SABMiller Annul Report 2013

SABMiller India Limited
Annual Report 2012 - 13

Annual Report 2012-13
General Information
BOARD OF DIRECTORS
AUDIT COMMITTEE
Mr. Ari Mervis Chairman - w.e.f 7th Mar 2013

Mr. T.S.R. Subramanian
Mr. Mathew James Dunn
Mr. Paolo Alberto Francesco Lanzarotti Managing Director
Mr. Mathew James Dunn Chairman

Mr. Ari Mervis
Mr. Paolo Alberto Francesco Lanzarotti
Ms. Catherine May w.e.f 28th May 2013
Mr. Stephen Victor Shapiro w.e.f 28th May 2013
Ms. Sue Clark Upto 7th Mar 2013
Mr. Harald Graham Harvey Upto 7th Mar 2013
Directors appointed during the year

Ms. Catherine May w.e.f 28th May 2013
Mr. Stephen Victor Shapiro w.e.f. 28th May 2013
STATUTORY AUDITORS
Directors resigned during the year
Mr. Harald Graham Harvey Chairman - Upto 7th Mar 2013
Ms. Sue Clark Upto 7th Mar 2013
New Managing Director effective 1st August 2013

Mr. Grant Murray Liversage
REGISTERED OFFICE
Solitaire Corporate Park 10
Unit No. 1021, 2nd Floor
Survey No. 131 - A
Chakala, Andheri Kurla Road
Andheri (East)
Mumbai 400 093
CORPORATE OFFICE
Jalahalli Camp Road
Yeshwanthpur
Bangalore - 560022
BANKERS
Standard Chartered Bank
Royal Bank of Scotland
Citi Bank N.A.
First Rand Bank Limited
B S R & Co.
Chartered Accountants
Maruthi Info-Tech Centre
11-12/1, Inner Ring Road
Koramangala
Bangalore 560071
REGISTRAR AND
SHARE TRANSFER AGENT
Sharepro Services (India) Pvt. Ltd.
Samhita Warehousing Complex
Gala No- 52 to 56, Bldg No. 13 A-B
Near Sakinaka Telephone Exchange
Andheri Kurla Road, Sakinaka
Mumbai 400072
BREWERIES
Medak, Andhra Pradesh
Sonepat, Haryana
Bangalore, Karnataka
Aurangabad, Maharashtra
Neemrana, Rajasthan
Meerut, Uttar Pradesh
Chalakudy, Kerala
Cuttack, Orissa
Puducherry

CONTENTS
Board of Directors
Vision, Mission & Values
Company & Group Profile
Our Brands
Sustainable Development Report
11
Managing Directors Statement
16
Notice
19
Directors Report
25
Auditors Report
30
Balance Sheet
36
Statement of Profit & Loss
37
Cash Flow Statement
38
Notes to the financial statements
40
Letter on green initiative
73
Proxy form
74
Excellerate
Excel | Execute | Win

We are not sitting back on our
achievement. We have set our
sight for F14 with a clear and sound
message and strategy on how to go
about achieving greater heights without
compromising SABMiller values.

Board Of Directors
Mr. Ari Mervis

Chairman and Member of
Audit Committee
Mr. T.S.R. Subramanian

Director
Mr. Mathew James Dunn

Director & Chairman of
Audit Committee
Mr. Stephen Victor Shapiro

Director & Member of
Audit Committee
Effective 28th May 2013
Mr. Paolo Alberto Francesco

Lanzarotti
Managing Director and Member of
Audit Committee
Upto 31st July 2013
Mr. Grant Murray Liversage

Managing Director
From 1st August 2013
Ms. Catherine May

Audit Committee
Effective 28th May 2013
Ms. Sue Clark

Audit Committee
Upto 7th March 2013
Mr. Harald Graham Harvey

Chairman and Member of
Audit Committee
Upto 7th March 2013

Our Mission
To be among the 3 most admired beverage companies in

India
To own and nurture local and international brands that are

the first choice of the consumer
Accountability is clear and personal
We favour decentralised management and local autonomy,

prizing both intellectual rigour and emotional engagement
We work and win in teams
With trust and integrity, we share knowledge within the

group and encourage camaraderie
We understand and respect our customers and

consumers
Endlessly concerned with our customers needs and

perceptions, we build lasting relationships based on trust
and innovation in a changing world
Our reputation is indivisible
Fair and ethical in all our dealings, our reputation relies on

the actions and statements of every employee
Directors Report
The calibre and commitment of our employees sets us

apart, while we select and develop people for the long term
Notice
Our people are our enduring advantage
Managing Directors
Statement
Our Values and Group behaviour
Sustainable
Development Report
Our Vision
Our Brands
Our success is built upon a clear strategic direction and a shared

commitment to the companys vision, mission and values.
Company & Group

Profile
We believe that our business is not separate from society, and that
the success of SABMiller is inextricably linked to the well-being
of the wider community. Everywhere we operate, were working
to build strong local businesses that contribute to their local
economies. Thats what makes SABMiller global leaders in doing
business locally.
Vision, Mission
& Values
Vision, Mission and Values
Annual Financial
Statements

Company and Group Profile

SABMiller India Limited is the operating
entity of SABMiller Group in India. The
Company was hitherto known as SKOL
Breweries Limited and the name was
changed to SABMiller India Limited
effective 22nd June 2012 to reflect
the SABMiller Group identity in India.
SABMiller entered India in 2000 by
entering into a joint venture with Narang
Breweries Limited.
Subsequently,
the Group acquired many individual
brewing companies and in the year
2005 acquired the brewing business of
Shaw Wallace Group in India.
million hectolitres during the year 201213 representing turnover of Rs.3,348.75

Crores.
brewed with spices in four variants, a

first of its kind in India. All these brands
of beer coupled with the SABMillers
stringent global quality standards have
made them a discerning choice for
millions of consumers in India. The
growing demand for these brands
of beer has propelled the company
to cross production and sales of 5.5
SABMiller plc, London, the ultimate

holding company holds indirectly
99.43% equity in SABMiller India
Limited.
SABMiller India Gross Sales

Rs. Crores
3349
3500
The Company headquartered at

Bangalore has 10 high quality breweries
located strategically across 9 States in
India, well placed to service the markets
quickly and efficiently. Our mission is
to nurture local and international
brands that are the first choice of
the consumer and in line with
this Mission, your company has
acquired and nurtured local
brands like Haywards 5000,
Haywards 2000, Knock Out
and Royal Challenge. Other
brands being Fosters, Miller
High Life and Peroni Nastro
Azzurro are the international
brands of the SABMiller
Group which have been
introduced with many
more to follow.
3000
2783
2454
2500
2000
1500
2172
2116
FY09
FY10
1742
1349
1000
500
0
FY07
FY08
FY11
FY12
Indus Pride is an
indigenously
developed
and
brewed product
and during the
year the brand
was relaunched
Modern Brewery at Sonepat, Haryana
FY13

Vision, Mission
& Values
Company and Group Profile continued
Sustainable
Development Report
SABMiller is listed on the

London and Johannesburg
stock exchanges. The share
price of SABMiller plc on 28th
March 2013 on London Stock
Exchange was 34.64.
Managing Directors
Statement
Notice
Entrance to SABMiller House, London
SABMiller plc Sales

US$ million
26350
30000
25000
20000
21410
25302
FY09
FY10
31388
21410
18620
15000
10000
5000
0
FY07
FY08
FY11
FY12
FY13
Annual Financial
Statements
34487
35000
Directors Report
SABMiller has a rich heritage

spanning more than 115 years.
Hitherto known as South African
Breweries (SAB) was founded
in 1895 in Johannesburg,
South Africa. SAB raised first
international equity in 1996.
In 2000, SAB entered India by
acquiring Narang Breweries.
In 2002, SAB acquired Miller
Brewing Company, the second
largest brewery in the United
States by volume and changed
its name to SABMiller plc.
Upon this acquisition, SABMiller
became the second largest
brewer in the world.
In 2006, SABMiller acquired

Fosters brewing business
and brand in India. SABMiller
acquired Fosters Group of
Australia in 2011. SABMiller
has grown through a culture
of
operational
excellence,
delivering high quality products,
innovation and sustainable
growth.
Our Brands
SABMiller plc headquartered

at London is one of the worlds
leading brewers with more than
200 beer brands and about
70,000 employees in over
75 countries. SABMiller has
created leading positions in
both emerging and developed
markets across the world. For
the year ended 31st March
2013 SABMiller globally sold
306 million hectolitres of lager
and thereby clocking turnover
of US$ 34,487 million and
EBITA of US$ 6,421 million. Its
international portfolio of brands
includes premium international
beers such as Pilsner Urquell,
Peroni Nastro Azzurro, Miller
Genuine Draft and Grolsch.
SABMiller is also one of the
worlds largest bottlers of CocaCola products.
Company & Group

Profile
SABMiller plc

OUR BRANDS
India witnessed a new era in Beer during the last year with the launch of Indus Pride,
a beer brewed with spices. It got the taste buds of Indian beer consumers tingling for
more with 4 spice variants made available by SABMiller
Indians have always had a
taste for the finer things in
life, whether it is for music,
the arts or food. Indus Pride
is a tribute to this exquisite
sense of taste. It also has
the distinction of being
the first Indian beer to be
brewed with spices and the
choicest hops to create a
taste thats distinctly Indian
Available
in a bespoke 330ml
bottle, Indus Pride comes
in a range of variants
like Citrusy Coriander,
Citrusy Cardamom,
Spicy Fennel and Fiery
Cinnamon

Vision, Mission
& Values
Directors Report
Haywards 5000 continues to be the flagship

brand of SABMiller India.
Notice
The popularity of the brand over the decades

made few unscrupulous brewers copy the
numeral 5000 which are being successfully
thwarted by SABMiller India through legal
action.
Managing Directors
Statement
Haywards 5000 is the hallmark of original

and authentic strong beer which other beer
brands aspire for.
Sustainable
Development Report
Haywards 5000 perfectly combines strength

with quality credentials that meet the
high expectations of todays demanding
consumers.
Our Brands
Haywards 5000 was launched in the year

1983 and is one of the largest selling strong
beer in India. Haywards 5000 name with
its red, black and gold coloured label is
synonymous with strong beer in India.
Company & Group

Profile
HAYWARDS 5000
Annual Financial
Statements

Ever since its launch in 1984, Knock Out has evolved its brand positioning from strength
to cold refreshment to establish itself as one of the largest selling strong beer brands in the
country. Today, there are millions of consumers in the states of Karnataka, Maharashtra and
Andhra Pradesh for whom the brand has come to acquire an iconic status.
Knock Out today comes with an innovative thermochromic label (a label that changes colour
when it becomes cold) in the states of Maharashtra and Karnataka.
Knock Out is brewed in modern, state of the art breweries to ensure consistent conformance
to the highest international quality standards. Modern techniques help to ensure that the beer
is produced under hygienic conditions, free from any external impurities.

Our Brands
The brand has moved from strength to strength

since its relaunch by SABMiller and has set itself
on a growth momentum.
Company & Group

Profile
Launched in the year 1993, Royal Challenge

Premium Lager is the second largest selling mild
beer in India. Royal Challenge is brewed with the
choicest 6 row barley malt. Its long brew duration
provides it with a distinct, smooth taste and rich
flavour.
Vision, Mission
& Values
ROYAL CHALLENGE
Sustainable
Development Report
Managing Directors
Statement
Annual Financial
Statements
Royal Challenge Strong uses the highest quality barley and

the choicest hops picked from the countrys best farms. The
hops are subjected to a long brewing process along with
high quality barley malt. Through this customized process,
the brew acquires a silky smooth consistency and gives a
better drinking experience.
Directors Report
Royal Challenge Strong Beer is one of the newest additions

to the SABMiller Portfolio. It is a strong beer that is smooth
and easy drinking.
Notice
ROYAL CHALLENGE
STRONG

FOSTERS
Fosters Lager is a uniquely Australian beer, brewed with the

finest sun-dried malted barley, the purest water, and Fosters
own specially bred Pride of Ringwood hops imported
directly from Australia to give the beer an authentic flavour.
Fosters Lager Beer has always been at the forefront of
brewing technology and the Fosters Lager brewed today is
the result of over a century of attention to the brewing art.
Quality has been the strength of Fosters since its earliest
days and remains a paramount concern at every stage of
the beers journey from brewery to consumer. Fosters crisp,
clean flavour won it immediate international acclaim when
it was first brewed in Melbourne in 1888. Today, more than
one hundred years later, it is still recognized as one of the
worlds best beers.
SABMiller India brews & markets Fosters in India since
2006.
Miller High Life
Miller was born out of the dreams of the German

entrepreneur Fredrick Miller who migrated to America
in the mid-19th century and founded the Miller brewing
company in 1855 in Milwaukee. Miller High Life dates
back all the way to 1903 and has since then been
brewed with a consistent smooth taste and a perfect
white lacy head.
Miller High Life is an easy drinking premium American
lager that is refreshing at 4.7% ABV and is produced
with the highest standards of quality. It perfectly balances
bitterness and smoothness and is known for its golden
colour, high carbonation, elegantly shaped clear glass
bottle and the consistently crisp smooth taste.
The brand was launched in India in 2011 and is currently
available in all the major cities in pack sizes of 330ml and
650ml bottles.
Miller High Life embodies the American spirit of Work
Hard, Party Hard. This iconic beer is adored by
consumers who live every day of their lives to the fullest.
This American spirit is captured by the expression Its
Miller Time.

with an unmistakable touch of Italian style,

brewed to the original recipe, since 1963
Nastro Azzurro
Directors Report
Annual Financial
Statements
10
Notice
Peroni is available in Mumbai, Delhi,

Bangalore and Pune. It is available in
star hotels and also in select high-end
restaurants, lounge bars, pubs and
night clubs.
Managing Directors
Statement
Positioned as Italian style in a bottle,

from presentation to pouring the
brand, Peroni has struck a chord
with modern urbanites looking for
cosmopolitan class.
Sustainable
Development Report
This gives Peroni its unique taste

which is refreshing and dry, with a
clear-cut, clean character and clarity,
achieved through the exclusive
brewing process. This ensures that
the beer has both a fresh and natural
quality.
Our Brands
Today, Peroni Nastro Azzurro has

become highly representative of
classic Italian style and culture. This
premium beer is 4.9% alcohol by
volume and expertly brewed using
only the finest quality and variety
of spring barley, maize, malts and
hops and by following a meticulous
production process.
Company & Group

Profile
Peroni
Vision, Mission
& Values
Peroni Nastro Azzurro is an intensely crisp and refreshing lager,

Sustainable Development at SABMiller

Sustainable development is integral to the way
we do business. Underpinning our approach
are our 10 sustainable development priorities
which inform how we focus our efforts and
prioritise our resources
Paolo Lanzarotti
Managing Director
We at SABMiller, one of the worlds

largest brewers, believe that our
business is not separate from society.
Wherever we operate, we commit
ourselves to working towards creating
an inclusive community based on the
foundation of security and sustainability.
We understand that our profitability
depends on healthy communities,
growing economies and the responsible
use of scarce natural resources. We

integrate these issues into our business
through our 10 sustainable development
priorities.
Globally our approach to sustainable
development centres on Ten priorities
that relate to the risks and opportunities
our business faces from environmental,
social
and
economic
issues.
The priorities take into account our

commitment to the 10 principles of
the UN Global Compact as well as our
support of the United Nations Millennium
Development Goals (MDGs). Alcohol
responsibility, Water and Enterprise
development are three top global
priorities for the SABMiller group.
Responsible Drinking: Discouraging irresponsible

drinking
Water: Making more beer using less water
Energy & Carbon: Reducing our energy and carbon
footprint
Packaging: Reuse and recycling
Waste: Working towards zero waste operations
Enterprise Development: Encouraging enterprise
development in our value chains
Communities: Benefiting communities
HIV/AIDS: Contributing to the reduction of HIV/
AIDS
Human Rights: Respecting human rights
Transparency and Ethics: Transparency in reporting
on our progress
SABMiller India
Growing together sustainably: Building relationships in communities
In India we are striving to make a difference through our interventions primarily in four areas:

