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G. M. BREWERIES LIMITED 36th Annual Report 2018-2019

G. M. BREWERIES LIMITED

BOARD OF DIRECTORS

Shri. Jimmy Almeida

Chairman & Managing Director

Smt. Jyoti Almeida - Whole-Time Director Shri. Kiran Parashare - Whole-Time Director Shri. Paresh Trivedi - Director Shri. Dilip Diwan - Director Shri. Shantilal Haria - Director

Chief Financial Officer

Shri. S. Swaminathan

Company Secretary & Manager Accounts

Shri. Sandeep Kutchhi

Auditors

Priti V. Mehta & Company Chartered Accountants 601/2, Surya House, 6[th] Floor, Road No. 7, Vidhyavihar , Mumbai - 400 077.

Bankers

Central Bank of India Prabhadevi, Mumbai - 400 025

Factory

S. Veer Savarkar Marg, Virar (East), Dist. Palghar - 401 305 State : Maharashtra (India) Phone : 0250 - 2529127, 2528728, 2528793

Share Transfer Agent

Sharex Dynamic (India) Pvt. Ltd. Unit - 1, Luthra Indl. Premises, Safed Pool, Andheri Kurla Rd., Andheri (E), Mumbai - 400 072, Phone : 28515606, 28515644, Fax : 2851 2885. Email : [email protected]

IDBI Bank Prabhadevi, Mumbai - 400 025

Regd. Office

Ganesh Niwas, S. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025 Phone : 24331150 / 51 / 24371805 / 41, 24229922 / 24385540 / 41 E-mail : [email protected] Website : www.gmbreweries.com CIN : L15500MH1981PLC025809

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|||
|---|---|
|Contents|Page|
|Notice|3-11|
|Directors' Report|12-26|
|Auditors' Report|27-32|
|Corporate Governance &|
|Management Discussion & Analysis|33-41|
|Balance Sheet|42|
|Profit and Loss Statement|43|
|Notes forming part of the Accounts|
|Note 1 to Note 38|44-59|
|Cash Flow Statement|60|

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36th Annual Report 2018-2019

NOTICE

Notice is hereby given that the 36th Annual General Meeting of the Members of G.M. Breweries Limited (CIN: L15500MH1981PLC025809) will be held at Vows Banquet (Joshi's Kohinoor Hall), 3rd Floor, Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 on Tuesday, the May 14, 2019 at 11.30 a.m. to transact the following business:

Ordinary Business:

To receive, consider and adopt the Balance Sheet as at March 31, 2019 and statement of Profit and Loss Account for the year ended on that date, the Report of Directors and Auditor's thereon.
To declare dividend on the equity shares for the financial year ended March 31, 2019.
To appoint a Director in place of Smt. Jyoti Almeida (DIN: 00112031), who retires by rotation and being eligible, offers herself for re- appointment.
To appoint a Director in place of Shri. Kiran Parashare (DIN:06587810), who retires by rotation and being eligible, offers himself for re- appointment.

Special Business:

Re–appointment of Mr. Dilip Diwan as Independent Director

To consider and if thought fit, to pass the following resolution as Special resolution:

“Resolved that pursuant to the provisions of section 149 (10), 152 read with schedule IV and all other applicable provisions of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 and the companies (appointment and qualifications of directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and the relevant provisions of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by (SEBI Listing regulations) , Shri. Dilip Diwan (DIN: 06487631) whose present term as an independent director expires on May 14, 2019, who has given his consent for reappointment and has submitted a declaration that he meets the criteria for independence under section 149 of the Companies Act, 2013 and the SEBI listing regulations and is eligible for re appointment, in respect of whom notice has been received from a member under section 160 of the Act, proposing his reappointment as director and whose reappointment has been recommended by Nomination and Remuneration Committee and by the Board of Directors be and is hereby re appointed as an independent director of the company, for a second term of five consecutive years with effect from May 14, 2019.

Re–appointment of Mr. Paresh Trivedi as Independent Director

To consider and if thought fit, to pass the following resolution as Special resolution:

“Resolved that pursuant to the provisions of section 149 (10), 152 read with schedule IV and all other applicable provisions of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017 and the companies (appointment and qualifications of directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and the relevant provisions of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by (SEBI Listing regulations) , Shri. Paresh Trivedi (DIN: 02559529) whose present term as an independent director expires on May 14, 2019, who has given his consent for reappointment and has submitted a declaration that he meets the criteria for independence under section 149 of the Companies Act, 2013 and the SEBI listing regulations and is eligible for re appointment, in respect of whom notice has been received from a member under section 160 of the Act, proposing his reappointment as director and whose reappointment has been recommended by Nomination and Remuneration Committee and by the Board of Directors be and is hereby re appointed as an independent director of the company, for a second term of five consecutive years with effect from May 14, 2019.

By Order of the Board of Directors Mumbai For G.M.Breweries Limited April 04, 2019 CIN: L15500MH1981PLC025809 Registered Office: Ganesh Niwas, S.Veer Savarkar Marg, Jimmy Almeida Prabhadevi, Mumbai - 400 025. Chairman and Managing Director

G. M. BREWERIES LIMITED

NOTES: -

a) The Company’s statutory auditors, M/s. Priti V. Mehta & Company, Chartered Accountants were appointed as statutory auditors of the company for a period of five consecutive years at the annual general meeting of the members held on May 18, 2017 on a remuneration to be determined by the Board of Directors. Their appointment was subject to ratification by members at every subsequent Annual General Meeting held after the AGM held on May 18, 2017.

Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (Amendment)Act, 2017 effective from May 07, 2018 the requirement of seeking ratification of the members for the appointment of statutory auditors has been withdrawn from the statute.

In view of the above, ratification of members for continuance of their appointment at this Annual General Meeting is not being sought. The statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors will be determined by the Board of Directors based on the recommendation of the Audit Committee.

b) The respective Explanatory statements, pursuant to section 102 of the Companies Act, 2013, in respect of the business item nos 5 and 6 of the accompanying notice is annexed hereto.

c) A statement giving additional details of the Directors seeking reappointment as set out at item nos 5 and 6 is annexed herewith as required under SEBI ( Listing Obligations and Disclosure Requirements) regulations, 2015, as amended.

d) A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member. The proxies should, however, be deposited at the registered office of the Company not later than 48 hours before the commencement of the meeting.

e) A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of total share capital of the company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other Member.

f) Corporate members intending to send their authorized representatives to attend the Annual General Meeting, pursuant to section 113 of the Companies Act, 2013, are requested to send to the company, a certified copy of the relevant Board resolution together with the respective specimen signatures of those representatives authorized under the said resolution to attend and vote on their behalf at the meeting.

g) Members, Proxies and Authorised representatives are requested to bring to the meeting, the attendance slips enclosed herewith duly completed and signed mentioning therein details of DP ID and Client ID/Folio No.

h) In case of joint holders attending the meeting, the joint holder who is higher in the order of names will be entitled to vote at the meeting.

i) The register of Members and Share Transfer Books of the Company will be closed from Wednesday May 08, 2019 to Tuesday May 14, 2019, both days inclusive, for payment of dividend, if any, declared/ approved, at the Annual General Meeting.

j) If dividend proposed is declared at the Annual General Meeting, the payment of such dividend will be made to those members of the company whose names stand on the register of Members of the Company on May 14, 2019. The dividend in respect of shares held in dematerialized form in Depository System will be paid to the beneficial owners of shares as on May 08, 2019 as per the list provided by the Depositories for this purpose. The dividend will be payable on and from May 20, 2019.

k) Shareholders desiring any information as regards the accounts are required to write to the Company at least seven working days in advance of the meeting so that the information, to the extent practicable, can be made available at the meeting.

36th Annual Report 2018-2019

l) Members are requested to notify immediately changes, if any, in their registered addresses to the Company's Registrar and Share Transfer Agents M/s. Sharex Dynamics (India) Pvt. Ltd., Unit -1, Luthra Indl. Premises, Safed Pool, Andheri Kurla Rd., Andheri (E), Mumbai, - 400 072. Members are also requested to furnish their Bank details to the company’s Share Transfer Agents immediately for printing the same on the dividend warrants/Cheques to prevent fraudulent encashment of the instruments.

m) Smt. Jyoti Jimmy Almeida & Shri. Kiran Yashawant Parashare – directors retire by rotation and, being eligible, offer themselves for re-appointment at the Annual General Meeting. A brief resume of the said directors is given below.

directors is given below.
Name	Smt. Jyoti Jimmy Almeida	Shri. Kiran Yashawant Parashare
Directors Identification Number (DIN)	00112031	06587810
Age	52 Years	46 Years
Qualification	B.Com	B.Tech (mechanical)
Expertise in Specific Area	Finance, Taxation, Audit & Allied matters	C.C.I.E Networking
Date of first Appointment on the Board of the Company	July 30, 1998	January 07, 2014
Shareholding in G. M. Breweries Limited	3,63,722 Shares	Nil
List of Directorship held in other companies	Almeida Holdings Private Limited	Nil
Membership/Chairmanships of Audit and stake holders relationship committees	Refer to Report on CORPORATE GOVERNANCE	Refer to Report on CORPORATE GOVERNANCE

n) A Route map showing directions to reach the venue of the 36th Annual General Meeting is given on the back cover pg. no. 63 of this annual report.

PROCESS FOR MEMBERS OPTING FOR E-VOTING

In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and sub clause (1) & (2) of Clause 44 of SEBI regulations, the Company will be providing members facility to exercise their right to vote on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL). The detailed procedure to be followed in this regard has been given in Annexure – A to the notice. The members are requested to go through them carefully.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 5 AND 6 :

Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi are independent directors of the Company and were appointed in the Annual General Meeting held on May 19, 2015 for a tenure of four years.

As the above named independent directors will be completing their first term of appointment upon completion of four years from the respective dates of their appointment during the current year, they are eligible for reappointment for another term of five consecutive years subject to the approval of members by special resolution. They have consented to their reappointment and confirmed that they do not suffer from any disqualification which stand in the way of their reappointment as independent directors.

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G. M. BREWERIES LIMITED

It is proposed to appoint Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi as independent directors under section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements), regulations, 2015 to hold office for 5 (Five) consecutive years for a term up to the conclusion of 41st annual general meeting of the company in the calendar year 2024.

The company has received notices in writing from members along with deposits of requisite amount under section 160 of the Act proposing the candidature of both Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi for the office of Directors of the Company.

The company has also received declarations from Shri. Paresh N. Trivedi & Shri. DilipJ. Diwan that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Act.

In the opinion of the Board, Shri. Dilip J. Diwan & Shri. Paresh N. Trivedi fulfill the conditions for appointment as independent directors as specified in the Act. Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi are independent of the management.

Brief resume of Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships / chairmanships of Board committees, shareholding and relationships between directors inter-se as stipulated under regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under Secretarial Standard 2 are given below.

Name	Shri. Dilip. J. Diwan	Shri. Paresh N. Trivedi
Directors Identification number (DIN)	06487631	02559529
Date of Birth	November 21, 1950	November 22, 1962
Nationality	Indian	Indian
Qualification	F.C.A	B.E.(Chemical)
Expertise in Specific Area	Finance & Management	Research and energy savings
Date of first Appointment on the Board of the Company	29.03.2014	21.01.2010
Shareholding in G. M. Breweries Limited	Nil	13,669
List of Directorship held in other companies	Nil	1) Chembond Distribution Limited 2) Chembond Polymers and Materials Limited 3) Himuaditya Paper Diagnostic Private Limited
Brief Profile of the Directors	Mr. Dilip J. Diwan is a Chartered Accountant based in Mumbai with over 40 years of experience in auditing and income tax related matters. He obtained his Bachelors of Commerce degree from the University of Mumbai and then went on to obtain his Chartered Accountancy degree from The Institute of Chartered Accountants of India. He is the Proprietor of Dilip J. Diwan & Co, Chartered Accountants, Mumbai, India. His expertise lies in income tax consultancy, appellate work and tax planning.	Paresh Trivedi is (B.E, Chem. Eng.) with 36 years of experience in a large petro chemical and oil and gas com- pany. He is also having experience in project management, operation and in- ternational business. He is a qualified energy auditor.
Membership / Chairmanships of Audit and stake holders relationship committees	Refer to Report on CORPORATE GOVERNANCE	Refer to Report on CORPORATE GOVERNANCE

36th Annual Report 2018-2019

Copy of the draft letters for respective appointments of Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi as independent directors setting out terms and conditions are available for inspection by members at the registered office of the company.

