015.
54
Unsecured


As at
31 March 2015
2.7 Trade payables
As at
31 March 2014
Trade payables
- Due to micro and small enterprises (refer to note 2.40)
21,639,708
- Due to other creditors

- Acceptances
2.8 Other current liabilities

59,654,166
1,656,020,428
1,910,533,493
225,072,607
267,713,062
1,902,732,743
2,237,900,721
As at
31 March 2015
Current maturities of long term debts (refer to note 2.3)
Interest accrued but not due on borrowings
39,819,652
74,271,549
Payable to related parties for expenses (refer to note 2.36)
162,268,123
103,370,477
Book overdraft
116,062,466
19,978,995
Deposits from customers
14,256,401
19,075,088
770,017,594
577,294,249
Excise duty payable
Other liabilities
As at
31 March 2014
502,999,414
- statutory dues
311,273,588
424,700,235
- creditors for capital goods
152,867,337
119,270,846
- derivative financial liabilities
- deferred revenue
- for expenses
2.9 Short-term provisions

Provision for compensated absences

Provision for claims (refer to note 2.35)
Provision for fringe benefit tax (net of advance tax)
Provision for income-tax (net of advance tax and tax deducted at source)
55
9,804,476
8,303,208
5,265,394
2,386,691,832
1,951,786,810
3,961,560,201
3,807,817,533
As at
31 March 2015
As at
31 March 2014
11,131,908
11,398,404
525,601,507
482,552,483
5,047,648
5,047,648
19,812,265
19,812,265
561,593,328
518,810,800
18,280,343
Leasehold improvements
10,380,013
13,969,697,612
Motor vehicles
1,252,264,052
17,563,015,348
16,894,411,225
Total
Previous year
194,044,625
1,146,371,521
1,105,198,336
1,546,038,278
7,026,269,182
6,002,052,650
3,620,770,302
18,511,249,045
17,563,015,348
304,030,355
92,146,173
25,014,400
102,171
174,342
Office equipment
60,487,947
35,806,926
Plant and machinery
Total
24,404,508
Accelerated depreciation
charge
Buildings
Description
1,573,155,421
141,913,082
1,715,068,503
7,965,309,638
7,026,269,182
25,014,400
207,331,065
80,981,804
6,250,241,135
6,531,298
28,067,126
60,775,715
135,022,864
5,265,114,306
728,869,202
13,858,633
12,001,991
As at
31 March 2015
25,014,400
182,316,665
341,748
3,586,696
2,502,164
46,661,922
127,547,168
1,676,967
Deletions
134,222,627
32,858,966
32,858,966
22,458,966
10,400,000
Provision for
impairment
as at
31 March 2015
(refer to note iii
below)
38,968,622
2,047,279,458
1,905,701,799
10,402,523,539
10,513,080,441 10,402,523,539
2,008,310,836
67,936,975
8,355,244,081
4,966,045
24,058,619
6,510,879
7,786,239
5,898,550,914
2,004,412,775
4,760,943
25,850,860
378,346,807
As at
31 March 2014
(Rs.)
1,837,764,824
8,607,378,642
9,104,902
27,684,243
5,281,755
873,094
6,054,311,110
2,102,130,092
4,421,710
25,224,929
378,346,807
As at
31 March 2015
Net block
32,858,966
(787,113)
(237,338)
(101,363,661)
-
787,113
237,338
134,222,627
101,363,661
134,222,627
32,858,966
22,458,966
10,400,000
As at
31 March 2015
(Rs.)
During the year ended 31 March 2014, the Management decided to discontinue operations at one of its breweries and has accordingly created a provision for
impairment against freehold land, the realisable value of which is considered to be nil. Also refer note (ii) above for impairment of leasehold land. During the
year ended 31 March 2015, the Company sold its assets at one of its non-operational brewery, which was impaired, for a total consideration of Rs. 5,000,000.
Accordingly, the provision for impairment for these assets have been reversed/ deleted pursuant to such sale.
Previous year
Total
Motor vehicles
Office equipment
(860,707)
860,707
(72,835,054)
Computer equipment
(10,043,449)
72,835,054
22,458,966
Plant and machinery
(16,600,000)
27,000,000
10,043,449
Addition
(Reversal)/
deletions
As at
1 April 2014
Provision for impairment
Buildings
Leasehold land
Freehold land
Description
(iii) Provision for impairment comprises
During year ended 31 March 2014, the Management decided to discontinue the construction of a brewery and had accordingly impaired leasehold land
amounting to Rs. 22,458,966 and capital work-in-progress amounting to Rs. 39,051,751. Further,pursuant to a decision in the current year for a potential
change in the location of a project under development, the Company has impaired capital work-in-progress amounting to Rs. 158,797,020.
23,498,613
(ii)
170,546,012
952,326,896
1,696,416
3,213,162
14,519,791
25,918,848
806,629,271
99,384,244
339,233
143,428,869
25,014,400
Depreciation charge for year ended 31 March 2014 includes accelerated depreciation
amounting to Rs. 60,487,947 (refer table below) on account of revision in the useful life of
certain assets.
(Rs.)
625,931
Charge during
the year
(refer to note
i below)
1,402,609,409
5,480,230,904
5,176,630
28,440,660
48,758,088
155,765,938
4,586,032,203
631,161,925
13,519,400
11,376,060
As at
1 April 2014
209,850,057
14,890,478,743
15,636,200
55,751,369
66,057,470
135,895,958
11,319,425,416
2,830,999,294
18,280,343
59,685,886
388,746,807
As at
31 March 2015
Accumulated depreciation and amortisation
3,410,920,245
279,015,955
551,152
4,107,528
4,162,023
46,937,212
197,440,978
9,217,062
16,600,000
Deletions
DIRECTORS REPORT
(i)
Notes:
52,466,966
3,593,317,736
760,750,296
52,466,966
6,572,505
14,950,526
182,397,491
Computer software
Brands
3,410,920,245
53,286,392
Office equipment
Intangible assets
5,807,339
1,199,797,086
55,268,967
18,420,286
164,412,884
959,448,223
10,557,418,171
Computer equipment
194,598,207
Plant and machinery
2,645,618,149
59,685,886
Leasehold land
Buildings
405,346,807
Freehold land
Tangible assets
Additions
NOTICE
As at
1 April 2014
Gross block
Description
56
OUR BRANDS
2.10 Fixed assets