Encouraging responsible alcohol behaviour

Improving the water balance and water usage ratio
Encouraging enterprise development in our value chains
Increasing awareness on HIV/AIDs
11

Responsible Drinking
Vision, Mission
& Values
Company & Group
Profile
Our Brands
Encouraging responsible alcohol behavior
We initiated an awareness programme

Respect the Road to promote
responsible consumption. The campaign
The campaign has been well received

on digital communication media. On
Facebook our campaign has received
12
Annual Financial
Statements
We promote the campaign messages

through radio especially during festivals
- Diwali, Christmas, New Year and Holi.
Taxi drivers have also joined hands in
this initiative by signing pledges and
distributing campaign merchandise
across Gurgaon. The campaign is now
in its second year of implementation
and would be soon extended to parts
of New Delhi.
Our Employee Alcohol Policy focuses

on issues such as drinking & driving,
employees
personal
conduct,
companys sponsored events et al. We
also launched a company-wide training
programs - Alcohol, Behaviour and
Communication (AB&C) and Alcohol
Intelligence Quotient (AIQ). These
programmes help our people better
understand the societal concerns
regarding alcohol and address these
both
inside
and
outside
the workplace.
The aim is to
acquire correct
information and
learn
alcohol
principles,
policies
and
positions that
recognise
a l c o h o l
responsibility
as a commercial
imperative.
Directors Report
As a major initiative to address alcohol

related concerns, the group launched
talkingalcohol.com in 2009. The
website was launched with the belief
that people should take informed
decisions about drinking alcohol based
on accurate and balanced information.
The website provides users information
about the risks and benefits of alcohol
consumption, along with latest news
and views on alcohol.
To help foster a company that values

responsibility, we at SABMiller India have
established policies and implemented
training programs for our employees.
Notice
The campaign encourages people to

look for alternatives to drinking and
driving such as renting a cab, hiring a
driver or designating a friend to help
them reach home safely. To promote the
campaign and spread awareness, we
designed a 360 degree communication
plan which included various outreach
initiatives such as hoardings at
police check posts, petrol pumps,
metro stations and other important
intersections, and promotions through
radio, street plays, social media etc.
over 26,000 likes and is Indias biggest

Dont Drink and Drive Campaign.
Managing Directors
Statement
We believe its essential to gain insights

into alcohol related harm at a local
level and strive to work with state
governments and other stakeholders
to deliver targeted interventions that
respond to alcohol-related challenges.
We provide accurate and balanced
alcohol related information to consumers
through innovative campaigns to
encourage responsible behaviour.
goes beyond spreading awareness

about responsible consumption by
offering alternatives to drinking and
driving. In October 2011, the campaign
was launched in Gurgaon.
Sustainable
Development Report
Our beers are enjoyed responsibly by

millions of adults. At SABMiller India,
we care about the harmful effects of
irresponsible alcohol consumption, and
therefore engage with consumers and
stakeholders to promote responsible
consumption of our products.

SABMiller Indias community development

initiatives, in partnership with Confederation
of Indian Industry, in Neemrana and Chomu
in Rajasthan and Sonepat in Haryana, are
significant as they demonstrate innovative and
cost-effective models on how water sustainability
needs to be addressed in areas where local
groundwater is the only water resource. The
initiatives are supported by the Central Ground
Water Board (CGWB), the apex nodal body on
groundwater in India
Vinayak Damle
Senior Advisor
Confederation of Indian Industry
Water Management
Improving the water balance and water usage ratio
Water is vital not only in the brewing
process but also in growing the crops
used to make our beer and in generating
electricity to power our breweries.
Making more beer using less water
is one of SABMillers key sustainable
development priorities and we try
to optimise our water use at all our
breweries. We have set a demanding
target of reducing water use per
hectolitre of beer by 25% between 2008
and 2015 globally as well as in India. We
continue to report improvements in our
water usage levels.
At SABMiller India, we take a holistic
and partnership approach to tackle
water challenges that we share with
the communities surrounding our
operations.
We aim to be more
efficient in our water use, understand
our watersheds and engage with our
suppliers, as a part of our effort to
create compelling sustainable practice
for our business.
In India, numerous projects, with key
partners like Confederation of Indian
Industries (CII), International Crops
Research Institute for the Semi-Arid
Tropics (ICRISAT), Advanced Centre
for Water Resources Development and
Management (ACWADAM), have been
initiated for water resource management
in areas of operation.
Ground Water Management

initiative at Neemrana, Rajasthan
The Ground Water Management
initiative, spread over an effective target
area of about 27,500 hectares, is located
in Neemrana, District of Alwar, Rajasthan,
an industrial town located between
Delhi and Jaipur. The region is totally
devoid of any exogenous water supply
and survives on mainly the groundwater
resource. The initiative has successfully
demonstrated a participatory ground
water management model with
specific focus on showcasing recharge
technologies, irrigation techniques and
benefits of Integrated Water Resource
Management practices. The initiative
has the potential to help decrease the
groundwater abstraction in the region
by approximately 23% and reduce
the overall runoff in the region by as
much as 40%. At present more than
400 farmers are participating in crop
demonstration trials with focus on
Integrated Nutrient Management and
enhancement of irrigation efficiency.
Result is encouraging with water
saving in agriculture at 80,340 kilolitres
on 193 ha area covered under crop
demonstration trials. Crop productivity
has been enhanced by over 20%.
13
Improving livelihoods
through water management in
community watershed in Medak,
Andhra Pradesh
In partnership with the International
Crops Research Institute for the
Semi-Arid Tropics (ICRISAT), we are
attempting to improve rural livelihoods
in four villages; Fasalvadi, Shivampet,
Venkatakishtapur
and
Chakriyalin
Medak
district,
covering
2526
households with a total population of
12,940 on an area of 4,500 hectares
through Integrated Genetic and Natural
Resource
Management
(GNRM)
approach to bring about sustainable
management of water.
Highlights
Water storage capacity of more than
30,000 m3 leading to groundwater
recharge of about 75,000 m3.
Increase in moisture content by
10% in the case of black soils and
5% in case of red soil.
Increased crop yield - Chickpea by
35%, Cotton 12%, Paddy Grain
15%, Sugarcane 8%.

Enterprise Development
Vision, Mission
& Values
Company & Group
Profile
Our Brands
Directors Report
Annual Financial
Statements
We initiated the Saanjhi Unnati (Progress

through Partnership) project in Rajasthan
in 2005 to develop barley varieties
suitable for India; provide improved
varieties to farmers; disseminate
information on practices to improve
the productivity of the crop and finally
buy back the barley thus produced
directly from the farmers, eliminating
middlemen and hence shrinking the
market spread.
in Northwestern India. Consequently,

from sourcing about 10% of barley
requirement through the program in
2005-06, we currently source 40% of
our barley requirement through this
program.
Notice
Saanjhi Unnati:
Barley Development Programme
land. The project benefits the farmers

and the local community by optimising
land use, securing income and enabling
them to participate in the growth
of the Indian beer market. A prime
example of a public-private partnership
(PPP), Saanjhi Unnati involves working
closely with Government and NGOs
to catalyse rural development. We are
further working closely with the state
government on our seed development
programme to identify seed varieties
that are best suited for climate and soil
Managing Directors
Statement
Encouraging enterprise development

in our value chains is one of our global
focus areas. As a socially committed
organisation, we realise that there are
many challenges faced by the local
communities in villages. Gaps exist in
knowledge and training of the farmers
to improve the crop yield and make the
crop more marketable.
Sustainable
Development Report
Encouraging enterprise development in our value chains
The program was launched with 1,574

farmers, managing about 4,000 acres of
land. Now in its seventh year, the program
is active in 5 states and deals with over
7,000 small and marginal farmers, who
are managing about 30,000 acres of
14

Responsibility
towards Health
Increasing awareness on HIV/AIDs

Increasing awareness about HIV/AIDS is one of the key sustainable development priorities of SABMiller India. HIV/AIDS
is one of the most important development challenges that India is facing. Therefore, we have been actively working
towards creating better awareness about HIV/AIDS.
Humsafar
In 2008, we launched an innovative HIV/
AIDS truckers programme HUMSAFAR
to create mass awareness about HIV/
AIDS through various outreach activities
in our breweries. The programme
focuses on providing information and
awareness amongst truck drivers, who
are considered as potentially vulnerable
group.
The programme focuses on initiating
one-to-one and group discussions,
social
marketing
and
condom
demonstrations, talk shows, street
plays, and interactions with Network of
Positive People etc.
The programme was first launched
in 2008 at the Rochees Brewery,
Neemrana in partnership with Humana,
a Rajasthan-based NGO and Rajasthan
State Aids Control Society.
The program has so far reached

out to 52,000 truckers through
one-to-one and group discussions
and 1,64,500 condoms have been
disbursed through social marketing
The program has referred 11,000
truckers to civil hospitals and nearby
Integrated Counselling and Testing
Centres
To further promote condom usage,
condom dispensing machines have
been installed at various locations
SABMiller India has been recognised by
the International Labour Organization
(ILO) as a corporate partner that has
made valuable contribution to the
National AIDS Control Programme.
We have also received support from
the local governments who have been
The program was later extended to other

States with high HIV prevalence rate
such as Puducherry, Andhra Pradesh,
Karnataka and Haryana. The program,
besides reaching out to truckers visiting
our breweries, also targets locations
where truck drivers halt frequently such
as food joints along the highway.
15
appreciating
efforts.
and
recognising
our
SABMiller Indias truckers

programme Humsafar has been
able to emphasize on educating
and creating awareness amongst
truckers on HIV/AIDS through
various outreach activities. The
programme addresses the issue of
stigma and discrimination and has
been able to contribute valuably
towards the fight against
HIV/ AIDS.
Divya Verma
National Programme Coordinator,
HIV/AIDS Programme, ILO

Please accept my greetings with 5.5 million cheers for the quality chilling time your company is providing to our valuable
consumers.
Our Brands
An Excellent year that

was
Sustainable
Development Report
I am extremely glad to share with you the

excellent performance we have achieved
for the year ended 31st March 2013.
We have crossed sales and production
figure of 5.5 million hectolitres for the first
time since we entered the Indian Market
in 2000. We have achieved a turnover
of Rs.3,349 Crores as compared to
Rs.2,783 Crores in the previous year.
The improved performance has led to
a positive cash flow (from operation) of
Rs.33 Crores whilst substantially
reducing losses to Rs.88 Crores as
against Rs.119 Crores in the previous
year.
Miller High Life an international premium

brand launched in all major metros was
able to penetrate the market despite
certain established brands and dent
Annual Financial
Statements
16
Our efforts in innovation paid rich

dividend with the new products
introduced during the last two years
including Fosters Strong, Royal
Challenge Strong, Miller High Life and
most recently Indus Pride, brewed
with spices beer widening the product
portfolio for the consumers.
Directors Report
Focus on achieving the top-line and

bottom-line
targets
was
evident
with
specific strategy
and milestones
being
drawn
up for various
functions
that
directly affected
performance. On
the cost front,
a fit for purpose
cost
strategy
was developed
coupled
with
effective control of bottle purchase

price. Excellent topline growth was
achieved despite numerous challenges
being faced in a few States which
includes new trade cartels restricting
market access unless huge discounts
are offered. Other challenges included,
price increases denting demand and
monopoly distributor controlling price
and market access.
Notice
capacities at all the breweries were

stretched to their respective limits
to extract the best possible output.
Further,
contract
manufacturing
arrangements were initiated during
the year in two States to augment the
supplies.
Managing Directors
Statement
Our strategy to achieve profitable

revenue growth wherever we operate
has paid rich dividend. This feat could
not have been possible without the
relentless efforts put in by employees
at all levels in all functions and dynamic
leadership qualities demonstrated
by top management. Production
Company & Group

Profile
Dear Shareholders,
Vision, Mission
& Values
Managing Directors Statement

Managing Directors Statement continued

their market share. Royal Challenge
Strong, the smooth beer with strong
option was launched in two South
Indian states during the year. The
variant was an instant success among
strong beer consumers and at times
demand exceeded supply. Beer in PET
bottles introduced by your company in
Maharashtra during the last financial
year has shown significant growth
and we have commenced widening
its distribution within the state and to
neighboring states.
Proprietary bottles introduced by the
Company in 2010 continue to be a
cost saver. This has also contributed
to smoother operations due to inherent
legal right we possess over the bottle
and its higher turns for re-use.
Sustainable
Development
Sustainable development is integral to
the way we do business. Underpinning
our approach are 10 sustainable
development priorities which inform
how we focus our efforts and prioritize
our resources. Globally SABMiller
approach to sustainable development
on Ten Priorities that relate to the risks
and opportunities
our business faces
from environment,
social
and
e c o n o m i c
issues.
Alcohol
r e s p o n s i b i l i t y,
Water
and
E n t e r p r i s e
development are
three top global
priorities for the
Group. In India
also, we focus on
these three areas
most crucial to our business.
At SABMiller India, we care about the
harmful effects of irresponsible alcohol
consumption, and therefore engage
with consumers and stakeholders to
promote responsible consumption of
our products. As a major initiative to
address alcohol related concerns, the
Group launched talkingalcohol.com
website in 2009 with the belief that
people should take informed decisions
about drinking alcohol based on
accurate and balanced information.
Other notable initiatives launched
in India include Respect the Road
17
campaign encouraging people to look

for alternatives to drinking and driving
such as rent a cab, hiring a driver or
designating a friend to help them reach
home safely.
Making more beer using less water
is one of SABMillers key sustainable
development priorities and we try to
optimize our water usage by adopting
a water strategy based on 5 Rs:
reduce, reuse, recycle, recharge and
redistribute. Numerous projects were
initiated in India in partnership with
various world renowned agencies.
We recognize that our influence extends
beyond our own immediate operations
to include those of our value chain
partners for example, suppliers
of raw materials and distributors
of our products. Hence, enterprise
development in our value chains is
one of our global focus areas. As a
part of this recognition, SABMiller India
launched Saanjhi Unnati Project in
2005 to improve the quality and yield of
barley we procure and in turn improve
the life of farmers who supply barley
to us. This programme benefited more
than 7,000 farmers.

Annual Financial
Statements
18
Directors Report
It gives me immense pleasure to inform

you that Mr. Grant Liversage from our
Groups business in African region
would be taking over the mantel in India.
Notice
Handing over the mantel
For me personally, the time that I have

spent since September 2009 when
I took over as Managing Director of
SABMiller India Limited has been one of
tremendous challenge, opportunity and
passion to funnel the business through
the complex regulatory environment
towards higher revenue and earnings.
I am happy that I have been able to
Managing Directors
Statement
Goods and Services tax (GST)

continues to be a concern area for
your company. State control of Alcohol
Industry coupled with impending
exclusion of alcohol industry from
the GST regime will lead to double
taxation, as set off will be denied on
input credits thus making Beer more
expensive and also leading to multiple
levels of taxation.
Cheers!
Paolo Lanzarotti
Sustainable
Development Report
Concern Areas
Mr. Liversage would assume the office

of Managing Director from 1st August
2013 and I stand transferred to a role
elsewhere in our Groups portfolio.
I am sure Mr. Liversage would further
enhance the growth path SABMiller
India has set for itself during the last
four years and the strides it has taken
during the said period. You will find
more information about Mr. Liversage
in the Notice of the Annual General
Meeting proposing the confirmation
of his appointment as the Managing
Director.
Our Brands
You will find more detailed information

on our sustainable development
objectives and initiatives in a separate
report appearing elsewhere in this
Annual Report.
Here I bid adieu, wishing you all success

while I would be keenly watching the
India business growth story with which
I was so passionately associated for
almost four years.
Company & Group

Profile
support the SABMiller India team in

achieving an excellent trajectory from
Sales of Rs.2,112 Crores in 2009-10
to Rs.3,349 Crores in 2012-13 and in
reducing the losses from Rs.142 Crores
to Rs.88 Crores in the same period.
I have great hopes in the leadership
capabilities of the management team
and am sure your company will achieve
greater heights under their leadership
supported by Mr. Liversage at the helm
of the affairs.
Vision, Mission
& Values
Managing Directors Statement continued

Notice to Members

(Formerly SKOL Breweries Limited)
Regd. Office: Solitaire Corporate Park 10, Unit No.1021, 2nd Floor
Survey No.131-A, Chakala, Andheri-Kurla Road, Andheri East, Mumbai 400 093
NOTICE is hereby given that the 24th Special Business

Annual General Meeting of the members
of the Company will be held at Janssen
Elite Hall, Holy Spirit Hospital Campus,
Mahakali Caves Road, Andheri (East),
Mumbai 400093 on Tuesday, the 27th
August, 2013 at 11.00 a.m. to transact
the following business:
4. To consider appointment of
Ms. Catherine May as Director of
the Company.