Shri. Dilip J. Diwan and Shri. Paresh N. Trivedi are interested in the resolutions set out respectively at item nos. 5 & 6 of the notice with regard to their respective appointments.

The relatives of Shri. Dilip J. Diwan & Shri. Paresh N. Trivedi may be deemed to be interested in the resolution set out respectively at item nos. 5 & 6 of the notice, to the extent of their shareholding interest, if any, in the Company.

Save and except above, none of the Directors/ Key Managerial Personnel of the company/their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The board commends the ordinary resolutions set out at item nos. 5 & 6 of the notice for approval by the shareholders.

Mumbai April 04, 2019

By Order of the Board of Directors For G.M.Breweries Limited CIN: L15500MH1981PLC025809

Registered Office : Ganesh Niwas, S. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025

Jimmy Almeida Chairman & Managing Director

G. M. BREWERIES LIMITED

Annexure A to the notice

Instructions for the voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 , the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
IV. The remote e-voting period commences on 9th May, 2019 (9:00 am) and ends on 13th May, 2019 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 7th May, 2019, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
V. The process and manner for remote e-voting are as under:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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36th Annual Report 2018-2019

4. Your User ID details are given below : Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in EVEN Number followed by Folio Number registered Physical Form. with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001	4. Your User ID details are given below : Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in EVEN Number followed by Folio Number registered Physical Form. with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001	4. Your User ID details are given below : Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat 16 Digit Beneficiary ID account with CDSL. For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in EVEN Number followed by Folio Number registered Physical Form. with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical a) For Members who hold shares in demat account with NSDL.	Your User ID is: 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Your password details are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN,your name and your registered address.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.

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G. M. BREWERIES LIMITED

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of company for which you wish to cast your vote.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]
VI. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 7th May, 2019.
VII. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 07th May, 2019, may obtain the login ID and password by sending a request at [email protected] or RTA.
- However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
VIII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting /voting at the AGM through ballot paper.

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36th Annual Report 2018-2019

IX. Ms. Kala Agarwal, Company Secretary (FCS No. 5976 ) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting at the AGM and remote e- voting process in a fair and transparent manner.
X. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” / “Polling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
XI. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
XII. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.gmbreweries.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited/ NSE Limited, Mumbai.

G. M. BREWERIES LIMITED

DIRECTORS' REPORT TO THE MEMBERS

Your Directors have pleasure in presenting their 36th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2019.

Financial Results:

Financial Results:	Financial Results:	Financial Results:
(Rs. Lacs)
Particulars	March 31, 2019	March 31, 2018
Gross Sales	1,70,461.34	1,60,516.05
Less: State Excise & VAT	1,24,060.49	1,17,928.12
Net Sales	46,400.85	42,587.93
Other Income	1,373.51	972.36
Total	47,774.36	43,560.29
Profit before depreciation, Exceptional item & taxation	13,053.23	11,727.55
Less: Depreciation	733.07	598.71
Less: Provision for taxation	4,089.84	3,838.95
Profit after taxation	8,230.32	7,289.89

An amount of Rs. 8,230.32 Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 1,70,461.34 Lacs, a growth of around 6.20% against Rs. 1,60,516.05 Lacs in the previous year. Profit before depreciation, exceptional item and taxation was Rs. 13,053.23 lacs against Rs. 11,727.55 Lacs in the previous year. After providing for depreciation and taxation of Rs. 733.07 Lacs & Rs. 4,089.84 Lacs respectively, the net profit of the Company for the year under review was placed at Rs.8,230.32 Lacs as against Rs. 7,289.89 lacs in the previous year.

In spite of tough market conditions, and increased prices of rectified spirit through out the year, company could achieve higher sales and increase in profits during the year.

DIVIDEND:

Your directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 30% (at the rate of 30% in the previous year). The Dividend of 30%, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs. 548.33 lacs to the company in addition to Rs.112.73 lacs by way of dividend distribution tax.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2019 was Rs.1827.75 Lakhs during the year under review.

FINANCE:

Cash and cash equivalents as at March 31, 2019 was Rs.51.66 lakhs. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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36th Annual Report 2018-2019

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education. The contributions in this regard have been made to the registered trust which is undertaking these schemes. The company has also undertaken schemes of distributing food to the poor directly and other activities as part of the CSR initiative.

The Annual Report on CSR activities is annexed herewith as: Annexure A

CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the same has not been submitted.

TECHNOLOGY ABSORPTION:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Directors Smt. Jyoti Jimmy Almeida, Shri. Kiran Yashawant Parashare Shri. Dilip Diwan and Shri. Paresh Trivedi retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Smt. Jyoti jimmy Almeida, Shri. Kiran Yashawant Parashare, Shri. Dilip Diwan & Shri. Paresh Trivedi for re-appointment.

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G. M. BREWERIES LIMITED

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual account on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions, including agreements/contracts, that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance”

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36th Annual Report 2018-2019

against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.gmbreweries.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instances of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the highest standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

AUDITORS:

The Company’s statutory auditors, M/s. Priti V. Mehta & Company, Chartered Accountants were appointed as statutory auditors of the company for a period of five consecutive years at the annual general meeting of the members held on May 18, 2017. Their appointment was subject to ratification by members at every subsequent Annual General Meeting held after the AGM held on May 18, 2017.

In view of the above, ratification of members for continuance of their appointment at this Annual General Meeting is not being sought.

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G. M. BREWERIES LIMITED

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Kala Agarwal, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure B”

ANNUAL RETURN:

The annual return of the company has been placed on the website of the company and can be accessed at www.gmbreweries.com

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

Ratio of remuneration of each director to the median remuneration of the employees of the company for the year 2018-2019

Name & Designation of the Director	Remuneration (Amount Rs. in Lakhs)	Ratio to Median remuneration
Shri. Jimmy Almeida- CMD	150.00	46.29
Smt. Jyoti Almeida- Executive Director	60.00	18.52
Shri. Kiran Parashare- Executive Director	18.00	5.55
Shri. Paresh Trivedi- Independent Director	1.00	Not Applicable as only sitting fees is paid to him during the year
Shri. Dilip Diwan- Independent Director	1.00	Not Applicable as only sitting fees is paid to him during the year
Shri. Shantilal Haria- Independent Director	0.80	Not Applicable as only sitting fees is paid to him during the year

The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if any in the financial year 2018-19 compared to 2017-18

Name & Designation of the Director, CFO, CEO, and CS	Remuneration for the year ended 2018-19 (Rs.in Lakhs)	Remuneration for the year ended 2017-18 (Rs.in Lakhs)	% Change
Shri. JimmyAlmeida- CMD	150.00	132.00	13.64
Smt. Jyoti Almeida- Executive Director	60.00	60.00	Nil
Shri. Kiran Parashare- Executive Director	18.00	18.00	Nil
Shri. Paresh Trivedi- Independent Director	1.00	0.80	25.00
Shri. DilipDiwan- Independent Director	1.00	0.80	25.00
Shri. Shantilal Haria- Independent Director	0.80	0.80	Nil
Shri. S. Swaminathan-CFO	21.72	18.51	17.34
Shri. Sandeep Kutchhi-CS	16.75	13.00	28.85

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36th Annual Report 2018-2019

The median remuneration of the employees has increased by 7.82% in 2018-19 as compared to 2017-18.
Number of permanent employees on the rolls of the company.

Financial Year	Number of permanent employees on the rolls of the company
2018-19	176
2017-18	171

Explanation on the relationship between average increase in remuneration and the company performance

The companys overall turnover increased by 6.20% while the increase in the median remuneration was 7.82%. However, the company is paying fixed remuneration to the individuals based on the responsibility and position and the company has no policy of paying incentive/ bonus based on company’s performance.

Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not Applicable.
Key parameter for any variable component of remuneration availed by the director – Not Applicable as no variable remuneration is paid.
We affirm that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the remuneration policy of the Company.
Market capitalization & Price Earnings ratio details are as under

Particulars	As on March 31, 2019	As on March 31, 2018
Price Earnings Ratio	14.34	19.68
Market Capitalisation(Rs. In Crores)	1190.32	1433.54
Net worth of the company (Rs. In Crores)	366.82	291.28

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

Mumbai April 04, 2019

Jimmy Almeida Chairman & Managing Director

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G. M. BREWERIES LIMITED

Annexure A to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

CSR policy is stated herein below:

CSR Policy

(Approved by the Board of Directors on 24.07.2014)

Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our customers, associates, shareholders, employees and Society at large.

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

To pursue these objectives we will continue to:

1) Work actively in areas of eradication of hunger and poverty, provide opportunity and financial assistance for the promotion of education, provide medical aid to the needy and down trodden.
2) Collaborate with likeminded bodies like Voluntary organizations, charitable trusts, governments and academic institutes in pursuit of our goals.
3) Interact regularly with stakeholders, review and publicly report our CSR initiatives.

Web Link:

http://gmbreweries.com/images/CSR%20Policy.pdf

2. Composition of CSR committee

f CSR committee
Name of The Member	Designation
Paresh N. Trivedi	Chairman
Jyoti J. Almeida	Member
Kiran Y. Parashare	Member

3. Average net profit of the company for last three financial years:

Average net profit: Rs.88.81Crores

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above)

The company is required to spend Rs.177.62 Lakhs

5. Details of CSR spend for the financial year :

a) Total amount spent for the financial year : Rs.178.20 Lakhs/-
b) Amount unspent if any : Nil

36th Annual Report 2018-2019

c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:	c) Manner in which the amount spent during the financial year is detailed below:
Sr. No	Projects/ Activities	Sector	Locations	Amount outlay (Budget) project or programme wise (Rs. Lakhs)	Amount spent on the project or programme (Rs. Lakhs)	Cumulative expenditure up to reporting period (Rs. Lakhs)	Amount spent: Direct or through implementing agency* (Rs. Lakhs)
1	Food Distribution	Eradication of hunger	Sagar (MP), Ghatkopar & Virar (Maharashtra)	155.62	155.71	155.71	155.71
2	Educational Aid	Promotion of Education	Virar (Maharashtra)	22.00	22.49	22.49	22.49

Details of implementing agency : Sant Shree Gulabbaba Charitable Trust, Rotary club Ghatkopar Charitable Trust & G.M.Breweries Limited.

Compliance with Code of Conduct

As provided under SEBI( Listing Obligations and Disclosure requirement) Regulations, 2015, the Board Members and the Senior management personnel have confirmed compliance with the Code of conduct for the year ended March 31, 2019.

For G.M.Breweries Limited Mumbai Jimmy Almeida April 04, 2019 Chairman & Managing Director

G. M. BREWERIES LIMITED

CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ON CORPORATE GOVERNANCE

The Board of Directors

M/s. G.M.Breweries Limited

We have reviewed the financial statements and the cash flow statement of G.M.Breweries Limited for the financial year 2018-19 and certify that:

a) These statements to the best of our knowledge and belief:
I. Do not contain any materially untrue statements or omit any material facts or contain statements that might be misleading:
II. Present a true and fair view of the Company‘s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b) To the best of our knowledge and belief, there are no transactions entered into by the Directors and Senior Management Personnel during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, of which we are aware of and the steps taken and/or proposed to be taken to rectify these deficiencies.
d) We have also indicated to the Auditors and the Audit Committee.
(i) Significant changes in Internal Controls with respect to financial reporting during the year.
(ii) Significant changes in accounting policies during the Year and these have been disclosed in the notes to the financial statements.
e) To the best of our knowledge and belief, there are no instances of significant fraud involving either the management or employees having a significant role in the Company’s internal control systems with respect to financial reporting.

Jimmy Almeida Chairman & Managing Director

S.Swaminathan Chief Financial Officer

Mumbai

April 04, 2019

36th Annual Report 2018-2019

AUDITORS' COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The Members of G.M.Breweries Limited.

