Beer Brands list of India

SKOL Breweries Limited

Board of DirectorsBoard of DirectorsBoard of DirectorsBoard of DirectorsBoard of DirectorsMr. Ari Mervis - ChairmanMr. Jonathan Andrew KirbyMs. Sue ClarkMr. T.S.R. SubramanianMr. Richard (Pete) L Lloyd – Upto 23.02.2009Mr. Jean-Marc Delpon de Vaux – Managing Director

Statutory AuditorsStatutory AuditorsStatutory AuditorsStatutory AuditorsStatutory AuditorsBSR & Co.,Chartered AccountantsMaruthi Info-Tech Centre11-12/1, Inner Ring RoadKoramangala, Bangalore – 560 071

BankersBankersBankersBankersBankersStandard Chartered BankABN Amro BankCiti BankSociete GeneraleICICI Bank Limited

Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeMr. Jonathan Andrew KirbyMr. Ari MervisMr. Richard (Pete) L Lloyd–Upto 23.02.2009

Mr. Jean-Marc Delpon de Vaux

Registered OfficeRegistered OfficeRegistered OfficeRegistered OfficeRegistered OfficeNo.1, Mahal Industrial EstateMahakali RoadAndheri (East)Mumbai – 400 093

Corporate OfficeCorporate OfficeCorporate OfficeCorporate OfficeCorporate OfficeJalahalli Camp RoadYeshwanthpurBangalore-560 022

Registrar & SharRegistrar & SharRegistrar & SharRegistrar & SharRegistrar & Share Te Te Te Te Transfer Agentransfer Agentransfer Agentransfer Agentransfer AgentSharepro Services (India) Pvt LtdSamhita Warehousing ComplexGala No-52 to 56, Bldg No.13 A-BNear Sakinaka Telephone ExchangeAndheri – Kurla Road, SakinakaMumbai – 400 072

UnitsUnitsUnitsUnitsUnitsCharminar Breweries, Medak, APHaryana Breweries, Sonepat, HaryanaMysore Breweries, Bangalore, KarnatakaPals Distilleries, Aurangabad, MaharashtraRochees Breweries, Neemrana, RajasthanCentral Distilleries & Breweries, Meerut, UPEast Coast Breweries & Distilleries, Cuttack, OrissaMalabar Breweries, Chalakudy, KeralaSICA Breweries, Pondicherry


Notice

NOTICE NOTICE NOTICE NOTICE NOTICE is hereby given that the 20thAnnual General Meeting of the membersof the Company will be held at M.C. GhiaHall, Bhogilal Hargovindas Building, 2ndfloor, 18/20, K. Dubash Marg, BehindPrince of Wales Museum, Kala Ghoda,Mumbai – 400 001 on Tuesday, the 15thSeptember, 2009 at 3.00 p.m. totransact the following business:

Ordinary Business:Ordinary Business:Ordinary Business:Ordinary Business:Ordinary Business:

01. To receive, consider and adopt theAudited Balance Sheet as at 31stMarch, 2009 and the Profit & LossAccount for the year ended on thatdate and the Report of the Directorsand Auditors thereon.

02. To appoint a Director in place of Ms.Sue Clark, who retires by rotation atthis meeting and being eligible,offers herself for re-appointment.

03. RESOLRESOLRESOLRESOLRESOLVED THAVED THAVED THAVED THAVED THATTTTT M/s. BSR & Co,Chartered Accountants, who retireat the conclusion of this AnnualGeneral Meeting be and are herebyappointed as Statutory Auditors ofthe Company till the next AnnualGeneral Meeting at remuneration tobe fixed by the Board of Directorsand billed progressively.

Special Business:Special Business:Special Business:Special Business:Special Business:

04. To consider increase in BorrowingPowers.

To consider and if thought fit, topass, with or without modifications,the following Resolution as a SpecialResolution:

RESOLRESOLRESOLRESOLRESOLVED THAVED THAVED THAVED THAVED THATTTTT pursuant toSection 293 (1)(d) of the CompaniesAct, 1956 and other enablingprovisions, if any, of the said Act,consent be and is hereby accordedto the Board of Directors of theCompany for borrowing any sum orsums of money from time to timefrom one or more body corporate,banks or financial institutions or thepublic by way of cash, creditadvances, deposits or other loanswhether secured or unsecured bymortgage, charge, hypothecation orpledge of the Company’s assets andproperties whether movables and/orimmovables or stock-in-trade(including book debts, bills, rawmaterials, stores and spare partsand components in stock or intransit) work-in-progress and debtsand advances notwithstanding thatthe sum or sums so borrowedtogether with the money’s, if any,already borrowed by the Company(apart from the temporary loansobtained from the Company’sbankers in the ordinary course ofbusiness) may exceed in theaggregate the paid-up capital of theCompany and its free reserveswhich have not been set part for anyspecific purpose but so that thetotal amount upto which the moneysmay be so borrowed shall not at anytime exceed Rs.2000 Crores.

05. To consider a preferential issue ofshares.

To consider and if thought fit, topass, with or without modification/sthe following Resolution as a SpecialResolution.

RESOLRESOLRESOLRESOLRESOLVED THAVED THAVED THAVED THAVED THAT T T T T pursuant to theprovisions of Section 81(1A) andother applicable provisions (if any) ofthe Companies Act, 1956, theUnlisted Public Companies(Preferential Allotment) Rules, 2003and the relevant provisions of theMemorandum and Articles ofAssociation of the Company,

the consent of the Company be andis hereby accorded to offer, issueand/or allot on preferential basis toSABMiller Asia B.V. upto 50000000Equity Shares of the Company ofthe face value of Rs. 10/- each at apremium of Rs.46/- per share.

RESOLRESOLRESOLRESOLRESOLVED FURVED FURVED FURVED FURVED FURTHER THATHER THATHER THATHER THATHER THAT T T T T suchnew equity shares shall rank paripassu with the existing equity sharesof the Company, except that theyshall not rank for dividend, if any,declared or paid in respect of anyfinancial year of the Company priorto the financial year in which they arealloted and shall rank for dividendpari passu from the date of theirallotment in respect of the financialyear in which they are alloted.

RESOLRESOLRESOLRESOLRESOLVED FURVED FURVED FURVED FURVED FURTHER THATHER THATHER THATHER THATHER THATTTTTMr. Kevin Heydenrych, Mr. GobindChandiramani, Mr. DeepakKewalramani and Mr. S.M. Pramodbe and are hereby jointly and/orseverally authorized to negotiate,execute and deliver any agreement,letter, deed or document or anyamendments or modificationsthereto in connection with theaforesaid preferential issue of sharesin favour of SABMiller Asia B.V. andto sign, execute, deliver and/or file allrelevant forms, filings, reports,documents, etc., required by anyapplicable regulations including withany regulatory authorities or anauthorized dealer in terms of theIndian exchange control regulations.

BY ORDER OF THE BOARD

Pramod S MCompany Secretary

Date : 8th July, 2009Place : Bangalore

6-7


NOTES:NOTES:NOTES:NOTES:NOTES:

01. A member entitled to attend andvote at the meeting is entitled toappoint a proxy to attend and voteon a poll in his/her stead. A proxyneed not be a member of theCompany. Proxies in order to beeffective must be deposited at theregistered office of the Company notless than forty-eight hours before themeeting. A blank proxy form isenclosed.

02. The Register of Members and theShare Transfer Books of theCompany will remain closed from1st September 2009 to 15thSeptember 2009 (both daysinclusive).

03. For convenience of members anattendance slip is also annexed.Members are requested to affix theirsignature at the space providedtherefore and hand over the same atthe place of Meeting. The proxy of amember should mark on theattendance slip as Proxy.Members are also requested tobring their copies of the Annualreport to the venue of the Meeting.

04. All queries relating to non-receipt ofshare certificates after transfer/transmission/dematerialization/rematerialisation, mandates, changeof address, nomination etc. may besent to the Registrar & ShareTransfer Agents, M/s ShareproServices (India) Pvt. Ltd, SamhitaWarehousing Complex, Gala No-52to 56, Bldg No.13 A-B, NearSakinaka Telephone Exchange,Andheri –Kurla Road, Sakinaka,Mumbai-400 072, Telephone: 022-67720300/67720400,Fax No: 022-28591568/28508927,E-Mail: [email protected]

05. Pursuant to Section 205C of theCompanies Act, 1956 all unclaimeddividends upto the Financial Year2000-2001 have been transferred tothe Investor Education andProtection Fund. Members of theerstwhile Mysore Breweries Limitedwho have not yet claimed theirDividend for the financial year 2001-2002 and thereafter, may claim fromthe Company before the same istransferred to the Fund. It may benoted that no claims shall lie againstthe Company or the Fund in respectof individual amounts which wereunclaimed and unpaid for a period of7 years and transferred to the Fundand no payment shall be made inrespect of any such claim.

Explanatory Statement pursuant toExplanatory Statement pursuant toExplanatory Statement pursuant toExplanatory Statement pursuant toExplanatory Statement pursuant toSection 173(2) of the Companies Act,Section 173(2) of the Companies Act,Section 173(2) of the Companies Act,Section 173(2) of the Companies Act,Section 173(2) of the Companies Act,1956.1956.1956.1956.1956.

Item Nos. 2, 4 and 5

A brief resume of the Directors offeringthemselves for re-election is given below:

02. Ms. Sue Clark is a Bachelor ofScience (Hons) & MBA. She joinedSABMiller plc in 2003 as CorporateAffairs Director. Prior to this, she helda number of senior roles in UKCompanies, including Director ofCorporate Affairs for Railtrack Groupand Director of Corporate Affairs forScottish Power plc.

Except for Ms. Sue Clark, no otherDirector is interested in the aforesaidResolution.

04. At the Annual General Meeting of theCompany held on 10th September,2008, the Members empowered theBoard of Directors under Section293(1)(d) of the Companies Act,1956 to borrow monies for thebusiness purposes of the Companyup to a limit of Rs.1500 Crores.Keeping in view the Company’sbusiness requirements and itsinvestment and growth plans, it isconsidered desirable to increase thesaid borrowing limits to Rs.2000Crores as outlined in the resolution.

In terms of the provisions of Section293 (1) (d) of the Companies Act,1956, approval of the members isbeing accordingly sought throughresolution under item no.04 for suchincrease in limits.

05. The Company proposes to issue andallot, on a preferential basis upto50000000 equity shares of facevalue of Rs.10/- each to SABMillerAsia B.V. at a premium of Rs. 46/-per share (based on the valuationreport) which requires shareholders’approval under Section 81 (1A) ofthe Companies Act, 1956.

Information as required underUnlisted Public Companies(Preferential Allotment) Rules, 2003is given below.

a. The price of price band at whichallotment is proposed: The EquityShares of Rs.10/- each will beallotted at a premium of Rs.46/- perShare.

b. The relevant date on the basis ofwhich price has been arrived at:Valuation as at 31st March, 2009 andthe rate of the eariler preferentialaccounts.

c. The objects of the issue throughpreferential offer: To issue EquityShares of the Company to SABMillerAsia B.V. for cash and to utilize themoney received hereunder for thepurpose of paying down some of itsdebts and for other corporatepurposes.

“Children of a culture born in a water-richenvironment, we have never really learned howimportant water is to us. We understand it,but we do not respect it.”

CategoryCategoryCategoryCategoryCategory Pre Issue Pre Issue Pre Issue Pre Issue Pre Issue Post IssuePost IssuePost IssuePost IssuePost Issue

No of Shares % No of Shares %

AAAAA PrPrPrPrPromoter’omoter’omoter’omoter’omoter’s holdings holdings holdings holdings holding 229384473 99.22 279384473 99.36

Sub totalSub totalSub totalSub totalSub total 229384473229384473229384473229384473229384473 99.2299.2299.2299.2299.22 279384473279384473279384473279384473279384473 99.3699.3699.3699.3699.36

BBBBB Non-Promoters HoldingNon-Promoters HoldingNon-Promoters HoldingNon-Promoters HoldingNon-Promoters HoldingInstitutional InvestorsInstitutional InvestorsInstitutional InvestorsInstitutional InvestorsInstitutional Investors

a Mutual Funds and UTI 2240 0.00 2240 0.00

b Banks, Insurance Co, FI 4008 0.00 4008 0.00

c FII - - - -


OthersOthersOthersOthersOthers

a Private Corporate Bodies 73192 0.03 73192 0.03

b Indian public 1616507 0.70 1616507 0.57

c NRI 103325 0.04 103325 0.04

d Any other - - - -


TTTTTotalotalotalotalotal 231183745231183745231183745231183745231183745 100.00100.00100.00100.00100.00 281183745281183745281183745281183745281183745 100.00100.00100.00100.00100.00

d. The class or classes of persons towhom the allotment is proposed tobe made: The allotment will be madeto SABMiller Asia B.V.

e. Intention of promoters/directors/keymanagement persons to subscribeto the offer: SABMiller Asia B.V. hassignified its intention of subscribingto the issue.

f. Share holding pattern of promotersand others classes of shares beforeand after the offer: The shareholdingpattern of the Company before andafter the issue is set out below

g. Proposed time within which theallotment shall be completed: Withinone year from the date of the AGM

h. Whether a change in control isintended or expected: There will beno change in control of the Companyafter the preferential issue.

None of the Directors of the Companyare deemed to be interested in the saidresolution.

The Board recommends the adoption ofthe resolution.

BY ORDER OF THE BOARD

Pramod S MCompany SecretaryRegistered office:1, Mahal Industrial Estate, MahakaliRoad, Andheri (East), Mumbai-400 093

Place: BangaloreDate : 8th July, 2009

Notice

“There are a number of ways to save water,and they all start with you.”

8-9


“Water has become a highly precious resource.There are some places where a barrel of watercosts more than a barrel of oil.”

Dear Members,

Your Directors have pleasure in submitting their report and the Statement ofaccounts for the year ended 31st March 2009.

FINANCIAL RESULTS

Financial Year Financial Year2008-2009 2007-2008

Gross Revenue 2171.91 1766.45

Profit/(Loss) before taxation (72.57) 40.85

Less: Provision for taxation (7.70) 6.37

Profit/(Loss) after taxation (64.88) 34.48

Surplus/(deficit) brought forward from previous year (95.22) 129.69

Balance carried to Balance Sheet 160.09 95.21

(Rupees in Crores)

OPERAOPERAOPERAOPERAOPERATIONSTIONSTIONSTIONSTIONS

The turnover and volumes of yourCompany during the year 2008-09 hasconsiderably increased. The turnoverincreased by 23% over the previous yearto Rs.2172 Crores from Rs.1766Crores. The turnover has increased by6% as a result of entering into a leasearrangement with a brewery which earlierwas a contract bottling arrangement.The Company however reports a loss forthe year on account of the following:

1. A one time charge of Rs. 34 Croresdue to change in accounting policy ofcontainers. (See Significantaccounting policies Note 1.5)

2. The new brewery in Haryana wascommissioned at the end of last yearas a result of which the depreciationcharged to the Profit and Lossaccount has increased.

3. The Interest cost has gone up 182%due to increase in borrowings and theinterest rates as compared toprevious year.

4. Cost pressures on account of risingcommodity prices and glass bottles.

5. Inability to price in many marketswhere selling prices are constrainedby regulations.

6. Stand off in AP leading to stoppageof production and supply for 38 daysduring peak in the beginning of thefinancial year.

A sum of Rs.411.26 Crores has beeninvested in upgrading existing plant andmachinery and in developing capacity.There has also been continuousupgrading and implementation of bestpractices at all units to increaseproductivity and bring down the cost ofproduction.

Your Board enjoys the unqualifiedsupport of all its financiers whoseconfidence in the future of your Companyis evidenced by the fact that allborrowings have been made without thebankers taking any charges over any ofyour Company’s assets. As such themajority of the borrowings are short termand renewed from year to year.Observations of the auditors are selfexplanatory.

DIVIDENDDIVIDENDDIVIDENDDIVIDENDDIVIDEND

As the Company has incurred loss duringthe year, the Directors do notrecommend any dividend on the equitycapital.

WWWWWAAAAATER MANAGEMENT IN INDIATER MANAGEMENT IN INDIATER MANAGEMENT IN INDIATER MANAGEMENT IN INDIATER MANAGEMENT IN INDIA

Your Company’s commitment tosustainable development is ongoing.It is a core part of the organisation’sbusiness. It underpins our ability togrow and our license to operate.Water is one of our top sustainabledevelopment priorities.

Given the fact that this key raw materialfor our Industry is a stressed resource itsscarcity and quality are becomingincreasingly critical issues of immediaterelevance to the Company.Conservation of water is one criticalelement of our commitment to deliverbest in class performance within oursustainable development framework.The organisation is committed to soundwater management practices throughoutits global operations in a manner thattakes account of local geographical,environmental and social factors. This isreflected in the “5 R” water managementstrategy adopted by the group.

In India the implementation of 5Rstrategy has seen internal measures toreduce, recycle and reuse water at allour breweries.

“Water is life's mater and matrix, mother and medium.There is no life without water.”

Directors’ Report10-11


Our operations have been engaged inconsistently reducing water consumptionin the brewing process, year by year thetrends indicate a reduction in overallwater consumption from 26.2 million HLin F’08 to 23.6 million HL in F’09.This is despite growing volumes.

Your Company committed to reducewater waste in our breweries and hasset itself the target of reducing our waterusage to 3.5 litres used to make litre ofbeer before the year 2015.