Ordinary Business
1. To receive, consider and adopt the
Audited Balance Sheet as at 31st
March, 2013 and the Statement
of Profit & Loss for the year ended
on that date and the Report of the
Directors and Auditors thereon.
2. To appoint a Director in place of

Mr. Ari Mervis, who retires by rotation
at this meeting and being eligible,
offers himself for re-appointment.
3. To appoint Auditors for the period
commencing from the conclusion of
24th Annual General Meeting till the
conclusion of next Annual General
Meeting and fix their remuneration.

RESOLVED THAT M/s. B S R &

Co., Chartered Accountants (ICAI
firm registration number 101248W),
who retire at the conclusion of this
Annual General Meeting be and
are hereby appointed as Statutory
Auditors of the Company till the
conclusion of next Annual General
Meeting at a remuneration to be
fixed by the Board of Directors and
billed progressively.
To consider and if thought fit, to

pass, with or without modification(s)
the following resolution as an
Ordinary Resolution:
RESOLVED THAT Ms. Catherine
May, who was appointed as an
Additional director of the Company
by the Board in terms of Section
260 of the Companies Act, 1956,
who holds office till the date of this
Annual General Meeting, and in
respect of whom a notice has been
received from a member under
Section 257 of the said Act, be and
is hereby appointed a Director of the
Company liable to retire by rotation.
Mr. Stephen Victor Shapiro as
Director of the Company.


RESOLVED THAT Mr. Stephen

Victor Shapiro, who was appointed
as an Additional director of the
Company by the Board in terms of
Section 260 of the Companies Act,
1956, who holds office till the date
of this Annual General Meeting, and
in respect of whom a notice has
been received from a member under
19

Company liable to retire by rotation.
Mr. Grant Murray Liversage as


RESOLVED THAT Mr. Grant Murray

Liversage, who was appointed
as an Additional director of the
Company by the Board in terms of
1956, who holds office till the date
of this Annual General Meeting, and
in respect of whom a notice has
been received from a member under
Company.
7. To consider appointment
Managing Director.
of

the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the

provisions of Sections 198, 269,
309 and 310 read with Schedule XIII
and all other applicable provisions,
if any, of the Companies Act,
1956, including any amendments,
modifications or re-enactments
thereof and subject to the approval

Vision, Mission
& Values
Notice to Members continued
I. Salary:
II. Perquisites:
Category A
(c) Leave Travel Assistance: Cost of

travel on vacation for self and family
as per the Companys Rules.
(b) Earned/Privilege
Leave
and
Encashment of leave at the end of the
tenure as per the Companys Rules.
Category C
(a) Provision of Car with Driver for use in
relation to the Companys business
purpose.
(b) Telephone
at
residence
Companys Business purpose.
for
(c) Personal use of Car and personal

long distance calls on telephone
shall be billed by the Company to
the Managing Director.
III. Other Terms:

(a) The Managing Director shall be
entitled to payment/reimbursement
of actual expenses incurred in
connection with the transfer of his
personal belonging from his last
place of residence in Bangalore and
to his place of residence abroad at
the time of his leaving the services
of the Company. The payment/
reimbursement shall be duly
supported by expense vouchers.
(b) The Managing Director shall not be
paid any sitting fees for attending
20
BY ORDER OF THE BOARD

Sridhar S
Company Secretary
Place: Bangalore
Date: 13th June 2013
NOTES:
1. A member entitled to attend and vote
at the meeting is entitled to appoint
a proxy to attend and vote on a
poll in his/her stead. A proxy need
not be a member of the Company.
Proxies in order to be effective must
be deposited at the registered office
of the Company not less than fortyeight hours before the meeting. A
blank proxy form is enclosed.
2. For convenience of members an
attendance slip is also annexed.
Members are requested to affix their
signature at the space provided
therefore and hand over the same
Annual Financial
Statements
(b) Expenses
towards
furniture,
gas, electricity, water, servants,
gardeners and security shall be paid
by the Company in accordance with
the Companys Rules.
FURTHER RESOLVED THAT the

Board be and is hereby authorised
to do all such acts, deeds,
matters and things and execute
all such documents, instruments
and writings, if any, as may be
required to give effect to the above
resolutions.
(a) Contribution to Provident Fund and

Superannuation Fund as per the
Companys Rules.
Directors Report
(a) Rent Free Furnished residential

accommodation. The expenditure
incurred by the Company on rented/
leased furnished accommodation for
the Managing Director will be subject
to a ceiling of 50% of the salary.
Category B
Notice
As classified
into three categories A, B and C
hereunder:
RESOLVED FURTHER THAT

in the event of loss or absence or
inadequacy of profits during any
financial year, the remuneration
mentioned above shall be treated as
minimum remuneration payable to
Mr. Grant Murray Liversage, Managing
Director.
Managing Directors
Statement
Upto a maximum of
Rs.3,50,00,000/- (Rupees Three
Crores and Fifty Lakhs) per annum
including performance bonus as
may be determined by the Board of
Directors.
Sustainable
Development Report
RESOLVED THAT approval of the

members of the Company be and
is hereby accorded for the payment
of Remuneration, as detailed
hereunder, to Mr. Grant Murray
Liversage, Managing Director of the
Company for a period of five years
with effect from 1st August 2013:
(e) Childrens Education Allowance:

Allowance limited to the actual
expenses incurred.
the meeting of the Board and/or

Committee of Directors.
Our Brands
(d) Club Fees: Membership fee of one

club.
Company & Group

Profile
of the Central Government, approval

of the members of the Company
be and is hereby accorded to the
appointment of Mr. Grant Murray
Liversage, as Managing Director of
the Company for a period of five years
with effect from 1st August 2013.


at the place of Meeting. The Proxy
of a member should mark on the
attendance slip as Proxy. Members
are also requested to bring their
copies of the Annual Report to the
venue of the Meeting.
3. All queries relating to non-receipt

of share certificates after transfer/
transmission/
dematerialization/
rematerialization, mandates, change
of address, nomination etc. may be
sent to the Registrar & Share Transfer
Agents, Sharepro Services (India)
Pvt. Ltd., Samhita Warehousing
Complex, Gala No.52 to 56,
Bldg No.13 A-B, Near Sakinaka
Telephone Exchange, Andheri-Kurla
Road, Sakinaka, Mumbai - 400 072,
Tel: 022- 67720300 / 67720400
Fax No: 022- 28591568 / 28508927,
E-mail: sharepro@shareproservices.
com
4. The Ministry of Corporate Affairs
(MCA) has permitted Companies
to issue Notices of General
Meetings and Annual Report to the
Shareholders through electronic
mode via emails and publish on
the Websites of the Company.
Accordingly, with a view to support
this green initiative of the MCA,
the Company gives option to its
Shareholders to receive notices and
Annual Report in electronic mode.
The Shareholders are requested
to communicate their email IDs to
which the communication can be
sent. A Communiqu is attached
at the end of this Annual Report on
the procedure to be followed for
registering your email ID.
Explanatory Statement pursuant to

Section 173(2) of the Companies
Act, 1956.
Item No.4
Ms. Catherine May was appointed as
Additional director at the Board Meeting
held on 28th May 2013 and her term
as additional director is upto the date
of the ensuing Annual General Meeting.
A member of the company has
proposed appointment of Ms. Catherine
May as a director of the company and
has served a Notice under Section
257 of the Companies Act, 1956.
Her appointment as director is subject
to retirement by rotation under Section
255 and 256 of the Companies Act,
1956. A brief profile of Ms. Catherine
May is provided below:
Ms. Catherine May is BA (hons) and
was appointed Corporate Affairs
Director, SABMiller plc in October 2012.
She joined SABMiller from Centrica plc,
where she served as Corporate Affairs
Director from 2006 until December
2011, having previously been Group
Director of Corporate Relations at the
global information publishing business
Reed Elsevier Group plc.
Ms. Catherine May is a non-executive
director of the English National Opera
and a trustee of the UK National Funding
Platform and the Foundation for World
Capitals of Culture.
None of the directors are either directly
or indirectly concerned or interested in
the said Resolution.
Resolution is commended for the
consent of the shareholders.
Item No. 5
Mr. Stephen Victor Shapiro was
appointed as Additional director at the
21
Board Meeting held on 28th May 2013

and his term as additional director is
upto the date of the ensuing Annual
General Meeting. A member of the
company has proposed appointment of
Mr. Stephen Victor Shapiro as a director
of the company and has served a Notice
under Section 257 of the Companies
Act, 1956. His appointment as director
is subject to retirement by rotation under
Section 255 and 256 of the Companies
Act, 1956.
Mr. Shapiro is the Deputy General
Counsel of SABMiller Group. Before
joining SABMiller plc in 2002 Stephen
spent 5 years with Hogan Lovells, a
leading international firm, specialising in
international corporate finance, crossborder mergers and acquisitions, and
corporate governance advisory work.
Prior to this, he was a Partner in a law
firm in South Africa.
He is a qualified solicitor in the UK and
Attorney in South Africa and is currently
chairman of an expert committee of the
UK arm of the International Chamber of
Commerce. He has also served on a
number of working groups of the GC100,
a body which brings together the senior
legal officers of 85 FTSE100 companies
to provide business input into key areas
of legislative and policy reform common
to UK listed companies.
None of the directors are either directly
or indirectly concerned or interested in
the said Resolution.
Resolution is commended for the
consent of the shareholders.
Item No.6 and 7
The Shareholders may note that Mr.
Paolo Lanzarotti who was appointed as
the Managing Director of the company
on 23rd September 2009 have been
transferred by SABMiller Group to

Mr. Liversage has unique combination of

experience in both financial management
and business management as he has
been holding the position of CFO,
Finance Director and Managing Director
before his current appointment as
Managing Director of the Company. He
has been in the Beer industry since 1997
when he joined the Group in Swaziland
as Finance Director and has garnered
tremendous insight into the operations
of large scale Beer industry. He has
already served as Managing Director
of two large brewing companies of the
Group in Africa.
The Company has received a notice in

writing from one of the Shareholders of
the Company, under Section 257 of the
Act signifying his intention to propose
the appointment of Mr. Liversage as a
This explanatory statement may be

treated as an abstract of the terms and
conditions governing the appointment
of and payment of remuneration to
Mr. Grant Liversage, pursuant to Section
302 of the Act.
I. GENERAL INFORMATION
Nature of Industry
Date of
production
In case of new companies, expected date of Not Applicable

commencement of activities as per project
approved by financial institutions appearing in the
prospectus
Financial performance based on given indicators
commencement
The Company is engaged in manufacture and sale of

Packaged Drinking Water and Soda
of
Beer,
commercial The Company was incorporated on 18th November 1988
Rs. Crores
Turnover (net of taxes)

Profit Before tax
22
31-03-2011
31-03-2012
31-03-2013
1,485.93
1,666.28
1,996.52
(60.36)
(119.26)
(88.35)
Annual Financial
Statements
Directors Report
Statement containing Particulars as prescribed in Clause (C) (iv) of Part II of Schedule XIII to the Companies
Act, 1956
Notice
No Director other than Mr. Grant

Liversage, is in any way concerned or
interested in the said resolution.
Managing Directors
Statement
Mr. Liversage is willing to act as a

Director and Managing Director of the
Company, if so appointed and has filed
with the Company his consent pursuant
to Section 264(1) of the Companies
Act, 1956. He satisfies the conditions
set out in Part I of Schedule XIII to the
Act, except Clause (e) thereof, for being
Your Directors are of the opinion that

the appointment of Mr. Liversage as a
director and Managing Director would
be in the best interest of the Company
and accordingly recommend the
passing of the resolutions proposed at
Item No.6 & 7 of the Notice.
Sustainable
Development Report
Mr. Grant Liversage has experience

of more than 15 years and has
held leadership positions in various
SABMiller Group companies. He was
the Managing Director of Cervejas de
Mozambique since 2009 and Managing
Director of Accra Brewery Limited
from 2005 to 2009. Before assuming
business leadership positions, he was
eligible for appointment as Managing

Director. He is not disqualified from
being appointed as a Director in terms
of Section 274 (1) (g) of the Act.
Our Brands
Mr. Grant Liversage is a Chartered

Accountant from South African Institute
of Chartered Accountants.
leading finance functions as Finance

Director of Zambian Breweries Plc and
Chief Financial Officer of Independent
News and Media South Africa.
Company & Group

Profile
shoulder larger responsibilities within

the SABMiller Group in a different
geography after his successful stint in
the Company. The Board of Directors
of the Company has at its meeting held
on 13th June 2013 appointed, subject
to approval of the members of the
Company and the Central Government,
Mr. Grant Liversage as an Additional
director and also as the Managing
Director of the Company effective from
1st August 2013 for a period of five
years at such remuneration /perquisites
as detailed in the Resolution forming
part of the accompanying notice.
Vision, Mission
& Values


5
Export performance and net foreign exchange

collaborations
Foreign investments or collaborations, if any
31-03-2011
31-03-2012
Rs. Crores
31-03-2013
22.35
32.03
48.04
SABMiller plc the ultimate holding company holds 99.43% equity

shares through its subsidiaries SABMiller Asia BV, Netherlands
holding 51.76%, SABMiller Breweries Pvt. Ltd., India holding
45.36%, SABMiller India Holdings, Mauritius holding 1.79% and
Austindia Pty Ltd., Australia holding 0.53%
II. INFORMATION ABOUT THE APPOINTEE

1
Background details
Mr. Grant Liversage is a Chartered Accountant from South African Institute of Chartered
Accountants. Mr. Liversage has experience of more than 15 years and has held
leadership positions in various SABMiller Group companies. He was the Managing
Director of Cervejas de Mozambique since 2009 and Managing Director of Accra
Brewery Limited from 2005 to 2009. Before assuming business leadership positions,
he was leading the finance function as Finance Director of Zambian Breweries Plc and
was the Chief Financial Officer of Independent News and Media South Africa.
Past remuneration
He was not employed in India prior to his current appointment as Managing Director
and hence unable to provide this information.
Recognition or awards
Mr. Grant Liversage contributions were recognized within the Group and has scaled
the corporate ladder from the position of Finance Director to Managing Director within
the Group.
Job profile and his suitability
Mr. Liversage has unique combination of experience in both financial management and
business management as he has been holding the position of CFO, Finance Director
and Managing Director before his current appointment as Managing Director of the
Company. He has been in the Beer industry since 1997 when he joined the Group in
Swaziland as Finance Director and has garnered tremendous insight into the operations
of large scale Beer industry. He has already served as Managing Director of two large
brewing companies of the Group in Africa.
Remuneration proposed
As set out in the Special Resolution proposed in the Notice of Annual General Meeting.
Comparative remuneration
profile with respect to
industry,
size
of
the
company, profile of the
position and person (in case
of expatriates, the relevant
details would be w.r.t. the
country of his origin)
The only competitor of SABMiller India Limited is United Breweries Limited. The nature
and size of business of United Breweries Limited and SABMiller India Limited are
similar. Mr. Grant Liversage is an expatriate and he is a national of South Africa. The
remuneration paid to the Managing Director of United Breweries Limited as reported
in the Annual Report of 2011-12 is Rs.6.68 Crores. His compensation is determined
in accordance with the Remuneration Policy of the SABMiller Group and in keeping
with the persons of his qualification, experience and the responsibility assigned. The
proposed remuneration is also recommended by the Remuneration Committee of the
Company.
Pecuniary
relationship Mr. Grant Liversage has no pecuniary relationship directly or indirectly either with
directly or indirectly with the the company or with any managerial personnel, except to the extent of proposed
company, or relationship with remuneration.
the managerial personnel, if
any
23