2.11 Non-current investments

As at
31 March 2015
Non trade - at cost
80,000 (previous year: 80,000) fully paid up equity shares of Rs. 3

(previous year: Rs. 3) each in Vulcan Leasing and Investments Limited
Investment in equity shares - unquoted
295 (previous year: 295) fully paid up equity shares of Rs. 100
each in Haryana State Cooperative Bank Limited

80,000
29,500
109,500
Less: Provision for, other than temporary, diminution in the value of
investments
(109,500)
80,000
29,500
109,500
(109,500)
- -
As at
31 March 2014
Investment in government or trust securities
National Savings Certificates

Indira Vikas Patra

2,256,323
26,550
2,282,873
2,256,323
26,550
2,282,873

Aggregate market value of quoted investments
Aggregate provision for diminution in value of investments
2,282,873
11,407,447
-
(109,500)
2.12 Long-term loans and advances

As at
31 March 2015
-
(109,500)
As at
31 March 2014
Unsecured, considered good

Advance for purchase of shares (trade investment)
Capital advances
Security deposits
Rental deposits
Advance tax and tax deducted at source (net of provision for income-tax)
Fringe benefit tax (net of provision for fringe benefit tax)
Minimum alternate tax credit entitlement
Loans and advances to related parties (refer to note 2.36 and 2.43)
Advance to contract bottler
- Prepaid expenses
- Others
57
50,000,000
35,239,922
98,670,625
33,150,420
201,784,226
1,973,463
3,250,000
1,466,653
131,250,000
119,859,265
98,048,876
30,190,310
171,110,393
1,973,463
3,250,000
1,466,653
70,000,000
6,133,034
34,550,206
3,811,219
29,571,845
597,468,549
529,282,024


Unsecured, considered doubtful

Less: Provision for doubtful loans and advances
As at
31 March 2015
As at
31 March 2014
87,410,130
(87,410,130)
80,614,224
(80,614,224)
-
597,468,549

2.13 Other non-current assets

As at
31 March 2015
529,282,024
As at
31 March 2014
Derivative financial assets
401,498,855
323,198,351
76,766,970
247,201,496
Balances with banks:
- in current account *
5,161,504
5,161,504

- in margin money deposit accounts maturing after 12 months
21,697,096
4,736,759

505,124,425
580,298,110
Deposit made under protest

OUR BRANDS
2.12 Long-term loans and advances continued

* Out of the amounts held in current account, Rs 5,161,504 (previous year: Rs 5,161,504) is held in lien by government authorities.
NOTICE
2.14 Inventories

Raw materials
Goods in transit - raw materials
As at
31 March 2015
1,451,285,592
22,775,983
Finished goods
Goods in transit - finished goods
Stores and spares
236,952,324
Stock-in-trade
37,878,320
241,378,208
1,499,218,273
1,112,049,568
3,859,873
4,938,809
446,580,427
351,353,916
16,380,654
7,826,301
3,446,164,218
Refer note 1.10 of significant accounting policies on disclosure of method for valuation of inventories
2.15 Trade receivables

Unsecured
As at
31 March 2015

Outstanding for a period exceeding six months

Considered good

Considered doubtful
Less: Provision for doubtful debts
571,191,526
498,936,838
(571,191,526)
(498,936,838)
58
As at
31 March 2014
3,677,053,126
1,690,739,096
DIRECTORS REPORT
Work-in-progress
As at
31 March 2014


2.15 Trade receivables continued

As at
31 March 2015
As at
31 March 2014
Others

Considered good
6,006,868,669
6,185,620,612

44,065,428

Less: Provision for doubtful debts
Considered doubtful
6,006,868,669
-
6,229,686,040
(44,065,428)
6,006,868,669
6,185,620,612
6,006,868,669
6,185,620,612
2.16 Cash and bank balances

Cash and cash equivalents

- in current accounts
- in exchange earners foreign currency account
As at
31 March 2015
As at
31 March 2014
650,504,390
21,348,368
31,716,718
19,991,741

Other bank balances


- in margin money deposit accounts maturing within 12 months

671,852,758
51,708,459
-
-
19,447,607
19,447,607
671,852,758
2.17 Short-term loans and advances

Loans and advances to related parties (refer to note 2.36)
As at
31 March 2015
10,205,369
71,156,066
As at
31 March 2014
5,547,008
Others

- Loans and advances to employees
272,221
3,749,385

- Advances for supply of goods and rendering of services
188,987,072
235,266,414

- Duty drawback receivable
10,826,652
13,966,079

- Prepaid expenses
168,437,272
114,680,613

- Loan to contract bottler
113,750,000
80,000,000

- Balances with excise and other government authorities
957,056,330
1,225,895,459

- Interest accrued but not due
1,143,453
4,724,703
1,450,678,369

2.18 Other current assets

Derivative financial assets

Unamortised discount on issue of commercial paper
As at
31 March 2015
-
142,664,936
1,683,829,661
As at
31 March 2014
58,361,919
-
142,664,936 58,361,919
59


For the year ended
31 March 2015
641,905,187
322,211,417
15,023,981
21,560,122
1,000,700,707
2.20 Other income

For the year ended
31 March 2015
31 March 2014
194,946,126
339,445,323
16,388,258
21,622,947
572,402,654
For the year ended
31 March 2014
Interest income
Dividend income
Net gain on foreign currency translation and transactions
Other non-operating income
- Profit on sale of fixed assets, net
- Profit on sale of investments
- Write back of provision for doubtful advances
- Release of deferred government grants (refer note 2.41)
- Miscellaneous income
2.21 Changes in inventories of finished goods,

work-in-progress and traded goods
55,107,159
17,623,787
8,450,067
68,800,000
20,753,497
9,265,931
1,950,409
6,479,926
68,609,620
164,692,546
For the year ended
31 March 2014
1,116,988,377
Less: Excise duty on opening stock
7,826,301
1,366,192,886
769,188,494
619,351,300
336,634,985
746,841,586
432,553,509
236,952,324
241,378,208
Closing stock
Work-in-progress