We recognise that water issues are bynature cross-community and crossboundary, which therefore cannot bemanaged simply within the fence lines ofour own operations. Therefore we havestarted external interventions inpartnerships with NGOs, communitiesand local governments striving to buildlong term sustainable partnerships toaddress local water issues.

Moving towards a country widestructured watershed mapping processto understand the water availability andquality across all our operations forfuture business planning, we havecompleted watershed mapping for threesites in India. The data will also be usedto assess the opportunity to managethese watersheds for the long termsustainability of the community.

Conservation through rain waterharvesting is practiced inside ourbreweries. We have also commencedwater replenishing initiatives within thecommunities. We have embarked upon anatural recharge initiative near ourRochees Brewery in the water stressedregion of Alwar district, Rajasthan in

Northern India. The ground waterrecharge initiative, launched in October2008, is currently the largest in thisregion. It is expected to recharge 300million liters of water a year- the sameamount as extracted by the brewery’sborewell pumps. Spread over acatchment expanse of about 120hectares the design involves theconstruction of three check dams in awasteland area to facilitate naturalrecharge. The key strength of theThe key strength of theThe key strength of theThe key strength of theThe key strength of theproject lies in demonstrating a lowproject lies in demonstrating a lowproject lies in demonstrating a lowproject lies in demonstrating a lowproject lies in demonstrating a lowcost technology enabling naturalcost technology enabling naturalcost technology enabling naturalcost technology enabling naturalcost technology enabling naturalrecharge (as against artificial throughrecharge (as against artificial throughrecharge (as against artificial throughrecharge (as against artificial throughrecharge (as against artificial throughrecharge shafts, etc).recharge shafts, etc).recharge shafts, etc).recharge shafts, etc).recharge shafts, etc).

The project is being conducted incollaboration with the apex industryorganisation – CII (Confederation ofIndian Industry) and a partnerorganisation of CII, ACWADAM(Advanced Center for Water ResourcesDevelopment and Management)specialising in ground watermanagement.

This recharge will augment the localgroundwater resources in the region.The structures will trap the water thatwould otherwise have simply run off.The recharge initiative assumes a greatersignificance in view of the fact that theoverall incidence of irrigation throughgroundwater has increased in the regionfurther stressing the resource.

We are conducting further studies toidentify more natural recharge sites withinthe region to further augment the aquifer.

Your Company has also built 3 waterharvesting structures in the CuttackDistrict of Orissa, improving the water

availability in the region for agriculturewhich is the main source of livelihood forthe farming community.

Similarly, initiatives are on in the waterstressed area of Medak District in AndhraPradesh to build capacity of thecommunity to develop sustainable watermanagement practices and enhancegroundwater availability throughimproved water use efficiency.The interventions being conducted underthe leadership of ICRISAT ( InternationalCrop Research Institute for Semi AridTropics) include enhancing rainwaterconservation, improving water useefficiency and manage the water demand,while improving the livelihoods andpromoting a shift towards less waterintensive cropping patterns.

Water harvesting at Neemrana, Rajasthan

Beneficiaries of water harvesting at Neemrana, Rajasthan

REGULAREGULAREGULAREGULAREGULATORTORTORTORTORY CHALLENGE ANDY CHALLENGE ANDY CHALLENGE ANDY CHALLENGE ANDY CHALLENGE ANDCONSTRAINTCONSTRAINTCONSTRAINTCONSTRAINTCONSTRAINT

Despite repeated request andrepresentations to the State procuredmonopoly in the State of AndhraPradesh no price increase has beenforthcoming. Your Company along withUnited Breweries Ltd has therefore filed aWrit Petition in the Hon’ble High Court ofAndhra Pradesh against the repeatedrefusal of the Corporation to grant a priceincrease to meet rising input costs.

As a consequence of the litigation theCorporation stopped procurement ofbeer from 1st April to mid June 2009. Thecase is still pending with the AndhraPradesh High Court.

Similarly in the State of UP the Companywas unable to effect supplies during Aprilto early June 2009.

The Government of Rajasthan has alsoreduced the number of retail outlets andhas imposed an ad valorem tax. This hasgiven a spurt to economy brands. Asyour Company does not participate inthis segment, this has adversely affectedthe market share of the Company.

The above stands being taken by theCompany would have adverse short termimpact on the profitability of the businessof the Company but we believe that theywill inure long term benefits which areimmeasurable.

DIRECTORSDIRECTORSDIRECTORSDIRECTORSDIRECTORS

In accordance with the Articles ofAssociation, Ms. Sue Clark, Director ofthe Company retires by rotation at thismeeting and being eligible, offer herselffor re-appointment.

Mr. Richard (Pete) L Lloyd has resignedas a Director of the Company w.e.f. 23rd

February, 2009. The Board places onrecord the meritorious services renderedby Mr. Richard (Pete) L Lloyd during histenure as Director on the Board.

AUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEE

Pursuant to the provisions of Section292A of the Companies Act, 1956 anAudit Committee has been constituted.On account of resignation of Mr. Richard(Pete) L Lloyd, the present members ofthe Committee are Mr. Jonathan AndrewKirby, Mr. Jean-Marc Delpon de Vaux andMr. Ari Mervis. Mr. Jean-Marc Delpon deVaux Chairman of the Audit Committeewas present at the last Annual GeneralMeeting.

AUDITORSAUDITORSAUDITORSAUDITORSAUDITORS

M/s BSR & Co., Chartered Accountants,retiring Auditors, have signified theirwillingness to be reappointed asStatutory Auditors of the Company. Theyhave confirmed that their reappointmentif made will be within the limits prescribedunder Section 224(1B) of the CompaniesAct, 1956. Your Directors recommendtheir appointment at the ensuing AnnualGeneral Meeting.

PUBLIC DEPOSITPUBLIC DEPOSITPUBLIC DEPOSITPUBLIC DEPOSITPUBLIC DEPOSIT

During the year, the Company has notaccepted any public deposits as definedin the Companies (Acceptance ofDeposits) Rules, 1975.

PPPPPARARARARARTICULARS OF EMPLOYEESTICULARS OF EMPLOYEESTICULARS OF EMPLOYEESTICULARS OF EMPLOYEESTICULARS OF EMPLOYEES

The details of employees covered underthe provisions of Section 217 (2A) of theCompanies Act, 1956 and the rulesframed there under, as amended to dateare attached herewith.

CONSERCONSERCONSERCONSERCONSERVVVVVAAAAATION OF ENERGY ANDTION OF ENERGY ANDTION OF ENERGY ANDTION OF ENERGY ANDTION OF ENERGY ANDTECHNOLOGY ABSORPTIONTECHNOLOGY ABSORPTIONTECHNOLOGY ABSORPTIONTECHNOLOGY ABSORPTIONTECHNOLOGY ABSORPTION

The statement pursuant to Section 217(1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure ofParticulars in the Report of Board ofDirectors) Rules, 1988 to the extentapplicable are set in the annexure hereto.

DIRECTORS’ RESPONSIBILITYDIRECTORS’ RESPONSIBILITYDIRECTORS’ RESPONSIBILITYDIRECTORS’ RESPONSIBILITYDIRECTORS’ RESPONSIBILITYSTSTSTSTSTAAAAATEMENT U/S 217 (2AA) OF THETEMENT U/S 217 (2AA) OF THETEMENT U/S 217 (2AA) OF THETEMENT U/S 217 (2AA) OF THETEMENT U/S 217 (2AA) OF THECOMPCOMPCOMPCOMPCOMPANIES ACTANIES ACTANIES ACTANIES ACTANIES ACT, 1956, 1956, 1956, 1956, 1956

Your Directors state that:

1. The financial statements have beenprepared in conformity with thegenerally accepted accountingprinciples and applicable accountingstandards in India.

2. The Directors have selected suchaccounting policies as are applicableand have applied them consistentlyand made reasonable and prudentjudgment and estimates so as to givea true and fair view of the state ofaffairs of the Company at the end ofthe financial year and of the profit orloss for the year.

3. The Directors have taken proper andsufficient care for the maintenance ofadequate accounting records inaccordance with the provisions of theCompanies Act for safeguarding theassets of the Company and forpreventing and detecting fraud andother irregularities.

4. The financial statements have beenprepared on the basis of “GoingConcern” considering the ability ofthe Company to carry on its businessin the foreseeable future.

ACKNOWLEDGEMENTACKNOWLEDGEMENTACKNOWLEDGEMENTACKNOWLEDGEMENTACKNOWLEDGEMENT

Your Directors wish to place on recordtheir appreciation to employees at alllevels for their co-operation. TheDirectors would also like to acknowledgethe continued support of the Company’sBankers, Distributors, Shareholders,Customers and Suppliers.

FOR AND ON BEHALF OF THE BOARD

Jonathan Andrew KirbyDirector

Jean-Marc Delpon de VauxManaging Director(Bangalore)

Place: Hong KongDated: 8 July, 2009



“It is a curious situation that water,from which life first arose, should now be threatenedby the activities of one form of that life.”

DISCLOSURE AS PER THE COMPDISCLOSURE AS PER THE COMPDISCLOSURE AS PER THE COMPDISCLOSURE AS PER THE COMPDISCLOSURE AS PER THE COMPANIES (DISCLOSURE OF PANIES (DISCLOSURE OF PANIES (DISCLOSURE OF PANIES (DISCLOSURE OF PANIES (DISCLOSURE OF PARARARARARTICULARS INTICULARS INTICULARS INTICULARS INTICULARS INTHE REPORT OF DIRECTORS) RULES, 1988.THE REPORT OF DIRECTORS) RULES, 1988.THE REPORT OF DIRECTORS) RULES, 1988.THE REPORT OF DIRECTORS) RULES, 1988.THE REPORT OF DIRECTORS) RULES, 1988.

A.A.A.A.A. CONSERCONSERCONSERCONSERCONSERVVVVVAAAAATION OF ENERGYTION OF ENERGYTION OF ENERGYTION OF ENERGYTION OF ENERGY

Energy efficiency in breweries is achieved through a process of continuousimprovement. The Company is in the process of standardizing energy efficiencymeasures across its breweries to further reduce the specific energy requirementin brewing.

STEAM ENERGY PER HL OF BEER MANUFSTEAM ENERGY PER HL OF BEER MANUFSTEAM ENERGY PER HL OF BEER MANUFSTEAM ENERGY PER HL OF BEER MANUFSTEAM ENERGY PER HL OF BEER MANUFACTUREDACTUREDACTUREDACTUREDACTURED

The Company has commissioned astate-of-the-art brewery in Haryana inF’09. This brewery marks a significantreduction in the specific energyrequirement and would become thebenchmark for future energy efficientbreweries.

While the positive trend in energyreduction thus far has been madepossible by operational excellence inbreweries, there is a need to adoptnewer energy efficient technologies tosustain this momentum going forward.

The Company is actively evaluatinggreener technologies for introduction inits breweries. Some of thesetechnologies are not prevalent in Indianbreweries because of various barriers,one of them being high capital cost.

The possibility of availing Carbon Creditswould certainly help the Company inpursuing greener technologies otherwiseunsustainable due to high costs.

A summary of the major measures takenby the Company at its various units areas under-

250

200

150

100

50

0.0F’05 F’06 F’07 F’08 F’09

Steam Energy Requirement (MJ/HL)

ELECTRICITY PER HL OF BEER MANUFELECTRICITY PER HL OF BEER MANUFELECTRICITY PER HL OF BEER MANUFELECTRICITY PER HL OF BEER MANUFELECTRICITY PER HL OF BEER MANUFACTUREDACTUREDACTUREDACTUREDACTURED

20

15

10

5

0.0F’05 F’06 F’07 F’08 F’09

Steam Energy Requirement (MJ/HL)

1. Aggressive target setting inbreweries based on extensivebenchmarking.

2. Use of methane generated fromwaste water treatment as boiler fuel.

3. Fuel switch from fossil fuel tobiomass in selected breweries toreduce the carbon footprint.

4. Adopting a 5 R strategy in breweriesaimed at Replenishment, Reduce,Reuse, Recycle and Redistribute.A rain water harvesting structure hasbeen put up in one of the breweries inthe North. This would help replenishthe water table in the region.

5. Use of treated effluent for gardeningof the factory campus by drainsystem. Use of UF & RO technologyto recycle treated effluent water atstrategic sites.

B. FOREIGN EXCHANGE EARNINGSB. FOREIGN EXCHANGE EARNINGSB. FOREIGN EXCHANGE EARNINGSB. FOREIGN EXCHANGE EARNINGSB. FOREIGN EXCHANGE EARNINGSAND OUTGOAND OUTGOAND OUTGOAND OUTGOAND OUTGO

During the year, the Company has earnedRs.16.10 Crores in foreign exchangeearnings. An amount of Rs.60.38 Croreswas incurred in foreign exchange.

FOR AND ON BEHALF OF THE BOARD

Jonathan Andrew KirbyDirector

Jean-Marc Delpon de VauxManaging Director(Bangalore)

Place: Hong KongDated: 8 July, 2009

“The crisis of our diminishing water resources is justas severe as any wartime crisis we have ever faced.Our survival is just as much at stake as it was at the time ofany major wars or revolutions.”



TTTTTo the Members of SKOL Bro the Members of SKOL Bro the Members of SKOL Bro the Members of SKOL Bro the Members of SKOL BreweriesewerieseweriesewerieseweriesLimitedLimitedLimitedLimitedLimited

We have audited the attached balancesheet of SKOL Breweries Limited(“the Company”) as at 31 March 2009,the profit and loss account and the cashflow statement for the year ended on thatdate annexed thereto. These financialstatements are the responsibility of theCompany’s management.Our responsibility is to express anopinion on these financial statementsbased on our audit.

We conducted our audit in accordancewith auditing standards generallyaccepted in India. Those standardsrequire that we plan and perform theaudit to obtain reasonable assuranceabout whether the financial statementsare free of material misstatement.An audit includes examining, on a testbasis, evidence supporting the amountsand disclosures in the financialstatements. An audit also includesassessing the accounting principles usedand significant estimates made bymanagement, as well as evaluating theoverall financial statement presentation.We believe that our audit provides areasonable basis for our opinion.

As required by the Companies (Auditor’sReport) Order, 2003, as amended,(“the Order”) issued by the CentralGovernment of India in terms ofsub-section (4A) of Section 227 of theCompanies Act, 1956, we enclose inthe Annexure a statement on thematters specified in paragraphs 4 and 5of the Order.

Further to our comments in the Annexurereferred to above, we report that:

(i) we have obtained all the informationand explanations, which to the bestof our knowledge and belief werenecessary for the purpose of ouraudit;

(ii) in our opinion, proper books ofaccount as required by law have beenkept by the Company so far asappears from our examination ofthose books;

(iii) the balance sheet, the profit and lossaccount and the cash flow statementdealt with by this report are inagreement with the books ofaccount;

(iv) in our opinion, the balance sheet, theprofit and loss account and the cashflow statement dealt with by thisreport comply with the accountingstandards referred to in sub-section(3C) of Section 211 of the CompaniesAct, 1956;

(v) on the basis of writtenrepresentations received from thedirectors of the Company as on31 March 2009, and taken on recordby the Board of Directors, we reportthat none of the directors isdisqualified as on 31 March 2009from being appointed as a director interms of clause (g) of sub-section (1)of Section 274 of the Companies Act,1956; and

(vi) in our opinion and to the best of ourinformation and according to theexplanations given to us, the saidaccounts give the informationrequired by the Companies Act,1956, in the manner so required andgive a true and fair view in conformitywith the accounting principlesgenerally accepted in India:

a. in the case of the balance sheet,of the state of affairs of theCompany as at 31 March 2009;

b. in the case of the profit and lossaccount, of the loss of theCompany for the year ended onthat date; and

c. in the case of the cash flowstatement, of the cash flows of theCompany for the year ended onthat date.

for B S R & Co.B S R & Co.B S R & Co.B S R & Co.B S R & Co.Chartered accountants

Zubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryPartnerMembership No. 48814Bangalore08 July 2009

Auditors’ Report16-17


Annexure referred to in the Auditors’Report to the Members of SKOLBreweries Limited (“the Company”) for theyear ended 31 March 2009. We reportthat:

i. (a) The Company has maintainedproper records showing fullparticulars, including quantitativedetails and situation of fixedassets.

(b) The Company has a regularprogramme of physical verificationof its fixed assets by which all fixedassets are verified over a period ofthree years. In our opinion, thisperiodicity of physical verification isreasonable having regard to thesize of the Company and thenature of its assets. No materialdiscrepancies were noticed onsuch verification.

(c) Fixed assets disposed off duringthe year were not substantial, andtherefore, do not affect the goingconcern assumption.

ii. (a) The inventory, except for goods-in-transit and stock lying with thirdparties, has been physically verifiedby the management during theyear. In our opinion, the frequencyof such verification is reasonable.For stocks lying with third partiesat the year-end, writtenconfirmations have been obtained.

(b) The procedures for the physicalverification of inventories followedby the management are reasonableand adequate in relation to the sizeof the Company and the nature ofits business.

(c) The Company is maintainingproper records of inventory.The discrepancies noticed onverification between the physicalstocks and the book records werenot material.

iii. (a) The Company has not granted anyloans, secured or unsecured, tocompanies, firms or other partiescovered in the register maintainedunder Section 301 of theCompanies Act, 1956.Accordingly, paragraph 4(iii)(a),4(iii)(b), 4(iii)(c) and 4(iii)(d) of theOrder is not applicable.