We have examined the compliance of conditions of Corporate Governance by G.M.Breweries Limited for the year ended March 31, 2019 stipulated in Chapter IV of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said company with stock exchanges.

The Compliance of condition of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with the condition of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has fully complied with all the mandatory conditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said company with stock exchanges.

For Priti V. Mehta & Company Chartered AccountantsFirm Registration No. 129568W

Priti V. Mehta Proprietor Membership No: 130514

Mumbai April 04, 2019

G. M. BREWERIES LIMITED

Annexure ‘‘B’’ to Boards Report

Form No. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year Ended On 31st March, 2019

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members, G M Breweries Limited Ganesh Niwas, Ground Flr. Veer Savarkar Marg, Prabhadevi Mumbai- 400025

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by G M Breweries Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 , complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2019 according to the provisions of:

A. The Companies Act, 2013 (the Act) and the rules made there under;
B. The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;
C. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
D. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

36th Annual Report 2018-2019

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|||
|---|---|
|(i)|The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.|
|E.|Other Applicable Acts,|
|(a)|Factories Act, 1948|
|(b)|Payment Of Wages Act, 1936, and rules made thereunder,|
|(c)|The Minimum Wages Act, 1948, and rules made thereunder,|
|(d)|Employees’ State Insurance Act, 1948, and rules made thereunder,|
|(e)|The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder,|
|(f)|The Payment of Bonus Act, 1965, and rules made thereunder,|
|(g)|Payment of Gratuity Act, 1972, and rules made thereunder,|
|(h)|Standards of Weights and Measurement Act, 1976|
|(i)|The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of|
|Pollution) Rules, 1975,|
|(j)|Air (Prevention & Control of Pollution) Act, 1981,|
|(k)|Hazardous Wastes (Management, Handling & Transboundry Movement) Rules, 2008|
|(l)|Food Safety and Standards Act, 2006, and rules made there under.|
|(m)|The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013|
|We have also examined compliance with the applicable clauses of the following:|
|(i)|Secretarial Standards issued by The Institute of Company Secretaries of India.|
|(ii)|The Listing Agreements entered into by the Company with National Stock Exchange of India Ltd. and|
|Bombay Stock Exchange Ltd.|

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During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance.

Majority of the decisions being carried through were captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

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|||
|---|---|
|Mumbai|Kala Agarwal|
|April 04, 2019|Practising Company Secretary|
|COP No.: 5356|

----- End of picture text -----

Note : This report is to be read with our letter of even date which is annexed as ‘ANNEXURE B’ and forms an integral part of this report.

G. M. BREWERIES LIMITED

'ANNEXURE A'

Secretarial Compliance Report Of M/s. G M Breweries Limited For The Year Ended 31[st] March, 2019.

We have examined:

(a) all the documents and records made available to us and explanation provided by G M Breweries Limited (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) Reports issued to the Company, Bank Statements and document for the year ended 31[st] March, 2019 in respect of compliance with the provisions of :
(a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
(b) The Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(i) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(k) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and circulars/ guidelines issued thereunder; and based on the above examination, We hereby report that, during the Review Period:

36th Annual Report 2018-2019

A. The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:- NIL

Sr No	Compliance Requirement (Regulations/ Circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary

B. The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.
C. The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges ( including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder: NIL

Sr No	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc	Observations/ remarks of the Practicing Company Secretary, if any

D. The listed entity has taken the following actions to comply with the observations made in previous reports: NIL

Sr Observations of Observations made in Actions taken Comments of the No the Practicing the secretarial compliance by the listed Practicing Company Secretary report for the year ended… entity, if any Company Secretary in the previous reports on the actions taken by the listed entity Kala Agarwal April 04, 2019 Practising Company Secretary COP No.: 5356

Mumbai April 04, 2019

G. M. BREWERIES LIMITED

ANNEXURE ‘B’

To, The Members,

G M BREWERIES LIMITED

Ganesh Niwas, Ground Flr. Veer Savarkar Marg, Prabhadevi Mumbai- 400025

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Mumbai April 04, 2019

Kala Agarwal Practising Company Secretary COP No.: 5356

36th Annual Report 2018-2019

INDEPENDENT AUDITOR’S REPORT

To the Members of M/s. G M Breweries Limited

Report on the Standalone Financial Statements

Opinion

We have audited accompanying standalone financial statements of G M Breweries Limited (“the Company”), which comprise of the balance sheet as at March 31, 2019, the statement of Profit and Loss (Including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by The Companies Act, 2013 (“The Act”) in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, (“ind as”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the independent requirement that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than standalone financial statements and Auditors report thereon

The company’s Board of Directors are responsible for the preparation of the other information. The other information comprises of the information included in the management discussion and analysis, Boards report including Annexure to Boards Report, Corporate Governance and Shareholders information, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on standalone financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.

In connection with our audit of the standalone financial statement, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the standalone financial statement or other information obtained during the course of our audit or otherwise appear to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and those charged with governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

G Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design

G. M. BREWERIES LIMITED

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|||
|---|---|
|and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide|
|a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting|
|from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal|
|control.|
|G|Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the|
|circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on|
|whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.|
|G|Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures|
|made by management.|
|G|Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence|
|obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s|
|ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our|
|auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify|
|our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future|
|events or conditions may cause the Company to cease to continue as a going concern.|
|G|Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and|
|whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair|
|presentation.|
|We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit|
|and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.|
|We also provide those charged with governance with a statement that we have complied with relevant ethical requirements|
|regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to|
|bear on our independence, and where applicable, related safeguards.|
|From the matters communicated with those charged with governance, we determine those matters that were of most significance|
|in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these|
|matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare|
|circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing|
|so would reasonably be expected to outweigh the public interest benefits of such communication.|
|Report on Other Legal and Regulatory Requirements|
|As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms|
|of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A a statement on the matters specified in|
|paragraphs 3 and 4 of the Order, to the extent applicable.|
|As required by Section 143(3) of the Act, we report that:|
|a)|We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary|
|for the purposes of our audit.|
|b)|In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our|
|examination of those books.|
|c)|The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the statement of change in equity,|
|and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.|
|d)|In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section|
|133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.|
|e)|On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of|
|Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section|
|164 (2) of the Act.|
|f)|With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating|
|effectiveness of such controls, refer to our separate Report in “Annexure B”.|
|g)|With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit|
|and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:|
|i.|The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.|
|ii.|The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable|
|losses, if any, on long-term contracts including derivative contracts.|

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iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For and on behalf of Priti V. Mehta & Company Chartered Accountants Firm’s registration number: 129568W

Priti V. Mehta Proprietor Membership number: 130514

Mumbai April 04, 2019

36th Annual Report 2018-2019

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone Ind AS financial statements of the Company for the year ended March 31st, 2019:

Sr. No.	Particulars
(i)	In Respect of its Fixed Assets: (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; (b) These fixed assets have been physically verified by the management at reasonable intervals in accordance with regular programme of verification. According to the information and explanation given to us, no material discrepancies were noticed on such verification. (c) The title deeds of immovable properties are held in the name of the company.
(ii)	In Respect of its inventory: According to the information and explanations given to us, Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification during the year.
(iii)	According to information and explanations given to us , the company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013.
(iv)	According to information and explanations given to us , the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.
(v)	According to information and explanations given to us, the company has not accepted any deposits duringthe year.
(vi)	According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act’2013.
(vii)	According to the information and explanations given to us, in respect of statutory dues: (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, GST, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. (b) There were no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues in arrears as at March 31,2019 for period of more than six months from the date they became payable.
(viii)	The company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
(ix)	The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

G. M. BREWERIES LIMITED


(x)	According to the information and explanations given to us, we have not noticed or reported any fraud by the company or any fraud on the Company by its officers or employees during the year

(xi)	The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act

(xii)	This clause of the Caro 2016 is not applicable to the Company as the company is not a Nidhi Company.

(xiii)	According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards

(xiv)	According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

(xv)	According to the information and explanations given to us, the company has not entered into any non- cash transactions with directors or persons connected with him and the provisions of section 192 of Companies Act, 2013 have been complied with;
(xvi)	This clause of the Caro 2016 is not applicable to the Company as the company is not a required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Priti V.Mehta & Company Chartered Accountants Firm’s registration number: 129568W Priti V. Mehta Proprietor Membership number: 130514 Mumbai April 04, 2019

36th Annual Report 2018-2019

“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF G. M. BREWERIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of G.M.BREWERIES LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for my /our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

G. M. BREWERIES LIMITED

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India

For Priti V. Mehta & Company Chartered Accountants Firm’s Registration No. 129568W

Priti V. Mehta Proprietor

Membership No. 130514

Mumbai April 04, 2019

36th Annual Report 2018-2019

CORPORATE GOVERNANCE:

1. PHILOSOPHY:

The Company’s philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance even before they were mandated by the legislation. Transparency, integrity, professionalism and accountability - based values form the basis of the Company's philosophy for Corporate Governance. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. Your company has fulfilled all the existing guidelines prescribed by the Securities and Exchange Board of India (SEBI) in chapter IV read with schedule V of SEBI( Listing Obligations and Disclosure requirements) Regulations, 2015.

2. BOARD OF DIRECTORS:

a) Composition, Category of Directors and their other directorship as on March 31, 2019.

Name of The Director	Category of Directorship	No. of Directorship in other public Limited/ Private Companies	No. of shares of held
Shri. Jimmy Almeida Smt. Jyoti J. Almeida Shri. Kiran Y. Parashare Shri. Paresh N. Trivedi Shri. Dilip J. Diwan Shri. Shantilal V. Haria	Promoter - Executive (Chairman & Managing Director) Promoter - Executive (Whole Time Director) Executive (Whole Time Director) Non- Executive (Independent Director) Non- Executive (Independent Director) Non- Executive (Independent Director)	1 1 Nil 3 Nil 1	1,12,88,163 3,63,722 Nil 13,669 Nil Nil

Note: Shri. Jimmy Almeida, Smt. Jyoti Almeida and Shri. Kiran Parashare are related to each other

b) Number of Board Meetings

During the year ended March 31, 2019, five Board Meetings were held on April 05, May 24, July 05, October 11, 2018, & January 03, 2019.

c) Directors’ attendance record:

Name of The Director	Board Meetings Attended during the year	Whether attended Last AGM
Shri. Jimmy Almeida	5	YES
Smt. Jyoti Almeida	5	YES
Shri. Paresh Trivedi	5	YES
Shri. Kiran Parashare	5	YES
Shri. Dilip Diwan	5	YES
Shri. Shantilal Haria	4	YES

3. COMMITTEES OF THE BOARD

a) Audit Committee

i) Terms of Reference:

Apart from all the matters provided in regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and section 177 of the Companies Act 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the company.

ii) Composition:

The Audit committee presently consists of three independent directors, Shri. Dilip J. Diwan, Shri. Paresh N. Trivedi and shri. Shantilal V.Haria. Shri Dilip J. Diwan has been designated as chairman of the committee. The committee met 4 times during the financial year ended March 31, 2019. The attendance record of the members at the meeting were as follows :

G. M. BREWERIES LIMITED

Name of The Member	Desig- nation	No Meetings of Attended
DilipJ. Diwan	Chairman	4
Paresh N. Trivedi	Member	4
Shantilal V. Haria	Member	3

b) Nomination & Remuneration Committee and policy:

The nomination & remuneration committee for nomination & remuneration of executive directors presently consists of three independent Directors viz. Shri. Dilip J. Diwan, Shri. Paresh N. Trivedi & Shri. Shantilal V.Haria. Shri. Dilip J. Diwan is the chairman.

Name of The Member	Designation
DilipJ. Diwan	Chairman
Paresh N. Trivedi	Member
Shantilal V. Haria	Member

The committee met 2 times during the financial year ended March 31, 2019. The attendance record of the members at the meeting were as follows

Name of The Member	Desig nation	No Meetings of Attended
DilipJ. Diwan	Chairman	2
Paresh N. Trivedi	Member	2
Shantilal V.Haria	Member	2

The details of remuneration for the year ended March 31, 2019 to the Executive Directors are as follows

Name	Designation	Remuneration
Jimmy Almeida	Chairman & ManagingDirector	150.00 Lakhs
Jyoti Almeida	Whole Time Executive Director	60.00 Lakhs
Kiran Parashare	Whole Time Executive Director	18.00 Lakhs

The Company has paid sitting fees of Rs 20,000/ - per meeting to Non-Executive Directors during the financial year 2018-19

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.