Finished goods, including in transit
1,503,078,146
Stock-in-trade

Less: Excise duty on closing stock
16,380,654
(B)
(Increase)/decrease in finished goods, work-in-progress and traded goods (A-B)
60
1,116,988,377
7,826,301
1,756,411,124
1,366,192,886
836,875,792
619,351,300
919,535,332
746,841,586
(172,693,746)
(314,288,077)
(A)
554,187,165
DIRECTORS REPORT
Finished goods
241,378,208 215,001,329
333,634
31 March 2015
Stock-in-trade
23,359
For the year ended

Opening stock
Work-in-progress

16,255,829
NOTICE
28,258,568

Income from contract bottling

Sale of spent malt and scrap

Duty draw back on exports

Royalty income

For the year ended

OUR BRANDS
2.19 Other operating revenues



2.22 Employee benefits expense

For the year ended
31 March 2015
Salaries and wages
Contributions to
1,500,977,005
For the year ended
31 March 2014
1,521,794,936
- provident and other funds
59,558,482
55,350,826
- gratuity (refer to note 2.33)
49,313,271
16,849,294
467,263
10,792,466
50,680,122
47,340,024
1,660,996,143
1,652,127,546
Compensated absences
Staff welfare expense
2.23 Finance cost

Interest expense
Other borrowing costs
For the year ended
31 March 2015
2.24 Other expenses

31 March 2014
1,014,589,978
1,096,640,013
17,037,350
19,130,894
1,031,627,328
1,115,770,907
For the year ended
31 March 2015
Sales scheme expenses
For the year ended
For the year ended
31 March 2014
857,212,161
716,553,666
381,736,925
1,440,551,234
776,671,081
1,216,949,912
599,401,387
219,817,103
203,767,790
344,124,652
198,342,526
255,327,624
128,515,721
390,211,468
1,405,142,596
929,146,306
1,039,957,197
419,562,912
216,004,294
143,904,456
288,402,393
208,801,840
223,074,534
120,545,423
28,024,448
136,751,974
98,748,262
158,797,020
44,477,014
-
28,189,260
6,795,906
5,072,789
352,000
43,049,024
69,225,547
25,179,295
121,505,576
100,779,375
39,051,751
47,499,271
9,067,708
24,222,015
52,979,730
-
Miscellaneous
587,033,512
506,175,028
7,828,934,872
7,027,766,834
Commission on sales

Freight outward

Power and fuel

Advertisement and publicity

Management group service charge

Rates and taxes

Legal and professional

Clearing and forwarding

Travel and conveyance

Consumption of stores and spare parts

Rent (refer to note 2.39)
Repairs

- buildings

- plant and machinery

- others

Impairment of capital work-in-progress [refer to note 2.10(ii)]

Insurance

Loss on sale of fixed assets, net

Provision for doubtful debts

Provision for doubtful loans and advances
Bad and doubtful debt written off
Doubtful loans and advances written off
Provision for claims, net
Net loss on foreign currency translation and transactions
61


2.25. Contingent liabilities and other commitments
As at
31 March 2015
As at
31 March 2014
Contingent liabilities
Claims against the Company not acknowledged as debts in respect of:

a) Sales tax matters
568,610,382
61,228,234
b) Excise matters
c) Service tax matters
d) Custom matters
e) Other matters
19,931,526
19,516,818
234,523,299
394,807,316
261,555
261,555
169,003,814
169,003,814
b) Other commitments
- Purchase of raw materials (Hops and cans)
1,173,024,674
134,171,067
NOTICE
2.26. Income from contract bottling operations pertains to the revenue share the Company has earned on sales made by the
tie-up units (contract bottlers). These revenues are recorded on a net basis in order to comply with relevant statutory
regulations, where by tie-up units raise invoices on their customers, discharge statutory dues and taxes and record
sales on a gross basis in the financial statements. The contract bottling agreement further specifies that the dealing
between the Company and the contract bottlers is on a principal to principal basis. The above practice is consistent
with prevalent industry practice.
(ii) Commitments

a) Estimated amount of contracts remaining to be executed on

capital account (net of advances) and not provided for
359,735,166
428,446,204
(i)
OUR BRANDS
Particulars

2.27. Auditors remuneration, net of service tax (included under legal and professional expenses)
For the year ended
31 March 2015
For the year ended
31 March 2014
DIRECTORS REPORT
Particulars
As auditor

- Statutory audit
10,700,000
11,450,000

- Tax audit
62
1,000,000
584,358
528,364
Reimbursement of expenses
1,000,000


2.28. Additional information pursuant to general instructions for preparation of the statement of profit and loss
(a) Details of finished goods (including goods in transit) and turnover (gross)
Beer

For the year ended
31 March 2015
Opening stock
Sales (gross of excise duty)
Closing stock
1,116,988,377
34,119,273,692
1,503,078,146
For the year ended
31 March 2014
554,187,165
33,630,386,968
1,116,988,377
(b) Details of traded goods

Beer

For the year ended
31 March 2015
Opening stock
Purchases
Sales
Closing stock
7,826,301
424,755,714
813,349,181
16,380,654
For the year ended
31 March 2014
-
300,722,349
555,522,671
7,826,301
(c) Consumption of raw materials and packing materials

Particulars

For the year ended
31 March 2015
Malt (including raw barley used directly in manufacturing process)

Bottles
Cans
Others *

1,376,747,426
2,997,819,028
1,362,177,797
3,082,449,101
8,819,193,352
For the year ended
31 March 2014
1,659,726,315
3,277,070,292
1,340,166,765
3,167,180,929
9,444,144,301
* Individual items are less than 10% of the total value of consumption.
(d) Consumption of imported and indigenous raw materials and packing materials
Particulars

For the year ended
31 March 2015
%
2
For the year ended
31 March 2014

Imported
Amount (Rs.)
194,010,441
Amount (Rs.)
164,198,828
%
2
Indigenous
8,625,182,911 98
9,279,945,473 98
8,819,193,352 100
9,444,144,301 100
(e) Consumption of imported and indigenous stores and spares

Particulars

For the year ended
31 March 2015
Amount (Rs.)
60,163,069

Imported
Indigenous

%
24
195,164,555 76
255,327,624 100
63
For the year ended
31 March 2014
Amount (Rs.)
37,368,507
%
17
185,706,027 83
223,074,534 100


