United Breweries Ltd. — Annual Report 2020

Jul 6, 2020

July 06, 2020

To,

1. The Secretary-Listing Department 2. The Manager-Listing Department Mumbai – 400 023 Mumbai – 400 051 Scrip Code: 532478 Symbol: UBL

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot C/1, 'G' Block Dalal Street, Fort Bandra-Kurla Complex, Bandra (East)

Dear Sir,

Sub: Disclosure of Related Party Transactions on a Consolidated basis

Pursuant to Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, we are submitting herewith disclosure of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results for the financial year ended March 31, 2020.

Kindly take a note of the same.

Thanking You

Yours faithfully, For UNITED BREWERIES LIMITED

GOVIND IYENGAR Senior Vice President – Legal & Company Secretary

Encl: As above

Notes to the Consolidated Ind AS financial statements for the year ended March 31, 2020 (All amounts in Indian Rupees Lakhs, except as otherwise stated)

38. Related party disclosures

A. Name of related parties and related party relationships

Related parties under Ind AS 24 with whom transactions have taken place :

Associate	:	Kingfisher East Bengal Football Team Private Limited ('KEBFTPL')
Enterprises having significant influence	:	Scottish & Newcastle India Limited, UK ('SNIL')
Key management personnel (KMP)	:	Mr. Shekhar Ramamurthy, Managing DirectorMr. Berend Cornelis Roelof Odink, Chief financial officer (effective August 15, 2019)Mr. Steven Bosch, Director and CFO (till December 31, 2018)Mr. P A Poonacha, Senior Vice-President Finance & Accounts - CFO (effective January 1, 2019 till August 14, 2019)
Enterprises over which investing parties or KMP havesignificant influence	:	Heineken UK Limited ('HUL'), holding company of SNILHeineken International B.V. ('HIBV')Heineken Brouwerijen B.V. ('HBBV')Heineken Supply Chain B.V. ('HSCBV')Heineken Asia Pacific Pte. Ltd. ('HAPPL')Heineken Asia Pacific Export Pte. Ltd. ('HAPEP')Heineken Asia Pacific Beverages Pte. Ltd. ('HAPBPL')Heineken Ceska Republika ('HCR')Amstel Brouwerijen B.V. ('Amstel')Force India F1 Team Limited, UK ('Force India')DB Breweries Limited ('DBL')DBG (Australia) Pty Limtied ('DBG')Kingfisher Beer Europe Limited ('KBE')
Employee benefits trusts	:	UBL Gratuity Fund TrustUnited Breweries Limited Provident Fund Trust ( "UBL Provident Fund Trust")United Breweries Superannuation Fund ("UBL Superannuation Fund")
Additional related parties as per the Companies Act, 2013 with whom transactions have taken place:
Directors	:	Mr. A K Ravi NedungadiMr. Stephan GerlichMrs. Kiran Majumdar ShawMr. Madhav BhatkulyMr. Sunil AlaghMr. Christiaan August J Van SteenbergenMr. Rudolf Gijsbert Servaas Van Den Brink (effective November 14, 2018)Mr. Chugh Yoginder Pal (till September 3, 2019)Mr. Chhaganlal Jain (till September 3, 2019)Mr. Frans Erik Eusman (till November 14, 2018)

The Securities and Exchange Board of India vide its order dated January 25, 2017 restrained Dr. Vijay Mallya from holding position as Director or Key Managerial Person of any listed company. Pursuant to the decision of the Board at its meeting held on July 4, 2017, the Holding Company had communicated on July 6, 2017 to Dr. Mallya and his associate companies (promoters of the Company) to nominate a director on the Board in his place in terms of the Articles of Association of the Holding Company. Further, pursuant to the decision of the Board at its meeting held on August 10, 2017, the Holding Company carried out necessary filings with the Registrar of Companies, Karnataka (ROC) and Stock Exchanges notifying Dr. Mallya's cessation from holding the position of director in the Holding Company. The applicable form relating to cessation of directorship has since been approved by the ROC.

Director of subsidiary	:	Ms. Kanta Labroo
Key management personnel (KMP):	:	Mr. Govind Iyengar, Senior Vice-President Legal and Company Secretary
Body corporate/Private companies whose Board ofdirectors is accustomed to act in accordance withadvise, directions or instructions ofdirectors/members (included in 'Others' below)	:	United Breweries (Holdings) Limited ('UBHL')*United Breweries International (UK) Limited, UK ('UBIUK')H. Parson Private Limited ('HPPL')

*The Karnataka High Court has ordered winding up of UBHL on February 7, 2017.