Criteria of selection of Non Executive Directors

The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.

In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

Remuneration

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees for participation in the Board meetings.

A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

36th Annual Report 2018-2019

CEO & Managing Director - Criteria for selection / appointment

For the purpose of selection of the CEO & MD, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration for the CEO & Managing Director

At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.

The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

The remuneration of the CEO & Managing Director comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure the relationship of remuneration and performance benchmark is clear.

The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.

c) Stakeholders relationship Committee:

During the year 2018-19 the Stakeholders relationship committee that also acts as Share Transfer Committee met 31 times.

The attendance at the Shareholders/Investors Grievance Committee is given below

Name of The Member	No. of Meeting Held	No. of Meeting Attended
Dilip J. Diwan, Chairman	31	31
Jyoti J. Almeida, Member	31	31
Paresh N. Trivedi, Member	31	31

During the year 2018-19, 27 complaints were received from shareholders and investors. All the complaints have generally been resolved to the satisfaction of the complainants except for disputed cases and sub-judice matters, if any, which would be solved on final disposal by the courts/ forums where they are pending.

d) CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE:

As required under section 135 of the Companies Act, 2013 the company has formed a CSR committee consisting of the following members.

Name of The Member	Designation
Paresh N. Trivedi	Chairman
Jyoti J. Almeida	Member
Kiran Y. Parashare	Member

The committee met 2 times during the financial year ended March 31, 2019.The attendance record of the members at the meeting were as follows

Name of The Member	Desig nation	No Meetings of Attended
Paresh N. Trivedi	Chairman	2
Jyoti J. Almeida	Member	2
Kiran Y. Parashare	Member	2

e) PERFORNAMCE EVALUATION COMMITTEE

The company has formed a performance evaluation committee consisting of the following members.

G. M. BREWERIES LIMITED

Name of The Member	Designation
Paresh N. Trivedi	Chairman
Dilip J. Diwan	Member
Jyoti J. Almeida	Member

The committee met 2 times during the financial year ended March 31, 2019. The attendance record of the members at the meeting were as follows

Name of The Member	Desig nation	No Meetings of Attended
Paresh N. Trivedi	Chairman	2
Dilip J. Diwan	Member	2
Jyoti J. Almeida	Member	2

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

f) The company has formed a business risk evaluation/management committee consisting of the following members.

Name of The Member	Desig- nation	No of meetings attended
Paresh N. Trivedi - Independent Director	Chairman	2
Dilip J. Diwan- Independent Director	Member	2
Kiran Y. Parashare - Executive Director	Member	2
S. Swaminathan- C.F.O	Member	2
L.Lobo- G.M.Sales & Marketing	Member	2

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

Oversight of risk management performed by the executive management;
Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors met on October 11, 2018 and January 03, 2019, inter alia, to discuss:

Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

36th Annual Report 2018-2019

Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the independent Directors were present at the meeting.

Management discussion and analysis report forms part of this Annual Report

4. SHAREHOLDERS:

a (i) Means of Communication :

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper viz. “Nava Shakti” and one English news paper viz. “Free Press Journal”. Also they are uploaded on the company’s website www.gmbreweries.com. The results are published in accordance with the guidelines of the Stock Exchanges.

(ii) In line with the exiting provisions of the Listing Agreement, the Company has created a separate e-mail address viz. [email protected] to receive complaints and grievances of the investors.

Financial Year	Date	Time	Time Venue
2017-18	10-05-2018	11.30 A.M	Vows Banquet (Joshi’s Kohinoor Hall), 3rd Flr, S. Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025.
2016-17	18-05-2017	04.30 P.M.	Joshi’s Kohinoor Hall, 3rd Flr, S. Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025.
2015-16	19-05-2016	04.30 P.M.	Joshi’s Kohinoor Hall, 3rd Flr, S. Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025.

e) Postal Ballot:

For the year ended March 31, 2019 there have been no ordinary or special resolutions passed by the Company's Shareholders through postal ballot.

b. Share Transfers Agents:

M/s. Sharex Dynamics (India) Pvt. Ltd., Unit -1, Luthra Indl. Premises Safed Pool Andheri Kurla Road, Andheri (E), Mumbai – 400 072.

c. Share Transfer System:

All physical share transfers are affected within 15 days of lodgment, subject to the documents being in order. The Board has delegated the authority for approval of transfer, transmission etc. to a committee comprising of two Non Executive Directors and one executive director. A summary of transfer/transmission of shares so approved by the committee is placed before the Board.

d. General Body Meetings :

Details of last three Annual General Meetings are as under.

5. Additional shareholders information :

a) Annual General Meeting

Date : May 14, 2019

Venue: Vows Banquet (Joshi's Kohinoor Hall),

3rd Flr, S.Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.

Time : 11.30 A.M.

b) Financial Calendar

Financial Year: April 01 to March 31 for the financial year 2019-20, the tentative dates for declaration of Quarterly unaudited results will be by July 31, 2019, October 31, 2019, January 31, 2020 and April 30, 2020.

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G. M. BREWERIES LIMITED

c) Dividend Payment Date:

Dividend will be paid within 30 days of the approval of the same in the Annual General Meeting.

d) Listing in stock exchanges and stock codes The names of stock exchanges at which the equity shares are listed and respective stock codes are as under:

Name of the stock Exchanges	Stock Code No.
The Bombay stock Exchange	507488
The National Stock Exchange	GMBREW

The ISIN number allotted to the company for demat of shares are as under.

NSDL : INE075D01018

CDSL : INE075D01018

e) Stock data:

High/Low of Market price of Company's equity shares traded on the Bombay Stock Exchange Ltd. During the financial year ended on March 31, 2019 was as follows:

Month	High	Low
April 2018 May 2018 June 2018 July 2018 August 2018 September 2018 October 2018 November 2018 December 2018 January 2019 February 2019 March 2019	1200.00 1128.75 966.00 929.90 804.00 773.35 635.00 701.45 772.70 777.85 552.55 666.05	945.00 820.00 736.00 639.95 670.25 622.40 495.00 566.20 606.25 487.85 480.00 538.60

f) Stock data:

High/Low of Market price of Company’s equity shares traded on National Stock Exchange. During the financial year ended on March 31, 2019 was as follows:

Month	High	Low
April 2018 May 2018 June 2018 July 2018 August 2018 September 2018 October 2018 November 2018 December 2018 January 2019 February 2019 March 2019	1177.00 1117.80 985.30 929.90 796.95 778.55 628.55 706.00 773.20 778.95 552.25 669.00	989.00 834.95 730.00 646.00 668.90 622.70 491.00 575.30 600.50 489.10 480.10 538.10

g) Distribution of shareholding as on March 31, 2019.

2019.
Size of Holdings	No. of Share Holders	Percentage %	No. of Shares	Percentage %
Up to 100 101 to 200 201 to 500 501 to 1000 1001 to 5000 5001 to 10000 10001 to 100000 100001 and above	14,577 2,468 1,379 694 473 42 40 6	74.074 12.541 7.007 3.527 2.404 0.214 0.203 0.030	3,80,677 4,05,355 4,65,884 5,25,347 9,39,812 3,06,039 10,32,614 1,42,21,810	2.083 2.218 2.549 2.874 5.141 1.675 5.650 77.810
Total	19,679	100.00	1,82,77,538	100.000

36th Annual Report 2018-2019

Share Holding Pattern:

Sr. No.	Category	No. of Shares	%of Share holding
1 2 3 4 5 6 7	Promoters Residential individuals Shares Transferred to IEPF Private Corporate Bodies Financial institutions, Banks and Mutual Funds NRI’s and OCB Clearing members	1,36,04,123 34,52,299 1,38,937 3,78,176 5,16,679 1,31,494 55,830	74.431 18.889 0.760 2.069 2.827 0.719 0.305
	Total	1,82,77,538	100.00

h) Shares held in physical and dematerialized form:

As on March 31, 2019, 97.28 % of shares were held in dematerialized form and the rest in physical form.

i) Outstanding GDR's/ADR's/Warrant’s/Convertible instruments and their impact on equity. NIL .

j) Plant Location

Village Narangi,S.Veer Savarkar Marg,Virar (East), Dist - Palghar- 401 305 Maharashtra State.

k) Address for correspondence

Ganesh Niwas,Veer Savarkar Marg, Prabhadevi,Mumbai- 400 025 Telephone : 022- 24331150/51

E-Mail : [email protected]

Website : www.gmbreweries.com

l) Shares held in electronic form

Shareholders holding shares in the electronic form may furnish their bank details, which they wish to incorporate on their dividend warrants, to their depository participants. As per the regulations of NSDL and CDSL the company is required to print the bank details on the dividend warrants, as furnished by these depositories to the Company.

6 Disclosures:

The company has not entered into any transaction of a material nature with the Promoters, the Directors or the Management, their relatives etc. that may have any

potential conflict with the interests of the company.

The company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures issued on the Company by the Stock Exchanges, SEBI or any other statutory authority relating to the above.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Directors have pleasure in presenting the management discussion and analysis report for the year ended on March 31, 2019.

(A) INDUSTRY STRUCTURE AND DEVELOPMENT

G.M.Breweries Limited (GMBL) is engaged in the manufacture of alcoholic liquor. Though the company has got the facility to blend and bottle both Indian made foreign liquor and country liquor, the concentration has been mainly on country liquor during this year also due to competitive market conditions in the IMFL segment. The Company has been making steady progress in the business of country liquor during the past five years.

Even though not much official statistics are available about the production of country liquor by various manufacturers, the data gathered from The State Excise Department shows that the company contributes about 25 to 30 % of the total Excise duty for country liquor in the whole of Maharashtra.

(B) OPPORTUNITIES, THREATS AND CONCERNS.

The Company’s products have been enjoying consistently good brand image and loyalty from the consumers for the past several years and the company enjoys virtual monopoly in country liquor in the districts of Mumbai, Thane & Palghar. It is the single largest manufacturer of country liquor in the State of Maharashtra. The company has capacity to process 13.76 crore bulk litres of country liquor per annum out of which only about 51.82 % has been utilized last year. The company is taking all possible steps to utilize the surplus capacity by extending its business to interior districts of Maharashtra taking advantage of its brand image.

Even though stringent steps have been taken by the various Government agencies, the parallel duty evaded market which eats into Company’s market share as

G. M. BREWERIES LIMITED

well as Government’s revenue continues to be the main threat to the Company. The company continues to make representations at various levels of the Government to take effective steps to curb the illicit market in the interest of the industry, revenue of the state as well as the public health.

The Company has been facing difficulty also due to very high levels of taxation and frequent changes in laws. In fact the exorbitant rate of taxation is one of the factors, which breeds duty evasion. The high level of fluctuations in the prices of its main raw material namely Rectified Spirit and as well as acute shortage in the availability of Spirit are the constraints faced by the Company during the past several years. In the recent past company also faces the problem of exercise of concurrent and parallel jurisdiction by more than one government agency like the State Excise Department, Legal Metrology Department and Food and Drugs Administration Department (FDA) which are conflicting in nature.

To overcome the problem of shortage, wide price fluctuation and heavy breakages in glass bottles, the Company has started marketing all sizes of country liquor in PET bottles which has gained wide acceptance from the consumers. However, during the last year the company faced the problem of sudden spurt in the prices of PET bottles due to increase in petroleum prices in the international market and fluctuation in exchange rates. During the year under review about 63.77% of the company’s total sale consisted of PET bottles.

The government of Maharashtra through a notification has banned use of PET bottles for filling alcoholic liquor with effect from April 01, 2016. Various trade bodies of the industry have filed writ petitions in the Hon. Bombay High Court challenging the legality of the notification. The Hon. Bombay High Court has admitted the writ petitions and granted interim stay in the matter. As Company’s all bottling lines have been designed to handle both glass and PET bottles final outcome in the matter will not have any impact on the manufacturing operations of the company.