2.29. Earnings per share
(Figures in Rs. except number of shares)
For the year ended
31 March 2015
Loss for the year attributable to equity shareholders

Weighted average number of equity shares of Rs.10 each used for
calculation of basic and diluted earnings per share
31 March 2014
(1,273,588,070)
(997,311,593)
313,170,736
313,170,736
(4.07)
(3.18)
2.30. Value of imports on CIF basis

Particulars

For the year ended
31 March 2015
Stores and spares

Capital goods

31 March 2014
131,621,624
120,931,455
47,016,218
37,367,665
89,575,976
75,493,948
268,213,818
233,793,068
Raw materials
For the year ended
Basic and diluted earnings per share
For the year ended
OUR BRANDS
Particulars

2.31. Expenditure in foreign currency (accrual basis)

For the year ended
31 March 2015
Travel and conveyance
For the year ended
31 March 2014
11,785,062
480,118,590
336,068,548
37,118,863
40,742,539
292,339,678
272,987,445
9,105,705
22,744,556
Others
102,051,075
82,104,732
930,722,756
766,432,882
Management group service charge *

Salaries, wages and bonus
Interest expense *
Legal and professional
2.32. Earnings in foreign currency (accrual basis)

Particulars

For the year ended
31 March 2015
Export sales at FOB value
748,046,036
64
For the year ended
31 March 2014
694,434,738
* net of withholding tax and service tax, as applicable
DIRECTORS REPORT
9,988,845
NOTICE
Particulars



2.33. Gratuity

The Company has a gratuity plan for the employees of the Company. Every employee who has completed 5 years or
more of service is eligible for gratuity on separation, worked out at 15 days salary (last drawn salary) for each completed
year of service. The obligation under the scheme is partially funded by contributions being made towards qualifying
insurance policies obtained from the insurer.
Statement of profit and loss

Net employee benefits expense (recognised in employee benefits expense)
Particulars

For the year ended
For the year ended
31 March 2015
31 March 2014
Current service cost
17,595,747
17,273,685
Interest cost on defined benefit obligation
13,634,981
11,070,886
Expected return on plan assets
(2,332,006)
(2,359,670)
Net actuarial loss/ (gain) recognised for the year
20,414,549
(9,135,607)
Net benefits expense
49,313,271
16,849,294
Balance sheet
Details of provision for gratuity
Particulars
As at

Defined benefit obligations
Less: Fair value of plan assets
Plan liabilities
As at
31 March 2015
31 March 2014
191,795,550
150,874,487
32,138,238
30,179,970
159,657,312
120,694,517
Changes in the present value of the defined benefit obligation

Particulars

For the year ended
For the year ended
31 March 2015
31 March 2014
150,874,487
144,274,427
Current service cost
17,595,747
17,273,685
Interest cost
13,634,981
11,070,886
Benefits paid
(8,523,586)
(11,776,694)
Actuarial loss/ (gain) on obligation
18,213,921
(9,967,817)
191,795,550
150,874,487
Opening defined benefit obligation
Closing defined benefit obligation
65


Changes in the fair value of plan assets
For the year ended
For the year ended
31 March 2014
30,179,970
34,272,013
2,332,006
2,359,670
(2,200,628)
(832,210)
3,578,559
445,471
Benefits paid
(1,751,669)
(6,064,974)
Closing fair value of plan assets
32,138,238
30,179,970
Opening fair value of plan assets

Expected return on plan assets
Actuarial (loss)/ gain on plan assets
Contributions by employer
Particulars

As at

Qualifying insurance policies from the insurer
As at
31 March 2015
31 March 2014
100%
100%
Particulars
As at
As at
31 March 2014
Discount rate
7.90%
9.30%
Expected rate of return on plan assets
7.50%
7.50%
Salary increase
9.00%
9.00%
1% to 15%
across categories
1% to 15%
across categories
58 Years
58 Years
Employee turnover

Retirement age
The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date,
applicable to the period over which the obligation is to be settled.
66
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market.
DIRECTORS REPORT
31 March 2015
NOTICE
Principal assumptions used in determining gratuity benefit obligations for the Companys plan
Major categories of plan assets as a percentage of the fair value of total plan assets
31 March 2015
OUR BRANDS
Particulars



Amounts for the current and previous four years
Particulars
As at

31 March 2015

Defined benefit
obligation
Plan assets
Deficit
Experienced adjustments
n plan liabilities
o
Experienced adjustments
on plan assets
As at
31 March 2014
As at
31 March 2013
As at
31 March 2012
191,795,550
150,874,487
144,274,427
114,415,667
96,375,972
32,138,238
30,179,970
34,272,013
32,598,237
29,994,116
(159,657,312) (120,694,517) (110,002,414)
As at
31 March 2011
(81,817,430)
(66,381,856)
(944,740)
(2,526,892)
(7,431,281)
(593,065)
(3,036,056)
(2,200,628)
(832,210)
2,664,285
148,949
564,021
2.34. Segmental reporting
segment, while the remainder of costs are apportioned on

an appropriate basis. Certain expenses are not specifically
allocable to the individual segments as these expenses are
common in nature. The Company therefore believes that
it is not practicable to provide segment disclosure relating
to such expenses and accordingly such expenses are
separately disclosed as unallocated and directly charged
against total income.
Business segments
The Companys sole business segment is Manufacture and
Sale of Beer. Consequently, the requirement for separate
business segment disclosures as required under AS 17
Segment Reporting is not applicable.
Geographical segments
Certain segment assets and liabilities are directly attributable

to the segment. Segment assets include all operating
assets used by the segment and consist principally of
fixed assets, inventories, trade receivables and loans and
advances. Segment liabilities include trade payables and
other operating liabilities and provisions. Certain assets and
liabilities that are not specifically allocable to the individual
segments have been separately disclosed as unallocated.
The Company operates in two principal geographical areas

of the world: India and Rest of the world.
The accounting principles used in the preparation of the
financial statements are also consistently applied to record
income and expenditure in individual segments. Income
and direct expenses in relation to segments are categorised
based on items that are individually identifiable to that
Revenue from sale of products (net of duties, taxes and discount)