(b) The Company has taken a loanfrom Company covered in theregister maintained under Section301 of the Companies Act, 1956.The maximum amount outstandingduring the year and the year-endbalance of such loan was Rs513,170,374 and Rs 211,624,493respectively.

(c) In our opinion, the rate of interestfor the above loan taken from theCompany, listed in the registermaintained under Section 301 ofthe Companies Act, 1956 are not,prima facie, prejudicial to theinterest of the Company. Tenureand repayment terms have notbeen specified for such loans.

(d) According to the information andexplanations given to us, the tenureand repayment terms have notbeen specified for the abovementioned loan. Consequently,we are unable to comment onparagraph 4(iii)(g) of the Order.

iv. In our opinion and according to theinformation and explanations givento us, there is an adequate internalcontrol system commensurate withthe size of the Company and thenature of its business with regardto purchase of inventories and fixedassets and with regard to the saleof goods. We have not observedany major weakness in the internalcontrol system during the courseof the audit.

v. a) In our opinion and according to theinformation and explanations givento us, the particulars of contractsor arrangements referred to inSection 301 of the Companies Act,1956 have been entered in theregister required to be maintainedunder that Section.

19

Annexure to the Auditors’ report

b) In our opinion, and according to theinformation and explanations givento us, the transactions made inpursuance of contracts andarrangements referred to aboveand exceeding the value of Rs. 5lakhs with any party during the yearhave been made at prices whichare reasonable havingregard to the prevailing marketprices at the relevant time.

vi. In our opinion and according to theinformation and explanations givento us, the Company has compliedwith the provisions of Section 58A,Section 58AA and other relevantprovisions of the Companies Act,1956 and the rules framed thereunder/ the directives issued by theReserve Bank of India (asapplicable) with regard to depositsaccepted from the public.Accordingly, there have been noproceedings before the CompanyLaw Board or National CompanyLaw Tribunal (as applicable) orReserve Bank of India or any Courtor any other Tribunal in this matterand no order has been passed byany of the aforesaid authorities.

vii. In our opinion, the Company has aninternal audit system commensuratewith its size and nature of its business.

viii. The Central Government has notprescribed the maintenance of costrecords under Section 209(1)(d) ofthe Companies Act, 1956 for anyof the products manufactured bythe Company.

ix. (a) According to the informationand explanations given to us andon the basis of our examination ofthe records of the Company,amounts deducted/ accrued in thebooks of account in respect ofundisputed statutory duesincluding Provident Fund,Employees’ State Insurance,Income-tax, Sales Tax/ ValueAdded Tax, Wealth Tax, ServiceTax, Customs Duty, Excise Duty,Cess, and other material statutorydues have generally been regularlydeposited during the year by theCompany with the appropriateauthorities though there has been aslight delay in a few cases. Amountdue in respect of InvestorEducation and Protection Fund hasnot been regularly deposited duringthe year by the Company with theappropriate authorities.

Further, since the Central Governmenthas till date not prescribed the amountof cess payable under Section 441Aof the Companies Act, 1956, we arenot in a position to comment upon theregularity or otherwise of theCompany in depositing the same.

According to the information andexplanations given to us, there are noundisputed amounts payable in respect ofProvident Fund, Employees’ StateInsurance, Income-tax, Wealth Tax,Service Tax, Customs Duty, Excise Duty,Investor Education and Protection Fundand other material statutory dues whichwere in arrears as at 31 March 2009 for aperiod of more than six months from thedate they became payable.

In respect of Sales Tax, the Company is inprocess of collecting statutory forms.Management has represented that thesame would be submitted to the

authorities at the time of the assessment.Hence payment of differential sales taxhas not been made on the statutoryforms which are pending to be collectedfor the periods for which assessmentshave not been completed.

(b) According to the information andexplanations given to us, there areno dues of Wealth Tax and Cesswhich have not been depositedwith the appropriate authorities onaccount of any dispute. Thefollowing dues of Income-tax,Sales Tax, Service Tax, CustomsDuty and Excise Duty have notbeen deposited by the Companyon account of disputes.

Name of the StatuteName of the StatuteName of the StatuteName of the StatuteName of the Statute Nature of the DuesNature of the DuesNature of the DuesNature of the DuesNature of the Dues Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.) Period to whichPeriod to whichPeriod to whichPeriod to whichPeriod to which Forum whereForum whereForum whereForum whereForum wherethe amount relatesthe amount relatesthe amount relatesthe amount relatesthe amount relates dispute is pendingdispute is pendingdispute is pendingdispute is pendingdispute is pending

Punjab Excise Act, 1914 Duty on beer loss 13,745,236 1974-75 Financialto 1990-91 Commissioner,

Haryana

Orissa and Bihar Interest on excise 3,222,705 1989 Orissa High CourtExcise Act, 1965 loan draw back

scheme

Adhesive label fees 10,877,028 2001-02 to 2004-05 Orissa High Court

Overtime wages 2,152,000 2005-06 Orissa High Courtof excise staff

Bombay Prohibition Supervision charges 550,930 1983-84 to 1988-89 Bombay High CourtAct, 1949 of excise staff

Duty on expired beer 1,037,085 2000-01 Commissioner ofState Excise,Maharashtra

Karnataka Excise Duty on breakages 329,131 1997-98 to 1999-00 Karnataka HighAct, 1965 Court

Overtime wages of 6,679,691 1998-99 to 2004-05 Karnataka Highexcise staff Court

Central Excise Act, 1944 Central excise duty 70,235,608 1996-97 to 1999-00 Customs ExciseService TaxAppellate Tribunal,Mumbai

Orissa Sales Sales Tax 92,728,022 1994-95 to 2000-01 Sales Tax Tribunal,Tax Act, 1947 Orissa

Orissa Entry Sales Tax 242,508 2000-01 Sales Tax Tribunal,Tax Act, 1999 Orissa

Delhi Sales Sales Tax 1,260,000 2002-03 to 2003-04 AssistantTax Act, 1975 Commissioner of

Commercial Taxes(Appeals), New Delhi

Annexure to the Auditors’ report18-19


Annexure to the Auditors’ report

Bombay Sales Sales Tax 1,514,943 1992-93 Appellate Tribunal,Tax Act, 1959 Maharashtra

Sales Tax 4,139,154 1995-96 Sales Tax Tribunal,Maharashtra

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

Bombay Sales Tax Act, Sales Tax 13,617,495 2001-02 Sales Tax Tribunal,1959 & Central Sales MaharashtraTax Act, 1956

Sales Tax 8,050,922 2002-03 DeputyCommissioner,Mumbai

Sales Tax 4,984,290 2002-03 Joint Commissioner(Appeals), Mumbai

Uttar Pradesh Penalty 185,000 2003-04 Sales Tax Tribunal,Trade Tax Act, 1948 Uttar Pradesh

Uttar Pradesh Trade Sales Tax 4,026,568 2003-04 Commissioner ofTax Act, 1948 & Central Appeals, UttarSales Tax Act, 1956 Pradesh

Andhra Pradesh General Sales Tax 3,675,677 1991-92 to 1992-93 Andhra PradeshSales Tax Act, 1957 High Court

Pondicherry General Sales Tax 11,982,000 1981-82 to 1984-85, Assessing Authority,Sales Act, 1967 1997-98 to 1998-99 Pondicherry

Haryana Sales Sales Tax 5,965,472 1989-90 to 1996-97, Sales Tax Tribunal,Tax Act, 1973 1998-99 to 2003-04 Haryana

Central Sales Tax Sales Tax 5,428,400 2002-03 Sales Tax Tribunal,Act, 1956 Uttar Pradesh

Sales Tax 51,114 2006-07 Joint Commissioner,Meerut

Delhi Sales Tax Act, 1975 Sales Tax 137,749 2004-05 AdditionalCommissioner SalesTax, New Delhi

Uttar Pradesh Tax on Penalty 379,728 2003-04 DeputyEntry of Goods Act, 2000 Commissioner,

Meerut

Entry Tax 7,465,500 2003-04 to 2005-06 Supreme Court

Haryana Local Area Local Area 6,175,447 2000-01 to 2003-04 Chandigarh HighDevelopment Tax Act, 2000 Development Tax Court

Finance Act, 1994 Service Tax and penalty 32,129,640 2006-07 to 2007-08 Customs Excise andService TaxAppellate Tribunal,Mumbai

Customs Act, 1962 Customs Duty 261,555 2007-08 Customs Excise andService TaxAppellate Tribunal,Mumbai

Note: The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure.

Name of the StatuteName of the StatuteName of the StatuteName of the StatuteName of the Statute Nature of the DuesNature of the DuesNature of the DuesNature of the DuesNature of the Dues Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.) Period to whichPeriod to whichPeriod to whichPeriod to whichPeriod to which Forum whereForum whereForum whereForum whereForum wherethe amount relatesthe amount relatesthe amount relatesthe amount relatesthe amount relates dispute is pendingdispute is pendingdispute is pendingdispute is pendingdispute is pending

x. The Company has accumulatedlosses of Rs. 1,600,944,149 at theend of the financial year which is lessthan fifty per cent of its net worth.The Company has not incurred cashlosses in the financial year and in theimmediately preceding financial year.

xi. In our opinion and according to theinformation and explanations given tous, the Company has not defaulted inrepayment of dues to its bankers.The Company did not have anyoutstanding dues to any financialinstitutions or debenture holdersduring the year.

xii. In our opinion the Company hasmaintained adequate records incases where it has granted loans andadvances on the basis of security byway of pledge of shares.The Company has not granted anyloans and advances on the basis ofsecurity by way of pledge ofdebentures and other securities.

xiii. In our opinion and according to theinformation and explanations given tous, the Company is not a chit fund ora nidhi/ mutual benefit fund/ society.

xiv. According to the information andexplanations given to us, theCompany is not dealing or trading inshares, securities, debentures andother investments.

xv. According to the information andexplanations given to us, theCompany has not given anyguarantee for loans taken by othersfrom banks or financial institutions.

xvi. In our opinion and according to theinformation and explanations givento us, the term loans taken by theCompany have been applied for thepurpose for which they were raised.

xvii. According to the information andexplanations given to us and on anoverall examination of the balancesheet of the Company, we are of theopinion that funds raised onshort-term basis amounting toRs. 4,451,820,029 have beenused for long-term investment infixed assets.

xviii. The Company has not made anypreferential allotment of shares tocompanies/ firms/ parties covered inthe register maintained under Section301 of the Companies Act, 1956.

xix. The Company did not have anyoutstanding debentures duringthe year.

xx. The Company has not raised anymoney by public issues duringthe year.

xxi. According to the information andexplanations given to us, there wasone fraud on the Company during theyear where there was an allegationagainst an employee of the Companyfor colluding with a vendor involvingan amount of Rs. 67,000. Servicesof the employee have since beenterminated. According to theinformation and explanations givento us, no other fraud on or bythe Company has been noticedor reported during the course ofour audit.

for B S R & Co.B S R & Co.B S R & Co.B S R & Co.B S R & Co.Chartered accountants

Zubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryPartnerMembership No. 48814Bangalore08 July 2009

Annexure to the Auditors’ report20-21


“Don’t throw away the old bucketuntil you know whether the new one holds water.”

(Rs.)

As atAs atAs atAs atAs at As atSchedule 31 March 2009 31 March 2009 31 March 2009 31 March 2009 31 March 2009 31 March 2008

SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSShareholders’ fundsShareholders’ fundsShareholders’ fundsShareholders’ fundsShareholders’ fundsShare capital 2 2,311,837,450 2,311,837,450Reserves and surplus 3 6,140,637,748 6,406,852,856

8,452,475,198 8,718,690,306

Loan fundsLoan fundsLoan fundsLoan fundsLoan fundsUnsecured loans 4 6,170,031,896 3,774,422,006

Deferred tax liability, net 18 (15) - 63,744,036

14,622,507,09414,622,507,09414,622,507,09414,622,507,09414,622,507,094 12,556,856,34812,556,856,34812,556,856,34812,556,856,34812,556,856,348

APPLICAAPPLICAAPPLICAAPPLICAAPPLICATION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDSFixed assetsFixed assetsFixed assetsFixed assetsFixed assets 5Gross block 13,556,110,406 10,973,596,079Less: Accumulated depreciation (2,397,970,441) (2,074,943,657)Less: Provision for impairment of fixed assets (143,814,725) (156,563,671)Net block 11,014,325,240 8,742,088,751Capital work-in-progress 506,703,130 1,491,630,978

11,521,028,370 10,233,719,729

InvestmentsInvestmentsInvestmentsInvestmentsInvestments 6 11,359,225 11,359,225

Current assets, loans and advancesCurrent assets, loans and advancesCurrent assets, loans and advancesCurrent assets, loans and advancesCurrent assets, loans and advances

Inventories 7 1,650,081,511 1,183,482,865Sundry debtors 8 3,390,344,214 2,536,219,383Cash and bank balances 9 317,395,443 311,251,107Loans and advances 10 1,176,231,356 1,283,275,219

6,534,052,524 5,314,228,574Current liabilities and provisionsCurrent liabilities and provisionsCurrent liabilities and provisionsCurrent liabilities and provisionsCurrent liabilities and provisionsCurrent liabilities 11 4,861,783,690 4,046,106,947Provisions 12 421,930,244 413,580,309

5,283,713,934 4,459,687,256

Net current assets 1,250,338,590 854,541,318

Amalgamation adjustment reserve accountAmalgamation adjustment reserve accountAmalgamation adjustment reserve accountAmalgamation adjustment reserve accountAmalgamation adjustment reserve account 1,457,236,076 1,457,236,076

Debit balance in profit and loss accountDebit balance in profit and loss accountDebit balance in profit and loss accountDebit balance in profit and loss accountDebit balance in profit and loss account 1,600,944,149 952,184,208Less: Balance in general reserve account 3 (1,218,399,316) (952,184,208)

382,544,833 -

14,622,507,09414,622,507,09414,622,507,09414,622,507,09414,622,507,094 12,556,856,34812,556,856,34812,556,856,34812,556,856,34812,556,856,348

SSSSSignificant accounting policiesignificant accounting policiesignificant accounting policiesignificant accounting policiesignificant accounting policies 1Notes to the accountsNotes to the accountsNotes to the accountsNotes to the accountsNotes to the accounts 18

The schedules referred to above form an integral part of the balance sheet.As per our report attached

for B S R & Co.B S R & Co.B S R & Co.B S R & Co.B S R & Co. for SKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedChartered AccountantsZubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryZubin Shekary Jean-Marc Delpon De Vaux Jonathan Andrew KirbyPartner Managing Director DirectorMembership No. 48814 (Bangalore)

Kevin Heydenrych Pramod S MChief Finance Officer Company Secretary(Bangalore) (Bangalore)

Bangalore Hong Kong08 July 2009 08 July 2009

Balance sheet22-23


(Rs.)

Schedule For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

IncomeIncomeIncomeIncomeIncomeSale of manufactured goods, gross 21,622,215,155 17,367,693,602Sale of traded goods, gross 96,894,530 296,758,472

21,719,109,685 17,664,452,074Less: Excise duty (7,518,279,022) (6,307,912,578)Less: Discounts (1,040,654,424) (730,233,870)Sales, net 13,160,176,239 13,160,176,239 13,160,176,239 13,160,176,239 13,160,176,239 10,626,305,626 10,626,305,626 10,626,305,626 10,626,305,626 10,626,305,626

Income from contract bottling 143,573,120 219,335,661Other income 13 185,950,917 281,767,214

13,489,700,27613,489,700,27613,489,700,27613,489,700,27613,489,700,276 11,127,408,50111,127,408,50111,127,408,50111,127,408,50111,127,408,501ExpenditureExpenditureExpenditureExpenditureExpenditureCost of materials 14 6,839,899,584 3,027,155,449Personnel costs 15 974,679,780 804,928,296Other expenses 16 4,982,476,471 5,757,867,250Depreciation 5 651,299,955 858,090,043Provision for impairment of fixed assets 18 (17) (7,066,845) 117,306,243Opening adjustment for returnable containers 18 (2) 340,493,099 - - - - -Borrowing cost 17 433,651,970 153,515,535

14,215,434,01414,215,434,01414,215,434,01414,215,434,01414,215,434,014 10,718,862,81610,718,862,81610,718,862,81610,718,862,81610,718,862,816

(Loss)/ profit before tax(Loss)/ profit before tax(Loss)/ profit before tax(Loss)/ profit before tax(Loss)/ profit before tax (725,733,738) (725,733,738) (725,733,738) (725,733,738) (725,733,738) 408,545,685 408,545,685 408,545,685 408,545,685 408,545,685Provision for tax

- current tax - -- pertaining to earlier years (reversal) (48,582,678) (37,573,724)- fringe benefit tax 35,160,648 30,320,522- deferred tax (credit)/ charge 18 (15) (63,744,036) 70,783,158- wealth tax 192,269 238,542

(Loss)/ profit after tax(Loss)/ profit after tax(Loss)/ profit after tax(Loss)/ profit after tax(Loss)/ profit after tax (648,759,941) (648,759,941) (648,759,941) (648,759,941) (648,759,941) 344,777,187 344,777,187 344,777,187 344,777,187 344,777,187Debit balance in profit and loss account brought forward (952,184,208) (1,296,961,395)Debit balance in profit and loss account carriedDebit balance in profit and loss account carriedDebit balance in profit and loss account carriedDebit balance in profit and loss account carriedDebit balance in profit and loss account carried (1,600,944,149)(1,600,944,149)(1,600,944,149)(1,600,944,149)(1,600,944,149) (952,184,208) (952,184,208) (952,184,208) (952,184,208) (952,184,208)over to the balance sheetover to the balance sheetover to the balance sheetover to the balance sheetover to the balance sheet

Earnings per share (par value; Rs. 10 each)Earnings per share (par value; Rs. 10 each)Earnings per share (par value; Rs. 10 each)Earnings per share (par value; Rs. 10 each)Earnings per share (par value; Rs. 10 each) 18 (6)- Basic earnings per share (2.81) 1.52- Diluted earnings per share (2.81) 1.49

Significant accounting policiesSignificant accounting policiesSignificant accounting policiesSignificant accounting policiesSignificant accounting policies 1Notes to the accountsNotes to the accountsNotes to the accountsNotes to the accountsNotes to the accounts 18

The schedules referred to above form an integral part of the profit and loss account.As per our report attached

for B S R & Co.B S R & Co.B S R & Co.B S R & Co.B S R & Co. for SKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedChartered Accountants

Zubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryZubin Shekary Jean-Marc Delpon De Vaux Jonathan Andrew KirbyPartner Managing Director DirectorMembership No. 48814 (Bangalore)



Profit and loss account

1. Significant accounting policies

Background

SKOL Breweries Limited (“the Company”or “SKOL”) was incorporated as a publiclimited company under the CompaniesAct, 1956 on 18 November 1988.The Company is primarily engaged in thebusiness of brewing, packaging,distribution, marketing and sale of beer.