Vision, Mission
& Values

Reasons for loss or inadequate Losses are mainly due to recouping of huge investments made when Group entered
profits
India and subsequent capital investments. Regulatory constraints on alcohol industry
are also a major limiting factor for realizing profits.
Steps taken or proposed to Geography based product mix with focus on profitability and capacity addition to
be taken for improvement
improve top-line and bottom-line.
Expected
increase
in
productivity and profits in
measurable terms
Rs. Crores
Turnover (net of duty)
31-03-2015
31-03-2016
2,219.84
2,631.22
3,113.14
215.99
273.21
519.09
IV. DISCLOSURE
Remuneration
Personnel
Disclosure as required in the Board of Directors

Report under the heading Corporate Governance
if any attached to the Annual Report.
(i)
package
of
the
Managerial As set out in the Special Resolution proposed in the Notice of

Annual General Meeting.
Not Applicable
Not Applicable
(iii) Service Contracts, notice period, severance

fees.
Not Applicable
Not Applicable
BY ORDER OF THE BOARD

Sridhar S
Company Secretary
Place: Bangalore
Date: 13th June 2013
24
Annual Financial
Statements
(iv) Stock Option Details, if any, and whether the

same has been issued at a discount as well as
the period over which accrued and over which
exercisable.
Directors Report
(ii) Details of fixed component and performance

linked incentives along with the performance
criteria.
Notice
All elements of remuneration package such

as Salary, benefits, bonuses, stock options,
pension, etc. of all the Directors.
Managing Directors
Statement
Sustainable
Development Report
EBITDA
31-03-2014
Our Brands
Company & Group

Profile
III.OTHER INFORMATION

Directors Report
Dear Members,
Your Directors have pleasure in presenting their 24th Report and
the Statement of accounts for the year ended 31st March 2013.
Financial Results
Gross Revenue
3,348.75
2,782.58
Profit/(Loss) before taxation
(88.35)
(119.26)
Less: Provision for taxation
0.15
(88.35)
(119.41)
Profit/(Loss) after taxation
Operations
Your company has achieved a landmark
by crossing the 5.5 million hectolitres of
production mark during the year under
review with record production of 5.524
million hectolitres. This has resulted in a
volume growth of 20% ahead of industry
growth which is estimated at 15%. Your
companys revenue during the year
2012-13 has significantly improved.
The turnover increased to Rs.3,349
Crores against previous year turnover
of Rs.2,783 Crores. Andhra Pradesh
was the largest contributor with sales
growth recording a 52% increase on
continuation of the demand based
procurement system. Haryana and
Punjab also significantly contributed to
revenue growth during the year.
Robust volume growth and price
increases granted by few States
coupled with savings on discounts
and direct cost control contributed to
reduction in the overall losses for the
current year leading to a cash surplus
of Rs.33 Crores. However, increase in

commodity costs dented our attempts
to reduce the losses further. On the
operations front, returns of proprietary
bottles of the company has shown an
increasing trend over the years and
your company is strongly protecting its
proprietary rights over the bottles by
initiating legal action against infringers.
Your Board enjoys the unqualified

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

Orissa have made some progress with
the respective industrial development
corporations of Karnataka and Orissa
states allotting lands to the company.
However, lack of clarity on title of some
farmers in Karnataka and bureaucratic
delays in Orissa in getting necessary
approvals for the project have
slowed down the efforts of your
company to enhance its capacity.
Both the projects are expected to
take off during the current financial
year assuming the company receives
support from the respective state
governments in ironing out the
procedural delays.
Fresh Equity infusion
25
The confidence of the principal

shareholder in your company is
demonstrated by the fact that during
the year, SABMiller invested a further
US$ 77million in your Company through
a preferential allotment of equity shares.
The move reiterates the importance
of India in the portfolio of SABMillers
global businesses and the fact that
India continues to be a focus area for
the group which has over the last 12
years invested over US$ 800 million in
the country.

Directors Report
Annual Financial
Statements
26
Notice
Miller High Life is the lead brand for

SABMiller in the Premium mild beer
segment. From the date of launch the
easy drinking brew has been highly
appreciated by consumers and is the
biggest differentiator for the brand.
Miller was launched in 2011 and is
currently available in all Major Metros in
India. The brand has started to further
expand its distribution during the year
to other select cities in the country and
The most premium brand in our brand

portfolio is Peroni Nastro Azzurro also
better known as Italian style in a bottle.
Peroni is competing for consumer
preference in the fast growing SuperPremium segment of the market and
was only available in few selected
accounts underlining the Super Premium
positioning of the brand. Brewed to the
original recipe since 1963, Peroni Nastro
Azzurro exemplifies the traditions of
Italian craftsmanship, passion and flair
upon which it was formed.
Managing Directors
Statement
Knock Out, currently the third largest

selling beer in India, continued to
outperform the beer industry also in
2012-13. Knock Out has pioneered the
thermochromic label in India - a clutter
breaking and cut through innovation
where the optimal consumption
temperature is indicated by the change
in colour of the label. This innovation
is intrinsic to the brand positioning
of refreshment and its launch was
accompanied by a label redesign
to provide Knock Out with a more
contemporary look. This innovation
has yielded very positive results so
far, making Knock Out the first choice
brand among its consumers. All this
has helped the brand in developing
very strong consumer equity, achieving
In the upper-Mainstream segment,

Fosters continues to play a critical
role for the group. There has been a
long term rise in terms of attitudinal
equity and market share, contributed
significantly by the performance of
Fosters Strong, which clearly reflects
the rising consumer traction for the
newly launched Fosters Strong variant.
The second season of Fosters LOL
(Laugh Out Loud) Indias first comedy
festival made audience and consumers
experience best stand-up comedy
from leading comedians of India, which
entrenches the Art of Chilling attitude of
the brand Fosters.
Indus Pride, a new, unique and first of

its kind beer brewed with spices has
been launched in 8 major metros and is
available in about 1,000 outlets. Indians
have always had a taste for the finer
things in life, whether it is for music,
the arts or food. Indus Pride is a tribute
to this exquisite sense of taste. It also
has the distinction of being the first
Indian beer to be brewed with botanical
extracts of spices and the choicest hops
to create a taste thats distinctly Indian.
Thus we have been positioning the beer
as not just Made in India, but Made
for India. Indus Pride is available in a
bespoke 330ml bottle and comes in a
range of 4 variants (Citrusy Cardamom,
Citrusy Coriander, Spicy Fennel and
Fiery Cinnamon). The brand has been
launched in the 8 major metros of Delhi,
Gurgaon, Mumbai, Pune, Bangalore,
Chandigarh, Kolkata and Goa.
Sustainable
Development Report
We continue to lead the strong beer

segment, with Haywards 5000 and
Knock Out proving to be long-standing
mainstream brands in this segment. Our
companys flagship brand Haywards
5000 continued to gain traction
with consumers through increased
awareness, consideration and share of
wallets through its existing SKU range.
Haywards 5000 grew 13.7% during the
year vis--vis the previous financial year
with market share gain in Punjab and
Haryana markets.
Within our Mainstream brand portfolio

Royal Challenge consolidated its
position in Karnataka with Royal
Challenge Strong. We saw positive and
higher disposition towards the brand
in the in-outlet consumer engagement
initiatives. Royal Challenge Strong saw
very strong growth exceeding 200%
vis--vis the previous year.
is available in pack sizes of 330ml and

650ml. Miller High Life embodies the
American spirit of Work Hard, Party
Hard and this iconic beer is adored by
consumers who live every day of their
lives to the fullest. This truly American
spirit is captured by the brands
expression Its Miller Time.
Our Brands
Our Brands
high growth rates and significant market

share gains in its core markets from
competitors in the same price segment.
Consequently, the product achieved
robust growth of 31.6% during the year
under review.
Company & Group

Profile
Fresh
equity
should
accelerate
companys ongoing drive to support
development of the Indian market on
all fronts, build a wider brand portfolio
to offer more choice to the consumer,
innovate and bring world class
technology and best practices into the
country.
Vision, Mission
& Values
Directors Report continued


Human Resource
The significant all round improvement

could only be achieved by a team of
motivated employees and this has been
a focus area of your company during
the year. The following HR initiatives are
noteworthy.
Sangam Enhancing Employee
Engagement & Improving
Employee Retention
In recent years corporates in India, have
seen high employee turnover rates of
20-25%. In a competitive labour market
we have faced a challenge in attracting
and retaining employees with the talent
and skills to support the growth of our
business.
To tackle this issue, we have conducted
comprehensive employee engagement
campaigns based on the inputs from
engagement survey and Focussed
Group discussions. The expressed
need was To communicate strategy
and engage employees of the stated
objectives. In short, there was a
need felt to provide direction and instil
confidence in a significant and lasting
way. Out of the above an initiative aptly
named Sangam (which in Sanskrit
means Bringing Together), was born
which was designed and delivered as
a two-way Communication Expressway
between the companys Executive
Committee and SABMillians cutting
across all levels and functions.
Over a period of 3 years, Sangam
has gradually matured into a program
wherein multiple platforms have been
successfully employed to disseminate
and engage the senior leadership with
the rest of the employees through
Launch of initiatives like Strategic
Leadership Workshops, Ask the Director
Sessions and Town Hall meetings.
The same has developed adequate

potency and its penetration is wide
and deep in SABMiller India. Feedback
we get from the employees (both
quantitative and qualitative) indicate that
employees have been extremely gungho about the interactions.
The momentum gained through the
initiative has led to increased employee
understanding and participation in
strategy formulation which has enabled
employees to develop a newer and
more enhanced identity & interpersonal
relationship. The same also enhances
the Cross-functional and over-arching
business understanding which in turn
enables us to develop a select senior
leadership forum with focus.
Organizational Effectiveness (OE) Survey
which seeks employees feedback on
various aspects that impact their work
life revealed a very positive result. We
had 99% employees participating in
the survey during the year indicating
that the employees have faith that the
organization would provide a serious
audience to what they have to say
and their concerns would be actioned
upon.
The survey outcome had been
very encouraging; it was found that
engagement level in the organization
has enhanced considerably vis-vis the last survey. Scores received
on the parameters like Leadership,
Commitment
&
Conditions
of
Employment
have
improved
significantly. The organization is now
having more belief in its leaders and
through the various forums established
is experiencing a higher connecting
factor with them. The overall OE scores
moved up by 2% points, which is a
significant achievement as compared
to the improvement achieved during the
27
last survey.
To conclude: Enhanced engagement
interventions coupled with enhanced
retention programs have provided
the much needed impetus to the
business, by enabling its people to be
strong agents of execution of business
strategies. Needless to say that the same
has benefitted not just the organization
in business terms but also its people
who have a clearer understanding and
take pride in their own contribution to
the business.
The same has catapulted the overall
value we as an organization add to
employees testified by the attrition
numbers which was 20% + prior to
the launch of Sangam and has now
stabilized at 9%, which is one of the
best amongst our comparators.
Material changes
subsequent to financial
year end
There are no material changes since the
financial year end which would affect
the financial position of the company.
Dividend
As the Company has incurred loss
during the year, the Directors do not
recommend any dividend on the equity
capital.
Directors
In accordance with the Articles of
Association, Mr. Ari Mervis, Director
of the Company retires by rotation
at this Annual General Meeting
and being eligible, offers himself
for reappointment. During the year
Mr. Harald Harvey and Ms. Sue Clark

Vision, Mission
& Values
Conservation of Energy,
Technology Absorption,
Foreign Exchange
Earnings and Outgo
Mr. Stephen Victor Shapiro and

Ms. Catherine May were appointed as
Additional directors of the Company at
the Board Meeting held on 28th May
2013, whose term of office expires at
this Annual General Meeting and are
eligible for re-appointment.
Cost Auditors
The Statement pursuant to Section

217 (1) (e) of the Companies Act,
1956 read with the Companies
(Disclosure of Particulars in the
Report of Board of Directors)
Rules, 1988 to the extent applicable
are set out in the annexure hereto.
Public Deposit
Auditors
Particulars of Employees
M/s. B S R & Co., Chartered

Accountants,
retiring
Auditors,
have signified their willingness to be
reappointed as Statutory Auditors of
the Company. They have confirmed
that their reappointment, if made, will
The details of employees covered under

the provisions of Section 217 (2A) of
the Companies Act, 1956 and the rules
framed there under, as amended to date
are enclosed as an Annexure to the
Report.
28
3. The Directors have taken proper and

sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of
the Companies Act for safeguarding
the assets of the company and for
preventing and detecting fraud and
other irregularities.
Annual Financial
Statements
During the year, the Company has

not accepted any public deposits as
defined in the Companies (Acceptance
of Deposits) Rules, 1975.
2. The Directors have selected

such accounting policies as are
applicable and have applied them
consistently and made reasonable
and
prudent
judgment
and
estimates 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 for the
year.
Directors Report
Pursuant to the provisions of Section

292A of the Companies Act, 1956
the Audit Committee has been
reconstituted. The present members
of the Committee are Mr. Ari Mervis,
Mr. Mathew Dunn, Mr. Paolo Lanzarotti,
Mr. Stephen Shapiro and Ms. Catherine
May with Mr. Mathew Dunn being the
Chairman of the Committee.
1. The financial statements have

been prepared in conformity with
the generally accepted accounting
principles
and
applicable
accounting standards in India.
Notice
Audit Committee
The Board of Directors of the Company

has appointed M/s. Rao, Murthy &
Associates, Bangalore, a firm of Cost
Accountants as the Cost Auditors for
the year ending 31st March 2014 and
the due date for filing the Cost Audit
Report with the Registrar of Companies
for the year ending 31st March 2014 is
30th September 2014.
Your Directors state that:
Managing Directors
Statement
At the Board Meetings held on 13th

June 2013, Mr. Grant Murray Liversage
was appointed as the Additional
director and new Managing Director
effective 1st August 2013, subject to
approval of Central Government.
Directors Responsibility
Statement under
Section 217(2AA) of the
Companies Act, 1956
Sustainable
Development Report
Mr. Paolo Lanzarotti after having served

nearly four years as the Managing
Director of the Company has been
transferred by SABMiller Group to
handle larger responsibilities within the
Group in a different geography.
Alcoholic Beverages industry inter

alia was brought within the ambit of
Companies (Cost Accounting Records)
Rules, 2011 effective from the financial
year commencing after 1st January
2013 in terms of MCA Order No. F. No.
52/26/CAB 2010 dated 6th November
2012. Pursuant to the said Order, the
company has to comply with the said
Rules and appoint an independent cost
auditor and have the cost records duly
audited and audit report filed with the
Registrar of Companies.
Our Brands
be within the limits prescribed under

Section 224(1B) of the Companies Act,
1956. Your Directors recommend their
appointment at the ensuing Annual
General Meeting.
Company & Group

Profile
tendered their resignations from the

directorship of the Company and the
Board places on record the meritorious
services, guidance and support provided
by them.