India
For the year ended
31 March 2015
For the year ended
31 March 2014
17,648,240,751
17,935,459,631
748,046,036
694,434,738
18,396,286,787
18,629,894,369
Segment asset

31 March 2015
31 March 2014
India
24,002,309,102
23,565,239,053
165,795
3,951,410
24,002,474,897
23,569,190,463
Rest of the world
As at
Rest of the world

67
As at


For the year ended
31 March 2015
India
1,107,743,789
Rest of the world

1,107,743,789
For the year ended
31 March 2014
1,085,710,933
-
1,085,710,933
31 March 2015
For the year ended
31 March 2014
Provision for indirect-tax cases

Opening balance

Add: Addition during the year

Less: Unused amounts reversed during the year

Closing balance
375,320,491
43,049,024
60,329,571
(7,349,841)
471,349,245
428,300,221
54,252,262
54,252,262
NOTICE
428,300,221
Provision for water charges

For the year ended
2.35. Provision for claims

The provisions are utilised to settle previously anticipated and determined adverse outcomes of legal cases against the
Company. The provision is based on independent advice obtained by the Company from external legal counsel. The
time frame of utilisation of the provision is determined by the course of the legal proceedings.
Particulars

OUR BRANDS
Capital expenditure (on cash basis)

Opening balance
Add: Addition during the year
Less: Utilised during the year
Closing balance
54,252,262
54,252,262
525,601,507
482,552,483
Provision for water charges

The Maharashtra Industrial Development Corporation (MIDC) had, vide order number EE/E&M/785/2005 dated 25
May 2005, made a demand for increase in water charges with retrospective effect from 1 November 2011. Waluj
Industries Association (the Association), of which the Company is a member has filed a writ petition against such
demand in the Honorable High Court of Bombay. The Honorable High Court of Bombay has passed an order against
the appeal and has directed the Association to release the demand amount with retrospective effect. Accordingly the
Company has made the payment of the principal amount outstanding. However with respect to interest for which
the above provision is recognised, the Association has given a representation on behalf of the Company for waiver of
interest demanded by MIDC. The matter is currently pending final settlement.
68
Provision for indirect-tax cases

Several litigations are in process against the Company relating to Excise, Sales tax, Service tax and Customs duty
related matters. In respect of such provision, the disclosures required by Accounting Standard 29 - Provisions,
Contingent liabilities and Contingent assets have not been provided in accordance with paragraph 72 of Accounting
Standard 29 - Provisions, Contingent liabilities and Contingent assets. Timing of outflow of resources will depend
upon timing of decision of these litigations.
DIRECTORS REPORT


2.36. Related parties
(i)
Names of related parties and description of relationship with the Company:
Enterprises where control exists
Ultimate holding company
SABMiller plc
Holding company
SABMiller Asia BV
Significant influence
Other related parties with whom transactions have taken place
Fellow subsidiaries
S.p.A. Birra Peroni
SKOL Beer Manufacturing Company Limited
SABMiller Management (IN) BV
MBL Breweries Limited (formerly known as MBL Property Developers Limited)
SABMiller Europe AG
SABMiller (Asia) Limited
SABMiller Procurement GmbH
SABEX
MillerCoors LLC
Miller Brewing International Inc.
SABMiller Asia - Africa
SABMiller Vietnam
CUB Pty Ltd.
Grant Liversage, Managing Director (upto 31 December 2014)
Key managerial personnel
(ii)
Shalabh Seth , Managing Director (with effect from 1 January 2015)
Related party transactions
For the year ended
31 March 2015

Unsecured loan given, net
Interest income
Expenses incurred by the Company on behalf of related party
Unsecured loan given
Unsecured loan given, recovered
SABMiller plc
Expenses incurred by related party on behalf of the Company
31 March 2014
-
254,858
3,558,786
421,368
101,521
1,205,316
36,000
-
-
200,000
200,000
2,508,736
17,774,109
69
For the year ended
8,360,080


(ii)
Related party transactions (continued)

For the year ended
31 March 2015
For the year ended
31 March 2014
OUR BRANDS

Management group service charge
533,465,100
373,409,498

Interest expense
7,194,882
8,430,394
Unsecured loan taken/ (repayment), net
(1,154,810)
(9,068,711)

4,932,175
20,069,156
SABMiller Europe AG
-
75,420
MillerCoors LLC
Purchase of raw materials
23,129,354
2,184,716
S.p.A. Birra Peroni

Purchase of stock in trade
-
436,765

Commission paid on purchase of raw materials
77,097,062
57,172,790
NOTICE

Royalty expenses (grouped under miscellaneous expenses)
11,115,446
6,063,258
SABMiller Asia BV
Commercial paper issued
3,000,000,000
Unsecured loan taken/ (repayment), net
2,929,588,671
889,750,000
Interest expense
34,624,493
17,413,410
SABMiller Vietnam
Expenses incurred on behalf of other companies
142,783
-
SABEX
Purchase of capital goods
152,650
Paolo Lanzarotti
Remuneration
-
62,519,912
Grant Liversage
Remuneration 34,770,778
22,714,244
Shalabh Seth
Remuneration*
25,707,512
-
* Amount paid during year ended 31 March 2014 as remuneration has not been disclosed as he was not a key managerial person then.
70
CUB Pty Ltd

2,124,810
7,367,093
Purchase of raw materials
5,718,933
-
DIRECTORS REPORT

1,321,972
-


(iii) Amount outstanding as at the balance sheet date:

As at

Long-term loans and advances
As at
31 March 2015
31 March 2014
1,466,653
3,016,661
1,466,653
2,149,618
SABMiller plc
3,613,976
1,966,977
3,773,536
1,264,800
2,442,629
2,246,238
85,557,252
80,236,668
120,482,680
94,570,885
SABMiller Europe AG
75,420
75,420
SABMiller Asia BV
Short-term borrowings
3,896,044,402
3,000,000,000
899,102,095
-
S.p.A. Birra Peroni