1.11.11.11.11.1 Basis of preparationBasis of preparationBasis of preparationBasis of preparationBasis of preparation

The financial statements have beenprepared and presented under thehistorical cost convention on theaccrual basis of accounting.The financial statements have beenprepared to comply in all materialrespects with the mandatoryAccounting Standards (‘AS’)prescribed by Companies(Accounting Standards) Rules,2006 and the relevant provisions ofthe Companies Act, 1956, to theextent applicable. These financialstatements are prepared andpresented in Indian Rupees.

1.21.21.21.21.2 Going concernGoing concernGoing concernGoing concernGoing concern

These financial statements havebeen prepared on a going concernbasis, notwithstanding accumulatedlosses and reliance on short termborrowings due to the followingconsiderations:

- Expected steady future growthreflected in financial projectionsprepared by the management;

- Expected continual technical andfinancial support by the SABMillergroup.

- Subsequent renewal of short termborrowings from banks.

These financial statements,therefore, do not include anyadjustments relating torecoverability and classification ofasset amounts or to classificationand amount of liabilities that may benecessary if the Company wasunable to continue as a goingconcern.

1.31.31.31.31.3 Use of estimatesUse of estimatesUse of estimatesUse of estimatesUse of estimates

The preparation of financialstatements in conformity withgenerally accepted accountingprinciples in India requiresmanagement to make estimatesand assumptions that affect the

reported amounts of assets andliabilities and disclosure ofcontingent liabilities on the date ofthe financial statements and theresults of operations during thereporting period end. Actual resultscould differ from those estimates.Any revision to accountingestimates is recognisedprospectively in current and futureperiods.

1.41.41.41.41.4 Revenue recognitionRevenue recognitionRevenue recognitionRevenue recognitionRevenue recognition

Revenue is recognised to the extentthat it is probable that the economicbenefits will flow to the Companyand the revenue can be measuredreliably.

(i)(i)(i)(i)(i) Sale of goodsSale of goodsSale of goodsSale of goodsSale of goodsRevenue from sale ofmanufactured and traded goodsis recognised on transfer of allthe significant risks and rewardsof ownership to the buyer whichnormally takes place ondespatch of goods. The amountrecognised as sale is net ofsales tax, sales returns anddiscount. Sales are presentedboth gross and net of exciseduty.

(ii)(ii)(ii)(ii)(ii) Income from contractIncome from contractIncome from contractIncome from contractIncome from contractbottlingbottlingbottlingbottlingbottlingIncome from contract bottling isrecognised when the right toreceive bottling fee isestablished which normallytakes place on dispatch ofgoods by contract bottlers toits customers.

(iii)(iii)(iii)(iii)(iii) InterestInterestInterestInterestInterestInterest is recognised using thetime proportion basis taking intoaccount the amount outstandingand the interest rate applicable.

(iv)(iv)(iv)(iv)(iv) Sale of scrap and spent maltSale of scrap and spent maltSale of scrap and spent maltSale of scrap and spent maltSale of scrap and spent maltRevenue from sale of scrap andspent malt is recognised ontransfer of all the significant risksand rewards of ownership to thebuyer which normally takesplace on dispatch of goods.The amount recognised as saleis net of sales tax and salesreturns.

(v)(v)(v)(v)(v) Gain on prepayment ofGain on prepayment ofGain on prepayment ofGain on prepayment ofGain on prepayment ofdeferreddeferreddeferreddeferreddeferred sales tax loansales tax loansales tax loansales tax loansales tax loanGain on prepayment of deferredsales tax loan is recognisedwhen the deferred sales tax

loan, is settled at a discounted valueas mentioned in the deferral scheme.

1.51.51.51.51.5 Fixed assetsFixed assetsFixed assetsFixed assetsFixed assets

Fixed assets are carried at cost ofacquisition or construction lessaccumulated depreciation andprovision for impairment of assets.The cost of fixed assets includesfreight, duties, taxes and otherincidental expenses related to theacquisition or construction of therespective assets. Borrowing costsdirectly attributable to acquisition orconstruction of those fixed assetswhich necessarily take a substantialperiod of time to get ready for theirintended use are capitalised to theextent they relate to the period tillsuch assets are ready to be put touse. Intangible assets are recordedat their acquisition cost.

Advances paid towards theacquisition or construction of fixedassets outstanding at the balancesheet date and the cost of the fixedassets not ready for their intendeduse on such date, are disclosed ascapital work-in-progress.

Upto 31 March 2008, containers(empty bottles) were recorded asfixed assets and depreciated over aperiod of two years. The Companyis a dominant/ key player in theIndian market and the policy ofrecording containers as fixed assetsis more prevalent in Internationalmarkets. Other Companies in India(i.e. competitors) record containersas inventories and not as fixedassets. This resulted in an issue oncomparability of results andperformance. In order to ensurecomparability of financialperformance with other Companiesin India, Management, with effectfrom 1 April 2008, have changedthe policy of recording containers asinventories which were hithertorecorded as fixed assets.Management believes that thischange will result in a moreappropriate presentation of thefinancial statements (refer note 2 ofSchedule 18).

Schedules to the financial statementsSchedules to the financial statements24-25


Freehold land is not depreciated.Leasehold land is amortised overthe lease term. Leaseholdimprovements are amortised overthe lease term or its estimateduseful life of 5 years, whichever islower.

Pro-rated depreciation is providedon all assets purchased or soldduring the year. Assets, costingindividually Rs 5,000 or less, aredepreciated in full in the year ofpurchase.

The useful lives of brands, whichprimarily represent brandspurchased, have been determinedbased on management’sassessment of market conditions inIndia, intent to use and ability tomaintain these assets, previoushistory of these brands andinternationally accepted practices.

1.61.61.61.61.6 DepreciationDepreciationDepreciationDepreciationDepreciation

Depreciation on fixed assets isprovided on the straight-line methodas per the rates and in the mannerprescribed in Schedule XIV to theCompanies Act, 1956. The rates ofdepreciation prescribed in ScheduleXIV to the Companies Act, 1956 areconsidered as minimum rates.However, where the management’sestimate of the useful life of a fixed

1.71.71.71.71.7 ImpairmentImpairmentImpairmentImpairmentImpairment

The Company periodically assesseswhether there is any indication thatan asset or a group of assetscomprising a cash generating unitmay be impaired. If any suchindication exists, the Companyestimates the recoverable amountof the asset. For an asset or groupof assets that does not generatelargely independent cash inflows,the recoverable amount isdetermined for the cash-generatingunit to which the asset belongs. Ifsuch recoverable amount of theasset or the recoverable amount ofthe cash generating unit to whichthe asset belongs is less than itscarrying amount, the carryingamount is reduced to itsrecoverable amount. The reductionis treated as an impairment loss andis recognised in the profit and lossaccount. The recoverable amount ishigher of the assets’ net selling priceand value in use.

asset at the time of acquisition ofthe asset or of the remaining usefullife on a subsequent review isshorter than that envisaged in theaforesaid schedule, depreciation isprovided at a higher rate based onthe management’s estimate ofuseful life/ remaining useful life.

Pursuant to this policy the following fixed assets are depreciated to their residualvalue over their estimated useful life:

Class of Assets Years

Computer equipmentComputer equipmentComputer equipmentComputer equipmentComputer equipment 4

Furniture, fittings and office equipmentFurniture, fittings and office equipmentFurniture, fittings and office equipmentFurniture, fittings and office equipmentFurniture, fittings and office equipment 6

BrandsBrandsBrandsBrandsBrands 20

BuildingsBuildingsBuildingsBuildingsBuildings 28

Computer softwareComputer softwareComputer softwareComputer softwareComputer software 4

Motor VMotor VMotor VMotor VMotor Vehiclesehiclesehiclesehiclesehicles 10

Plant and MachineryPlant and MachineryPlant and MachineryPlant and MachineryPlant and Machinery

- Chillers 5

- Crates 2

- Wooden pallets 3

- Others 14-18

After recognition of impairment loss,depreciation is provided on therevised carrying amount of theasset, less its residual value (if any),over its remaining useful life.

If at the balance sheet date there isan indication that if a previouslyassessed impairment loss no longerexists, the recoverable amount isreassessed and the asset isreflected at the recoverable amountsubject to a maximum ofdepreciable historical cost.An impairment loss is reversed onlyto the extent that the carryingamount of asset does not exceedthe net book value that would havebeen determined; if no impairmentloss had been recognised.

1.8 Borrowing costs1.8 Borrowing costs1.8 Borrowing costs1.8 Borrowing costs1.8 Borrowing costs

Borrowing costs directlyattributable to acquisition orconstruction of those fixed assets,which necessarily take a substantialperiod of time to get ready for theirintended use, are capitalised. Otherborrowing costs are accounted asan expense.

1.91.91.91.91.9 InvestmentsInvestmentsInvestmentsInvestmentsInvestments

Long-term investments are carriedat cost less any other-than-temporary diminution in the value, asdetermined by management oncommercial considerationdetermined separately for eachindividual investment.

1.101.101.101.101.10 InventoriesInventoriesInventoriesInventoriesInventories

Inventories are valued at lower ofcost and net realisable value.Cost of inventories comprisespurchase price, costs of conversionand other costs incurred in bringingthe inventories to their presentlocation and condition.

26-27

“The wars of thetwenty-first centurywill be fought over

water.”

Maintenance spares, which are inregular use and are not an integralpart of any fixed asset, are treatedas inventory and valued at cost.

The comparison of cost and netrealisable value is made on an item-by-item basis. The net realisablevalue of work-in-progress isdetermined with reference to theselling prices of related finishedgoods in the ordinary course ofbusiness, less estimated cost ofcompletion and estimated costsnecessary to make the sale.Raw materials, packing materialsand other supplies held for use inproduction of inventories are notwritten below cost except in caseswhere material prices have declined,and it is estimated that the cost ofthe finished products will exceedtheir net realisable value.

1.111.111.111.111.11Foreign exchangeForeign exchangeForeign exchangeForeign exchangeForeign exchange

Foreign exchange transactions arerecorded at the rates of exchangeprevailing on the dates of therespective transactions. Exchangedifferences arising on foreignexchange transactions settledduring the year are recognised in theprofit and loss account for the year.

Monetary assets and liabilitiesdenominated in foreign currenciesas at the balance sheet date aretranslated at the closing exchangerate on that date; the resultantexchange differences arerecognised in the profit and lossaccount.

Forward contracts and otherderivatives are entered into tohedge the foreign currency risk ofthe underlying outstanding at thebalance sheet date. The premiumor discount on all such contractsarising at the inception of eachcontract is amortised as incomeor expense over the life of the

contract. Any profit or loss arisingon the cancellation or renewal offorward contracts is recognised asincome or as expense for theperiod.

The exchange difference on theforward exchange contract enteredinto to hedge the foreign currencyrisk of the underlying outstanding atthe balance sheet date, is calculatedas the difference between theforeign currency amount of thecontract translated at the exchangerate at the reporting date, or thesettlement date where thetransaction is settled during thereporting period, and thecorresponding foreign currencyamount translated at the later of thedate of inception of the forwardexchange contract and the lastreporting date. Such exchangedifferences are recognised in theprofit and loss account in thereporting period in which theexchange rates change.

For forward exchange contractsand other derivatives that are notcovered by AS 11 and that relateto a firm commitment or highlyprobable forecast transactions,the Company has adopted theprinciples of Accounting Standard(‘AS’) 30, ‘Financial Instruments:Recognition and Measurement’ witheffect from April 1, 2008. Derivativefinancial instruments, which qualifyfor cash flow hedge accounting andwhere Company has met all theconditions of cash flow hedgeaccounting, are fair valued atbalance sheet date and the resultantexchange loss/(gain) is debited/credited to the hedge reserve.This loss/ (gain) would be recordedin profit and loss account when theunderlying transactions affectearnings. Other derivativeinstruments that relate to a firm

commitment or a highly probableforecast transaction and that do notqualify for hedge accounting havebeen recorded at fair value at thereporting date and the resultantexchange loss/ (gain) has beendebited/ credited to profit and lossaccount for the year.

1.121.121.121.121.12 Employee benefitsEmployee benefitsEmployee benefitsEmployee benefitsEmployee benefits

(i) Contributions to provident funds,which is a defined contributionscheme, are charged to the profitand loss account on an accrualbasis.

(ii) The Company has anarrangement with Life InsuranceCorporation of India to administerits superannuation scheme, whichis a defined contribution scheme.The contributions to the saidscheme are charged to the profitand loss account on an accrualbasis.

(iii) Gratuity, which is a definedbenefit scheme is provided forbased on an actuarial valuationcarried out by an independentactuary as at the balance sheetdate. Actuarial gains/ losses arerecognised immediately in theprofit and loss account and arenot deferred.

(iv) Compensated absences areprovided for based on an actuarialvaluation carried out by anindependent actuary as at thebalance sheet date.

In the previous year due toadoption of the AS 15 - Employeebenefits (Revised 2005), theCompany has provided for longterm compensated absencesbased on actuarial valuation.Further in accordance with thetransitional provision in AS 15 -Emplyoee benefits (Revised 2005),Rs. 13,670,268 (net of deferred tax

The methods of determination of cost of various categories of inventoriesare as follows:

Raw materials, packing materials, stores – First-in-first-out (FIFO) methodand spares and traded goods

Work-in-progress and finished goods – FIFO method. Production(including goods in transit) overheads are allocated on the

basis of normal capacity ofproduction facilities.

Schedules to the financial statements26-27


asset of Rs. 7,039,122) has beenadjusted to the general reserve. Thischange did not result in a materialimpact on the profit for the previousyear.

1.131.131.131.131.13LeasesLeasesLeasesLeasesLeases

Leases where the lessor effectivelyretains substantially all the risks andrewards of ownership of the leasedasset are classified as operatingleases. Operating lease payments arerecognised as an expense in the profitand loss account on a straight-linebasis over the lease term.

1.141.141.141.141.14Provisions and contingentProvisions and contingentProvisions and contingentProvisions and contingentProvisions and contingentliabilitiesliabilitiesliabilitiesliabilitiesliabilities

The Company recognises a provisionwhen there is a present obligation as aresult of an obligating event thatprobably requires outflow ofresources and a reliable estimate canbe made of the amount of theobligation. A disclosure of acontingent liability is made when thereis a possible obligation or a presentobligation that may, but probably willnot, require an outflow of resources.When there is a possible obligation ora present obligation that the likelihoodof outflow of resources is remote,no provision or disclosure is made.

Provisions for onerous contracts, i.e.contracts where the expectedunavoidable costs of meeting theobligations under the contract exceedthe economic benefits expected to bereceived under it, are recognisedwhen it is probable that an outflowof resources embodying economicbenefits will be required to settle apresent obligation as a result ofan obligating event, based on areliable estimate of such obligation.

1.151.151.151.151.15TTTTTaxationaxationaxationaxationaxation

Income tax expense comprisescurrent tax (i.e. amount of tax for theyear determined in accordance withthe Income-tax law) and deferred taxcharge or credit (reflecting the taxeffects of timing differences betweenaccounting income and taxableincome for the year). The deferred taxcharge or credit and thecorresponding deferred tax liabilitiesor assets are recognised using the taxrates that have been enacted orsubstantively enacted by the balancesheet date. Deferred tax assets arerecognised only to the extent there is

reasonable certainty that the assetscan be realised in future; however,where there is unabsorbeddepreciation or carried forwardbusiness loss under taxation laws,deferred tax assets are recognisedonly if there is a virtual certainty ofrealisation of such assets.

Deferred tax assets are reviewed asat each balance sheet date and writtendown or written up to reflect theamount that is reasonably/virtuallycertain (as the case may be) to berealised.