4. The financial statements have been
prepared on the basis of Going
Concern considering the ability
of the Company to carry on its
business in the foreseeable future.
The internal controls are operating
effectively.
Acknowledgement
Your Directors wish to place on record
their appreciation for contribution made
by employees at all levels. The Directors
would also like to acknowledge the
continued support extended by
Bankers, Distributors, Shareholders,
Customers and Suppliers.
FOR AND ON BEHALF OF THE BOARD
Ari Mervis Paolo Lanzarotti
Place: Bangalore
Date: 13th June, 2013
Disclosure as per the

Companies (Disclosure
of Particulars in the
Report of Directors)
Rules, 1988
A. Conservation of
Energy
Energy efficiency in breweries is
achieved through a process of
continuous improvement. The Company
continues to identify opportunities
through benchmarking globally against
breweries of the SABMiller group.
The company has a robust energy
management practice that involves:

1. Extensive benchmarking against
global standards across SABMiller
group.
2. Energy collaboration forum with
more focus and sharing the
knowledge and implement cross
brewery best-in-class practices very
quickly.
3. Focused Actions on reducing CO2
Emissions from our operations
through utilization of alternative
energy sources like Bio-mass
Boilers and Vapor absorption
Refrigeration plants.
4. Routine reviews of investments for
energy improvement initiatives. For
example Variable Speed Drives on
refrigeration equipment, Specialized
Energy Audits to identify the
opportunities for Energy reduction,
Insulation of Bottle washers &
Pasteurizers, and resizing of the
Boilers & Condensate recovery
improvements are done on a
continuous basis. Such investments
are made at appropriate times
after a thorough review of benefits,
costs, existing practices and people
capabilities.
5. Manufacturing
way
(Mway)
introduced in most of the breweries
in India. Mway is a global SABMiller
practice that targets systematic
improvement
of
operational
efficiencies
through
practices
like Teamwork and Asset care. A
29
significant part of energy savings is

due to such improved operational
practices.
6. We continue to invest in our people.
This year, one more Engineer has
been certified as accredited Energy
Auditor / Energy Manager from the
Bureau of Energy Efficiency to drive
continuous improvement in energy
utilization in breweries.
B. Technology
Absorption
The company has not made any
purchases of technology or made
payments
towards
transfer
of
technology during the year under
review.
C. Foreign Exchange
Earnings and Outgo
During the year, the Company has
earned Rs.48.04 Crores in foreign
exchange. An amount of Rs.76.24
Crores was incurred in foreign
exchange.
FOR AND ON BEHALF OF THE BOARD
Ari Mervis Paolo Lanzarotti
Place: Bangalore
Date: 13th June, 2013

Vision, Mission
& Values
Auditors Report
Report on the financial statements
(iii) in the case of the cash flow

statement, of the cash flows for the
year ended on that date.
Report on other legal and regulatory
requirements
1.
2. As required by section 227(3) of

the Act, we report that:
a. we have obtained all the
information and explanations
which to the best of our
knowledge and belief were
necessary for the purpose of
our audit;
b. in our opinion proper books of

account as required by law have
been kept by the Company
so far as appears from our
examination of those books;
In our opinion and to the best of our

information and according to the
explanations given to us, the financial
statements give the information required
by the Act in the manner so required and
give a true and fair view in conformity
with the accounting principles generally
accepted in India:
c. the
balance
sheet,
the
statement of profit and loss,
and the cash flow statement
dealt with by this report are in
agreement with the books of
account;
(i)
in the case of the balance sheet, of

the state of affairs of the Company
as at 31 March 2013;
d. in our opinion, the balance

sheet, the statement of profit
30
Annual Financial
Statements
We believe that the audit evidence

we have obtained is sufficient and
appropriate to provide a basis for our
audit opinion.
Opinion
As required by the Companies

(Auditors Report) Order, 2003
(the Order) issued by the Central
Government of India in terms of
sub-section (4A) of section 227 of
the Act, we give in the Annexure a
statement on the matters specified
in paragraphs 4 and 5 of the
Order.
Directors Report
Our responsibility is to express an

opinion on these financial statements
based on our audit. We conducted our
audit in accordance with the Standards
on Auditing issued by the Institute of
Chartered Accountants of India. Those
Standards require that we comply with
ethical requirements and plan and
perform the audit to obtain reasonable
assurance about whether the financial
An audit involves performing procedures

to obtain audit evidence about the
amounts and disclosures in the financial
statements. The procedures selected
depend on the auditors judgment,
including the assessment of the risks
of material misstatement of the financial
statements, whether due to fraud or error.
In making those risk assessments, the
auditor considers internal control relevant
to the Companys preparation and fair
presentation of the financial statements
in order to design audit procedures that
are appropriate in the circumstances.
An audit also includes evaluating
the appropriateness of accounting
policies used and the reasonableness
of the accounting estimates made by
management, as well as evaluating
the overall presentation of the financial
statements.
(ii) in the case of the statement of

profit and loss, of the loss for the
year ended on that date; and
Notice
Auditors responsibility
material
Managing Directors
Statement
Management is responsible for the

preparation of these financial statements
that give a true and fair view of the
financial position, financial performance
and cash flows of the Company in
accordance with Accounting Standards
referred to in sub-section (3C) of
1956 (the Act). This responsibility
includes the design, implementation and
maintenance of internal control relevant
to the preparation and presentation of
the financial statements that give a true
and fair view and are free from material
misstatement, whether due to fraud or
error.
from
Sustainable
Development Report
Managements responsibility for the

financial statements
free
Our Brands
We have audited the accompanying

financial statements of SABMiller India
Limited
(formerly SKOL Breweries
Limited)
(the Company), which
comprise the balance sheet as at 31
March 2013, the statement of profit and
loss and the cash flow statements of the
Company for the year then ended and a
summary of significant accounting policies
and other explanatory information.
statements are
misstatement.
Company & Group

Profile
Independent Auditors Report

To the Members of SABMiller India Limited (formerly SKOL Breweries Limited)

Auditors Report continued

and loss, and the cash flow
statement comply with the
accounting standards referred
to in sub-section (3C) of section
211 of the Act; and

e. on the basis of written

representations received from
the directors as on 31 March
2013, and taken on record by
the Board of Directors, none of
the directors is disqualified as
on 31 March 2013, from being
appointed as a director in terms
of clause (g) of sub-section (1)
of section 274 of the Act.
for B S R & Co.

Firm registration number: 101248W
Zubin Shekary
Partner
our opinion, this periodicity of

physical verification is reasonable
having regard to the size of the
Company and the nature of its
assets.

(c) Fixed assets disposed of during

the year were not substantial,
and therefore, do not affect the
going concern assumption.
ii. (a) The inventory, except for goodsin-transit and stock lying with
third parties, has been physically
verified by the management
during the year. In our opinion,
the frequency of such verification
is reasonable. For stocks lying
with third parties at the year-end,
written confirmations have been
obtained.

Membership No. 48814
(b) The procedures for the physical

verification
of
inventories
followed by the management
are reasonable and adequate
in relation to the size of the
Company and the nature of its
business.
Bangalore
Date: 28 May 2013
Annexure to the Independent
Auditors Report
Annexure referred to in the Independent
Auditors Report to the Members of
SABMiller India Limited (formerly SKOL
Breweries Limited) (the Company) for
the year ended 31 March 2013. We
report that:
i. (a) The Company has maintained
proper records showing full
particulars, including quantitative
details and situation of fixed
assets.

(b) The Company has a regular

programme
of
physical
verification of its fixed assets by
which all fixed assets are verified
over a period of three years. In
(c) The Company is maintaining

proper records of inventory.
The discrepancies noticed on
verification between the physical
stocks and the book records
were not material.
iii. (a) The Company has granted loan

to one Company covered in the
register maintained under Section
301 of the Companies Act,
1956 (the Act). The maximum
amount outstanding during the
year and the year-end balance of
such loans was Rs.1,043,804.
(b) In our opinion, the rate of
interest and other terms and
conditions on which loans have
31
been granted to the Company

listed in the register maintained
under Section 301 of the Act are
not, prima facie, prejudicial to the
interest of the Company.

(c) In the case of loan granted to the

Company listed in the register
maintained under Section 301 of
the Act, the borrower has been
regular in repaying the principal
amount as stipulated and in the
payment of interest.
(d) There is no overdue amount of

more than Rs.100,000 in respect
of loan granted to the Company
listed in the register maintained
under Section 301 of the Act.
(e) The Company has not taken

any loans from Companies,
firms or other parties covered
in the register maintained under
Section 301 of the Companies
Act, 1956.
iv. In our opinion and according to the

information and explanations given
to us, there is an adequate internal
control system commensurate with
the size of the Company and the
nature of its business with regard
to purchase of inventories and fixed
assets and with regard to the sale
of goods. We have not observed
any major weakness in the internal
control system during the course of
the audit.
v. (a) In our opinion and according to
the information and explanations
given to us, the particulars of
contracts
or
arrangements
referred to in Section 301 of the
Act have been entered in the
register required to be maintained
under that section.

Vision, Mission
& Values
Duty on beer loss
Orissa and Bihar

Excise Act, 1965
Interest on excise loan

draw back scheme
Adhesive label fees
Duty on sediment beer
Overtime wages of excise
staff
Bottling fees
Bombay Prohibition
Act, 1949
Supervision charges of
excise staff
Period to which the

amount relateses
Forum where dispute

is pending
11,245,236
1974-75 to 1990-91
Financial Commissioner,
Haryana
1988 - 89
Orissa High Court
2001-02 to 2004-05
Orissa High Court
1,284,936
2002 -03
Orissa High Court
327,231
2005-06
Orissa High Court
65,418,181
2008-09 to 2010-11
Excise Commissioner
550,930
1983-84 to 1988-89
Bombay High Court
3,222,705

10,877,028
32
Annual Financial
Statements
Punjab Excise Act,

1914
Amount (Rs.)
Directors Report
Nature of the Dues
Notice
Name of the Statute
(b) According to the information

and explanations given to us,
there are no dues of Wealth Tax
and Cess which have not been
deposited with the appropriate
authorities on account of any
dispute. The following dues of
Income-tax, Sales Tax/ Value
Added Tax, Service Tax, Customs
Duty and Excise Duty have not
been deposited by the Company
on account of disputes.
Managing Directors
Statement
viii. We have broadly reviewed the

books of accounts maintained
by the Company pursuant to
rules prescribed by the Central
Government for maintenance of
cost records under section 209(1)(d)
of the Companies Act,1956 and are
According to the information and

explanations given to us, there are
no undisputed amounts payable
in respect of Provident Fund,
Employees State Insurance,
Income-tax, Wealth Tax, Service
Tax, Sales Tax/ Value Added Tax,
Customs Duty, Excise Duty, Cess
and other material statutory dues
which were in arrears as at 31
March 2013 for a period of more
than six months from the date
they became payable.
Sustainable
Development Report
vii. In our opinion, the Company

has an internal audit system
commensurate with its size and
nature of its business.
ix. (a) According to the information

and explanations given to us and
on the basis of our examination
of the records of the Company,
amounts deducted/ accrued
in the books of account in
respect of undisputed statutory
dues including Provident Fund,
Employees State Insurance,
Income-tax, Sales Tax/ Value
Added Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty,
Cess and other material statutory
dues have generally been
regularly deposited during the
year by the Company with the
appropriate authorities though
there has been a slight delay
in a few cases. As explained to
us, the Company did not have
any dues on account of Investor
Education and Protection Fund.
Our Brands
vi. The Company has not accepted

any deposits from public.
of the opinion that prima facie, the

prescribed accounts and records
have been made and maintained.
However, we have not made a
detailed examination of the records.
Company & Group

Profile
(b) In our opinion and according to

given to us, the transactions
made in pursuance of contracts
and arrangements referred to
in (a) above and exceeding
the value of Rs.500,000 with
any party during the year have
been made at prices which are
reasonable having regard to the
prevailing market prices at the
relevant time.


Name of the Statute
Amount (Rs.)
Nature of the Dues
Period to which the

amount relates
Forum where dispute is

pending
Duty on expired beer
1,037,085
2000-01
Commissioner of State
Excise, Maharashtra
Karnataka Excise Act,

1965
Overtime wages of
excise staff
2,005,062
1998-99 to 2004-05
Commissioner of State
Excise, Karnataka
Orissa Sales Tax Act,

1947
Sales Tax
35,029,024
1994-95 to 2000-01
Sales Tax Tribunal,

Orissa
Orissa Entry Tax Act,

1999
Sales Tax
242,508
2000-01
Sales Tax Tribunal,

Orissa
Delhi Sales Tax Act,

1975
Sales Tax
576,486
2002-03
Assistant Commissioner
of Commercial Taxes
(Appeals), New Delhi
217,200,913
2007-08
Additional CommissionerII, Department of Trade &

Taxes, New Delhi
1,514,943
1992-93
Appellate Tribunal,
Maharashtra
3,639,154
1995-96
Sales Tax Tribunal,

Maharashtra
1,433,060
2008-09
Additional Commissioner
(Appeals), Maharashtra
Sales Tax
1,445,537
1996-97
Sales Tax Tribunal,

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

Maharashtra
8,050,922
2002-03
Joint Commissioner
(Appeals), Mumbai
Sales Tax
4,334,290
2002-03
Joint Commissioner
(Appeals), Mumbai
Sales Tax
88,955,698
2005-06
Joint Commissioner
(Appeals), Mumbai
Sales Tax
3,675,677
1991-92 to 1992-93
Andhra Pradesh High

Court

Sales Tax

ombay Sales Tax
B
Act, 1959
Sales Tax

Sales Tax
Sales Tax

Bombay Sales Tax

Act, 1959 & Central
Sales Tax Act, 1956

Sales Tax

Andhra Pradesh
General Sales Tax
Act, 1957
33

Vision, Mission
& Values

11,982,000
1981-82 to 1984-85,
1997-98 to 1998-99
Assessing Authority,
Pondicherry
Sales Tax
754,349
1989-90 to 1996-97,
1998-99 to 2003-04
Sales Tax Tribunal,

Haryana
The Madhya Pradesh Value Sales Tax

Added Tax Act, 2002
224,523,299
2008-09 to 2009-10
Madhya Pradesh High

Court
221,634
2005-06 to 2007-08
Sales Tax Tribunal, Kerala
Uttar Pradesh Tax on Entry Entry Tax

of Goods Act, 2000
Entry Tax

Entry Tax
14,021,552
2003-04 to 2011-12
Supreme Court
2,000,117
2005-06
Uttar Pradesh High Court
690,569
2008-09
Additional Commissioner
(Appeals)
Haryana Local Area

Local Area
Development Tax Act, 2000 Development Tax
10,050,426
2000-01 to 2003-04
Joint Excise and Taxation

Commissioner (Appeals)
Finance Act, 1994
32,129,640
2006-07 to 2007-08
Customs Excise and

Service Tax Appellate
Tribunal, Mumbai
Haryana Sales Tax Act,

1973
Kerala Sales Tax Act
Penalty
Service Tax and

penalty

34,795,634
April 2008 to March

2010
Customs Excise and

Tribunal, Mumbai

2005-06 to 2007-08
Karnataka High Court
Service Tax and

penalty
400,760,640
2005-06 to 2009-10
Customs Excise and

Tribunal, Bangalore
2007-08
Customs Excise and

Tribunal, Mumbai
Customs Duty
161,555
Income-tax Act, 1961
Fringe benefit tax
40,808,341
2006-07
Commissioner of Income
tax (Appeals)
Income-tax
60,253,760
2007-08
Income Tax Appellate

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

Tribunal, Mumbai
Note: The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure.
34
Annual Financial
Statements
224,456,392
Directors Report
Customs Act, 1962
Service Tax and

penalty
Notice
Service Tax and

penalty
Managing Directors
Statement
Sales Tax
Pondicherry General Sales

Act, 1967
Sustainable
Development Report
Forum where dispute is

pending
Our Brands
Period to which the

amount relates
Nature of the Dues
Company & Group

Profile
Amount (Rs.)
Name of the Statute


x.
xi.
The Company has accumulated

losses
amounting
to
Rs.5,797,633,712 at the end of
the financial year which is less
than fifty per cent of its net worth.
The Company has not incurred
cash losses in the current financial
year. However cash losses were
incurred in the immediately
preceding financial year.
In our opinion and according to
given to us, the Company has not
defaulted in repayment of dues
to its bankers. The Company
did not have any outstanding
dues to any financial institutions
or debenture holders during the
year.
xii. The Company has not granted

any loans and advances on the
basis of security by way of pledge
of shares, debentures and other
securities.
xiii.

given to us, the Company is not
a chit fund or a nidhi/ mutual
benefit fund/ society.
xiv.

explanations given to us, the
Company is not dealing or trading
in shares, securities, debentures
and other investments.
xv.
According to the information

and explanations given to us,
the Company has not given any
guarantee for loans taken by
others from banks or financial
institutions.
xvi.

given to us, the term loans taken
by the Company have been
applied for the purpose for which
they were raised.
xvii.

explanations given to us and on
an overall examination of the
balance sheet of the Company,
we are of the opinion that funds
raised on short-term basis
amounting to Rs.1,391,282,595
have been used for long-term
purposes.
xviii. According to the information

and explanations given to
us, the Company has made
preferential allotment of shares
to a party covered in the register
maintained under Section 301
of the Act. The Company has
allotted these shares at a price
based on a valuation obtained
by an independent valuer and
accordingly, in our opinion, the
price at which shares have been
issued is not prejudicial to the
interest of the Company.
35
xix.
The Company did not have any

outstanding debentures during
the year.
xx.
The Company has not raised any

money by public issues during
the year.
xxi.
According to the information

and explanations given to us, no
fraud on or by the Company has
been noticed or reported during
the course of our audit.
for B S R & Co.