236,017
236,017
27,805,686
4,908,507
MillerCoors LLC
85,062
68,610
1,321,972
SABMiller Vietnam
142,783
CUB Pty Ltd
1,607,449
7,367,093
466,528
1,430,413
36,000
-
(iv) Corporate guarantees have been given by SABMiller plc for loan facility obtained by the Company as at the balance

sheet date amounting to Nil (previous year: Rs.4,024,006,412).
71


Particulars

As at
31 March 2015
As at
31 March 2014
OUR BRANDS
2.37. Deferred tax assets/ (liabilities)
Deferred tax assets

35,527 35,527
Trade receivables
177,974,138
168,828,133
Loans and advances
21,936,107
19,731,175
Provision for retirement benefits
73,997,472
62,296,338
134,106,699
120,139,443
Unabsorbed depreciation
987,847,694
1,047,123,863
1,395,897,637
1,418,154,479
Deferred tax liabilities

Fixed assets
1,395,897,637
1,418,154,479

1,395,897,637
Deferred tax asset/ (liabilities), net
1,418,154,479
-
NOTICE
In view of the accumulated losses and in accordance with AS 22 Accounting for taxes on income, deferred tax assets
on unabsorbed depreciation and other temporary timing differences have been recognised only to the extent of those timing
differences, the reversal of which will result in sufficient taxable income.
Provision for claims
Investments
2.38. Derivative instruments and un-hedged foreign currency exposure

Derivative instruments
Forward contract

Towards repayment of interest on

foreign currency loans
Forward contract
Towards repayment of foreign currency loans
72
-
-
USD 37,339,204
As at
31 March 2014
JPY 87,124,272
USD 1,715,163
-
- JPY 2,285,455,000
USD 25,000,000
USD 32,500,000
Currency swap contract

Towards repayment of foreign currency loans

As at
31 March 2015
DIRECTORS REPORT
Particulars Purpose



Un-hedged foreign currency exposures
Underlying
asset/liability

Foreign
currency
As at 31 March 2015
Amount in
Amount (Rs.)
foreign currency
As at 31 March 2014
Amount in
Amount (Rs.)
foreign currency
Balances with banks
USD
388,299
24,267,740
333,112
19,991,741
Trade receivables
USD
2,653
165,795
65,840
3,951,410
Trade payables
USD
236,912
14,218,284
548,444
45,343,460
5,184
29,525
2,855
236,017
EURO
ZAR
Payable to related parties
EURO
-
693,811
-
2,855
-
46,531,174
-
236,017
GBP
12,639
1,264,800
CHF
1,119
75,420
USD
1,658,719
99,548,002
2,399,083
149,936,679
2.39. Operating leases

The Company was obligated under non-cancellable operating leases for a brewing facility and other office premises
which were renewable at the option of both the lessor and lessee. Total rental expense under non-cancellable operating
leases amounted to Rs. 23,300,000 (previous year: Rs. 19,026,750) for the year ended 31 March 2015. Future minimum
lease payments under non-cancellable operating leases are as follows:
Period

As at
31 March 2014
Not later than 1 year
23,300,000
23,300,000
Later than 1 year and not later than 5 years
46,600,000
69,900,000
Later than 5 years
As at
31 March 2015
The Company is also obligated under cancellable lease for residential and office premises and motor vehicles which
are renewable at the option of both the lessor and lessee. Total rental expense under cancellable operating leases
amounted to Rs. 101,565,721 (previous year: Rs.101,518,673) for the year ended 31March 2015.
2.40. The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which
recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the
Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small
and Medium Enterprises Development Act, 2006 (the Act). Accordingly, the disclosure in respect of the amounts
payable to such enterprises as at 31 March 2015 has been made in the financial statements based on information
received and available with the Company. Further in view of the Management, the impact of interest, if any, that may
be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received
any claim for interest from any supplier as at the balance sheet date.
73


As at
31 March 2014
18,993,129
57,007,587
(ii) The amount of interest paid by the Company along with the amounts of the

payment made to the supplier beyond the appointed day during the year;
(iii)

The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day
during the year) but without adding the interest specified under this Act;
2,646,579
2,646,579
(v) The amount of further interest remaining due and payable even

in the succeeding years, until such date when the interest dues as

above are actually paid to the small enterprise.
2,646,579
2,646,579
(iv) The amount of interest accrued and remaining unpaid at the end of the year; and
(i) The principal amount remaining unpaid to any supplier as at the

end of each accounting year;
As at
31 March 2015
OUR BRANDS
Particulars

2.41. Government grant

NOTICE
The Company is entitled to receive grant from Government of Maharashtra under Package Scheme of Incentives, 2007
towards capital expansion of units set up in the developing region of the State of Maharashtra. As at 31 March 2015,
the Company has received a total grant of Rs 211,803,000 (previous year: Rs 158,665,000). The Company recognises
the grant to the statement of profit and loss over the useful life of the asset in the proportion in which depreciation on
related assets are charged. Accordingly an amount of Rs. 20,753,497 (previous year: Rs. 9,265,931) has been credited
to the statement of profit and loss.
2.42. Employee stock compensation cost
(i) During the year ended 31 March 2015, the Group had the following share-based payment arrangements for the
employees of the Company.
Executive Share Option Scheme [Approved and (No 2) Scheme]

Particulars

As at
31 March 2015
Date of grant
As at
31 March 2014
2 June 2014
3 June 2013
44,699
105,550
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
3 years
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
Number of shares granted

Method of settlement
Vesting condition

74
Guidance Note on Accounting for Employee Share Based Payments issued by the ICAI (the Guidance Note)
establishes financial and reporting principles for employees share based payments plans. The Guidance Note applies
to employee share based payment plans, the grant date in respect of which falls on or after 1 April 2005. SABMiller plc
(the Group) operates a variety of equity-settled share-based compensation plans for the employees of the Company.
DIRECTORS REPORT


SABMiller plc Share Award Plan 2008
Particulars

As at
31 March 2015
Date of grant
As at
31 March 2014
2 June 2014
3 June 2013
13,292
16,000
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years

Vesting conditions

3 years
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
As at
31 March 2015
As at
31 March 2014
SABMiller plc Stock Appreciation Rights Plan 2008

Particulars

Date of grant
2 June 2014
3 June 2013
14,498
59,950
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
3 years
Vesting conditions

Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
(ii) Details of the activity of shares issued after 1 April 2005 under Executive Share Option Scheme [Approved and (No 2)
Scheme] are as follows:
Particulars
31 March 2015
31 March 2014