The Company offsets, the current(on a year on year basis) and deferredtax assets and liabilities, where it has alegally enforceable right and where itintends to settle such assets andliabilities on a net basis.

The Company provides for anddiscloses the Fringe Benefit Tax(“FBT”) in accordance with theprovisions of Section 115 WC of theIncome-tax Act, 1961 and theguidance note on FBT issued by ICAI.

1.161.161.161.161.16Earnings per shareEarnings per shareEarnings per shareEarnings per shareEarnings per share

The basic earnings per share iscomputed by dividing the net profitor loss attributable to equityshareholders for the year by theweighted average number of equityshares outstanding during the year.The number of equity shares used incomputing diluted earnings per sharecomprises the weighted averageshares considered for deriving basicearnings per share, and also theweighted average number of equityshares, which would have been issuedon conversion of all potentially dilutiveequity shares. Potential dilutive equityshares are deemed converted as ofthe beginning of the year, unless theyhave been issued at a later date.The potentially dilutive equity shareshave been adjusted for the proceedsreceivable had the shares beenactually issued at a fair value(i.e. the average market value of theoutstanding shares). In computing thedilutive earnings per share, onlypotential equity shares that are dilutiveand that either reduces the earningsper share or increases loss per shareare included.

1.171.171.171.171.17 Employee stock compensationEmployee stock compensationEmployee stock compensationEmployee stock compensationEmployee stock compensationcostcostcostcostcost

The Company applies intrinsic valuemethod of accounting for stockoptions granted by the ultimateholding Company to the employeesof the Company after 1 April 2005.The intrinsic value of the employeeservices received in exchange for thegrant of such options is recognised asan expense. The amount recognisedis spread over the vesting periodwhich is also the period over whichsome of the scheme performancecriteria relate. At each balance sheetdate, the estimates of the number ofoptions that are expected to becomeexercisable are revised.It recognises the impact of therevision of the original estimates,if any, in the profit and loss accountover the remaining vesting period.The effect of uncertainty as to whetherany performance criteria of shareoptions will be met is dealt with byestimating the probability of sharesvesting and therefore the cost isadjusted and readjusted for theprobability of vesting in the vestingperiod.

1.181.181.181.181.18 Cash flow statementCash flow statementCash flow statementCash flow statementCash flow statement

Cash flows are reported using theindirect method, whereby the netprofit before tax is adjusted for theeffects of transactions of a non-cashnature and any deferrals or accruals ofpast or future cash receipts orpayments. The cash flows fromregular revenue generating, investingand financing activities of theCompany are segregated.

1.191.191.191.191.19 Amalgamation adjustment reserveAmalgamation adjustment reserveAmalgamation adjustment reserveAmalgamation adjustment reserveAmalgamation adjustment reserveaccountaccountaccountaccountaccount

With effect from 21 May, 2003, thedirect and step down subsidiaries ofthe Company were amalgamated into the Company. The Company hasaccounted for amalgamationadjustment reserve as per thescheme approved by the HonourableHigh Courts. Amalgamationadjustment reserve accountrepresents excess of the carryingvalue of investments, over the sharecapital of the Transferor Companies.

28-29

(Rs.)

2. Share capital2. Share capital2. Share capital2. Share capital2. Share capital As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

AuthorisedAuthorisedAuthorisedAuthorisedAuthorised300,000,000 (previous year: 250,000,000) equity shares of Rs. 10 each 3,000,000,000 2,500,000,000

3,000,000,0003,000,000,0003,000,000,0003,000,000,0003,000,000,000 2,500,000,0002,500,000,0002,500,000,0002,500,000,0002,500,000,000Issued, subscribed and paid upIssued, subscribed and paid upIssued, subscribed and paid upIssued, subscribed and paid upIssued, subscribed and paid up231,183,745 (previous year: 231,183,745) equity shares of Rs. 10 each fully paid up 2,311,837,450 2,311,837,450

2,311,837,4502,311,837,4502,311,837,4502,311,837,4502,311,837,450 2,311,837,450 2,311,837,450 2,311,837,450 2,311,837,450 2,311,837,450Of the above :

1) 142,041,561 (previous year: 142,041,561) equity shares of Rs. 10 each are held by SABMiller Breweries Private Limited,the immediate holding company. 87,341,038 (previous year: 87,341,038) equity shares of Rs. 10 each are held by SABMillerAsia B.V., another group Company. SABMiller Plc is the ultimate holding Company.

2) Pursuant to a scheme of arrangement 34,636,335 (previous year: 34,636,335) equity shares of Rs. 10 each were allotted,in earlier years, for consideration other than in cash.

(Rs.)

3. Reserves and surplus3. Reserves and surplus3. Reserves and surplus3. Reserves and surplus3. Reserves and surplus As at As at As at As at As at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Capital reserveCapital reserveCapital reserveCapital reserveCapital reserve 2,000,000 2,000,000

Securities premiumSecurities premiumSecurities premiumSecurities premiumSecurities premiumAt the beginning of the year 6,138,637,748 4,608,316,326Addition during the year - 1,530,321,422

6,138,637,7486,138,637,7486,138,637,7486,138,637,7486,138,637,748 6,138,637,7486,138,637,7486,138,637,7486,138,637,7486,138,637,748General reserveGeneral reserveGeneral reserveGeneral reserveGeneral reserveAt the beginning of the year 1,218,399,316 1,232,069,584Less: Transitional adjustment for employee benefits (net of tax of Rs. 7,039,122) ----- (13,670,268) (refer to note 1.12)Less: Debit balance in profit and loss account (1,218,399,316) (952,184,208)

----- 266,215,108266,215,108266,215,108266,215,108266,215,108

6,140,637,7486,140,637,7486,140,637,7486,140,637,7486,140,637,748 6,406,852,856 6,406,852,856 6,406,852,856 6,406,852,856 6,406,852,856

(Rs.)

4. Unsecured loans4. Unsecured loans4. Unsecured loans4. Unsecured loans4. Unsecured loans As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Bank overdraft 415,394,900 263,732,853

Short term bank loansShort term bank loansShort term bank loansShort term bank loansShort term bank loans 4,834,617,711 2,650,010,288

Other loansOther loansOther loansOther loansOther loansExternal commercial borrowings from banks [Refer note (a) below] 662,275,628 442,092,599From others:

- loan from holding Company [Refer note (b) below] 211,624,493 385,269,911- loan from fellow subsidiary [Refer note (b) below] 46,119,164 -- deferred sales tax loan - 33,316,355

6,170,031,8966,170,031,8966,170,031,8966,170,031,8966,170,031,896 3,774,422,006 3,774,422,006 3,774,422,006 3,774,422,006 3,774,422,006

Notes:Notes:Notes:Notes:Notes:a) Amount repayable within a period of 12 months Rs.178,325,000 (previous year: Rs. 207,625,175).b) Tenure and terms for repayment have not been specified for loans obtained from holding company and fellow subsidiaries.



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(Rs.)

6. Investments6. Investments6. Investments6. Investments6. Investments As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Long term investmentsLong term investmentsLong term investmentsLong term investmentsLong term investments1. Non trade - unquoted1. Non trade - unquoted1. Non trade - unquoted1. Non trade - unquoted1. Non trade - unquoted(i) Government and trust securities(i) Government and trust securities(i) Government and trust securities(i) Government and trust securities(i) Government and trust securitiesNational Savings Certificates 2,019,500 2,019,500Indira Vikas Patra 26,550 26,550

2,046,050 2,046,050

(ii) Fully paid up equity shares(ii) Fully paid up equity shares(ii) Fully paid up equity shares(ii) Fully paid up equity shares(ii) Fully paid up equity shares1 (previous year:1) fully paid up equity shares of Rs. 10 each of MBL (AP) Breweries Limited 1 112,000 (previous year: 12,000) fully paid up equity shares of Rs. 10 each of Shushruta 12,000 12,000Medical Aid and Research Hospitals Limited5,000 (previous year: 5,000) fully paid up equity shares of Rs. 10 each of Maini Granites Limited 5,000 5,000300 (previous year: 300) fully paid up equity shares of Rs. 10 each 300 300 in AP Heavy Machinery & Engineering Limited10,000 (previous year:10,000) fully paid up equity shares of Rs. 10 each in 10,000 10,000Ramanashree Comforts Limited10,000 (previous year: 10,000) fully paid up equity shares of Rs. 10 each in 10,000 10,000Anusha International Limited1,700 (previous year: 1,700) fully paid up equity shares of Rs. 100 each 1,700 1,700in Maa Communication Bozel Limited7,000 (previous year: 7,000) fully paid up equity shares of Rs. 10 each 7,000 7,000in Sachdev International Limited12,500 (previous year: 12,500) fully paid up equity shares of Rs. 10 each 12,500 12,500in Scarlet Flowers and Agritech Limited100 (previous year: 100) fully paid up equity shares of Rs. 10 each 100 100in Indana Spices and Food India Limited80,000 (previous year: 80,000) fully paid up equity shares of Rs. 10 each 80,000 80,000in Vulcan Leasing and Investments Limited5,005 (previous year: 5,005) fully paid up equity shares of Rs. 100 each 500,500 500,500in Janata Sahakari Bank Limited295 (previous year: 295) fully paid up equity shares of Rs. 100 each 29,500 29,500in Haryana State Cooperative Bank Limited50,000 (previous year: 50,000) fully paid up equity shares of Rs. 10 each in 50,000 50,000SDF Industires Limited (Formerly Super Star Distilleries Limited)

718,601 718,6012. Non trade - quoted2. Non trade - quoted2. Non trade - quoted2. Non trade - quoted2. Non trade - quotedFully paid up equity sharesFully paid up equity sharesFully paid up equity sharesFully paid up equity sharesFully paid up equity shares15,000 (previous year: 15,000) fully paid up equity shares of Rs. 1 each in ITC Limited 2,619,750 2,619,750400 (previous year: 400) fully paid up equity shares of Rs. 10 each in Ultratech Cement Limited 400,060 400,06080 (previous year: 80) fully paid up equity shares of Rs. 10 each in Tata Motors Limited 56,944 56,94415,000 (previous year: 15,000) fully paid up equity shares of Rs. 2 each 2,115,000 2,115,000in Gujarat Ambuja Cement Limited2,000 (previous year: 1,000) fully paid up equity shares of Rs. 2 each in Larsen & Toubro Limited * 2,598,850 2,598,8501,400 (previous year: 1,400) fully paid up equity shares of Rs. 2 each in Satyam Computers Limited 633,500 633,5008,600 (previous year: 8,600) fully paid up equity shares of Rs. 10 each in Syndicate Bank Limited 700,470 700,470

9,124,574 9,124,574TTTTTotal long term investmentotal long term investmentotal long term investmentotal long term investmentotal long term investment 11,889,225 11,889,225Less: Provision for, other than temporary, diminution in the value of investments (530,000) (530,000)

11,359,22511,359,22511,359,22511,359,22511,359,225 11,359,22511,359,22511,359,22511,359,22511,359,225

The aggregate book value and market value of quoted investments and book value of unquoted investments are as follows:

Quoted investmentAggregate book value 9,124,574 9,124,574Aggregate market value 5,876,574 7,775,281Aggregate book value of unquoted investments 2,234,651 2,234,651* On 3 October 2008 the Company has received bonus shares in Larsen & Tourbo Limited in the ratio of 1:1.



(Rs.)

7. Inventories7. Inventories7. Inventories7. Inventories7. Inventories As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Raw materials and packing materials 558,534,061 424,926,983Stores and spares 92,353,625 61,739,226Work-in-progress 182,761,543 124,986,877Finished goods 798,896,716 560,769,112Goods in transit - finished goods 15,313,095 3,372,180Traded goods 2,222,471 7,688,487

1,650,081,5111,650,081,5111,650,081,5111,650,081,5111,650,081,511 1,183,482,865 1,183,482,865 1,183,482,865 1,183,482,865 1,183,482,865

(Rs.)

8. Sundry debtors8. Sundry debtors8. Sundry debtors8. Sundry debtors8. Sundry debtors As at As at As at As at As at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

UnsecuredDebts outstanding for a period exceeding six months

- considered good 16,366,113 30,028,871- considered doubtful 232,378,340 210,674,357

248,744,453 240,703,228

Other debts- considered good 3,373,978,101 2,506,190,512- considered doubtful 4,823,658 88,980,586

3,627,546,212 2,835,874,326Less: Provision for doubtful debts (237,201,998) (299,654,943)

3,390,344,2143,390,344,2143,390,344,2143,390,344,2143,390,344,214 2,536,219,3832,536,219,3832,536,219,3832,536,219,3832,536,219,383

(Rs.)

9. Cash and bank balances9. Cash and bank balances9. Cash and bank balances9. Cash and bank balances9. Cash and bank balances As at As at As at As at As at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Cash on hand 35,068 666,437Cheques in hand 60,860,594 41,338,772Balances with scheduled banks- in current accounts 241,718,047 246,729,811- in margin money deposit accounts 13,734,611 11,864,657- in exchange earnings foreign currency (EEFC) account 928,808 9,504,220- in unclaimed public deposit account 30,000 30,000- in unclaimed dividend accounts 88,315 1,117,210

317,395,443317,395,443317,395,443317,395,443317,395,443 311,251,107311,251,107311,251,107311,251,107311,251,107

“When we save a river, we save a major part of anecosystem, and we save ourselves as wellbecause of our dependence—physical, economic,spiritual,—on the water and its community of life.”

(Rs.)

10. Loans and advances10. Loans and advances10. Loans and advances10. Loans and advances10. Loans and advances As at As at As at As at As at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

UnsecuredConsidered goodAdvances recoverable in cash or in kind or for value to be received 397,023,049 444,740,092Prepaid expenses 177,816,042 133,432,402Inter-company deposit 22,667,915 -Rental deposits 40,989,686 39,174,886Other deposits 130,744,750 133,438,135Advance fringe benefit tax (net of provision for fringe benefit tax ) 477,793 1,264,449Advance tax and tax deducted at source (net of provision for income-tax) 115,372,693 135,499,862Balances with excise authorities 288,712,959 393,797,080Interest accrued but not due 2,426,469 1,928,313

1,176,231,356 1,283,275,219Considered doubtfulAdvances recoverable in cash or in kind or for value to be received 236,999,042 170,218,956Less: Provision for doubtful advances (236,999,042) (170,218,956)

1,176,231,356 1,176,231,356 1,176,231,356 1,176,231,356 1,176,231,356 1,283,275,2191,283,275,2191,283,275,2191,283,275,2191,283,275,219

Notes:Notes:Notes:Notes:Notes:Dues from Companies under the same management outstanding as at the balance sheet date isRs. Nil (previous year: Rs. Nil). Maximum amount outstanding during the year:MBL Investments Limited - 128,785,130SABMiller India Limited - 9,560,863

(Rs.)11. Current liabilities11. Current liabilities11. Current liabilities11. Current liabilities11. Current liabilities As at As at As at As at As at As at

31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Acceptances 70,092,260 19,956,173Sundry creditors- micro and small enterpises (refer note 19 of Schedule 18) 15,156,599 34,630,832- others 1,747,881,276 750,368,959Payable to group Companies 1,448,206,620 1,008,195,088Deposits from customers and del credre agents 90,881,516 81,907,134Book overdraft 514,838 -Interest accrued but not due 20,315,815 11,167,966Liability for returnable containers (refer note 2 of schedule 18) - 601,678,875Accrual for sales schemes and discounts 252,691,379 302,293,444Excise duty payable 354,692,729 290,387,687Other current liabilities 861,232,343 944,373,579Investor education and protection fund shall be credited by the following amounts when due: - Unclaimed dividend 88,315 1,117,210 - Unclaimed matured public deposit 30,000 30,000

4,861,783,6904,861,783,6904,861,783,6904,861,783,6904,861,783,690 4,046,106,9474,046,106,9474,046,106,9474,046,106,9474,046,106,947

(Rs.)12. Provisions12. Provisions12. Provisions12. Provisions12. Provisions As at As at As at As at As at As at


Provision for compensated absences 47,112,420 47,708,072Provision for gratuity 52,697,985 44,489,785Provision for income-tax (net of advance tax and tax deducted at source) 18,011,044 96,752,121Provision for fringe benefit tax (net of advance tax) 4,489,085 -Provision for claims (refer to note 13 of Schedule 18) 299,619,710 224,630,331

421,930,244421,930,244421,930,244421,930,244421,930,244 413,580,309413,580,309413,580,309413,580,309413,580,309



(Rs.)