As a part of its endeavour to conserve nation’s precious natural resources, by minimizing the use of power generated from conventional sources, the company has installed and commissioned solar power plant with total capacity of 825KWp (KWp = Kilowatt Peak) with net metering facility which can generate about 12 lakh units per annum under ideal conditions. Apart

from tax benefits this has resulted in substantial reduction in the cost of power consumed.

(C)OUT LOOK

Barring the aforesaid deterrents, the company does not foresee any major threats to its growth and market share in the coming years. The existing capacity should take care of the company’s requirement at least for the next Five years and the Company does not foresee any technological obsolescence for its products.

(D) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has engaged the services of an independent Chartered Accountant to carry out the internal audit and ensure that recording and reporting are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system. The system also ensures that all transactions are appropriately authorised, recorded and reported. Exercises for safeguarding assets and protection against unauthorised use are undertaken from time to time. The company has also installed an extensive CCTV Surveillance system to cover the entire factory premises which is being upgraded on a regular basis. All these measures are continuously reviewed by the management and as and when necessary improvements are effected.

(E) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance during the year under reference has been reasonably good in all respects. The company could achieve respectable growth in terms of turnover as well as profits in spite of high prices of Raw Material and Packing Materials.

(F) CORPORATE SOCIAL RESPONSIBILITY.

The company has fully complied with the mandatory norms prescribed for contributions towards corporate social responsibility.

(G) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

As on March 31, 2019 the company had 176 permanent employees at its manufacturing plant and administrative office.

36th Annual Report 2018-2019

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

The company has provided rent free accommodation to all its staff & workers adjacent to the factory premises of the company. The company enjoyed excellent relationship with workers and staff during the last year.

Cautionary Statement

The statements in the “Management Discussion and Analysis Report” section describes the Company’s objectives, projections, estimates, expectations and predictions, which may be “forward looking statements” within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

G. M. BREWERIES LIMITED

BALANCE SHEET AS AT MARCH 31, 2019 (Rs. in Lacs) Notes As at As at March 31, 2019 March 31, 2018 ASSETS Non Current Assets a) Property, Plant and Equipment 1 6,716.87 6,566.18 b) Capital Work- In- Progress 2 4,767.49 6,359.51 c) Investment Property 3 7,230.11 4,516.50 d) Other Intangible Assets 4 1.49 2.70 e) Financial Assets - Non Current Investments 5 16,278.20 10,768.85 - Other Non Current Financial Assets 6 1,931.46 1,801.68 f) Non Current Tax Assets (Net) 7 89.20 - g) Other non-current assets 8 1,062.66 560.66
Total Non Current Assets 38,077.48 30,576.08
Current Assets a) Inventories 9 1,774.34 1,162.06 b) Financial Assets - Trade receivables 10 213.41 87.40 - Cash and cash equivalents 11 51.66 205.04 - Other Bank Balances 12 60.29 842.81 c) Other Current Assets 13 2,177.14 2,209.39
Total Current Assets 4,276.84 4,506.70
Total Assets 42,354.32 35,082.78
EQUITY AND LIABILITIES Equity a) Equity Share Capital 14 1,828.60 1,463.05 b) Other Equity 15 34,853.45 27,664.95
Total Equity 36,682.05 29,128.00
Liabilities Non Current Liabilities Deferred Tax Liabilities 415.28 465.43 Other non current liabilities 23.40 23.40
Total Non Current Liabilities 438.68 488.83 Current Liabilities a) Financial Liabilities - Trade payables 450.45 500.23 - Other Current financial liabilities 16 104.50 128.60 b) Other Current Liabilities 17 4,620.57 4,628.67 c) Provisions 58.07 57.42 d) Current Tax Liabilities (Net) - 151.03
Total Current Liabilities 5,233.59 5,465.95
Total Liabilities 5,672.27 5,954.78
Total Equities and Liabilities 42,354.32 35,082.78
Notes forming part of the financial 1 to 38 For & on behalf of Board of Directors statements & Standard Accounting Policies 1 & 2 G M Breweries Limited CIN: L15500MH1981PLC025809 As per our report of even date attached Chairman & Managing Director Jimmy Almeida For Priti V. Mehta & Company Wholetime Director Jyoti Almeida Chartered Accountants Firm’s registration Number :129568W Wholetime Director Kiran Parashare Priti V. Mehta Proprietor Chief Financial officer S Swaminathan Membership No.:130514 Company Secretary & Manager Accounts Sandeep Kutchhi Mumbai, April 4, 2019 Mumbai, April 4, 2019

36th Annual Report 2018-2019

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019 (Rs. in Lacs) Notes For the year ended For the year ended March 31, 2019 March 31, 2018 a) Revenue from Operations 18 170,461.34 160,516.05 b) Other Income 19 1,373.51 972.36
Total Income 171,834.85 161,488.41
Expenses a) Cost of Material Consumed 20 30,905.50 28,161.94 b) Changes in inventories of finished goods- work-in-progress and stock-in-trade 21 (232.75) (43.93) c) Employee benefits expenses 22 1,061.05 990.48 d) Excise duty, VAT & TCS recoverd on Sales 124,060.49 117,928.12 e) Finance Costs 23 7.12 3.11 f) Depreciation & amortisation expenses 733.07 598.71 g) Other Expenses 24 2,980.21 2,721.14
Total Expenses 159,514.69 150,359.57
Profit before exceptional items and tax 12,320.16 11,128.84
Exceptional Items - - Profit before tax 12,320.16 11,128.84 Tax Expense - Current Tax 4,140.00 3,850.00 - Deferred Tax (50.16) (11.05)
Total Tax Expense 4,089.84 3,838.95
Profit for the year 8,230.32 7,289.89 Other Comprehensive Income Items that will not be reclassified to statement of profit and loss Loss on fair valuation of equity shares (179.68) (93.83) Income Tax related to above item 31.39 9.38 Total Comprehensive Income 8,082.03 7,205.44 Earning per equity share: 32 [Face Value Rs. 10 each (2018: Rs. 10 each)] Basic Earnings per share 45.21 49.86 Diluted Earnings per share 45.21 49.86
Notes forming part of the financial statements & 1 to 38 For & on behalf of Board of Directors Standard Accounting Policies 1&2 G M Breweries Limited CIN: L15500MH1981PLC025809 As per our report of even date attached Chairman & Managing Director Jimmy Almeida For Priti V. Mehta & Company Wholetime Director Jyoti Almeida Chartered Accountants Firm’s registration Number :129568W Wholetime Director Kiran Parashare Priti V. Mehta Proprietor Chief Financial officer S Swaminathan Membership No.:130514 Company Secretary & Manager Accounts Sandeep Kutchhi Mumbai, April 4, 2019 Mumbai, April 4, 2019

G. M. BREWERIES LIMITED

Note 1
Property, Plant and Equipment
Leasehold
Residential &
Office
Furniture
Particulars
Freehold
land
Factory
Building
Commercial
Plant &
Com-
equip-
&
Land
deposit
Building
at Wada
Premises
Machinery
puters
ments
Fixtures
Vehicle
Total

Gross Block
Balance as at April 1, 2017
391.63 400.00
2,515.71 392.28
168.96
2,709.96 9.98
9.62
17.01
207.85 6,823.00
Additions during the year
-
-
7.65
-
105.77 764.66
3.01
-
0.55
11.25 892.89
Discarded / Disposed off during the year
-
-
-
-
(128.97)
-
-
-
-
-
(128.97)
Balance as at March 31,2018
391.63 400.00
2,523.36 392.28
145.76
3,474.62 12.99
9.62
17.56
219.10
7,586.92
Balance as at April 1, 2018
391.63 400.00
2,523.36 392.28
145.76
3,474.62 12.99
9.62
17.56
219.10 7,586.92
Additions during the year
-
-
40.12
-
-
299.34
-
-
-
395.09
734.55
Discarded / Disposed off during the year
-
-
-
-
-
-
-
-
-
(167.99)
(167.99)
Balance as at March 31,2019
391.63 400.00
2,563.48 392.28
145.76
3,773.96 12.99
9.62
17.56
446.20 8,153.48
Accumulated Depreciation
Balance as at April 1, 2017
-
- 117.85 23.04
- 300.18 1.68
3.68
6.75
51.18
504.36
Depreciation for the year
-
-
117.93 23.04
- 308.97 1.73
2.92
7.12
54.67
516.38
Accumulated depreciation on
Discarded / Disposals
Balance as at March 31,2018
-
-
235.78
46.08
-
609.15 3.41
6.60
13.87
105.85 1,020.74
Balance as at April 1, 2018
-
-
235.78
46.08
-
609.15 3.41
6.60
13.87
105.85 1,020.74
Depreciation for the year
118.62
23.04
-
345.92 1.39
2.12
3.66
80.71 575.46
Accumulated depreciation on
-
-
-
-
-
-
-
-
-
(159.59) (159.59)
Discarded/ Disposals
Balance as at March 31,2019
-
-
354.40
69.12
-
955.07 4.80
8.72
17.53
26.97 1,436.61
Net Carrying Amount
Balance as at March 31,2018
391.63 400.00
2,287.58 346.20
145.76
2,865.47 9.58
3.02
3.69
113.25 6,566.18
Balance as at March 31,2019
391.63 400.00
2,209.08 323.16
145.76
2,818.89 8.19
0.90
0.03
419.23 6,716.87

36th Annual Report 2018-2019

Note 2 - Capital Work In Progress
Particulars	As at As at March 31,2019 March 31,2018
Opening Capital Work In Progress Additions Capitalised in Investment Properties Capitalised in PPE Closing Capital Work In Progress	6,359.51 7,612.86 1,190.28 708.17 (2,615.45) (1,167.94) (166.85) (793.58)
	4,767.49 6,359.51
Note 3 - Investment Property
Particulars	As at As at March 31,2019 March 31,2018
Investment in Land Investment in Property Gross Carrying Amount Opening Gross carrying amount/Deemed cost Additions Sale Closing Gross carrying amount Accumulated Depreciation Opening Accumulated Depreciation Depreciation Charge Closing Accumulated Depreciation Net Carrying Amount Total Investmentproperty	1,565.43 1,093.20 3,423.30 2,371.39 2,615.45 1,167.94 (101.63) - 5,937.123,539.34 116.04 34.82 156.40 81.22 272.44 116.04 5,664.683,423.30
	7,230.11 4,516.50
Note 4 - Intangible Assets Particulars Software Gross Block Balance as at April 1, 2017 3.28 Additions during the year 0.59 Discarded/ Disposed off during the year - Balance as at March 31,2018 3.87 Balance as at April 1, 2018 3.87 Additions during the year - Discarded/ Disposed off during the year - Balance as at March 31,2019 3.87 Accumulated Depreciation Balance as at April 1, 2017 0.09 Depreciation for the year 1.08 Accumulated depreciation on discarded/ Disposals - Balance as at March 31,2018 1.17 Balance as at April 1, 2018 1.17 Depreciation for the year 1.21 Accumulated depreciation on discarded/ Disposals - Balance as at March 31,2019 2.38 Net Carrying Amount Balance as at March 31,2018 2.70 Balance as at March 31,2019 1.49

G. M. BREWERIES LIMITED

Note 5 -Non Current Investment

Note 5 -Non Current Investment
Particulars	As at As at March 31, 2019 March 31, 2018
Investments in mutual funds Investments in Tax free Bonds Investment in Preference Shares Investment in Equity Shares Total Non Current Investments	2,795.41 2,217.67 9,379.17 4,372.60 3,722.99 3,224.50 380.63 954.08
	16,278.20 10,768.85

Note 6 - Other Non Current Financial Assets

Particulars	As at As at March 31, 2019 March 31, 2018
Fixed Deposit - For more than twelve months Security Deposit Total Other Non Current Financial Assets	1,917.64 1,787.86 13.82 13.82
	1,931.46 1,801.68

Note 7 - Non Current Tax Assets (Net)

Particulars	As at As at March 31, 2019 March 31, 2018
Advance Income Tax (Net) Total Non Current Tax Asset (Net)	89.20 -
	89.20 -