Number
Weighted
Number
Weighted

of options
average exercise
of options average exercise

price (Rs.)
price (Rs.)
Outstanding at the beginning of the year
Granted during the year
Transferred in/ (out) during the year, net*
Lapsed during the year
Exercised during the year
419,800
2,093
400,718
1,629
44,699
2,890
105,550
3,323
(103,500)
1,865
(28,500)
(1,471)
4,500
2,776
13,000
2,062
98,950
1,475
44,968
1,251
Outstanding at the end of the year
257,549
2,548
419,800
2,093
Exercisable at the end of the year
44,400
1,477
90,200
1,195
* The options transferred represents options relating to employees transferred from companies within the SABMiller Group
during earlier years.
75


OUR BRANDS
The weighted average share price at the date of exercise for stock options exercised during the year was Rs. 3,425 (previous
year: Rs. 3,092). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of 7.56
years (previous year: 7.64 years).
The details of the activity of shares issued after 1 April 2005 under SABMiller plc Share Award Plan 2008 are as follows:
21,000
27,000
13,292
16,000
(11,542)
(6,000)
Transferred (out) during the year, net*

Vested during the year
16,000
21,000
22,750
Particulars
31 March 2015
31 March 2014

Number
Weighted
Number
Weighted

of options
average exercise

price (Rs.)
price (Rs.)
NOTICE
* The options transferred represents options relating to employees transferred from companies within the SABMiller Group
during earlier years.
The weighted average share price at the date of exercise for stock options exercised during the year was Nil (previous year:
Nil). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of Nil years (previous
year: Nil years).
Particulars
31 March 2015
31 March 2014

Number
Weighted
Number
Weighted

of options
average exercise

price (Rs.)
price (Rs.)

Transferred (out) during the year
42,500
34,122
1,223
59,950
3,323
(15,000)
(3,166)
(17,450)
(3,323)
10,000
3,323

51,622
1,935

42,500

3,323
-
The weighted average share price at the date of exercise for stock options exercised during the year was Nil (previous year:
Nil). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of 8.63 years (previous
year: 9.18 years).
76
DIRECTORS REPORT
The details of the activity of shares issued after 1 April 2005 under SABMiller plc Stock Appreciation Rights Plan 2008 are as
follows:


The details of the activity of shares issued after 1 April 2005 under SABMiller plc South African Scheme and South African
Share Option Plan 2008 are as follows:
Particulars
31 March 2015
31 March 2014

Number
Weighted
Number
Weighted

of options
average exercise

price (Rs.)
price (Rs.)
8,500
917
Transferred in/ (out) during the year
8,500
917
-
34,500
750
26,000
695
8,500
917
8,500
917
The weighted average share price at the date of exercise for stock options exercised during the year was Rs. 3,257 (previous year:
Rs. 3,060). The options outstanding as at 31 March 2015 had a weighted average remaining contractual life of Nil years (previous
year: 3.13 years).
The weighted average fair value of stock options granted during the year is Rs. 856 (previous year: Rs. 811). The estimate of fair value
on the date of the grant was made using the Binomial model valuation and Monte Carlo model with the following assumptions:
SABMiller plc operates a variety of equity-settled share-based compensation plans for few select employees of the Company, costs
of which are not re-charged to the Company.
Particulars

For the year ended

31 March 2015
Share price at the grant date

Exercise price at the grant date
For the year ended

31 March 2014
2,848
3,303
Rs.2,879/ Rs.Nil
Rs.3,323/ Rs.Nil
Expected volatility
21.40%
27.60%
Contractual life (vesting and exercise period)
10 years
10 years
Expected dividends
2.06%
2.33%
Average risk-free interest rate
1.67% 1.15%
The expected volatility was determined based on historical daily share price volatility of SABMiller plc share price.
(iii) Since the Company uses the intrinsic value method, the impact on the reported net loss and earnings per share is computed by
applying the fair value based method. The Guidance Note requires the proforma disclosures of the impact of the fair value method
77

Particulars

For the year ended

31 March 2015
(1,273,588,070)
Add: Employee stock compensation under intrinsic value method

Less: Employee stock compensation under fair value method
Proforma net income
For the year ended

31 March 2014
(997,311,593)
(26,370,014)
(25,573,040)
(1,299,958,084)
(1,022,884,633)
Net loss as reported
OUR BRANDS
of accounting of employee stock compensation in the financial statements. Applying the fair value based method defined in the
said Guidance Note, the impact on the reported net loss and earnings per share would be as follows:
Earnings per share as reported

- Basic
(4.07)
(3.18)
- Diluted
(4.07)
(3.18)
Proforma earnings per share

- Basic
(4.15)
(3.27)
- Diluted
(4.15)
(3.27)
2.43. Details of inter-corporate loans given

NOTICE
(a) Terms and conditions on which inter-corporate loans have been given
Party name
Interest rate
Repayment terms
Purpose
10.50%
Not repayable before 1 April 2018
General
As at
31 March 2015
As at
31 March 2014
DIRECTORS REPORT
(b) Reconciliation of inter-company loans given as at the beginning and as at the end of the year

At the commencement of the year
1,466,653
1,045,285
-
421,368
1,466,653
78
1,466,653
Add: Given during the year

Less: Repaid during the year


2.44. The Company has established a comprehensive system of maintenance of information and documents as required by the
transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Management is of the opinion that its international
transactions are at arms length so that the aforesaid legislation will not have any impact on the financial statements, particularly
on the amount of tax expense and that of provision for taxation.
2.45. Previous years figures have been regrouped and reclassified as per the current years presentation for the purpose of
comparability. The following significant regrouping/ reclassification of the previous year figures have been made:
Particulars
Previous year grouping
Current year grouping
Power and fuel
Cost of materials consumed
Other expenses
69,975,862

for B S R & Co. LLP
Supreet Sachdev
Partner
Shalabh Seth
Managing Director
Ari Mervis
Director
Tejvir Singh
Sridhar S

Company Secretary
New Delhi
Date: 19 May 2015
Bangalore
Date: 19 May 2015
79
Amount (Rs.)