13. Other income13. Other income13. Other income13. Other income13. Other income For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Sale of spent malt and scrap 132,542,796 107,032,547Interest- inter-corporate deposit [tax deducted at source Rs. Nil (previous year: Rs. 836,719 )] - 3,692,493- fixed deposit [tax deducted at source Rs. 240,071(previous year: Rs. 10,294,726 )] 2,008,395 48,743,316Profit on sale of fixed assets, net 15,004,247 111,962,935Gain on prepayment of sales tax deferral loan 14,322,809 -Duty draw back on export of beer 8,113,532 -Royalty income 6,611,772 3,547,972Dividend income 177,101 -Miscellaneous income 7,170,265 6,787,951

185,950,917185,950,917185,950,917185,950,917185,950,917 281,767,214281,767,214281,767,214281,767,214281,767,214

(Rs.)14. Cost of materials14. Cost of materials14. Cost of materials14. Cost of materials14. Cost of materials For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended


Cost of traded goods sold 77,339,029 129,050,240

Raw materials and packing materials consumed [includes cost of containersconsumed Rs. 2,979,601,969 (previous year: Rs. Nil] of which stock of emptybottles on hand as at 1 April 2008 was Rs. 123,178,449 (previous year: Rs. Nil).(refer note 2 of schedule 18) 6,736,736,577 2,869,821,961Malt processing charges 110,599,032 172,798,620

Opening stockWork-in-progress 124,986,877 99,559,379Finished goods (including goods in transit) 564,141,292 281,936,166Cost of bottles included in finished goods as at 1 April 2008 128,317,545 -(refer note 2 of schedule 18)

817,445,714 381,495,545Less: Excise duty on opening stock 304,023,888 140,906,636

(A) 513,421,826 240,588,909Closing stockWork-in-progress 182,761,543 124,986,877Finished goods (including goods in transit) and cost of containers 814,209,811 564,141,292

996,971,354 689,128,169Less: Excise duty on closing stock 398,774,474 304,023,888

(B) 598,196,880 385,104,281

(Increase) in work-in-progress and finished goods (A-B) (84,775,054) (144,515,372)

6,839,899,5846,839,899,5846,839,899,5846,839,899,5846,839,899,584 3,027,155,4493,027,155,4493,027,155,4493,027,155,4493,027,155,449

(Rs.)15. Personnel costs15. Personnel costs15. Personnel costs15. Personnel costs15. Personnel costs For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended


Salaries, wages and bonus 868,118,126 729,129,579Contributions to provident and other funds 30,886,292 27,672,075Gratuity expense 14,483,680 10,839,791Compensated absences 5,839,464 1,625,400Workmen and staff welfare expenses 55,352,218 35,661,451

974,679,780974,679,780974,679,780974,679,780974,679,780 804,928,296804,928,296804,928,296804,928,296804,928,296

(Rs.)

16. Other expenses16. Other expenses16. Other expenses16. Other expenses16. Other expenses For the year ended For the year ended For the year ended For the year ended For the year ended For the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Cost of returnable containers (refer note 2 of schedule 18) - 1,652,361,344Sales scheme expenses 731,286,351 599,201,681Commission on sales 195,608,001 179,930,597Freight outward 774,819,322 641,104,558Power and fuel 698,588,332 594,402,878Advertisement and publicity 668,107,856 579,909,782Management fees 515,999,971 409,179,310Rates and taxes 271,523,243 220,206,608Legal and professional fees 152,976,820 132,552,686Clearing and forwarding 75,720,004 68,554,855Travel and conveyance 121,812,185 106,170,115Consumption of stores and spares 128,418,139 102,150,451Rent 170,384,812 75,261,801Repairs and maintenance

- buildings 9,143,153 12,283,695- plant and machinery 17,813,825 24,739,869- others 43,331,462 25,023,663

Telephone and other communication 35,740,410 31,940,020Training and development 30,603,680 21,112,274Insurance 25,275,349 24,455,559Provision for doubtful debts (62,452,945) 16,833,319Bad debts written off 20,895,115 14,296,898Printing and stationery 11,215,839 11,613,540Provision for doubtful loans and advances 66,780,086 91,521,158Doubtful advances written off - 8,322,007Provision for claims, net 74,989,379 (55,864,649)Foreign exchange loss, net 15,094,179 49,754,609Miscellaneous expenses 188,801,903 120,848,622

4,982,476,471 4,982,476,471 4,982,476,471 4,982,476,471 4,982,476,471 5,757,867,2505,757,867,2505,757,867,2505,757,867,2505,757,867,250

(Rs.)17. Borrowing cost17. Borrowing cost17. Borrowing cost17. Borrowing cost17. Borrowing cost For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended


Interest- On external commercial borrowings 35,740,247 29,531,653- On term loans 474,026,661 119,327,275- Others 45,754,180 17,297,303

Bank charges 26,457,914 5,348,994 581,979,002 581,979,002 581,979,002 581,979,002 581,979,002 171,505,225171,505,225171,505,225171,505,225171,505,225

Less: Borrowing cost capitalised (148,327,032) (17,989,690) 433,651,970 433,651,970 433,651,970 433,651,970 433,651,970 153,515,535153,515,535153,515,535153,515,535153,515,535

Schedules to the financial statements

“Time your shower to keep it under 5 minutes.You’ll save up to 1000 gallons a month.”



18. Notes to the accounts

1. Contingent liabilities and other commitments1. Contingent liabilities and other commitments1. Contingent liabilities and other commitments1. Contingent liabilities and other commitments1. Contingent liabilities and other commitments (Rs.)

ParticularsParticularsParticularsParticularsParticulars As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Claims against the Company not acknowledged as debts in respect of:a) Sales tax matters 57,788,606 98,512,478b) Excise matters 91,641,840 91,641,840c) Service tax matters 32,129,640 -d) Custom matters 261,555 -e) Other matters 32,379,016 32,379,016Other commitmentsf) Bank guarantees 31,037,612 16,414,057g) Estimated amount of contracts remaining to be executed on 604,587,467 1,243,881,396

capital account (net of advances) and not provided for

2. 2. 2. 2. 2. In the current year, pursuant to the change in accounting policy for returnable containers, the Company has carried out the following accountingadjustments in the books of account as at 1 April 2008.

ParticularsParticularsParticularsParticularsParticulars Amount (Rs)Amount (Rs)Amount (Rs)Amount (Rs)Amount (Rs)Reversal of opening balance for returnable containers appearing in the financialstatements as at 1 April 2008:Gross block of returnable containers 1,510,709,393Accumulated depreciation of returnable containers (317,041,425)Containers liability (601,678,875)

591,989,093591,989,093591,989,093591,989,093591,989,093

Opening stock of containers as at 1 April 2008, accounted as inventories as per the revised accounting policyFinished goods 128,317,545Packing materials 123,178,449 (251,495,994)TTTTTotalotalotalotalotal 340,493,099340,493,099340,493,099340,493,099340,493,099

Due to the change in accounting policy for returnable containers in the current year, the loss for the year is higher by Rs. 524,241,616 as compared tothe previous year, of which Rs. 340,493,099 is debited seperatly in the profit and loss account as “opening adjustment for returnable containers”.

3. Early adoption of AS 303. Early adoption of AS 303. Early adoption of AS 303. Early adoption of AS 303. Early adoption of AS 30During the current year, the Company has early adopted the principles of AS 30 for forward exchange contracts and other derivatives that are notcovered by AS 11 and that relate to a firm commitment or a highly probable forecast transaction effective 1 April 2008. In the previous year, theCompany had accounted for such contracts in accordance with the guidance provided in the ICAI Announcement dated 29 March 2008.

Due to the change in accounting policy in the current year, the loss for the year is lower by Rs. 2,297,633 as compared to the previous year.

4. 4. 4. 4. 4. Income from contract bottling operations pertains to the revenue share the Company has earned on sales made by the tie up units.These revenues is recorded on a net basis in order to comply with relevant statutory regulations where by tie up units raise invoices on itscustomers, accounts for collections in its books of accounts, discharge statutory dues and taxes and records sales on a gross basis in the financialstatements. The contract bottling agreement further specifies that the dealing between the Company and the contract bottlers is on a principal toprincipal basis. The above practice is consistent with prevalent industry practice.

5. Auditors’ remuneration, net of service tax (included under legal and professional fees)5. Auditors’ remuneration, net of service tax (included under legal and professional fees)5. Auditors’ remuneration, net of service tax (included under legal and professional fees)5. Auditors’ remuneration, net of service tax (included under legal and professional fees)5. Auditors’ remuneration, net of service tax (included under legal and professional fees) (Rs.)ParticularsParticularsParticularsParticularsParticulars For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended

31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008As auditor- Statutory audit 9,200,000 8,300,000- Tax audit 1,000,000 1,000,000- Agreed upon procedures - 1,750,000Reimbursement of expenses 528,339 466,327

6. Earnings per share 6. Earnings per share 6. Earnings per share 6. Earnings per share 6. Earnings per share (Figures in Rs. except number of shares)ParticularsParticularsParticularsParticularsParticulars For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended


(Loss)/ profit for the year attributable to equity shareholders (648,759,941) 344,777,187Weighted average number of equity shares of Rs. 10 each used 231,183,745 227,184,330for calculation of basic earnings per shareAdjustments for dilutive effect of share application money - 3,999,415Weighted average number of equity shares of Rs. 10 each used 231,183,745 231,183,745for calculation of diluted earnings per shareBasic earnings per share (2.81) 1.52Diluted earnings per share (2.81) 1.49

36-37

BeerBeerBeerBeerBeer

For the year ended31 March 2008

For the year endedFor the year endedFor the year endedFor the year endedFor the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009

QuantityQuantityQuantityQuantityQuantity AmountAmountAmountAmountAmount Quantity Amount(in cases)(in cases)(in cases)(in cases)(in cases) (Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (in cases) (Rs.)

Opening stock 17,479 7,688,487 11,154 2,858,364

Purchases 167,825 71,873,013 837,335 133,880,363

Sales (gross of excise duty and discounts)** 180,230 96,894,530 831,010 296,758,472

Closing stock 5,074 2,222,471 17,479 7,688,487

** Includes 534 (previous year: 65) cases charged to consumption on account of breakages, damages and wastage.

BeerBeerBeerBeerBeer



(b)(b)(b)(b)(b) Details of traded goodsDetails of traded goodsDetails of traded goodsDetails of traded goodsDetails of traded goods

(c)(c)(c)(c)(c) Details of capacity and productionDetails of capacity and productionDetails of capacity and productionDetails of capacity and productionDetails of capacity and production (in cases)

ParticularsParticularsParticularsParticularsParticulars For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Licensed capacity # 77,559,542 50,126,379

Installed capacity* 73,522,209 50,007,210

Actual production 52,393,568 48,436,064

* Installed capacity is as certified by management and relied upon by the auditors being a technical matter.

# Licensed capacity is 6,049,644 HLs (previous year: 3,909,858 HLs) which is converted in cases considering 7.8 litres per case.

QuantityQuantityQuantityQuantityQuantity AmountAmountAmountAmountAmount Quantity Amount(in cases)(in cases)(in cases)(in cases)(in cases) (Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (in cases) (Rs.)

Opening stock 2,337,847 564,141,292 1,330,528 281,936,166

Sales (gross of excise duty and discounts)* 52,221,556 21,622,215,155 47,428,745 17,367,693,602

Closing stock 2,509,859 814,209,811 2,337,847 564,141,292

* Includes 189,854 (previous year: 62,321) cases charged to consumption on account of breakages, damages and wastage.

QuantityQuantityQuantityQuantityQuantity Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.)Amount (Rs.) Quantity Amount (Rs.)

Malt (Note 1) MT 56,555 1,490,307,345 55,597 1,522,565,105

Cartons Nos 54,346,529 371,018,654 43,940,130 263,950,089

Cans Nos 109,874,866 664,968,771 53,451,141 274,220,123

Bottles Nos 660,535,313 2,979,601,969 Note 3 -

Others (Note 2) 1,341,438,870 981,885,265

TTTTTotalotalotalotalotal 6,847,335,6096,847,335,6096,847,335,6096,847,335,6096,847,335,609 3,042,620,582

Note 1: Includes processing charges.Note 2: It is not practicable to furnish quantitative information in view of the large number of items which differ in size and nature, each being lessthan 10% in value of the total consumption.Note 3: Previous year details are not provided as bottles were recorded as fixed assets up to 31 March 2008.



(d)(d)(d)(d)(d) Consumption of raw materials and packing materialsConsumption of raw materials and packing materialsConsumption of raw materials and packing materialsConsumption of raw materials and packing materialsConsumption of raw materials and packing materials



Particulars Units Particulars Units Particulars Units Particulars Units Particulars Units

7.7.7.7.7. Additional information pursuant to the provisions of paragraphs 3, 4C and 4D of Part II of Schedule VI tothe Companies Act, 1956 (quantitative information has been compiled from records and technical data inrespect of each class of goods manufactured/ purchased by the Company):

(a)(a)(a)(a)(a) Details of finished goods (including goods in transit) and turnover (gross)Details of finished goods (including goods in transit) and turnover (gross)Details of finished goods (including goods in transit) and turnover (gross)Details of finished goods (including goods in transit) and turnover (gross)Details of finished goods (including goods in transit) and turnover (gross)



(e)(e)(e)(e)(e) Consumption of imported and indigenous raw materials and packing materialsConsumption of imported and indigenous raw materials and packing materialsConsumption of imported and indigenous raw materials and packing materialsConsumption of imported and indigenous raw materials and packing materialsConsumption of imported and indigenous raw materials and packing materials



(f)(f)(f)(f)(f) Consumption of imported and indigenous stores and sparesConsumption of imported and indigenous stores and sparesConsumption of imported and indigenous stores and sparesConsumption of imported and indigenous stores and sparesConsumption of imported and indigenous stores and spares

ParticularsParticularsParticularsParticularsParticulars


8.8.8.8.8. VVVVValue of imports on CIF basisalue of imports on CIF basisalue of imports on CIF basisalue of imports on CIF basisalue of imports on CIF basis (Rs.)


Raw materials and packing materials 517,290,769 447,980,124

Spare parts 7,805,209 1,367,463

Capital goods 843,645,026 128,484,910

1,368,741,0041,368,741,0041,368,741,0041,368,741,0041,368,741,004 577,832,497



AmountAmountAmountAmountAmount % age% age% age% age% age Amount % age(Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (Rs.)

Imported 750,972,187 11 477,663,725 16

Indigenous 6,096,363,422 89 2,564,956,857 84

TTTTTotalotalotalotalotal 6,847,335,609 6,847,335,609 6,847,335,609 6,847,335,609 6,847,335,609 100100100100100 3,042,620,582 100

AmountAmountAmountAmountAmount % age% age% age% age% age Amount % age(Rs.)(Rs.)(Rs.)(Rs.)(Rs.) (Rs.)

Imported 5,556,272 4 1,749,696 2

Indigenous 122,861,867 96 100,400,755 98

TTTTTotalotalotalotalotal 128,418,139128,418,139128,418,139128,418,139128,418,139 100100100100100 102,150,451 100

9.9.9.9.9. Expenditure in foreign currency (accrual basis)Expenditure in foreign currency (accrual basis)Expenditure in foreign currency (accrual basis)Expenditure in foreign currency (accrual basis)Expenditure in foreign currency (accrual basis) (Rs.)


Travel 11,598,125 8,672,944

Management fees * 515,999,971 409,179,310

Interest ** 35,740,247 29,531,653

Professional and consultation fees 35,866,618 23,244,952

Others 4,624,002 8,791,717

TTTTTotalotalotalotalotal 603,828,963603,828,963603,828,963603,828,963603,828,963 479,420,576

* Includes withholding taxes of Rs. 51,599,997 (previous year: Rs. 40,917,931) and research and development cess payable

Rs. 25,799,999 (previous year: Rs. 20,458,965)

**Includes withholding taxes of Rs. 1,669,945 (previous year: Rs. 2,450,361)

10.10.10.10.10. Earnings in foreign currency (accrual basis)Earnings in foreign currency (accrual basis)Earnings in foreign currency (accrual basis)Earnings in foreign currency (accrual basis)Earnings in foreign currency (accrual basis) (Rs.)


Export sales at FOB value 161,031,946 67,529,043

ParticularsParticularsParticularsParticularsParticulars

38-39

11.11.11.11.11. GratuityGratuityGratuityGratuityGratuity

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

Balance SheetBalance SheetBalance SheetBalance SheetBalance SheetDetails of provisions for gratuity (Rs.)


Defined benefit obligations 75,152,540 62,980,939

Fair value of plan assets 22,454,555 18,491,154

Plan liabilitiesPlan liabilitiesPlan liabilitiesPlan liabilitiesPlan liabilities 52,697,98552,697,98552,697,98552,697,98552,697,985 44,489,785

Profit and loss accountProfit and loss accountProfit and loss accountProfit and loss accountProfit and loss accountNet employee benefit expense (recognised in personnel expenses) (Rs.)


Current service cost 7,335,412 6,028,085

Interest cost on benefit obligation 5,137,100 4,503,848

Expected return on plan assets (1,557,617) (1,569,374)

Net actuarial loss recognised for the year 3,568,785 1,877,232

Net benefit expenseNet benefit expenseNet benefit expenseNet benefit expenseNet benefit expense 14,483,68014,483,68014,483,68014,483,68014,483,680 10,839,791

Actual return on plan assets 2,198,880 1,318,667

18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts

Changes in the present value of the defined benefit obligation (Rs.)


Opening defined benefit obligation 62,980,939 51,632,939Current service cost 7,335,412 6,028,085Interest cost 5,137,100 4,503,848Benefits paid (4,510,959) (810,458)Actuarial loss on obligation 4,210,048 1,626,525Closing defined benefit obligationClosing defined benefit obligationClosing defined benefit obligationClosing defined benefit obligationClosing defined benefit obligation 75,152,54075,152,54075,152,54075,152,54075,152,540 62,980,939

Changes in the fair value of plan assets (Rs.)