Note 8 - Other Non Current Assets

Particulars	As at As at March 31, 2019 March 31, 2018
Capital Advances Deposit Against Demand in Dispute Total Other Non Current Assets	628.12 126.12 434.54 434.54
	1,062.66 560.66

Note 9 - Inventories

Note 9 - Inventories
Particulars	As at As at March 31, 2019 March 31, 2018
Stock-in-trade as per Inventories taken Valued & Certified by the Management - Raw Material & Packing Materials - Stock in Process ( Work in Progress) - Stock of Finished Goods - Stock of Stores & Spares Total Inventories	995.83 605.31 442.03 398.13 291.02 102.17 45.46 56.45
	1,774.34 1,162.06

1) Stock of Raw Materials and Packing Material : At cost Including Local Taxes (Net of Setoff) or net realisable value whichever is lower

2) Stock in Process : At cost or net realisable value, whichever is lower

3) Stock of Finished Goods: At cost or net realisable value, whichever is lower

36th Annual Report 2018-2019

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|---|---|---|
|NOTE 10 - Trade Receivables|
|Particulars|As at|As at|
|March 31, 2019|March 31, 2018|
|(Unsecured, considered good)|
|Debts outstanding for a period exceeding six Months|- -|
|Other Debts|213.41 87.40|
|Total Trade Receivables|213.41 87.40|

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NOTE 11 - Cash and Cash Equivalents

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||||
|---|---|---|
|Particulars|As at|As at|
|March 31, 2019|March 31, 2018|
|Cash-on-hand|43.02 55.89|
|Balances with Bank|
|In Current Accounts|7.27 104.43|
|In Deposits Accounts (With original maturity of 3 mths or less)|1.37 44.72|
|Total Cash & Cash Equivalents|51.66 205.04|

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NOTE 12 - Other Bank Balances

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||||
|---|---|---|
|Particulars|As at|As at|
|March 31, 2019|March 31, 2018|
|On unpaid dividend account|50.02 45.53|
|Bank Deposits due to mature after 3 months of original maturity|
|but within 12 months of the reporting date|10.27 797.28|
|Total Other Bank Balances|60.29 842.81|

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NOTE 13 - Other Current Assets

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||||
|---|---|---|
|Particulars|As at|As at|
|March 31, 2019|March 31, 2018|
|Prepaid Expenses|1,013.30 800.74|
|Staff Advance|19.35 25.82|
|Advances for expenses|30.00 -|
|Advances for rawmaterials|189.68 147.90|
|Other current assets|924.81 1,234.93|
|Total Other Current Asstes|2,177.14 2,209.39|

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G. M. BREWERIES LIMITED

NOTE 14 - Equity Share Capital

NOTE 14 - Equity Share Capital
Particulars	As at As at March 31, 2019 March 31, 2018
Authorised 6,00,00,000 Equity Shares of Rs.10/- each 6,000.00 6,000.00 1,00,00,000 Unclassified Shares of Rs.10/- each 1,000.00 1,000.00 7,000.00 7,000.00 Issued, Subscribed and Paid-up : 1,82,77,538 Equity Shares of Rs.10/- each fully paid 1,827.75 1,462.20 (1,46,22,031 Equity Shares of Rs.10/- each fully paid) Add : Shares forfeited 0.85 0.85 1,828.60 1,463.05	6,000.00 6,000.00 1,000.00 1,000.00
	7,000.00 7,000.00
	1,828.60 1,463.05

a) There are No (Previous year - No) rights, preference and restriction attaching to each class of shares including restriction on the distribution of dividend and the repayment of capital.
b) There are nil number of shares (Previous year Nil) in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiary or associates of the holding company or the ultimate holding company in aggregate.
c) Shares in the company held by each shareholders holding more than 5% shares

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Name of the Shareholder As at As at
March 31,2019 March 31,2018
Shri. Jimmy Almeida 1,12,88,163 9,030,531
Almeida Holdings Private Limited 19,52,238 1,561,791
d) There are nil number of shares ( Previous year Nil) reserved for issue under option and contracts/commitment for
the sale of shares/disinvetment including the terms and amounts.
e) For the period of five years immediately preceding the date as at which the balance sheet is prepared
Particulars As at As at
March 31, 2019 March 31, 2018
Aggregate number and class of shares allotted as fully paidup
pursuant to contract(s) without payment being received in cash Nil Nil
Aggregate number and class of shares allotted as fully paidup
by way of bonus shares. 3,655,507 Nil
Aggregate number and class of shares bought back Nil Nil
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f) There are no securities (Previous year No) convertible into Equity/ Preferential Shares.
g) There are no calls unpaid (Previous year No )including calls unpaid by Directors and Officers as on balance sheet date.

36th Annual Report 2018-2019

Note 15 - Other Equity STATEMENT OF CHANGES IN EQUITY	Note 15 - Other Equity STATEMENT OF CHANGES IN EQUITY
Particulars Notes General Retained Equity Total Reserve Earnings Instruments through OCI
Balance as at April 1, 2017 6,239.00 14,759.90- 20,998.90 Profit for the year - 7,289.89 - 7,289.89 Other Comprehensive Income Loss on fair valuation of equity shares - - (93.83) (93.83) Income Tax related to above item 9.38 9.38 Total Comprehensive Income for the year - 7,289.89 (84.45) 7,205.44 Capitalised during the year in the form of bonus issue - - - Transfers - - - - Dividend paid - (527.98) - (527.98) Prior period adjustment of taxes - (11.41) - (11.41) Balance as at March 31, 2018 6,239.00 21,510.40(84.45) 27,664.95
	6,239.00 21,510.40(84.45) 27,664.95
Balance as at April 1, 2018 6,239.00 21,510.40 (84.45) 27,664.95 Profit for the year - 8,230.32 - 8,230.32 Total 6,239.00 29,740.72 (84.45) 35,895.27 Other Comprehensive Income Loss on fair Valuation of Equity Shares - - (179.68) (179.68) Income Tax related to above item - - 31.39 31.39 Total Comprehensive Income for the year 6,239.00 29,740.72 (232.74) 35,746.98 Capitalised during the year in the form of bonus issue - (365.55) - (365.55) Dividend paid - (527.98) - (527.98) Balance as at March 31, 2019 6,239.00 28,847.19(232.74) 34,853.45	6,239.00 21,510.40 (84.45) 27,664.95 - 8,230.32 - 8,230.32
	6,239.00 29,740.72 (84.45) 35,895.27 - - (179.68) (179.68) - - 31.39 31.39
	6,239.00 28,847.19(232.74) 34,853.45
NOTE 16 - Other Current Financial Liabilities
Particulars	As at As at March 31,2019 March 31,2018
Unpaid Dividends Creditors for Expenses / Assets Total Other Current Financial Liabilities	50.02 45.76 54.48 82.84
	104.50 128.60
NOTE 17 - Other Current Liabilities
Particulars	As at As at March 31,2019 March 31,2018
Statutory Liability Advance received from Customers & others Total Other Current Liabilities	4,391.81 4,309.75 228.76 318.92
	4,620.57 4,628.67
Note 18 - Revenue from Operations
Particulars	As at As at March 31,2019 March 31,2018
Net Sales Add: State Excise Duty Add: VAT ( Net of Setoff) Add: TCS Add: Scrap Sales Gross Sales	46,299.64 42,499.08 72,235.15 68,606.42 50,663.45 48,374.61 1,161.94 947.09 101.16 88.85
	170,461.34 160,516.05

G. M. BREWERIES LIMITED

NOTE 19 - Other Income

NOTE 19 - Other Income
Particulars	As at As at March 31, 2019 March 31, 2018
Intesest Income Dividend Income Net gain on sale of Investment / Assets Other non Operting Income Fair Value Gain on Mutual Funds Total Other Income	782.35 479.85 300.16 143.54 86.11 234.46 65.67 83.52 139.22 30.99
	1,373.51 972.36

NOTE 20 - Cost of Materials Consumed

NOTE 20 - Cost of Materials Consumed
Particulars	As at As at March 31, 2019 March 31, 2018
Raw Materials Consumed - Rectified Spirit Opening Stock Add : Purchases Less : Closing Stock Packing and Other Materials Consumed Opening Stock Add : Purchases Less : Closing Stock Total Cost of Material Consumed	2.87 100.69 16,565.36 15,800.33 16,568.23 15,901.02 105.55 2.87 16,462.68 15,898.15 602.44 468.46 14,730.66 12,397.77 15,333.10 12,866.23 890.28 602.44 14,442.82 12,263.79
	30,905.50 28,161.94

NOTE 21 - Changes in Inventory of Finished Goods, Work In Progress and Stock in Trade

Particulars	As at As at March 31, 2019 March 31, 2018
Opening Stock Finished Goods Work-in-process Less :Closing Stock Finished Goods Work-in-process Total Changes in Inventory of Finished Goods, Work In Progress and Stock in Trade	102.17 3.46 398.13 452.91 500.30 456.37 291.02 102.17 442.03 398.13 733.05 500.30
	(232.75) (43.93)

36th Annual Report 2018-2019

NOTE 22 - Employee Benefit Expenses

NOTE 22 - Employee Benefit Expenses
Particulars	As at As at March 31, 2019 March 31, 2018
Salaries & Wages Bonus to Staff & Workers Contribution to Provident & other Funds Employees Welfare Total Employee Benefit Expenses	887.30 848.80 24.22 30.27 75.07 39.71 74.46 71.70
	1,061.05 990.48
NOTE 23 - Finance Costs
Particulars	As at As at March 31, 2019 March 31, 2018
Interest on Overdraft Bank Charges Total Finance Costs	6.19 2.25 0.93 0.86
	7.12 3.11
Note 24 - Total Other Expenses
Particulars	As at As at March 31, 2019 March 31, 2018
Stores & Spares Consumed Repairs & Maintenance - Plant & Machinery - Building - Others Excise Supervision Charges Power & Fuel Rent, Rates & Taxes LBT Charges Licence Fees Legal and Professional Charges Legal Expenses Postage, Telephone and Telegram Expenses Printing & Stationery Insurance Directors Remuneration Travelling & Conveyance Donation Vehicle Expenses Sales Promotion, Advertisement and Publicity CSR expenses Auditors Remuneration - Audit Fees - Tax Audit Fees - Taxation Matters - Other Matters Miscellaneous Expenses Total Other Expenses	48.89 46.73 69.88 13.51 95.58 101.19 223.15 210.69 19.37 19.19 67.34 73.12 273.55 250.86 - 114.38 774.17 565.16 118.87 97.10 14.18 12.88 7.53 8.30 10.51 9.81 44.79 38.42 230.80 212.40 16.10 16.03 307.71 344.80 398.62 367.34 2.44 2.41 178.20 134.42 7.08 7.08 7.08 7.08 7.08 7.08 3.54 3.54 53.75 57.62
	2,980.21 2,721.14

G. M. BREWERIES LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019.

1. Company overview

G. M. Breweries Limited (“the Company”) is a public company incorporated in India. The Company is primarily engaged in the manufacturing of country liquor.

2. Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of Preparation:

(i) Compliance with Ind AS

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

(ii) Historical cost convention

The financial statements have been prepared on an accrual basis and under the historical cost convention except certain financial assets and liabilities are measured at fair value (refer accounting policy regarding financial instruments).

(iii) Classification of assets and liabilities

The classification of assets and liabilities into current and non-current, wherever applicable, are based on normal operating cycles of business activities of the Company, which is twelve months.

2.2 Summary of Significant Accounting Policies:

(a) Property, Plant and Equipment:

Freehold land is carried at historical cost. All other items of Property, plant and equipment are shown at cost, less accumulated depreciation and impairment, if any. The cost of an item of property, plant and equipment comprises its cost of acquisition inclusive of inward freight, import duties, and other nonrefundable taxes or levies and any cost directly attributable to the acquisition / construction of those items; any trade discounts and rebates are deducted in arriving at the cost of acquisition.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to statement of profit or loss during the reporting period in which they are incurred.

Gain or losses arising on disposal of property, plant and equipment are recognised in profit or loss.