Firm registration number: 101248W
Zubin Shekary
Partner
Bangalore
Date: 28 May 2013

Balance sheet

As at 31 March 2013
As at 31 March 2012
2.25
2.2

-
3,969,930,222
7,101,637,582
72,419,910
1,415,155,878
3,799,413,238
Deferred government grants
2.42
121,230,237
2,356,378,816
216,898,643
146,565,716
2,719,843,175
2,346,223,893
245,444,777
118,265,610
2,709,934,280
6,899,819,491
2,452,228,649
2,728,122,054
478,642,325
8,545,818,645
1,873,938,039
3,361,912,725
397,161,936
12,558,812,519
14,178,831,345
22,501,523,513
20,688,178,863
Non-current assets

Fixed assets
Tangible assets
2.10
Intangible assets
2.10
Capital work-in-progress
8,554,202,612
2,236,792,302
330,947,528
8,510,354,658
2,407,873,120
371,316,219
11,121,942,442
11,289,543,997
Non-current liabilities

Long-term borrowings
2.3

Other long-term liabilities
2.4

Long-term provisions
2.5

Current liabilities

Short-term borrowings
2.6

Trade payables
2.7

Other current liabilities
2.8

Short-term provisions
2.9
ASSETS
11,489,057
476,228,205
484,064,614
12,261,325,873
2,674,122,393
6,198,545,813
646,431,548
765,574,442
97,117,000
10,381,791,196
2,742,344,715
4,652,810,767
169,183,639
643,691,482
218,822,387
8,426,852,990

Significant accounting policies
1
22,501,523,513
20,688,178,863
Directors Report
11,407,447
452,196,166
534,186,262
12,119,732,317
Notice
2.11
Long-term loans and advances

2.12
Other non-current assets
2.13

Current assets

Inventories
2.14

Trade receivables
2.15

Cash and bank balances
2.16

Short-term loans and advances
2.17

Other current assets
2.18

Non-current investments
Managing Directors
Statement
2,311,837,450
Sustainable
Development Report
3,131,707,360
Our Brands
2.1
Company & Group

Profile
Share capital
Shares pending allotment to the shareholders
of the Transferor company

Reserves and surplus

Vision, Mission
& Values
EQUITY AND LIABILITIES

Shareholders funds
Note
The notes referred to above form an integral part of the balance sheet
Annual Financial
Statements
As per our report of even date attached

for B S R & Co.
Firm registration number : 101248W
for SABMiller India Limited

Zubin Shekary
Partner

Paolo Lanzarotti
Managing Director
Ari Mervis
Director
Paul DSilva
Chief Financial Officer
Sridhar S

Company Secretary
Bangalore
Date: 28 May 2013
Bangalore
Date: 28 May 2013
36

Statement of profit and loss

Note

For the year ended

31 March 2013
For the year ended

31 March 2012
Income
Revenue from operations

Sale of products, gross
Sale of manufactured goods, gross
Less: Excise duty
Sale of manufactured goods, net
Sale of traded goods

Sale of products, net

Other operating revenues
2.19

33,487,465,251
(14,572,399,541)
18,915,065,710
596,474,005
19,511,539,715
453,714,321
19,965,254,036
27,825,853,277
(11,463,150,947)
16,362,702,330
3,565,763
16,366,268,093
296,583,640
16,662,851,733
2.20
168,474,868
46,072,530
20,133,728,904
16,708,924,263
9,578,428,878
400,513,592
8,604,113,675
2,371,323
177,508,597
1,491,170,000
1,451,970,657
963,513,046
-
6,954,119,790
(66,405,610)
1,400,216,555
1,152,899,787
872,589,246
(17,103,108)
5,952,827,718
21,017,224,560
17,901,509,586
(Loss) before tax
(883,495,656)
(1,192,585,323)
Tax expense:

- Current tax

- Fringe benefit tax pertaining to earlier years

- Deferred tax (credit)/ charge
2.38
-
-
-
1,546,002
-
(Loss) for the year
(883,495,656)
(1,194,131,325)
(3.65)
(5.01)
Other income
Expenses

Cost of materials consumed

Purchase of stock in trade

Changes in inventories of finished goods,

work-in-progress and traded goods
2.21

Employee benefits expense
2.22

Finance cost
2.23

Depreciation and amortisation
2.10

Reversal of impairment loss
2.43

Other expenses
2.24
Earnings per equity share (par value; Rs.10 each)

- Basic and diluted
2.30
Significant accounting policies
The notes referred to above form an integral part of the statement of profit and loss
for B S R & Co.


Zubin Shekary
Partner

Paolo Lanzarotti
Managing Director
Ari Mervis
Director
Paul DSilva
Sridhar S

Company Secretary
Bangalore
Date: 28 May 2013
Bangalore
Date: 28 May 2013
37

Cash flow statement

For the year ended
31 March 2013
For the year ended

31 March 2012
1,473,523,646
68,222,322
(1,545,735,046)
(276,268,807)
(2,371,433)
610,706,684
772,640,968
(490,539,908)
(1,115,370,797)
(105,577,348)
(9,204,020)
510,250,471
Cash generated from/ (used in) operations

Taxes refunded/ (paid), net of payments/ (refund)
328,077,366
6,561,727
(437,800,634)
(20,193,232)
334,639,093
(457,993,866)
Cash flows from investing activities

Purchase of fixed assets

Receipt of government grant

Proceeds from sale of fixed assets

Dividend income

Loans given to related parties (refer note 2.37)

Interest received

(Purchase)/ sale of investments, net
(751,502,116)
47,652,000
29,822,307
313,480
(1,043,804)
2,005,152
(96,991)
(674,698,949)
3,573,219
338,320
10,937,922
462,345
(672,849,972)
(659,387,143)
Net cash provided by/ (used in) operating activities
Net cash used in investing activities
c
d
835,760,133
(1,906)
606,314,420
(214,162)
d = a+b+c+d
497,547,348
(511,280,751)
Cash and cash equivalents at the beginning of the year (refer note below)
110,246,647
360,812,696
Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents
Net increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents transferred on scheme of

arrangement (refer note 2.25)
Adjusted cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (refer note below)
38
f = d + e
-
110,246,647
607,793,995
260,714,702
621,527,398
110,246,647
Annual Financial
Statements
Cash flows from financing activities

(Repayment of)/ proceeds from borrowings
(1,908,878,637)
1,720,381,090

Issue of equity share capital
4,185,720,000

Interest and financing charges paid
(1,441,081,230)
(1,114,066,670)
Directors Report
Operating cash flows before working capital changes

Increase in inventories

Increase in trade receivables

Increase in loans and advances

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

Increase in liabilities and provisions
Notice
872,589,246
(338,320)
1,141,585,138
(10,037,446)
22,757,024
(560,000)
(17,103,108)
(43,666,243)
Managing Directors
Statement
963,513,046
(23,538,763)
(313,480)
1,438,788,362
(2,454,108)
(23,585,704)
-
80,000
98,601
-
4,431,348
Sustainable
Development Report
(1,192,585,323)
Our Brands
(883,495,656)
Company & Group

Profile
Cash flows from operating activities

(Loss) before tax
Adjustments:

Depreciation and amortisation

Release of deferred government grants

Dividend income

Interest and financing charges, excluding bank charges

Interest income

Loss/ (profit) on sale/ adjustment of fixed assets

Net gain on sale of investments

Provision for diminution in the value of investments

Investments written off

Reversal of impairment loss

Unrealised foreign exchange difference
Vision, Mission
& Values

Cash flow statement continued

For the year ended

31 March 2013
For the year ended

31 March 2012
Note:
Components of cash and cash equivalents

Cash and cash equivalents (refer note 2.16)
624,910,343
150,033,867

Book overdraft (refer note 2.8)
(17,116,348)
(39,787,220)

607,793,995

for B S R & Co.

Zubin Shekary
Partner

Paolo Lanzarotti
Managing Director
Ari Mervis
Director
Paul DSilva
Sridhar S

Company Secretary
Bangalore
Date: 28 May 2013
Bangalore
Date: 28 May 2013
39
110,246,647

Vision, Mission
& Values

1. Significant accounting policies
These
financial
statements,
therefore,
do
not
include
any adjustments relating to
recoverability and classification of
asset amounts or to classification
and amount of liabilities that may
be necessary if the Company was
unable to continue as a going
concern.
The amount recognised as

sale is net of sales tax, sales
returns and trade discount.
Sales are presented both
gross and net of excise duty.
(ii) Income from contract bottling

1.3 Use of estimates

(iii) Interest

Interest income is recognised

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

1.2 Going concern
1.4 Revenue recognition
1.5 Fixed assets
- Expected steady future growth

reflected in financial projections
prepared by the management;
- Expected continual technical and

financial support by the SABMiller
group; and
Revenue is recognised to the

extent that it is probable that the
economic benefits will flow to the
Company and the revenue can be
measured reliably.
(i) Sale of goods

Revenue
from
sale
of
manufactured and traded
goods is recognised on transfer
of all the significant risks and
rewards of ownership to the
buyer which normally takes
place on despatch of goods.
40
Fixed assets are carried at cost

of acquisition or construction less
accumulated depreciation and
provision for impairment of assets.
The cost of fixed assets includes
freight, duties, taxes and other
incidental expenses related to
the acquisition or construction of
the respective assets. Borrowing
costs directly attributable to
acquisition or construction of those
fixed assets which necessarily
take a substantial period of time
to get ready for their intended
Annual Financial
Statements
These
financial
statements
have been prepared on a going
concern basis, notwithstanding
accumulated losses and reliance
on short term borrowings due to
the following considerations:
Directors Report
Revenue from sale of spent

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

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

prepared and presented under
the historical cost convention on
the accrual basis of accounting.
The financial statements have
been prepared to comply in
all material respects with the
mandatory Accounting Standards
(AS) prescribed by Companies
(Accounting Standards) Rules,
2006 and the relevant provisions
of the Companies Act, 1956,
to the extent applicable. These
financial statements are prepared
and presented in Indian Rupees.
Income from contract bottling

is recognised when the right
to receive bottling fee is
established which normally
takes place on despatch of
goods by contract bottlers to
its customers.
Sustainable
Development Report
1.1 Basis of preparation
- Subsequent renewal of shortterm borrowings from banks.
Our Brands
SABMiller
India
Limited
(the
Company), formerly SKOL Breweries
Limited, was incorporated as a private
limited company under the Companies
Act, 1956 on 18 November 1988. With
effect from 22 June 2012 the name
of the Company was changed from
SKOL Breweries Limited to SABMiller
India Limited. The Company is primarily
engaged in the business of brewing,
packaging, distribution, marketing and
sale of beer.
Company & Group

Profile
Background


use are capitalised to the extent
they relate to the period till such
assets are ready to be put to use.
Intangible assets are recorded at
their acquisition cost.

at a higher rate based on the

managements estimate of useful
life/ remaining useful life.

Freehold land is not depreciated.

Leasehold land is amortised
over the lease term. Leasehold
improvements are amortised over
the lease term or its estimated
useful life of 5 years, whichever is
lower.
Pro-rated depreciation is provided

on all assets purchased or sold
during the year. Assets, costing
individually Rs.5,000 or less, are
depreciated in full in the year of
purchase.
The useful life of brands, which

primarily
represent
brands
purchased, have been determined
based
on
managements
assessment of market conditions
in India, intent to use and ability
to maintain these assets, previous
history of these brands and
internationally accepted practices.
The costs of the fixed assets, which

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

Depreciation on fixed assets

is provided on the straight-line
method as per the rates and in the
manner prescribed in Schedule XIV
to the Companies Act, 1956. The
rates of depreciation prescribed in
Schedule XIV to the Companies
Act, 1956 are considered as
minimum rates. However, where
the managements estimate of the
useful life of a fixed asset at the
time of acquisition of the asset or
of the remaining useful life on a
subsequent review is shorter than
that envisaged in the aforesaid
schedule, depreciation is provided
1.7 Impairment

The Company periodically assesses

whether there is any indication
that an asset or a group of assets
comprising a cash generating
unit may be impaired. If any such
indication exists, the Company
estimates the recoverable amount
of the asset. For an asset or group
of assets that does not generate
largely independent cash inflows, the
recoverable amount is determined
for the cash generating unit to
which the asset belongs. If such
recoverable amount of the asset or
the recoverable amount of the cash
generating unit to which the asset
belongs is less than its carrying
amount, the carrying amount is
reduced to its recoverable amount.
The reduction is treated as an
impairment loss and is recognised
in the statement of profit and loss.
The recoverable amount is higher
of the assets net selling price and
value in use.
After recognition of impairment

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

is an indication that if a previously
assessed impairment loss no
longer exists, the recoverable
amount is reassessed and the
asset is reflected at the recoverable
amount subject to a maximum
of depreciable historical cost. An
impairment loss is reversed only to
the extent that the carrying amount
of asset does not exceed the net
book value that would have been
determined, if no impairment loss
had been recognised.
Pursuant to this policy the following fixed assets are depreciated to their residual
value over their estimated useful life:
Class of assets
Number of years
Buildings
28
Plant and machinery

- Chillers
- Crates
- Wooden pallets
- Others
5
2
3
14-18
Computer equipment
Furniture and fixtures
Office equipment
Motor vehicles
Brands
20
Computer software
41

Vision, Mission
& Values


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

realisable value is made on an itemby-item basis. The net realisable
For forward exchange contracts

and other derivatives that are
not covered by AS 11 - The
Effects of Changes in Foreign
Exchange Rates and that relate
to a firm commitment or highly
Monetary assets and liabilities

denominated in foreign currencies
as at the balance sheet date
are translated at the closing
The methods of determination of cost of various categories of

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

goods (including goods in
transit)
FIFO method. Production

overheads are allocated on
the basis of normal
capacity of production
facilities
Maintenance spares, which are in regular use and are not an

integral part of any fixed asset, are treated as inventory and
valued at cost.
42
Annual Financial
Statements
The exchange difference on

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

recorded at the rates of exchange
prevailing on the date of the
respective transactions. Exchange
differences arising on foreign
exchange transactions settled
during the year are recognised in
the statement of profit and loss for
the year.
Notice
Inventories are valued at lower of

cost and net realisable value. Cost
of inventories comprises purchase
price, costs of conversion and
other costs incurred in bringing the
inventories to their present location
and condition.
1.11 Foreign exchange
1.10 Inventories