Opening fair value of plan assets 18,491,154 17,982,945Expected return on plan assets 1,557,617 1,569,374Actuarial gain/(loss) on plan assets 641,263 (250,707)Contributions by employer 6,275,480 -Benefits paid (4,510,959) (810,458)Closing fair value of plan assetsClosing fair value of plan assetsClosing fair value of plan assetsClosing fair value of plan assetsClosing fair value of plan assets 22,454,55522,454,55522,454,55522,454,55522,454,555 18,491,154

The Company expects to contribute Rs.10,000,000 in the qualifying insurance policy during 2009-10.

Major categories of plan assets as a percentage of the fair value of total plan assets


Qualifying insurance policies from the insurer 100% 100%



18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts18. Notes to the accounts

Principal assumptions used in determining gratuity benefit obligations for the Company's plan (Rs.)


Discount rate 6.40% 7.60%

Expected rate of return on plan assets 7.50% 7.50%

Salary increase 10% for Executives 10% for Executives7% for Workers 7% for Workers

Employee turnover 10% for Executives 10% for Executives2% for Workers 2% for Workers

Retirement age 55 - 60 Years 55 - 60 Years

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion andother relevant factors such as supply and demand factors in the employment market.

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.

Amounts for the current and previous three periods (Rs.)

ParticularsParticularsParticularsParticularsParticulars As atAs atAs atAs atAs at As at As at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008 31 March 2007 31 March 2006

Defined benefit obligation 75,152,540 62,980,939 51,632,939 55,673,233

Plan assets 22,454,555 18,491,154 17,982,945 18,726,037

(Deficit) (52,697,985) (44,489,785) (33,649,994) (36,947,196)

Experienced adjustments on plan liabilities (2,341,056) (293,399) (904,245) -

Experienced adjustments on plan assets 641,263 (250,707) 149,941 (105,070)

12.12.12.12.12. Segmental reportingSegmental reportingSegmental reportingSegmental reportingSegmental reporting

Business segments:Business segments:Business segments:Business segments:Business segments:The Company's sole business segment is 'Beer'. Consequently, the requirement for separate business segment disclosures asrequired under AS 17 - ‘Segment Reporting’ is not applicable.Geographical segments:Geographical segments:Geographical segments:Geographical segments:Geographical segments:The Company operates in two principal geographical areas of the world: India and rest of the worldThe accounting principles used in the preparation of the financial statements are also consistently applied to record income andexpenditure in individual segments. Income and direct expenses in relation to segments are categorised based on items that areindividually identifiable to that segment, while the remainder of costs are apportioned on an appropriate basis. Certain expensesare not specifically allocable to the individual segments as these expenses are common in nature. The Company thereforebelieves that it is not practicable to provide segment disclosure relating to such expenses and accordingly such expenses areseparately disclosed as unallocated and directly charged against total income.Certain segment assets and liabilities are directly attributable to the segment. Segment assets include all operating assets usedby the segment and consist principally of fixed assets, inventories, sundry debtors and loans and advances. Segment liabilitiesinclude trade creditors, creditors for expenses and other operating liabilities and provisions. Certain assets and liabilities that arenot specifically allocable to the individual segments have been separately disclosed as unallocated.

RevenueRevenueRevenueRevenueRevenue For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year ended31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

India 12,999,144,293 10,558,776,583

Rest of world 161,031,946 67,529,043

13,160,176,23913,160,176,23913,160,176,23913,160,176,23913,160,176,239 10,626,305,626

Segment assetSegment assetSegment assetSegment assetSegment asset As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

India 18,060,449,424 15,556,454,184

Rest of world 5,990,695 2,853,344

18,066,440,11918,066,440,11918,066,440,11918,066,440,11918,066,440,119 15,559,307,528

13.13.13.13.13. Provisions for claimsProvisions for claimsProvisions for claimsProvisions for claimsProvisions for claims

The provisions is utilised to settle previously anticipated and determined adverse outcomes of legal cases againstthe 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.


Provision for indirect tax casesProvision for indirect tax casesProvision for indirect tax casesProvision for indirect tax casesProvision for indirect tax cases

Opening balance 171,556,592 260,118,088

Add: Addition during the year 60,416,512 -

Less: Unused amounts reversed during the year - (88,561,496)

Closing balance 231,973,104231,973,104231,973,104231,973,104231,973,104 171,556,592

Provision for water chargesProvision for water chargesProvision for water chargesProvision for water chargesProvision for water charges

Opening balance 53,073,739 20,376,892

Add: Addition during the year 14,572,867 32,696,847

Closing balance 67,646,60667,646,60667,646,60667,646,60667,646,606 53,073,739


Provision for indirect taxesProvision for indirect taxesProvision for indirect taxesProvision for indirect taxesProvision for indirect taxes

Details of provisions made during the year are:

(i) Demand for non-submission of statutory forms

A. Excise duty:The Uttar Pradesh State Excise Department has raised a demand against non-submission of Excise VerificationCertificates ("EVC") for the years 2002-03 to 2007-08. The EVCs' are required to be submitted to the authorities within90 days from the date of sale. Based on an assessment of the possibility of collection of the forms the Company hasprovided Rs. 19,264,044 against the said liability.

B. Sales tax:Based on an assessment of the possibility of collecting of forms the Company has made the following provisions:

a) The Maharashtra Sales Tax Authorities have raised a demand under Bombay Sales Tax Act andCentral Sales Tax Act for the year 2002-03 for non-submission of forms. The Company has challenged the allegedorder before the Maharashtra Sales Tax Tribunal and the matter has been remanded back for fresh hearing. TheCompany has provided Rs. 9,150,922 in the current year.

b) The Maharashtra Sales Tax Authorities have raised a demand under Bombay Sales Tax Act and Central Sales TaxAct for the year 2002-03 on account of non-submission of forms. An appeal has been filed before the JointCommissioner (Appeals) and the matter is pending for hearing. The Company has provided Rs. 4,984,290 in thecurrent year.

c) The Company has assessed the status of pending statutory C forms and accordingly created provision ofRs. 6,760,859 based on the ageing of the pending statutory forms to be collected.

d) The Karnataka Commercial Tax authorities have raised a demand for the years 2002-03 and 2003-04 for non-submission of statutory forms and tax on purchases from unregistered dealers. The Company has providedRs.1,895,250 in the current year.

(ii) Local Area Development Tax ("LADT"): The Haryana Sales Tax Authorities have raised a demand towards LADT for theyears 2000-01 to 2003-04 for purchases made. An appeal has been filed before the Joint Excise and Taxation Commissioner(Appeals) and the same is pending for hearing. The Company had provided Rs. 4,695,960 in the earlier years. During thecurrent year the Company has made an additional provision of Rs. 5,354,466. The Company assesses the probability of anadverse outcome of the case and accordingly has made a provision against this case.

(iii) For various other miscellaneous matters, the Company has provided Rs. 13,006,681 during the current year.

Provision for water chargesProvision for water chargesProvision for water chargesProvision for water chargesProvision for water charges

The Maharashtra Industrial Development Corporation ("MIDC") had, vide order no EE/E&M/785/2005 dated 25 May 2005,made a demand for increase in water charges with retrospective effect from 1 Nov, 2001. Waluj Industries Association ofwhich the Company is a member has filed a writ petition against such demand in the Honourable HighCourt of Aurangabad. The Honourable High Court has given a stay order against such increase in water charges.However, the Company provides for the differential rate levied from 25 May 2005 (i.e. date of order) in the books pending finaloutcome of the writ petition.




14.14.14.14.14. Related partiesRelated partiesRelated partiesRelated partiesRelated 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 Breweries Private Limited

Significant influence SABMiller Asia & Africa BV

Names of other related parties with whom transactions have taken place during the year1. Fellow subsidiaries MBL Property Developers Limited

S.p.A. Birra Peroni

MBL Investments Limited (Up to 30 September 2007)

SABMiller India Limited

SABMiller International BV

SABMiller Management (IN) BV

SABMiller Asia BV

SABMiller Africa & Asia (Pty) Limited

SABMiller Vietnam

2. Key managerial personnel Jean-Marc Delpon De Vaux, Managing Director

(ii) Related party transactions (Rs.)


SABMiller Breweries Private LimitedSABMiller Breweries Private LimitedSABMiller Breweries Private LimitedSABMiller Breweries Private LimitedSABMiller Breweries Private Limited

Income from contract bottling 73,147,185 83,191,895

Purchase of traded goods and raw materials 84,587,436 41,910,792

Interest expense 16,267,273 2,758,904

Reimbursement of expenses incurred on behalf of the Company 59,519,691 58,634,966

Reimbursement of expenses incurred on behalf of other Companies 6,383,899 12,115,883

Loan repaid, net 173,645,418 -

Loan taken, net - 205,825,649

Sale of fixed assets - 1,352,663

SABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BV

Reimbursement of expenses incurred on behalf of the Company 13,204,232 17,437,179

Reimbursement of expenses incurred on behalf of other Companies 3,594,927 2,730,681

SABMiller plcSABMiller plcSABMiller plcSABMiller plcSABMiller plc

Reimbursement of expenses incurred on behalf of other Companies 8,378,547 503,570

MBL Property Developers LimitedMBL Property Developers LimitedMBL Property Developers LimitedMBL Property Developers LimitedMBL Property Developers Limited

Interest expense 2,822 -

SABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BV

Management fees 515,999,971 409,179,310

S.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra Peroni

Purchase of traded goods and raw materials 1,405,874 1,681,630

MBL Investments LimitedMBL Investments LimitedMBL Investments LimitedMBL Investments LimitedMBL Investments Limited

Refund of inter corporate deposit given - 108,697,878

Purchase of investment - 9,313,175

Interest income - 3,444,182

(iv) The Company has obtained unsecured loans from its holding Company and a fellow subsidiary for which no terms andtenure for repayment have been specified. The loan from the fellow subsidiary is interest free. No interest rate is specifiedfor the loan obtained from the holding Company, however, the holding Company recovers theactual interest cost incurred by it from the Company on the loan given.

(v) Corporate guarantee has been given by SABMiller plc for loan facility obtained by the Company as at balance sheet dateamounting to Rs. 2,364,241,360 (previous year: Rs. 600,600,334).

(vi) SABMiller plc operates a variety of equity-settled share-based compensation plans for few select employees of theCompany. (Refer note 20 below for further details).




SABMiller India LimitedSABMiller India LimitedSABMiller India LimitedSABMiller India LimitedSABMiller India Limited

Interest expense 575,342 -

Loan taken, net 46,119,164 -

Reimbursement of expenses incurred on behalf of other Companies - 1,895,208

Interest income - 248,311

Refund of inter corporate deposit given - 9,249,723

SABMiller Asia BVSABMiller Asia BVSABMiller Asia BVSABMiller Asia BVSABMiller Asia BV

Reimbursement of expenses incurred on behalf of the Company 4,911,927 -

Reimbursement of expenses incurred on behalf of other Companies 7,107,664 -

SABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) Limited

Purchase of traded goods and raw materials 870,604 108,761,522

Purchase of fixed assets - 738,310

SABMiller VietnamSABMiller VietnamSABMiller VietnamSABMiller VietnamSABMiller Vietnam

Reimbursement of expenses incurred on behalf of the Company 85,957 -

Reimbursement of expenses incurred on behalf of other Companies 688,142 -

SABMiller International BVSABMiller International BVSABMiller International BVSABMiller International BVSABMiller International BV

Reimbursement of expenses incurred on behalf of the Company - 217,094

Key managerial personnelKey managerial personnelKey managerial personnelKey managerial personnelKey managerial personnel

Remuneration 20,819,277 18,219,410

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


SABMiller Breweries Private Limited:SABMiller Breweries Private Limited:SABMiller Breweries Private Limited:SABMiller Breweries Private Limited:SABMiller Breweries Private Limited:

Unsecured loan 211,624,493 385,269,911

SABMiller plcSABMiller plcSABMiller plcSABMiller plcSABMiller plc

Receivable from group Companies 1,872,054 1,001,003

SABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BVSABMiller Asia & Africa BV

Payable to group Companies 1,163,486 12,953,750

SABMiller India LimitedSABMiller India LimitedSABMiller India LimitedSABMiller India LimitedSABMiller India Limited

Unsecured loan 46,119,164 -

SABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BVSABMiller Management (IN) BV:::::

Payable to group Companies 1,447,043,134 982,643,160

S.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra PeroniS.p.A. Birra Peroni

Creditors 476,747 1,334,068

SABMiller International BVSABMiller International BVSABMiller International BVSABMiller International BVSABMiller International BV

Payable to group Companies - 1,290,001

SABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) LimitedSABMiller Africa & Asia (Pty) Limited

Payable to group Companies - 9,974,109




PPPPParticularsarticularsarticularsarticularsarticulars As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Deferred tax assetsDeferred tax assetsDeferred tax assetsDeferred tax assetsDeferred tax assetsInvestments 180,147 180,147Debtors 72,926,057 94,153,813Loans and advances 73,825,954 51,127,403Provision for retirement benefits 33,925,557 31,571,602Provision for claims 54,242,838 52,349,240Others 3,511,469 7,681,544Unabsorbed depreciation 956,544,840 728,559,450TTTTTotalotalotalotalotal 1,195,156,8621,195,156,8621,195,156,8621,195,156,8621,195,156,862 965,623,199Deferred tax liabilitiesDeferred tax liabilitiesDeferred tax liabilitiesDeferred tax liabilitiesDeferred tax liabilitiesFixed assets 1,195,156,862 1,029,367,235TTTTTotalotalotalotalotal 1,195,156,8621,195,156,8621,195,156,8621,195,156,8621,195,156,862 1,029,367,235Deferred tax liabilities, netDeferred tax liabilities, netDeferred tax liabilities, netDeferred tax liabilities, netDeferred tax liabilities, net - (63,744,036)

15. Deferred tax assets/ (liabilities)15. Deferred tax assets/ (liabilities)15. Deferred tax assets/ (liabilities)15. Deferred tax assets/ (liabilities)15. Deferred tax assets/ (liabilities) (Rs.)

In view of the accumulated losses and in accordance with AS 22 - "Accounting for taxes on income", deferred tax assets onunabsorbed depreciation and other temporary timing differences have been recognised only to the extent of those timingdifferences, the reversal of which will result in sufficient taxable income.

Derivative instrumentsDerivative instrumentsDerivative instrumentsDerivative instrumentsDerivative instruments

ParticularsParticularsParticularsParticularsParticulars PurposePurposePurposePurposePurpose As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Forward contract Towards repayment USD 3,320,407 JPY 113,010,836of foreign currency loan

Forward contract Towards repayment EURO 835,842 -of sundry creditors

Currency swap contract Towards repayment USD 3,500,000 USD 7,500,000of foreign currency loan

Currency swap contract Towards repayment JPY 933,000,000 JPY 260,000,000of foreign currency loan

As at March 2009As at March 2009As at March 2009As at March 2009As at March 2009 As at March 2008

Particulars of un-hedged foreign currency exposure as at the balance sheet dateParticulars of un-hedged foreign currency exposure as at the balance sheet dateParticulars of un-hedged foreign currency exposure as at the balance sheet dateParticulars of un-hedged foreign currency exposure as at the balance sheet dateParticulars of un-hedged foreign currency exposure as at the balance sheet date

Foreign currencyForeign currencyForeign currencyForeign currencyForeign currency Amount in Rs. Foreign currency Amount in Rs.amountamountamountamountamount amount

Bank balance USD 18,230 928,808 USD 237,368 9,504,220

JPY 23,425,801 12,150,963 JPY 111,163,791 44,474,410

Sundry debtors USD 117,580 5,990,695 USD 71,262 2,853,344

Receivable from group USD 36,743 1,872,054 - -Companies

Sundry creditors USD 2,496,972 (127,220,744) USD 645,120 (25,830,605)EURO 1,378,691 (93,034,069) EURO 950,423 (54,009,069)

Interest accrued but USD 152,521 (7,770,948) USD 266,437 (10,668,131)not due JPY 806,296 (418,226) - -

Payable to group ZAR 215,604 (1,163,486) ZAR 2,635,493 (12,953,750)Companies - - USD 5,409 (216,587)

TTTTTotalotalotalotalotal (208,664,953)(208,664,953)(208,664,953)(208,664,953)(208,664,953) (46,846,168)

UnderlyingUnderlyingUnderlyingUnderlyingUnderlyingasset / liabilityasset / liabilityasset / liabilityasset / liabilityasset / liability

16. Derivative instruments and un-hedged foreign currency exposure16. Derivative instruments and un-hedged foreign currency exposure16. Derivative instruments and un-hedged foreign currency exposure16. Derivative instruments and un-hedged foreign currency exposure16. Derivative instruments and un-hedged foreign currency exposure


1919191919. Based on the confirmations received from the suppliers who provide goods and services to the Company regarding their statusunder the Micro, Small and Medium Enterprises Development Act, 2006, the Company has prepared the following disclosure asrequired under the said Act. The Company however has not received any claim for interest from any supplier under the said Act.


(i) The principal amount remaining unpaid to any 14,096,363 34,095,709supplier as at the end of each accounting year;(ii) The amount of interest paid by the Company along - -with the amounts of the payment made to the supplierbeyond the appointed day during the year;(iii)The amount of interest due and payable for the period 525,113 191,971of delay in making payment (which have been paid but beyondthe appointed day during the year) but without adding theinterest specified under this Act;(iv)The amount of interest accrued and 1,060,236 535,123 remaining unpaid at the end of the year(v) The amount of further interest remaining due and 535,123 343,152payable even in the succeeding years, until such datewhen the interest dues as above are actuallypaid to the small enterprise.