Tel: (022) 39499999 | Fax: (022) 30913666
Website: www.sabmiller.in
CIN: U65990MH1988PLC049687
19th May 2015
Dear Shareholder,
As a responsible corporate citizen, your Company welcomes and supports the Green Initiative taken by the Ministry
of Corporate Affairs, Government of India (MCA), vide its Circular Nos. 17/2011 dated April 21, 2011 and 18/2011 dated
April 29, 2011 and provisions of Companies Act, 2013. Accordingly, the Company is desirous of effecting electronic
delivery of documents including the Annual Report to you on an email ID to be registered by you for this purpose.
For supporting this initiative:
1) If you hold shares in electronic form - please intimate your email ID to your Depository Participant (DP). The same will
be deemed to be your registered email address for serving notices/documents.
2) If you hold shares in physical form - please intimate your email ID to the Companys Registrars & Transfer Agents
(RTA) at the following address:

Sharepro Services (India) Pvt. Ltd

(Unit: SABMiller India Limited)
Samhita Warehousing Complex
Gala No-52 to 56, Bldg No.13 A-B
Near Sakinaka Telephone Exchange
Andheri - Kurla Road, Sakinaka
Mumbai - 400072
The request letter should be signed by the first/sole holder as per the specimen signature recorded with the RTA and
should mention your correct folio number. Alternatively, you may send a scanned copy of your above request letter on
sharepro@shareproservices.com
If you do not register your mail ID, a physical copy of the Annual Report and other communication/documents will be sent
to you free of cost, as per the current practice.
The Annual Report and other communication sent electronically will also be displayed on the Companys website
www.sabmiller.in
We are sure that you will support this initiative of Green Initiative and co-operate with the Company to make it a
success.
For SABMiller India Limited
Sridhar S
Company Secretary
80

ATTENDANCE SLIP
Attendance by (Please tick the

appropriate box)
Member
Proxy
Authorized Representative
Regd Office: Unit No. 301-302

Third Floor, Dynasty Business Park
B Wing, Andheri Road, Andheri (East), Mumbai - 400059
CIN: U65990MH1988PLC049687
I hereby record my presence at the 26th Annual General Meeting of the Company being held on Wednesday, 12th August, 2015 at 3.30 p.m
at Janssen Delite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East), Mumbai 400 093.
Name of Shareholder / Proxy (IN BLOCK LETTERS)
Shareholders/ Proxys Signature
FORM NO. MGT 11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: U65990MH1988PLC049687
Name of the company: SABMILLER INDIA LIMITED
Registered Office: Unit No. 301-302, Third Floor, Dynasty Business Park, B Wing, Andheri Road, Andheri (East), Mumbai - 400059
Name of the Member(s):
Registered address:
Email Id:
Folio No/Client Id & DP ID
I/We, being the Member(s) of________________________________shares of the above named company, hereby appoint:
1. Name : ______________________________________________________________________________________________________________

Address: _____________________________________________________________________________________________________________
E-mail Id: ________________________________________Signature: ___________________________________ or failing him
2. Name : ______________________________________________________________________________________________________________
Address:_____________________________________________________________________________________________________________

E-mail Id: ________________________________________Signature: ___________________________________ or failing him
3. Name : ______________________________________________________________________________________________________________
Address:_____________________________________________________________________________________________________________

E-mail Id: ________________________________________Signature: ___________________________________
as my/our proxy to attend and vote for me/us and on my/our behalf at the 26th Annual General Meeting of the Company, to be held on
Wednesday, 12th August, 2015 at 3.30 p.m at Janssen Delite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East),
Mumbai 400093 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution Nos.
1.
2.
3.
4.
Adoption of Accounts and Reports

Appointment of Director retiring by rotation
Appointment of Auditors
Appointment of Managing Director
5.
6.
7.
8.
Appointment of Independent Director

Appointment of Independent Director
Appointment of Director to fill the casual vacancy
Borrowing Powers
Affix
Revenue
Stamp
Signed this________________________________ day of ______________________________ 2015

Signature of shareholder:
Signature of Proxy holder(s):
Note: This form of proxy in orderto be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
81
Route map for AGM Venue


(Formerly known as SKOL Breweries Limited)

CIN: U65990MH1988PLC049687
www.sabmiller.in

Sab Millar 2014 Annual Report

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SABMiller India Limited

Annual Report 2014 - 15

SABMiller India Limited

Sustainable Development Report

Managing Directors Statement

Statement of Profit & Loss

Cash Flow Statement

Notes to the financial statements

Letter on Green Initiative

Attendance Slip and Proxy Form

Directors resigned during the year

NOMINATION & REMUNERATION

CORPORATE SOCIAL RESPONSIBILITY

SABMiller India Limited

Mr. Ari Mervis

Mr. Shalabh Seth

Mr. Stephen Victor Shapiro

Mr. Arun Monappa

Ms. Shwetambari Rao Chandrakant

Ms. Anna Jane Swaithes

Mr. T.S.R. Subramanian

Mr. Grant Murray Liversage

Ms. Catherine May

SABMiller India Limited

SUSTAINABLE DEVELOPMENT REPORT

MANAGING DIRECTORS STATEMENT

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited

SABMiller India Limited

SUSTAINABLE DEVELOPMENT REPORT

MANAGING DIRECTORS STATEMENT

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited

SABMiller India Limited

SUSTAINABLE DEVELOPMENT REPORT

MANAGING DIRECTORS STATEMENT

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited

When our business

While the substance of our 10

The five shared imperatives are as follows:

Accelerate growth and social development in our value chains

SABMiller India Limited

Secure shared water resources for our

water availability assessment and

The project is supported by our

In India, numerous projects have been

Water, one of SABMillers primary

Spent Malt is a high quality cattle

MANAGING DIRECTORS STATEMENT

The Spent Malt Project around our

SUSTAINABLE DEVELOPMENT REPORT

Advanced Center for Water Resources

ANNUAL FINANCIAL STATEMENTS

SABMiller India Limited

Tejasri Women SHG in Adarsha watershed, Kothapally village:

58 farmers are utilizing the spent malt (1437 kg/day)

54 farmers are utilizing the spent malt (1080 kg/day)

Potential of the initiative

Make beer a natural choice for moderate and

This year, the programme has tied

Rapid Metro Gurgaon

SABMiller India Limited