(b) Capital Work in Progress

Property, plant and equipment under construction are disclosed as capital work in progress.

(c) Depreciation and amortisation:

Depreciation has been provided based on useful life assigned to each asset in accordance with Schedule II of the Companies Act, 2013. The residual values are not more than 5% of the original cost of the asset.

(d) Impairment of assets

At the date of balance sheet, if there are indications of impairment and the carrying amount of the cash generating unit exceeds its recoverable amount (i.e. the higher of the fair value less costs of disposal and value in use), an impairment loss is recognised. The carrying amount is reduced to the recoverable amount and the reduction is recognised as an impairment loss in the profit or loss. The impairment loss recognised in the prior accounting period is reversed if there has been a change in the estimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value of the impaired asset over its remaining useful life.

36th Annual Report 2018-2019

(e) Inventories:

The cost of various categories of inventory is determined as follows:

Raw material and Packing Materials	At cost including local taxes (Net of set off) or net realizable value whichever is lower
Stock in Process , Stock of finished goods, Consumables,Stores and Spares	At cost or Net realizable value whichever is lower
Scrap	At Net Realisable Value

Cost of raw material and packing materials are determined using first in first out (FIFO) method. Costs of finished goods and stock in process include cost of raw material and packing materials, cost of conversion and other costs incurred in bringing the inventories to the present location and condition.

(f) Employees Retirement Benefits:

(a) Defined Contribution Plans.

The Company has Defined Contribution Plan post employment benefit in the form of provident fund for eligible employees, which is administered by Regional Provident Fund Commissioner; Provident fund is classified as Defined Contribution Plan as the Company has no further obligation beyond making the contributions. The Company’s contributions to defined Contribution Plans are charged to the Profit and Loss Account as and when incurred.

(b) Defined Benefit Plan.

The Company has Defined Benefit Plan for post employment benefit in the form of Gratutity for eligible employees, which is administered through a Group Gratuity Policy with Life Insurance Corporation of India (L.I.C). The Liability for the above Defined Benefit Plan is provided on the basis of an actuarial valuation as carried out by L.I.C. The actuarial method used for measuring the liability is the Projected Unit Credit Method.

(d) The Company does not have policy of leave encashment and hence there is no liability on this account. Refer to additional note no. 36

(g) Revenue recognition:

Revenue is measured at the fair value of the consideration received or receivable. Gross Sales are inclusive of State Excise duty, MVAT, and Net of returns, Claims, and Discount etc.

The Company recognizes sale of goods when the significant risks and rewards of ownership are transferred to the buyer, which is usually when the goods are loaded in party’s vehicle and are ready for dispatch after clearance from excise officials at the factory.

Interest Income is accounted on accrual basis and dividend income is accounted on receipt basis.

Fixed deposit interest is accounted as per statement/documents issued by banks inclusive of related tax deducted at source.

(h) State Excise Duty/GST:

State Excise duty payable on finished goods is accounted for on clearance of goods from the Factory. Company’s products do not attract any GST.

(i) Brand Development:

The Company had incurred expenses on brand development of various products. The expenses were accounted as per prevailing Industry practices.

(j) Value Added Tax (VAT):

VAT payable of finished goods is accounted net of setoff i.e. VAT payable on finished goods less VAT paid on Raw Materials (Rectified Spirit).

(k) Taxes on Income:

Provision is made for income tax liability estimated to arise on the results for the year at the current rate of Tax in accordance with Income Tax Act, 1961.

G. M. BREWERIES LIMITED

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively

Deferred Tax arising on account of depreciation is recognised only to the extent there is a reasonable certainty of realisation.

(l) Expenses:

Currently liquor for human consumption is outside the scope of GST and consequently certain input tax paid by the company are not fully available for input tax credit. Thus, this input tax is paid currently are being expensed out in the books of accounts.

(m) Provisions, Contingent liabilities and contingent assets:

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably.

All known Liabilities, wherever material, are provided for and Liabilities, which are disputed, are referred to by way of Notes on Accounts.

(n ) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(o) Earnings Per Share:

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares).

(p) Fair value measurement :

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

All assets and liabilities for which fair value is measured or disclosed in the financial statement are categorised within the fair value hierarchy.

(q) Financial Instruments:

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. All the financial assets and liabilities are measured initially at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial asset and financial liabilities (other than financial assets and liabilities carried at fair value through profit or loss) are added or deducted from the fair value measured on initial recognition of financial asset or financial liability.

(r) Financial assets

Classification and Measurement

All the financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial asset (other than financial assets carried at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset.

36th Annual Report 2018-2019

Subsequent measurement of a financial assets depends on its classification i.e., financial assets carried at amortised cost or fair value (either through other comprehensive income or through profit or loss). Such classification is determined on the basis of Company’s business model for managing the financial assets and the contractual terms of the cash flows.

The Company’s financial assets primarily consists of cash and cash equivalents, trade receivables, loans to employees and security deposits etc. which are classified as financial assets carried at amortised cost.

Amortised cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a financial assets that is subsequently measured at amortised cost is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is recognised using the effective interest rate method.

Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade receivables, the Company provides for lifetime expected credit losses recognised from initial recognition of the receivables.

Derecognition of financial assets

A financial asset is derecognised only when

The Company has transferred the rights to receive cash flows from the financial asset or retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

(s) Income recognition

Interest income

Interest income is recognised at contracted rate of interest.

Dividends

Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

(t) Cash flow statement

Cash flows are reported using the indirect method, whereby profit/ loss before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing flows. The cash flows from operating, investing and financing activities of the Company are segregated

Notes on Accounts forming part of accounts

25. Investment Properties

Investment property is measured at cost.

Investment property consists of residential flats, property occupied by tenants and property occupied as tenants. The fair Market Value of Investment Property based on ready recknor rates is 61.44 crores as on March 31, 2019.

In case of property occupied by tenants, rental income earned is disclosed in the accounts.

26. Clarification regarding note pertaining to “Transport Fee Liability” mentioned in earlier years.

The Company had, along with other manufacturers of Country Liquor and IMFL in the State of Maharashtra, filed a Writ Petition in the Hon’ble Bombay High Court challenging the applicability of “Transport Fee” under Bombay Rectified Spirit (Transport in Bond) Rules 1951.

The Hon’ble Bombay high Court by its Order and Judgment dated 6th May, 2011 had allowed the Writ Petitions and set aside the levy of Transport Fee under the said Rules. The Hon’ble Bombay High Court has also directed the Government of Maharashtra to Refund the “Transport Fee” Deposited pursuant to the Interim Order. The Government is yet to Refund the deposit of “Transport Fee” made by the Company.

G. M. BREWERIES LIMITED

The State of Maharashtra has also filed a Special Leave Petition in the Hon’ble Supreme Court of India against the said Order of the Bombay High Court which is pending for admission.

27. MVAT / Income Tax

As alcoholic liquor for human consumption has been kept out of the purview of Goods and Services Tax (GST) introduced from July 01, 2017, the company’s finished product namely country liquor continues to be taxed under Maharashtra Value Added Tax (MVAT).

Under the MVAT Act in force from 1/4/2005 there is no procedure for assessment. The Company is filing monthly MVAT returns on regular basis and all dues have been paid as per the returns. The MVAT department of Government of Maharashtra has completed Audit of the company’s transactions up to the financial year 201516. The Company has also filed the audit report as required under the MVAT Act up to the financial year 201718.

The company’s Income Tax assessment has been completed up to assessment year 2016-17 and the demands raised by the department has already been paid by the company.

28. Remuneration to Directors

ion to Directors	ion to Directors	ion to Directors
(Rs. in Lacs)
Remuneration of Directors	2018-2019	2017-2018
Salary	228.00	210.00

29. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount reasonably necessary.

30. Micro Small and Medium Enterprises

The Company has called for complete information from all the vendors regarding their status as small-scale/ micro industrial undertaking. Based on information received regarding the status of the vendors there are no amounts outstanding for more than Rs.1,00,000/- for more than 30 days.

31. Related Party Disclosures

(a) List of Related Parties

(a) List of Related Parties
KeyManagement Personnel	Designation
Mr.JimmyAlmeida	Chairman & ManagingDirector
Mrs.Jyoti almeida	Whole time Director
Mr. Kiran Parashare	Whole time Director
Mr. S. Swaminathan	Chief Financial Officer
Mr. Sandeep Kutchhi	Company Secretary & Manager Accounts

(b) Details of transactions

(b) Details of transactions
Nature of transaction with Keymanagement Personnel	Amount (Rs. In Lacs)
Rent Paid to Director	208.86
Remunerationpaid to Directors	228.00
Remuneration paid to KMPs	38.47

36th Annual Report 2018-2019

32. Earnings per share

(Rs.in Lacs)

		(Rs.in Lacs)
Particulars	2018-19	2017-2018
Earnings
Profit after tax Net profit attributable to equity shareholders for calculation of basic and diluted EPS	8,230.32 8,230.32	7289.89 7289.89
Shares Weighted average number of equity shares outstanding during the year for calculation of basic and diluted EPS (in nos.)	1,82,77,538	1,46,22,031
Basic and Diluted Earnings per share (in Rs)	45.21	49.86
Nominal Value of Equity Shares (in Rs.)	10	10

33. Deferred Tax

During the year company has created and adjusted deferred tax asset against deferred tax liability of Rs.50.16 Lakhs on account of timing difference of depreciation as per Income Tax Act, 1961 & depreciation debited in the books of accounts as per the Company’s act 2013.

34. Segment Reporting:

The Company at present is engaged in the business of manufacture and sale of country liquor, which constitutes a single business segment.

35. Auditors Remuneration:

Auditors Remuneration:	Auditors Remuneration:	Auditors Remuneration:	Auditors Remuneration:
(Rs.in Lacs)
Sr. No.	Particulars	Current Year	Previous Year
1	Audit Fees	7.08	7.08
2	Tax Audit	7.08	7.08
3	Taxation Matters	7.08	7.08
4	Other Matters	3.54	3.54
	Total	24.78	24.78

G. M. BREWERIES LIMITED

36. Employees Benefits:

The company has made provisions in the accounts for gratuity base on actuarial valuation. The particulars under the AS 15 (revised) furnished below are those which are relevant and available to company for this year.

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|||||
|---|---|---|---|
|GRATUITY POLICY NO|610149|706000365|
|I|ASSUMPTION AS AT|01.03.2019|01.03.2019|
|MORTALITY RATE LIC(2006-08)|LIC(2006-08)|
|DISCOUNT RATE|7.5%|7.5%|
|WITHDRAWAL RATE|1% TO 3%|1% TO 3%|
|SALARY ESCALATION|4%|4%|
|VALUATION METHOD PROJECTED UNIT CREDIT METHOD|
|PERIOD OF ACCOUNTING|1.04.2018 TO 31.03.2019|
|II|DATA INFORMATION|ON 31.03.2019|31.03.2019|
|NUMBER OF MEMBERS|121|55|
|AVERAGE AGE|46.19|35.84|
|AVERAGE MONTHLY SALARY|12,283.06|11,641.54|
|AVERAGE PAST SERVICES|21.51|4.73|
|III RESULTS OF VALUATION|ON 31.03.2019|31.03.2019|
|(a)|PV OF PAST SERVICE BENEFIT|1,41,87,563|10,77,878|
|(b)|CURRENT SERVICE COST|5,37,361|2,01,885|
|(c)|TOTAL SERVICE GRATUITY|2,83,70,701|99,56,572|
|(d)|ACCRUED GRATUITY|11,84,15,524|17,51,386|
|(e)|LCSA|99,55,177|82,05,186|
|(f)|LC PREMIUM|38,415|15,624|
|(g)|GST @18%|6,915|2,812|
|IV|RECOMMENDED CONTRIBUTION RATE|
|(a)|FUND VALUE AS ON RENEWAL DATE|1,39,71,021|10,19,797|
|(b)|ADDITIONAL CONTRIBUTION FOR|2,16,542|58,081|
|EXISTING FUND|
|(c)|CURRENT SERVICE COST|5,37,361|2,01,885|
|V|ACTUAL (GAIN)/ LOSS ON OBLIGATION/|
|TOTAL AMOUNT CHARGED TO P&L|
|(III(F) + III(G) + IV(B) + IV(C )|7,99,233|2,78,402|

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The company has paid an amount of Rs.10,77,635/- to LIC towards both the above policies based on provisional actuarial valuation done by LIC. Any shortfall or excess based on final working by LIC would be dealt with on receipt of final valuation.