PeriodPeriodPeriodPeriodPeriod As atAs atAs atAs atAs at As at31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

Not later than 1 year 67,342,145 16,336,414

Later than 1 year and not later than 5 years 56,886,147 32,588,625

Later than 5 years - -

20. Operating leases20. Operating leases20. Operating leases20. Operating leases20. Operating leases

The Company is obligated under non-cancellable operating leases for a brewing facility and other office premises which arerenewable at the option of the lessor and lessee. The total lease rental expense under non-cancellable operating leases amountedto Rs.71,318,214 (previous year: Rs. 8,260,160) for the year ended 31 March 2009. Future minimum lease payments undernon-cancellable operating leases are as follows:

21.21.21.21.21. Employee stock compensation costEmployee stock compensation costEmployee stock compensation costEmployee stock compensation costEmployee stock compensation cost

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

18.18.18.18.18. Managerial remunerationManagerial remunerationManagerial remunerationManagerial remunerationManagerial remuneration

Note: As the liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to managing directoris not ascertainable and, therefore not included above.

The details of remuneration paid to the managing director are as follows: (Rs.)

17.17.17.17.17. Provision for impairment of fixed assetsProvision for impairment of fixed assetsProvision for impairment of fixed assetsProvision for impairment of fixed assetsProvision for impairment of fixed assetsThe impairment loss amounting to Rs. 117,306,243 for the year ended 31 March 2008 represents the write down of certain fixedassets to their recoverable amount. These fixed assets have been rendered as redundant / idle as a result of significant capacityexpansion at certain breweries and have been identified as such based on the physical verification conducted by the managementduring previous year.

(Rs.)

The Company is also obligated under cancellable lease for residential, vehicles and office premises, which are renewable at theoption of both the lessor and lessee. The total rental expense under cancellable operating lease entered amounted toRs. 99,066,598 (previous year: Rs. 67,001,641) for the year ended 31 March 2009.

(Rs.)



Salary and allowance 14,795,083 15,210,325

Contribution to Provident Fund 630,654 –

Stock Compensation Cost 5,127,931 2,018,039

Perquisites 265,609 991,046

TTTTTotalotalotalotalotal 20,819,27720,819,27720,819,27720,819,27720,819,277 18,219,41018,219,41018,219,41018,219,41018,219,410



(i) During the year ended 31 March 2009, the Group had the following share-based payment arrangements forthe employees of the Company.

* The options transferred represents options relating to employees transferred to other companies within the SABMiller Group during the perviousyear.

The weighted average share price at the date of exercise for stock options exercised during the year was Rs. 1,001 (previous year: Rs. Nil).The options outstanding as at 31 March 2009 had a weighted average remaining contractual life of 8.1 years (previous year: 8.3 years).

(ii) The details of the activity of shares issued after 1 April 2005 under Executive Share Option Scheme [Approved and (No 2)Scheme] are as follows:

ParticularsParticularsParticularsParticularsParticulars 31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

ParticularsParticularsParticularsParticularsParticulars 31 March 200931 March 200931 March 200931 March 200931 March 2009 31 March 2008

The weighted average share price at the date of exercise for stock options exercised during the year was Rs. Nil (previous year: Rs. Nil). The optionsoutstanding as at 31 March 2009 had a weighted average remaining contractual life of 8.7 years (previous year: 9.1 years).

Number of Options Weighted average Number of Options Weighted average exercise price (Rs) exercise price (Rs)

Outstanding at the beginning of the year 217,877 866 125,677 801Granted during the year 137,550 1,036 92,200 942Lapsed during the year 48,550 986 3,950 794Exercised during the year 29,050 661 - -Transferred during the year * - - 38,750 779Outstanding at the end of the year 277,827 950 217,877 866Exercisable at the end of the year 21,700 661 - -

Number of Options Weighted average Number of Options Weighted average exercise price (Rs) exercise price (Rs)

Outstanding at the beginning of the year 7,000 - - -

Granted during the year 9,000 - 7,000 -

Outstanding at the end of the year 16,000 - 7,000 -

Exercisable at the end of the year - - - -

The details of the activity of shares issued after 1 April 2005 under International Performance Share Award Sub-Scheme are as follows:

Executive Share Option Scheme [Approved and (No 2) Scheme]Executive Share Option Scheme [Approved and (No 2) Scheme]Executive Share Option Scheme [Approved and (No 2) Scheme]Executive Share Option Scheme [Approved and (No 2) Scheme]Executive Share Option Scheme [Approved and (No 2) Scheme]


Date of grant 16 May 2008 18 May 2007Number of shares granted 137,550 92,200Method of settlement Equity EquityContractual life 10 years 10 yearsVesting period 3 years 3 yearsVesting conditions Achievement of a target Achievement of a target

growth in earnings per share growth in earnings per share

International Performance Share Award Sub-SchemeInternational Performance Share Award Sub-SchemeInternational Performance Share Award Sub-SchemeInternational Performance Share Award Sub-SchemeInternational Performance Share Award Sub-Scheme


Date of grant 16 May 2008 18 May 2007Number of shares granted 9,000 7,000Method of settlement Equity EquityContractual life 10 years 10 yearsVesting period 3 years 3 yearsVesting conditions Achievement of a target Achievement of a target

growth in earnings per share growth in earnings per share



(iii) The weighted average fair value of stock options granted during the year is Rs. 362 (previous year: Rs. 327). The estimateof fair value on the date of the grant was made using the Binomial model valuation and Monte Carlo model with the followingassumptions:


Share price at the grant date Rs. 1,051 Rs. 961Exercise price at the grant date Rs. 1,036/ Rs. Nil Rs. 942/ Rs. NilExpected volatility 25% 22.5%Contractual life (vesting and exercise period) in years 10 years 10 yearsExpected dividends 2.11% 2.11%Average risk-free interest rate 4.74% 4.48%

The expected volatility was determined based on historical daily share price volatility of SABMiller plc share price over the last6 years.

(iv) Since the Company used the intrinsic value method the impact on the reported net profit and earnings per share is computedby applying the fair value based method. The Guidance Note requires the Proforma disclosures of the impact of the fair valuemethod of accounting of employee stock compensation accounting in the financial statements. Applying the fair valuebased method defined in the said Guidance Note, the impact on the reported net profit and earnings per share would beas follows:

22. The Company has established a comprehensive system of maintenance of information and documents as required by the transferpricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information anddocumentation to be contemporaneous in nature, the Company is in the process of updating the documentation for theinternational transactions entered into with the associated enterprises during the financial year and expects such records to be inexistence latest by September 2009 as required under law. Management is of the opinion that its international transactions are atarm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of taxexpense and that of provision for taxation.


Net (loss)/ income as reported (648,759,941) 344,777,187Add: Employee stock compensation under intrinsic value method - -Less: Employee stock compensation under fair value method (32,765,238) (18,391,746)Proforma net income (681,525,179) 326,385,441Earnings per share as reported - Basic (2.81) 1.52 - Diluted (2.81) 1.49Proforma earnings per share - Basic (2.95) 1.44 - Diluted (2.95) 1.41

for SKOL Breweries Limited SKOL Breweries Limited SKOL Breweries Limited SKOL Breweries Limited SKOL Breweries Limited

Jean-Marc Delpon De Vaux Jonathan Andrew KirbyManaging Director Director(Bangalore)


Hong Kong08 July 2009

23. The comparative figures have been regrouped/ reclassified, wherever necessary, to conform to the current year's presentation.

(Rs.)



“Water is the most critical resource issue of our lifetimeand our children’s lifetime.The health of our waters is theprincipal measure of how we live on the land.”

(Rs.)


Cash flows from operating activitiesCash flows from operating activitiesCash flows from operating activitiesCash flows from operating activitiesCash flows from operating activities(Loss)/ Profit before tax (725,733,738)(725,733,738)(725,733,738)(725,733,738)(725,733,738) 408,545,685408,545,685408,545,685408,545,685408,545,685

Adjustments:Provision for impairment of fixed assets (7,066,845) 117,306,243Opening adjustment for returnable containers 340,493,099 -Depreciation 651,299,955 858,090,043Dividend income (177,101) -Interest and financing charges 433,651,970 153,515,535Interest income (2,008,395) (52,435,809)Gain on prepayment of sales tax deferral loan (14,322,809) -(Profit) on sale of fixed assets/ assets discarded (15,004,247) (111,962,935)Unrealised foreign exchange difference 8,506,675 (36,484,812)

Operating cash flows before working capital changes 669,638,564669,638,564669,638,564669,638,564669,638,564 1,336,573,9491,336,573,9491,336,573,9491,336,573,9491,336,573,949(Increase) in sundry debtors (853,425,251) (1,051,637,153)Decrease/ (Increase) in loans and advances 169,888,453 (233,978,153)(Increase) in inventories (215,102,652) (408,963,371)Increase in current liabilities and provisions 1,263,286,554 856,462,005

Cash generated from operations 1,034,285,6681,034,285,6681,034,285,6681,034,285,6681,034,285,668 498,457,278498,457,278498,457,278498,457,278498,457,278Taxes paid (40,108,406) (46,116,860)

Net cash provided by operating activities aNet cash provided by operating activities aNet cash provided by operating activities aNet cash provided by operating activities aNet cash provided by operating activities a 994,177,262994,177,262994,177,262994,177,262994,177,262 452,340,418452,340,418452,340,418452,340,418452,340,418Cash flows from investing activitiesCash flows from investing activitiesCash flows from investing activitiesCash flows from investing activitiesCash flows from investing activities

Purchase of fixed assets (2,746,590,974) (3,489,529,623)Proceeds from sale of fixed assets 17,417,206 179,184,235Inter-corporate deposits, net - 117,947,601Dividend income 177,101 -Interest received 1,510,239 52,367,945Purchase of investments - (9,181,175)

Net cash used in investing activities bNet cash used in investing activities bNet cash used in investing activities bNet cash used in investing activities bNet cash used in investing activities b (2,727,486,428)(2,727,486,428)(2,727,486,428)(2,727,486,428)(2,727,486,428) (3,149,211,017)(3,149,211,017)(3,149,211,017)(3,149,211,017)(3,149,211,017)Cash flows from financing activitiesCash flows from financing activitiesCash flows from financing activitiesCash flows from financing activitiesCash flows from financing activities

Proceeds from borrowings 41,731,939,081 20,516,944,296Repayment of borrowings (39,399,711,294) (21,374,219,612)Prepayment of sales tax deferral loan (18,993,546) -Interest and financing charges paid (572,831,153) (183,562,500)Unclaimed dividend paid (1,028,895) (740,705)

Net cash provided by/ (used in) by financing activities cNet cash provided by/ (used in) by financing activities cNet cash provided by/ (used in) by financing activities cNet cash provided by/ (used in) by financing activities cNet cash provided by/ (used in) by financing activities c 1,739,374,193 1,739,374,193 1,739,374,193 1,739,374,193 1,739,374,193 (1,041,578,521)(1,041,578,521)(1,041,578,521)(1,041,578,521)(1,041,578,521)Effect of exchange rate changes on cash and cash equivalents d 79,309 2,237,372Net increase in cash and cash equivalents Net increase in cash and cash equivalents Net increase in cash and cash equivalents Net increase in cash and cash equivalents Net increase in cash and cash equivalents a+b+c+da+b+c+da+b+c+da+b+c+da+b+c+d 6,144,336 6,144,336 6,144,336 6,144,336 6,144,336 (3,736,211,748)(3,736,211,748)(3,736,211,748)(3,736,211,748)(3,736,211,748)

Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the beginning of the yearCash and cash equivalents at the beginning of the yearCash and cash equivalents at the beginning of the yearCash and cash equivalents at the beginning of the year 311,251,107 4,047,462,855Cash and cash equivalents at the end of the yearCash and cash equivalents at the end of the yearCash and cash equivalents at the end of the yearCash and cash equivalents at the end of the yearCash and cash equivalents at the end of the year 317,395,443 311,251,107Net increase in cash and cash equivalents*Net increase in cash and cash equivalents*Net increase in cash and cash equivalents*Net increase in cash and cash equivalents*Net increase in cash and cash equivalents* 6,144,3366,144,3366,144,3366,144,3366,144,336 (3,736,211,748)(3,736,211,748)(3,736,211,748)(3,736,211,748)(3,736,211,748)

* Includes Rs. 13,734,611 (previous year: Rs. 11,864,657) in margin money deposit account.

As per our report attached

for B S R & Co.B S R & Co.B S R & Co.B S R & Co.B S R & Co. for SKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedChartered Accountants

Zubin ShekaryZubin ShekaryZubin ShekaryZubin ShekaryZubin Shekary Jean-Marc Delpon De Vaux Jonathan Andrew KirbyPartner Managing Director DirectorMembership No. 48814 (Bangalore)



Cash flow statement48-49


BALANCE SHEET ABSTRACT AND COMPBALANCE SHEET ABSTRACT AND COMPBALANCE SHEET ABSTRACT AND COMPBALANCE SHEET ABSTRACT AND COMPBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILEANY’S GENERAL BUSINESS PROFILEANY’S GENERAL BUSINESS PROFILEANY’S GENERAL BUSINESS PROFILEANY’S GENERAL BUSINESS PROFILE

IIIII Registration DetailsRegistration DetailsRegistration DetailsRegistration DetailsRegistration Details

Registration No : 49687 State Code :11Balance Sheet Date: 31-Mar-09

IIIIIIIIII Capital Raised during the year (Amount In Rs Thousands)Capital Raised during the year (Amount In Rs Thousands)Capital Raised during the year (Amount In Rs Thousands)Capital Raised during the year (Amount In Rs Thousands)Capital Raised during the year (Amount In Rs Thousands)

Public Issue Rights IssueNil Nil

Bonus Issue Private PlacementNil Nil

IIIIIIIIIIIIIII Position of Mobilisation and Deployment of Funds (Amount In Rs Thousands)Position of Mobilisation and Deployment of Funds (Amount In Rs Thousands)Position of Mobilisation and Deployment of Funds (Amount In Rs Thousands)Position of Mobilisation and Deployment of Funds (Amount In Rs Thousands)Position of Mobilisation and Deployment of Funds (Amount In Rs Thousands)

Total Liabilities Total Assets11,453,746 11,453,746

Sources of Funds

Paid - up Capital Reserves and Surplus2,311,837 6,140,638

Secured Loans Unsecured Loans0 6,170,032

Application of Funds

Net Fixed Assets Investments11,014,325 11,359

Net Current Assets Misc Expenditure1,250,339 1,457,236

Accumulated Losses382,545

IVIVIVIVIV Performance of the Company (Amount In Rs Thousands)Performance of the Company (Amount In Rs Thousands)Performance of the Company (Amount In Rs Thousands)Performance of the Company (Amount In Rs Thousands)Performance of the Company (Amount In Rs Thousands)

Turnover * Total Expenditure13,303,749 14,215,434

Profit/(Loss) Before Tax Profit/ Loss After Tax(725,734) (648,760)

Earnings Per Share in Rs Dividend Rate % (2.81) 0

VVVVV Generic Names of Three Principal Products/ Services of the Company (as per monetary terms)Generic Names of Three Principal Products/ Services of the Company (as per monetary terms)Generic Names of Three Principal Products/ Services of the Company (as per monetary terms)Generic Names of Three Principal Products/ Services of the Company (as per monetary terms)Generic Names of Three Principal Products/ Services of the Company (as per monetary terms)

Item code No [ITC Code] 220300Product Description Beer

for SKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries LimitedSKOL Breweries Limited

Jean-Marc Delpon De Vaux Jonathan Andrew KirbyManaging Director Director(Bangalore)


Hong Kong8 July 2009

Additional information pursuant to Part IVof Schedule VI of the Companies Act, 1956.

“Keep a pitcher of water in the refrigerator insteadof running the tap for cold drinks, so that every dropgoes down you not the drain.”

“Do one thing each day that will save water.Even if savings are small, every drop counts.”


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PROXY FORM

I/We

of

being a Member(s) of the above named Company hereby appoint

of

(or failing whom)

of

as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held atM.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, 18/20, K. Dubash Marg, behind Prince of Wales Museum, Kala Ghoda,Mumbai – 400 001 on Tuesday, the 15th September 2009 at 3.00 p.m. and at any adjournment thereof.

Signed this day of

Signed by the said

N.B.: This Proxy form must reach the Registered Office of the Company not less than 48hours before the time of holding the meeting.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please cut along this line- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

SKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDRegd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093

AAAAATTENDANCE SLIPTTENDANCE SLIPTTENDANCE SLIPTTENDANCE SLIPTTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.


No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093

I hereby record my presence at the Annual General Meeting of the Company to be held at M.C. Ghia Hall,Bhogilal Hargovindas Building, 2nd Floor, 18/20, K. Dubash Marg, behind Prince of Wales Museum, Kala Ghoda,Mumbai – 400 001 on Tuesday, the 15th September 2009 at 3.00 p.m.

Member’s Name (in Block Capitals):

Share Ledger Folio No. :

DP ID No.

Client ID No.

Member’s/Proxy’s Signature:

SKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDSKOL BREWERIES LIMITEDRegd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093Regd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093Regd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093Regd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093Regd. Office: No.1, Mahal Industrial Estate, Mahakali Road, Andheri (East), Mumbai-400093

“Water, like religion and ideology, has the powerto move millions of people.”“Water, like religion and ideology, has the powerto move millions of people.”

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