Notes to the Consolidated Ind AS financial statements for the year ended March 31, 2020 (All amounts in Indian Rupees Lakhs, except as otherwise stated)

B. Transactions with related parties during the year along with balances as at year end:

		Associate		Enterprises havingsignificant influence		Directors, KMP & theirrelatives		Enterprises over whichinvesting parties orKMP have significantinfluence		Others
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
a) Transactions during the year	2020	2019	2020	2019	2020	2019	2020	2019	2020	2019
Sale of products (net)HPPL	-	-	-	-	-	-	-	-	4,847.00	5,380.00
	-	-	-	-	-	-	-	-	4,847.00	5,380.00
Royalty income
KBE	-	-	-	-	-	-	83.00	44.00	-	-
DBL	-	-	-	-	-	-	53.00	-	-	-
DBG	-	-	-	-	-	-	10.00	-	-	-
UBIUK	-	-	-	-	-	-	-	-	-	11.00
HPPL	-	-	-	-	-	-	-	-	-	2.00
	-	-	-	-	-	-	146.00	44.00	-	13.00
Purchase of materials
HAPEP	-	-	-	-	-	-	867	-	-	-
HAPBPL	-	-	-	-	-	-	23	-	-	-
HAPPL	-	-	-	-	-	-	-	110	-	-
HSCBV	-	-	-	-	-	-	6	12	-	-
	-	-	-	-	-	-	896	122	-	-
Sales promotion expenses
KEBFTPL	-	58	-	-	-	-	-	-	-	-
HPPL	-	-	-	-	-	-	-	-	15	122
	-	58	-	-	-	-	-	-	15	122
Rent expense
UBHL	-	-	-	-	-	-	-	-	96	144
	-	-	-	-	-	-	-	-	96	144
Technical service fees
HIBV	-	-	-	-	-	-	600	600	-	-
	-	-	-	-	-	-	600	600	-	-
Royalty paid
HBBV	-	-	-	-	-	-	558	604	-	-
Amstel	-	-	-	-	-	-	267	64	-	-
	-	-	-	-	-	-	825	668	-	-
Consultancy fees paid
HSCBV	-	-	-	-	-	-	139	89	-	-
KBEHIBV	--	--	--	--	--	--	2814	--	--	--
	-	-	-	-	-	-	181	89	-	-
Reimbursements received
HAPEP	-	-	-	-	-	-	4	-	-	-
UBHL	-	-	-	-	-	-	-	-	18	-
	-	-	-	-	-	-	4	-	18	-
Reimbursements paid
HIBVHPPL	--	--	--	--	--	--	234-	216-	-54	-79
	-	-	-	-	-	-	234	216	54	79

Notes to the Consolidated Ind AS financial statements for the year ended March 31, 2020 (All amounts in Indian Rupees Lakhs, except as otherwise stated)

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Remuneration paid [Refer (a) below] Mr. Shekhar Ramamurthy - - - - 1,422 1,247 - - - - Mr. Berend Cornelis Roelof Odink - - - - 379 - - - - - Mr. Steven Bosch - - - - - 354 - - - - Mr. Govind Iyenger - - - - 261 227 - - - - Mr. P A Poonacha - - - - 87 30 - - - - Ms. Kanta Labroo - - - - 36 23 - - - - - - - - 2,185 1,881 - - - - Sitting fee paid Mr. A K Ravi Nedungadi - - - - 16 18 - - - - Mr. Stephan Gerlich - - - - 12 6 - - - - Mrs. Kiran Majumdar Shaw - - - - 11 8 - - - - Mr. Madhav Bhatkuly - - - - 16 24 - - - - Mr. Sunil Alagh - - - - 21 21 - - - - Mr. Christiaan August J Van Steenbergen - - - - 12 21 - - - - Mr. Rudolf Gijsbert Servaas Van Den Brink - - - - 11 2 - - - - Mr. Chugh Yoginder Pal - - - - 10 32 - - - - Mr. Chhaganlal Jain - - - - 14 27 - - - - Mr. Frans Erik Eusman - - - - - 3 - - - - - - - - 123 162 - - - - Director Commission paid Mr. A K Ravi Nedungadi - - - - 87 109 - - - - Mr. Stephan Gerlich - - - - 87 109 - - - - Mrs. Kiran Majumdar Shaw - - - - 87 109 - - - - Mr. Madhav Bhatkuly - - - - 87 109 - - - - Mr. Sunil Alagh - - - - 87 109 - - - - Mr. Chugh Yoginder Pal - - - - 30 109 - - - - Mr. Chhaganlal Jain - - - - 30 109 - - - - - - - - 495 763 - - - - Dividend paid/accrued on equity shares SNIL - - 2,250 1,800 - - - - - - HIBV - - - - - - 613 343 - - HUL - - - - - - 212 170 - - Dr. Vijay Mallya (including joint holdings) [Refer (b) below] - - - - - - - - 534 427 UBHL [Refer (b) below] - - - - - - - - - 148 - - 2,250 1,800 - - 825 513 534 575 Contributions made UBL Gratuity Fund Trust - - - - - - - - 1,000 1,002 UBL Provident Fund Trust - - - - - - - - 2,817 2,060 UBL Superannuation Fund - - - - - - - - 670 565 - - - - - - - - 4,487 3,627 March 31, 2020 March 31, 2019 Compensation of key management personnel [Refer (a) below] Short-term employee benefits 2,185 1,881 Post-employment gratuity and medical benefits - - Termination benefits - - Share-based payment transactions - - Associate Enterprises having Others significant influence Directors, KMP & their relatives Enterprises over which investing parties or KMP have significant influence