Forward contracts and other

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

at cost less any other-thantemporary diminution in the value,
as determined by management
on commercial consideration
determined separately for each
individual investment.
Sustainable
Development Report
exchange rate on that date and

the resultant exchange differences
are recognised in the statement of
profit and loss.
Our Brands
value of work-in-progress is
determined with reference to the
selling prices of related finished
goods in the ordinary course of
business, less estimated cost of
completion and estimated costs
necessary to make the sale.
Raw materials, packing materials
and other supplies held for use
in production of inventories are
not written below cost except in
cases where material prices have
declined, and it is estimated that
the cost of the finished products
will exceed their net realisable
value.
Company & Group

Profile
1.8 Borrowing costs


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

(i) Contributions to provident

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

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

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

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

(iv) Compensated absences are

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

Income-tax expense comprises

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

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

(on a year on year basis) and
Leases where the lessor effectively

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

1.15 Taxation
and
contingent
The Company recognises a

provision when there is a present
obligation as a result of an
obligating event that probably
requires outflow of resources and
a reliable estimate can be made
of the amount of the obligation. A
disclosure of a contingent liability
is made when there is a possible
obligation or a present obligation
that may, but probably will not,
require an outflow of resources.
When there is a possible obligation
or a present obligation that the
likelihood of outflow of resources is
remote, no provision or disclosure
is made.
Provisions for onerous contracts,
i.e. contracts where the expected
unavoidable costs of meeting the
43

Vision, Mission
& Values

Government grants are recognised

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

assets are treated as deferred
income which is recognised in the
statement of profit and loss on a
systematic and rational basis over
the useful life of the assets. An
amount equivalent to the annual
depreciation charge on the fixed
assets purchased from such
capital grants is released to the
statement of profit and loss. Grants
related to non-depreciable assets
are credited to capital reserve.
Annual Financial
Statements
Directors Report
44
1.19 Government grants

Notice
The basic earnings per share is

computed by dividing the net
profit or loss attributable to equity
shareholders for the year by the
weighted average number of
equity shares outstanding during
the year. The number of equity
shares used in computing diluted
earnings per share comprises
the weighted average number of
shares considered for deriving
basic earnings per share, and also
The Company applies intrinsic

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

indirect method, whereby the net
profit before tax is adjusted for
the effects of transactions of a
non-cash nature and any deferrals
or accruals of past or future
cash receipts or payments. The
cash flows from regular revenue
generating, investing and financing
activities of the Company are
segregated.
Managing Directors
Statement
Sustainable
Development Report
1.16 Earnings per share
1.18 Cash flow statement
1.17 Employee stock compensation

cost

Our Brands
Minimum Alternative Tax (MAT)

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

effect of uncertainty as to whether
any performance criteria of share
options will be met is dealt with by
estimating the probability of shares
vesting and therefore the cost is
adjusted and readjusted for the
probability of vesting in the vesting
period.
Company & Group

Profile
the weighted average number of

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

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

2. Notes to the financial statements

2.1 Share capital

Authorised
320,000,000 (previous year: 300,000,000) equity shares of Rs.10 each

Issued, subscribed and paid up
313,170,736 (previous year: 231,183,745) equity shares of Rs.10 each
fully paid up
As at
31 March 2013
As at
31 March 2012
3,200,000,000
3,200,000,000
3,000,000,000
3,000,000,000
3,131,707,360
2,311,837,450
3,131,707,360
2,311,837,450
(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
Name of the share holder

Equity shares
At the commencement of the year
Add: Issued during the year

At the end of the year
As at 31 March 2013
No. of shares
Amount (Rs.)
As at 31 March 2012
No. of shares
Amount (Rs.)
231,183,745
81,986,991
2,311,837,450
819,869,910
231,183,745
2,311,837,450
- -
313,170,736
3,131,707,360
231,183,745
2,311,837,450
(b) Rights, preferences and restrictions attached to equity shares

The Company has issued only one class of equity shares having a par value of Rs.10 each. All equity shares rank equally with regard to
dividends and share in the Companys residual assets. Each holder of equity shares is entitled to one vote per share.
(c) Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Equity shares of Rs.10 each, fully paid up
I) SABMiller Asia BV (Holding company with effect from 13 March 2013)
II) SABMiller Breweries Private Limited (Holding company upto 13 March 2013)
III) Step-down subsidiaries of SABMiller plc, the ultimate holding company,

other than at I and II above

- SABMiller India Holdings, Mauritius

- Austindia Pty Ltd, Australia
As at
31 March 2013
As at
31 March 2012
162,086,038
142,068,967
87,341,038
142,067,977
5,590,817
1,651,174
-
-
* SABMiller plc is the ultimate holding company

(d) List of persons holding more than 5 percent shares in the Company

Equity shares
SABMiller Asia BV
SABMiller Breweries Private Limited
As at 31 March 2013
No. of shares
% holding
162,086,038
142,068,967
51.76
45.36
As at 31 March 2012
No. of shares
% holding
87,341,038
142,067,977
37.78
61.45
(e) During the five-year period ended 31 March 2013

- 7,241,991 (previous year: Nil) equity shares of Rs.10 each have been allotted as fully paid up pursuant to a Scheme of Arrangement
as approved by the Honourable High Court of Bombay (refer note 2.25), without payment being received in cash.
- No bonus shares have been issued by the Company and the Company has not bought back any shares.
45

Vision, Mission
& Values

As at
31 March 2013

Securities premium account
Opening balance
Add: Securities premium received during the year
As at
31 March 2012
2,000,000
2,000,000
2,000,000
2,000,000
6,138,637,748
3,438,270,000
6,138,637,748
-
(1,029,743,130)
-
(1,457,236,076)
427,492,946
(1,029,743,130)
(1,029,743,130)
1,218,399,316
1,218,399,316

1,218,399,316
Surplus/ (deficit)
Opening balance
(4,914,138,056)
Add: (Loss) for the year
(883,495,656)
Add: (Losses) of Demerged Undertaking for the period from 1 April 2009
to 31 March 2011 transferred as per the scheme of arrangement
[refer to note 2.25(c)]
-

(5,797,633,712)
1,218,399,316
General reserve
3,969,930,222

2.3 Long-term borrowings

As at
31 March 2013
(3,624,878,213)
(1,194,131,325)
(95,128,518)
(4,914,138,056)
1,415,155,878
As at
31 March 2012
Unsecured
Term loans

External commercial borrowings from banks

Loans and advances from related party (refer to note 2.37)
2,267,073,437
89,305,379
2,292,142,686
54,081,207
2,356,378,816
2,346,223,893
2.4 Other long-term liabilities

As at
31 March 2013
Derivative financial liabilities

Deposits from customers and del credere agents
Deferred revenue
46
As at
31 March 2012
12,824,782
201,457,453
2,616,408
8,349,563
237,095,214
-
216,898,643
245,444,777
Annual Financial
Statements

(c)
Corporate guarantees have been given by SABMiller plc for the external commercial borrowings from banks.
Terms of repayment:
(i) External commercial borrowings from Standard Chartered Bank are repayable after a period of 5 years from each draw-down
date. The external commercial borrowings carry an interest at applicable LIBOR plus margin (350 basis points), payable on a
monthly basis. Of the above outstanding balance in the current year, Rs.1,316,838,346 (previous year: Rs.1,402,355,186) and
Rs.950,235,091 (previous year: Rs.889,787,500) are due for repayment in the financial year 2015-16 and 2016-17 respectively.
(ii) Loans and advances from related party is not repayable before 1 April 2015. It carries an interest of 9.5% compounded annually.
There have been no defaults in repayment of principal and interest as at 31 March 2013 (previous year: Nil).
Directors Report
(a)

(b)

Notice
Managing Directors
Statement
6,138,637,748
Sustainable
Development Report
9,576,907,748
Our Brands

Amalgamation adjustment reserve/ (deficit) account
Opening balance
Add: On account of scheme of arrangement [refer to note 2.25(b)]
Company & Group

Profile
2.2 Reserves and surplus

Capital reserve


2.5 Long-term provisions

Provision for gratuity (refer to note 2.34)
Provision for compensated absences
As at
31 March 2013

2.6 Short-term borrowings

(a)

(b)

(c)

146,565,716
118,265,610
As at
31 March 2012
339,819,491
125,818,645
6,560,000,000
6,899,819,491
8,420,000,000
8,545,818,645
As at
31 March 2013
Trade payables
Due to micro and small enterprises (refer to note 2.41)
Due to other creditors
Acceptances

2.8 Other current liabilities

2.9 Short-term provisions

Provision for gratuity (refer to note 2.34)
Provision for compensated absences
Provision for claims (refer to note 2.36)
Provision for fringe benefit tax (net of advance tax)
Provision for income-tax (net of advance tax and tax deducted at source)

47
As at
31 March 2012
36,859,699
2,240,867,079
174,501,871
31,187,466
1,739,007,404
103,743,169
2,452,228,649
1,873,938,039
As at
31 March 2013
Current maturities of long term debts

Interest accrued but not due on borrowings
Payable to related parties for expenses (refer to note 2.37)
Book overdraft
Excise duty payable
Other liabilities
Statutory dues
Creditors for capital goods
Derivative financial liabilities
Deferred revenue
For expenses

81,541,629
36,723,981
Working capital loan from banks are due for repayment or renewal within a period of 12 months.
There has been no defaults in repayment of principal and interest as at 31 March 2013 (previous year: Nil)
Of the above working capital loan from banks, Rs.1,000,000,000 (previous year: Rs. Nil) is covered by corporate guarantees given by
SABMiller plc.
2.7 Trade payables

95,135,153
51,430,563
As at
31 March 2013
Loan repayable on demand

Unsecured:
From banks
Bank overdraft
Other loans and advances
Unsecured:
From banks
Working capital loan

As at
31 March 2012
As at
31 March 2012
-
78,746,911
106,772,807
17,116,348
320,089,958
572,488,800
81,039,779
193,904,976
39,787,220
353,136,730
440,529,496
106,491,990
25,638,678
1,908,657
1,630,827,209
2,728,122,054
434,368,757
92,400,339
8,041,959
1,586,744,165
3,361,912,725
As at
31 March 2013
As at
31 March 2012
14,867,261
11,143,619
429,572,753
5,047,648
18,011,044
478,642,325
275,801
10,584,963
363,242,480
5,047,648
18,011,044
397,161,936

Vision, Mission
& Values
Company & Group

Profile
Our Brands
Sustainable
Development Report
Managing Directors
Statement
Notice
Directors Report
Annual Financial
Statements
48


2.11 Non-current investments

As at
31 March 2013
Non-current investments
Non trade - at cost
Investment in equity shares - unquoted
80,000 (previous year: 80,000) fully paid up equity shares of Rs.3

(previous year: Rs.3) each in Vulcan Leasing and Investments Limited
5,005 (previous year: 5,005) fully paid up equity shares of Rs.100

each in Janata Sahakari Bank Limited
295 (previous year: 295) fully paid up equity shares of Rs.100 each
in Haryana State Cooperative Bank Limited
As at
31 March 2012
80,000
80,000
500,500
500,500
29,500
29,500
Nil (previous year:1) fully paid up equity shares of Rs.10 each

of MBL (AP) Breweries Limited
Nil (previous year: 12,000) fully paid up equity shares of Rs.10 each
of Shushruta Medical Aid and Research Hospitals Limited
12,000
of Maini Granites Limited
5,000
Nil (previous year: 300) fully paid up equity shares of Rs.10 each in
AP Heavy Machinery & Engineering Limited
300
Nil (previous year: 10,000) fully paid up equity shares of Rs.10 each in
Anusha International Limited
10,000
Nil (previous year: 1,700) fully paid up equity shares of Rs.100 each in
Maa Communication Bozel Limited
1,700
in Sachdev International Limited
7,000
in Scarlet Flowers and Agritech Limited
12,500
Nil (previous year: 100) fully paid up equity shares of Rs.10 each
in Indana Spices and Food India Limited
100
in SDF Industries Limited
50,000
610,000
708,601
(610,000)
(530,000)
178,601
Less: Provision for, other than temporary, diminution in the value of
investments
49

Vision, Mission
& Values
30,000 (previous year: 30,000) fully paid up equity shares of

Re.1 each in ITC Limited
As at
31 March 2013
As at
31 March 2012
400 (previous year: 400) fully paid up equity shares of

Rs.10 each in Ultratech Cement Limited
400,060
400,060
400 (previous year: 400) fully paid up equity shares of

Rs 2 each in Tata Motors Limited
56,944
56,944

Rs.2 each in Ambuja Cement Limited
2,115,000
2,115,000

Rs.2 each in Larsen & Toubro Limited
2,598,850
2,598,850

Rs.2 each in Satyam Computer Services Limited
633,500
633,500

Rs.10 each in Syndicate Bank Limited
Aggregate market value of quoted investments

Aggregate provision for diminution in value of investments
2,256,323
26,550
2,282,873
11,407,447
2,159,332
26,550
2,185,882
11,489,057
16,597,700
(610,000)
13,791,790
(530,000)
As at
31 March 2013

Unsecured, considered doubtful


Less: Provision for doubtful loans and advances
452,196,166
476,228,205
149,414,224
149,414,224
182,031,074
182,031,074
(149,414,224)
(182,031,074)
-
452,196,166
50
8,407,549
61,890,143
-
476,228,205
Annual Financial
Statements
157,105,895
32,458,389
40,232,216
170,910,550
1,973,463
3,250,000
-
Directors Report

Unsecured, considered good

Capital advances
114,763,107

Security deposits
49,535,327

Rental deposits
36,345,266

Advance tax and tax deducted at source (net of provision for income-tax)
164,348,823

Fringe benefit tax (net of provision for fringe benefit tax)
1,973,463

Minimum alternate tax credit entitlement
3,250,000

Loans and advances to related parties (refer to note 2.37)
1,043,804


- Prepaid expenses
11,373,126

- Others
69,563,250
As at
31 March 2012
Notice
2.12 Long-term loans and advances

700,470
9,124,574
Managing Directors
Statement

Investment in government or trust securities

National Savings Certificates

Indira Vikas Patra

700,470
9,124,574
Sustainable
Development Report
2,619,750
Our Brands
2,619,750
Company & Group

Profile
2.11 Non-current investments continued

Investment in equity shares - quoted


2.13 Other non-current assets

Deposit made under protest

Derivative financial assets

Balances with banks:

- in current account *

- in margin money deposit accounts maturing after 12 months
As at
31 March 2013
As at
31 March 2012
334,667,125
189,777,962
203,660,993
270,662,446
5,161,504
4,579,671
5,161,504
4,579,671
534,186,262
484,064,614
* Out of the amounts held in current account, Rs 5,161,504 (previous year: Rs 5,161,504) is held in lien by government authorities.