37. The company has invested a sum of Rs.5.11 Crores in IL&FS by way of preference shares and the company has received dividend on these shares for the year 2017-18. Even though IL&FS is presently undergoing a liquidity

36th Annual Report 2018-2019

crisis, the government and other public sector bodies are doing their best to infuse liquidity and resolve the matter. In view of the above the company is carrying its investments at cost.

38. The figures of the previous years have been regrouped / rearranged wherever necessary. The Figures or the previous years are given in brackets.

As per our report of even date attached For & on behalf of Board of Directors For Priti V. Mehta & Company G M Breweries Limited Chartered Accountants CIN: L15500MH1981PLC025809 Firm Registration No. 129568W Chairman & Managing Director Jimmy Almeida Wholetime Director Jyoti Almeida Priti V. Mehta Proprietor Wholetime Director Kiran Parashare Membership No. 130514 Dilip J. Diwan Chief Financial Officer S. Swaminathan Company Secretary & Manager Accounts Sandeep Kutchhi Mumbai Mumbai April 04, 2019 April 04, 2019

G. M. BREWERIES LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019 (Rs. in Lacs)	CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019 (Rs. in Lacs)	CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2019 (Rs. in Lacs)
Particulars	Current Year 2019	Previous Year 2018
A. Cash Flow from Operating Activities Net Profit before tax Adjustments for : Depreciation Finance Cost Indirect Taxes paid Dividend Received Interest Received Other Non-Operating Income Operating Profit before Working Capital Changes Adjustments for (increase)/decrease in operating assets: Trade Receivables Inventories Other Financial Assets- Non Current Other Current Assets Other Non Current Assets Adjustments for increase/(decrease) in operating liabilities: Trade Payables Other non current liabilities Other Current Liabilities Other financial liabilities - Current Cash generated from Operations Direct Taxes Paid Indirect Taxes Paid Net Cash from Operating Activities (A) Cash Flow from Investing Activities Increase/Decrease in Property, Plant and Equipment inculding Capital Advances Increase/Decrease in Investment Property Increase/Decrease in Financial Assets- Investments Redemption/ (Purchase) of Fixed Deposits Interest Received Dividend Received Other Non-Operating Income Net Cash (used in)/from Investing activities C. Cash Flow from Financing Activities Interest / financial charges Paid Dividend Paid Dividend Tax paid Net Cash (used in)/from Financing activities D. Net Changes in Cash and Cash Equivalents (A+B+C) E. Cash and Cash Equivalents at beginning of the Period F. Cash and Cash Equivalents at End of the Period	12,320.16 733.07 7.12 124060.49 (300.16) (782.35) (291.00) 135,747.33 (126.01) (612.28) (129.78) 32.25 (502.00) (49.78) - (8.10) (24.10) 134,327.53 4,140.00 124,060.49 6,127.04 317.12 (2,713.61) (5,509.35) 787.01 782.35 300.16 291 (5,745.32) (7.12) (438.66) (89.32) (535.10) (153.38) 205.04 51.66	11,128.84 598.71 3.11 117,928.12 (143.54) (479.85) (348.97) 128,686.42 (48.04) (91.98) (0.07) (1,056.34) 96.16 19.46 2.96 421.55 33.78 128,063.90 3,850.36 117,928.12 6,285.42 457.17 (1,207.30) (6,215.58) (133.00) 479.85 143.54 348.97 (6,126.35) (3.11) (438.66) (89.32) (531.09) (372.02) 577.06 205.04
As per our report of even date attached For Priti V. Mehta & Company Chartered Accountants Firm Registration No. 129568W Priti V. Mehta Proprietor Membership No. 130514 Mumbai, April 04, 2019 For & on behalf of Board of Directors G M Breweries Limited CIN: L15500MH1981PLC025809 Chairman & Managing Director Jimmy Almeida Wholetime Director Jyoti Almeida Wholetime Director Kiran Parashare Chief Financial Officer S. Swaminathan Company Secretary & Manager Accounts Sandeep Kutchhi Mumbai, April 04, 2019

36th Annual Report 2018-2019

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30 30 30 25 25 25 25 25 25 20 20 25 15 06 06
Dividend Paid (%)
Profit After Tax 8230.32 7289.89 4391.11 5831.05 1863.38 2149.68 1277.41 1383.16 2082.34 665.78 905.53 1473.10 1338.55 75.27 109.31
Tax Prov. 4089.84 3838.95 2335.71 2948.15 982.53 1114.23 818.37 704.73 1084.68 355.07 479.38 776.23 688.92 25.44 8.75
(Rs. in Lacs) Profit Before Tax 12320.16 11128.84 6733.55 8779.20 2845.91 3263.91 2095.78 2087.89 3167.02 1020.85 1384.91 2249.33 2027.47 100.71 118.06
Gross Sales
170461.34 160516.05 135665.07 125803.83 103556.47 97628.30 93880.06 87334.09 67031.70 61309.49 55110.92 50259.70 36451.47 19481.76 16434.44
Interest & Financial Charges 7.12 3.11 21.17 204.96 357.09 276.39 248.10 272.63 249.47 198.18 189.55 179.35 261.15 295.48 331.67
Total Rev. To State Govt. 122898.60 116981.03 98143.91 89846.38 72822.72 68764.26 65104.17 61635.94 43868.87 39345.00 34137.49 31676.29 20970.55 12307.08 11002.25
Sales Tax Pd. 50663.45 48374.61 37246.39 33050.23 20902.34 19663.44 18485.73 17554.53 11701.93 9874.36 7416.40 7089.95 4743.55 3258.33 2745.62
State Excise Duty Pd. 72235.15 68606.42 60897.52 56796.15 51920.38 49100.82 46618.44 44081.41 32166.94 29470.64 26721.09 24586.34 16227.00 9048.75 8256.63
Current Assets 4276.84 4506.70 5771.76 6071.80 3986.18 6933.74 5604.89 5607.09 6031.39 4021.11 1647.03 1631.42 3316.52 1761.63 1569.49
Gross Fixed Assets # 6716.87 6566.18# 13208.01 12892.75 13079.73 13751.45 12298.46 11706.42 11741.33 9903.58 9614.80 8504.03 5921.63 4985.29 4710.52
Total Liabilities 5672.27 5954.78 5519.14 4554.83 7493.46 10155.76 8479.71 7995.10 4870.13 4007.62 3301.90 3141.46 4367.54 3882.44 3596.72
Contingent Liabilities Nil 824.43 824.43 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Current 5233.59 5465.95 5519.14 4554.83 4289.04 7302.55 6198.38 5488.55 1904.44 2162.28 1844.38 1688.45 2050.55 1841.39 1361.40
Liabilities
FINANCIAL HIGHLIGHTS FOR THE PAST 15 YEARS
Bank Secured Borrow. Nil Nil Nil Nil 3204.42 2853.21 2281.33 2506.55 2965.69 1839.79 1457.52 1453.01 2316.99 2041.05 2235.32
Total Own Funds 36682.05 29128.00 21961.39 18098.28 12619.19 11450.62 9572.84 8567.33 7456.98 5626.77 5185.77 4544.51 2398.88 1444.91 1435.62
&
Reserves Surplus 34853.45 27664.95 20498.34 16927.65 11448.58 10513.96 8636.18 7630.67 6520.32 4690.11 4249.11 3607.85 1462.22 508.25 498.96
Share Capital 1828.60 1463.05 1463.05 1170.61 1170.61 936.66 936.66 936.66 936.66 936.66 936.66 936.66 936.66 936.66 936.66
Year
2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2006 2005 2004
Proposed, # Net Fixed Assets as per Ind AS Note 1 : Regrouping has been done whereever required to make comparision with the previous year figures. Note 2 : The company had proposed / declared Bonus in the ratio of 1:4 in the years 2014, 2016 and 2018.
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G. M. BREWERIES LIMITED

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NOTES
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36th Annual Report 2018-2019
Map showing location of
the venue of
36th Annual General Meeting
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Vows Banquet
(Joshi’s
Kohinoor Hall)
63
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G. M. BREWERIES LIMITED

Regd. Office : Ganesh Niwas, S. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.

PROXY FORM

36th Annual General Meeting - May 14, 2019

_No. of Shares held _______

_Regd. Folio No. ___ D. P. ID No.___ Client ID No._____

_I/We________ of _____

being a Member/Members of _G. M. BREWERIES LTD. hereby appoint _________

___ of ____ as my/our_ proxy to vote for me/us on my/our behalf at the ANNUAL GENERAL MEETING of the Company to be held on Tuesday, May 14, 2019 and at any adjournment there of.

Signed on this __________ day of ____________ 2019

Note :

The proxy form duly completed should be deposited at the Registered office of the Compay not less than forty eight hours before the time fixed for holding this meeting.

Affix Revenue Stamp Signature

--------------------------------------------------------------------------------------------------------------------------------------------

G. M. BREWERIES LIMITED

Regd. Office : Ganesh Niwas, S. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025.

ATTENDANCE SLIP

36th Annual General Meeting - May 14, 2019

I hereby record my presence at the THIRTY SIXTH ANNUAL GENERAL MEETING of the Company held at Vows Banquet (Joshi's Kohinoor Hall), 3rd Floor, S. Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025. on Tuesday, May 14, 2019 at 11.30 a.m.

_Full Name of the Member (in BLOCK LETTERS) _________

_Regd. Folio No.______

_DP ID No. ________

_No. of Shares held___ Client ID No.___

_Full name of the Proxy (in BLOCK LETTERS) ____________

_Member's / Proxy's Signature ______________

AI assistant

G.M. Breweries Ltd. — Annual Report 2019

59354_rns_2019-05-17_59217632-4573-47c9-940b-88548746b364.pdf

G. M. BREWERIES LIMITED 36th Annual Report 2018-2019

G. M. BREWERIES LIMITED

BOARD OF DIRECTORS

Chief Financial Officer

Company Secretary & Manager Accounts

Auditors

Bankers

Factory

Share Transfer Agent

Regd. Office

NOTICE

Ordinary Business:

Special Business:

G. M. BREWERIES LIMITED

NOTES: -

PROCESS FOR MEMBERS OPTING FOR E-VOTING

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 5 AND 6 :

G. M. BREWERIES LIMITED

36th Annual Report 2018-2019

G. M. BREWERIES LIMITED

Annexure A to the notice

Instructions for the voting through electronic means

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

G. M. BREWERIES LIMITED

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

General Guidelines for shareholders

G. M. BREWERIES LIMITED

DIRECTORS' REPORT TO THE MEMBERS

Financial Results:

OPERATIONAL REVIEW:

DIVIDEND:

SHARE CAPITAL:

FINANCE:

FIXED DEPOSITS:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

CONSERVATION OF ENERGY:

TECHNOLOGY ABSORPTION:

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

INDUSTRIAL RELATIONS:

DIRECTORS:

G. M. BREWERIES LIMITED

BOARD EVALUATION:

REMUNERATION POLICY:

MEETINGS:

DIRECTOR'S RESPONSIBILITY STATEMENT:

RELATED PARTY TRANSACTIONS:

SUBSIDIARY COMPANIES:

CODE OF CONDUCT:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

PREVENTION OF INSIDER TRADING:

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

AUDITORS:

G. M. BREWERIES LIMITED

SECRETARIAL AUDIT:

ANNUAL RETURN:

BUSINESS RISK MANAGEMENT:

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

ACKNOWLEDGEMENTS:

G. M. BREWERIES LIMITED

Annexure A to Boards Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

CSR policy is stated herein below:

Web Link:

http://gmbreweries.com/images/CSR%20Policy.pdf

2. Composition of CSR committee

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above)

5. Details of CSR spend for the financial year :

36th Annual Report 2018-2019

Compliance with Code of Conduct

G.M. Breweries Ltd. Annual Report 2019