Total compensation paid to key management personnel 2,185 1,881

Notes to the Consolidated Ind AS financial statements for the year ended March 31, 2020 (All amounts in Indian Rupees Lakhs, except as otherwise stated)

		Associate		Enterprises havingsignificant influence		Directors, KMP & theirrelatives		Enterprises over whichinvesting parties or		Others
								KMP have significant
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,	influenceMarch 31,	March 31,	March 31,
	2020	2019	2020	2019	2020	2019	2020	2019	2020	2019
b) Balances outstanding as at year end
Investment in equity shares
KEBFTPL	1	1	-	-	-	-	-	-	-	-
	1	1	-	-	-	-	-	-	-	-
Trade receivables (gross)
DBL	-	-	-	-	-	-	53	-	-	-
KBE	-	-	-	-	-	-	15	16	-	-
DBG	-	-	-	-	-	-	10	-	-	-
HPPL	-	-	-	-	-	-	-	-	-	5
	-	-	-	-	-	-	78	16	-	5
Advance received from customer
HPPL	-	-	-	-	-	-	-	-	273	-
	-	-	-	-	-	-	-	-	273	-
Security deposits (asset)
UBHL	-	-	-	-	-	-	-	-	65	65
	-	-	-	-	-	-	-	-	65	65
Trade payables
HIBV	-	-	-	-	-	-	491	522	-	-
HAPEP	-	-	-	-	-	-	365	-	-	-
HBBV	-	-	-	-	-	-	239	141	-	-
Amstel	-	-	-	-	-	-	93	15	-	-
HAPBPL	-	-	-	-	-	-	23	-	-	-
HSCBV	-	-	-	-	-	-	16	27	-	-
KBE	-	-	-	-	-	-	19	-	-	-
HAPPL	-	-	-	-	-	-	-	88	-	-
UBHL	-	-	-	-	-	-	-	-	201	211
HPPL	-	-	-	-	-	-	-	-	-	13
	-	-	-	-	-	-	1,246	793	201	224

(a) The remuneration to key managerial personnel and relatives includes reimbursements and excludes the provisions made for gratuity and compensated absences, as they are determined on an actuarial basis for the Group companies as a whole.

(b) The Holding Company had received an order dated September 30, 2015 from the Debt Recovery Tribunal, Karnataka, Bangalore (DRT) whereby the Holding Company has been directed not to pay/release amounts that may be payable with respect to shares in the Holding Company held by an erstwhile director (including his joint holdings) and United Breweries (Holdings) Limited, without its prior permission. Accordingly, the Holding Company has withheld payment of Rs. 1,534 Lakhs (net of payment of Rs. 784 Lakhs to the official liquidator of United Breweries (Holdings) Limited) relating to dividend on aforesaid shares. The Holding Company would also withhold payment of proposed dividend for the year ended March 31, 2020 on aforesaid shares, which is subject to approval by the shareholders in the ensuing annual general meeting.

Further, the Holding Company had received various orders from tax and provident fund authorities prohibiting the Holding Company from making any payments to an erstwhile director. The Holding Company has accordingly withheld payment of Rs. 45 Lakhs (net of TDS) relating to director commission and sitting fees payable to the aforesaid erstwhile director.

Terms and conditions of transactions with related parties

The transactions with related parties are made on terms equivalent to those prevailing in arm's length transaction. The outstanding receivables/payables balances are generally unsecured and interest free. There have been no guarantees provided to or received from any related party.