2.14 Inventories

Raw materials
Goods in transit - raw materials
As at
31 March 2013
As at
31 March 2012
1,585,747,400
1,508,018,557
15,290,109
6,702,202
Work-in-progress
215,001,329
222,427,908
Finished goods
546,958,060
786,209,025
Goods in transit - finished goods
Stores and spares

7,229,105
2,944,830
303,896,390
2,674,122,393
216,042,193
2,742,344,715
Refer note 1.10 of significant accounting policies on disclosure of method for valuation of inventories
2.15 Trade receivables

Unsecured
Outstanding for a period exceeding six months
Considered good
Considered doubtful
As at
31 March 2013
Less: Provision for doubtful debts

Others

Considered good
Considered doubtful
Less: Provision for doubtful debts
As at
31 March 2012
100,123,157
477,988,257
363,750,746
477,988,257
463,873,903
(477,988,257)
(363,750,746)
100,123,157
6,198,545,813
4,552,687,557
40,791,994
37,285,013
6,239,337,807
4,589,972,570
(40,791,994)
(37,284,960)
6,198,545,813
4,552,687,610
6,198,545,813
4,652,810,767
51

Vision, Mission
& Values

2.16 Cash and bank balances

146,198,187
3,791,882
43,798
150,033,867
21,521,205
21,521,205
19,149,772
19,149,772
646,431,548
169,183,639
As at
31 March 2013
As at
31 March 2012
1,625,430
4,240,533
142,348,736
13,654,696
113,832,161
488,499,093
1,819,808
10,366,971
88,139,033
8,695,263
193,565,519
339,928,414
1,370,852
765,574,442
643,691,482
As at
31 March 2013
-
97,117,000
218,822,387
-
97,117,000
218,822,387
For the year ended
31 March 2013
For the year ended
31 March 2012
Income from contract bottling
102,609,961
23,598,443
Sale of spent malt and scrap
314,311,705
239,827,615
Duty draw back on exports
12,977,734
8,928,196
Royalty income
23,814,921
24,229,386
453,714,321
296,583,640
52
Annual Financial
Statements
2.19 Other operating revenues

As at
31 March 2012
Directors Report
2.18 Other current assets

Derivative financial assets

Government grants receivable (refer note 2.42)
Notice
1,179,415
Managing Directors
Statement

Loans and advances to related parties (refer to note 2.37)
Others

- Loans and advances to employees

- Advances for supply of goods and rendering of services

- Duty drawback receivable

- Prepaid expenses

- Balances with excise and other government authorities

- Interest accrued but not due

Sustainable
Development Report
2.17 Short-term loans and advances

622,787,674
2,122,669
-
624,910,343
Our Brands

Other bank balances


- in margin money deposit accounts maturing within 12 months

As at
31 March 2012
Company & Group
Profile

Cash and cash equivalents


- in current accounts

- in exchange earners foreign currency (EEFC) account

Cash on hand

As at
31 March 2013


2.20 Other income

For the year ended
31 March 2013
2,454,108
313,480

For the year ended
31 March 2012

Interest income

Dividend income

Net gain on foreign currency translation and transactions

Other non-operating income

- Profit on sale of fixed assets, net

- Net gain on sale of investments

- Write back of provision for doubtful advances

- Release of deferred government grants (refer note 2.42)

- Miscellaneous income
23,585,704
-
109,116,850
23,538,763
9,465,963
-
560,000
-
-
14,054,471
168,474,868
46,072,530
2.21 Changes in inventories of finished goods,

work-in-progress and traded goods
Opening stock
Work-in-progress
Finished goods
Add: Opening stock of Demerged Undertaking as at 1 April 2011
Work-in-progress
Finished goods, including in transit

Less: Excise duty on opening stock
Less: Excise duty on opening stock of Demerged

Undertaking as at 1 April 2011
Closing stock
Work-in-progress
Finished goods, including in transit
(A)
(Increase)/ decrease in work-in-progress and finished goods
2.22 Employee benefits expense

Salaries and wages
Contributions to
For the year ended
222,427,908
789,153,855
175,549,615
692,252,626
-
-
10,606,637
5,775,714
31 March 2012
1,011,581,763
884,184,592
401,519,657
336,255,945
4,272,151
610,062,106
543,656,496
215,001,329
554,187,165
222,427,908
789,153,855
769,188,494
1,011,581,763
336,634,985
401,519,657
(B)
432,553,509
610,062,106
(A-B)
177,508,597
(66,405,610)
Less: Excise duty on closing stock
For the year ended
31 March 2013
10,037,446
338,320
21,082,293
For the year ended
31 March 2013
For the year ended
31 March 2012
1,348,885,826
1,288,188,454
- provident and other funds
48,384,261
41,812,978
- gratuity
30,178,980
19,373,804
Compensated absences
17,738,408
11,183,457
Staff welfare expense
45,982,525
39,657,862
1,491,170,000
1,400,216,555
53

Vision, Mission
& Values

2.23 Finance cost

31 March 2013
Interest expense
Other borrowing costs

2.24 Other expenses

For the year ended
31 March 2012
1,420,006,356
31,964,301
1,122,390,967
30,508,820
1,451,970,657
1,152,899,787
For the year ended
31 March 2013
For the year ended
31 March 2012
862,471,251
Commission on sales
427,143,211
288,741,263
Freight outward
1,330,446,894
1,022,245,509
Power and fuel
911,734,615
793,649,206
Advertisement and publicity
1,070,717,247
955,881,741
Management group service charge
346,100,027
328,327,290
Rates and taxes
192,926,670
142,586,362
Legal and professional
154,413,232
191,207,276
Clearing and forwarding
232,510,836
194,430,896
Travel and conveyance
195,211,279
151,036,214
Consumption of stores and spare parts
164,710,668
120,943,276
Rent
114,371,291
129,132,843
Repairs
19,497,102
9,042,229
- plant and machinery
97,525,117
93,029,205
- others
100,404,351
117,270,503
45,146,812
44,065,018
22,757,024
117,744,545
21,518,746
Insurance
Loss on sale/ adjustment of fixed assets, net
Provision for doubtful debts
Provision for doubtful loans and advances
68,000,000
14,765,425
Bad and doubtful debt written off
22,492,361
748,062
Doubtful loans and advances written off
44,430,205
4,766,301
Provision for claims, net
66,330,273
51,585,497
Provision for diminution in the value of investments
80,000
Investments written off
98,601
Net loss on foreign currency translation and transactions
100,628,158
Miscellaneous
430,782,919
392,626,581
6,954,119,790
5,952,827,718
Annual Financial
Statements
Directors Report
- buildings
Notice
Managing Directors
Statement
700,673,376
Sustainable
Development Report
Sales scheme expenses
Our Brands
54
Company & Group

Profile
For the year ended


2.25 Scheme of arrangement
with SABMiller Breweries Private
Limited given effect to in financial
statements for the year ended 31
March 2012
During the previous year, vide a Scheme
of Arrangement (the Scheme) under
Section 391 to 394 of the Companies
Act, 1956 between the Company (the
Resulting Company) and SABMiller
Breweries
Private
Limited
(the
Demerged Company), the brewery
business (the Demerged Undertaking)
of the Demerged Company vested with
the Company retrospectively from 1
April 2009 (the Appointed Date). The
Demerged Undertaking comprises of
the business of brewing, packaging,
distributing, marketing and sale of
beer and includes all assets (whether
moveable or immoveable, tangible or
intangible, real or personal, corporeal
or incorporeal, present, future or
contingent) and liabilities, which relate
thereto or are necessary therefore,
including items specifically, set out in
detail in the Scheme.
a)
Salient features of the Scheme

Salient features of the Scheme as
approved by the Honourable High
Court of Bombay (the Court) on
29 March 2012 and filed with the
Registrar of Companies (ROC) on
18 April 2012 (the Effective Date)
are given below:
(i) the business of the Demerged

Undertaking together with
all related assets, liabilities
and employees, including
terms specifically listed in the
Scheme would be vested
with the Company with
retrospective effect from the
Appointed Date;
(ii) all debts, liabilities, duties

and
obligations
of
the
Demerged Undertaking as on
the Appointed Date shall be
transferred to the Company;

(iii) all
suits,
actions
and
proceedings by or against
the Demerged Undertaking
pending and/ or arising on
or before the Effective Date
continue and be enforced by
or against the Company;
(iv) with effect from the Appointed
Date and up to the Effective
Date the Demerged Company
carried on the business and
activities of the Demerged
Undertaking in trust for the
Company;
(v) with effect from the Appointed

Date, all profits, incomes,
losses and expenditure of
Demerged
Undertaking
have
been
treated
as
profits, incomes, losses and
expenditure of the Company;
and
(vi) the Company shall issue and

allot 7,241,991 fully paid up
equity shares of Rs.10 each at
par on a proportionate basis
to the equity shareholders
of the Demerged Company
by allotting 5,590,817 and
1,651,174 equity shares to
SABMiller India Holdings,
Mauritius and Austindia Pty
Limited, Australia respectively
based on valuation as at
31March 2011.
b) Accounting treatment in the

books of the Company, as per
the approved Scheme

(i) all the assets and liabilities of

the Demerged Undertaking
shall be recorded at their
respective book values;
55
(ii) the nominal value of equity

shares issued and allotted
to the shareholders of the
Demerged Company shall be
credited to the Equity Share
Capital account;
(iii) the
obligations in respect
of amount of inter-company
balances
between
the
Demerged Undertaking and
the Company shall come to
an end;
(iv) all costs, charges and

expenses (other than stamp
duty and registration charges,
if any, of or in respect of any
deed, document, instrument
or orders of the Court
which shall be, borne by the
Resulting Company alone) in
relation to or connection with
negotiations leading up to this
Scheme and of carrying out
and implementing the terms
and provisions of this Scheme
shall be borne and paid by the
Company; and
(v) the difference between the

amount
representing
the
surplus of assets and liabilities
of the Demerged Undertaking
recorded in the Companys
books of account and the
aggregate value of equity
share capital issued by the
Company shall be treated as
Amalgamation Reserve and
shall not be utilised for the
purpose of declaring dividend
by the Company in future.

Vision, Mission
& Values

Based on the accounting treatment prescribed above, the following assets and liabilities of the Demerged
Undertaking have been incorporated in the books of account of the Company as on 1April2009:
As per the book value of the Demerged
Company as at 1 April 2009
Assets acquired

Fixed assets including capital work-in-progress

Inventories

Trade receivables

Cash and bank balances

Loans and advances
Liabilities acquired

Current liabilities

Provisions
247,989,569
33,139,860
Total (B)
281,129,429
499,912,856
Managing Directors
Statement
Net assets acquired (A - B)

Less: Nominal value of 7,241,991 equity shares of Rs.10 each to

be issued to the shareholders of the Demerged Company
Net surplus transferred to Amalgamation adjustment reserve
Sustainable
Development Report
781,042,285
Our Brands
292,283,844
62,210,403
149,869,295
20,900,000
255,778,743
Total (A)
Company & Group

Profile
Particulars

72,419,910
427,492,946
c) Results of the Demerged Undertaking for the period 1 April 2009 to 31 March 2011
1,247,985,993
54,950,441
Total (A)
1,302,936,434
Total (B)
835,758,627
55,518,187
431,531,426
74,889,911
366,801
Annual Financial
Statements
Expenditure

Cost of materials (includes inter-company Rs.36,211,985)

Employee benefits expense

Other expenses (includes inter-company Rs.150,954,720)

Depreciation

Finance cost

Amount (Rs.)
Directors Report
Notice
Particulars

Income

Revenue (includes inter-company Rs.16,182,276)

Other income (includes inter-company Rs.28,436,962)
1,398,064,952
(Loss) before tax (A - B)

Tax expense
(Loss) after tax
(95,128,518)
(95,128,518)
Losses of Demerged Undertaking for the period from 1 April 2009 to 31 March 2011 have been added to the debit balance in the statement of profit and loss and
shown under reserves and surplus in note 2.2 to the financial statements thus eliminating the effect of inter-company transactions aggregating to Rs.142,547,467
56


2.26. Contingent liabilities and other commitments
Particulars

As at
31 March 2013
As at
31 March 2012
(i) Contingent liabilities

Claims against the Company not acknowledged as debts in respect of:

a) Sales tax matters

b) Excise matters
c) Service tax matters
d) Custom matters
72,064,618

e) Other matters
(ii) Commitments

a) Estimated amount of contracts remaining to be executed on

capital account (net of advances) and not provided for

b) Other commitments
- Purchase of Hops
75,031,390
81,732,268
92,146,972
158,536,768
158,536,768
261,555
261,555
36,960,054
23,145,575
341,467,151
296,507,580
63,691,074
29,619,071
2.27. Income from contract bottling operations pertains to the revenue share the Company has earned on sales made by the
tie-up units (contract bottlers). These revenues are recorded on a net basis in order to comply with relevant statutory
regulations, where by tie-up units raise invoices on their customers, discharge statutory dues and taxes and record
sales on a gross basis in the financial statements. The contract bottling agreement further specifies that the dealing
between the Company and the contract bottlers is on a principal to principal basis. The above practice is consistent
with prevalent industry practice.
2.28. Auditors remuneration, net of service tax (included under legal and professional expenses)
Particulars

For the year ended
31 March 2013
For the year ended
31 March 2012
As auditor

- Statutory audit
- Tax audit
Reimbursement of expenses
57
10,100,000
10,100,000
1,400,000
1,400,000
447,428
452,223

2.29. Additional information pursuant to the provisions of paragraph 5 of general instructions for preparation of
the statement of profit and loss as per revised Schedule VI to the Companies Act, 1956:
Beer

For the year ended
31 March 2013
789,153,854
-
33,487,465,251
554,187,165
31 March 2012
692,252,626
5,775,714
27,825,853,277
789,153,854
Our Brands
Opening stock
Add: Opening stock of demerged undertaking
Sales (gross of excise duty)
Closing stock
For the year ended
Company & Group

Profile
(a) Details of finished goods (including goods in transit) and turnover (gross)
Vision, Mission
& Values
(b) Details of traded goods

For the year ended
31 March 2013
Opening stock
Purchases
Sales
Closing stock
-
400,513,592
596,474,005
-
For the year ended
31 March 2012
2,371,323
3,565,763
-
Particulars

For the year ended
31 March 2013
1,788,575,131
3,713,036,893
1,019,785,794
3,057,031,060
9,578,428,878
31 March 2012
1,502,684,640
3,750,538,524
806,114,727
2,544,775,784
8,604,113,675
Particulars

For the year ended
31 March 2013
For the year ended
31 March 2012
Amount (Rs.)
288,128,764
%
3
Amount (Rs.)
136,382,345
%
2
Indigenous
9,290,300,114 97
8,467,731,330
98
9,578,428,878 100
8,604,113,675 100
(e) Consumption of imported and indigenous stores and spares

Particulars

For the year ended
31 March 2013
Amount (Rs.)
33,852,053

Imported
Indigenous

%
21
130,858,615 79
164,710,668 100
58
For the year ended
31 March 2012
Amount (Rs.)
14,480,468
%
12
106,462,808 88
120,943,276 100
Annual Financial
Statements

Imported
Directors Report
(d) Consumption of imported and indigenous raw materials and packing materials
Notice
Malt (including raw barley used directly in manufacturing process)

Bottles
Cans
Others *

For the year ended
Managing Directors
Statement
(c) Consumption of raw materials and packing materials
Sustainable
Development Report
Beer



2.30. Earnings per share
(Figures in Rs. except number of shares)
Particulars

For the year ended
31 March 2013
Loss for the year attributable to equity shareholders

Weighted average number of equity shares of Rs.10 each used for
calculation of basic and diluted earnings per share*
Basic and diluted earnings per share
For the year ended
31 March 2012
(883,495,656)
(1,194,131,325)
242,316,572
238,425,736
(3.65)
(5.01)
* Since the economic benefits under the Scheme have accrued from the appointed date, the number of equity shares to be issued pursuant to the scheme has also been
considered as of the beginning of the previous year for the purpose of calculation of earnings per share for the previous year.
2.31. Value of imports on CIF basis

Particulars

For the year ended
31 March 2013
Raw materials
Stores and spares
Capital goods

For the year ended
31 March 2012
255,874,248
43,639,309
77,665,142
69,907,234
28,208,921
115,715,962
377,178,699
213,832,117
2.32. Expenditure in foreign currency (accrual basis)

Particulars

For the year ended
31 March 2013
Travel and conveyance

Management group service charge *
Salaries, wages and bonus
Interest expense **
Professional and consultation fees
Others

13,345,530
346,100,027
53,553,985
286,142,380
16,835,723
46,461,038
762,438,683
For the year ended
31 March 2012
13,663,640
328,327,290
53,078,184
227,439,048
30,266,456
23,248,687
676,023,305
* Includes withholding taxes amounting to Rs.30,802,779 (previous year: Rs 29,766,755) and service tax amounting to Rs.38,072,235 (previous year: Rs.30,659,756)
** Includes withholding taxes of Rs.10,668,409 (previous year: Rs.16,711,146)
2.33. Earnings in foreign currency (accrual basis)

Particulars

For the year ended
31 March 2013
Export sales at FOB value
480,397,915
For the year ended
31 March 2012
320,337,094
2.34. Gratuity

The Company has a gratuity plan for the employees of the Company. Every employee who has completed 5 years or
more of service is eligible for gratuity on separation, worked out at 15 days salary (last drawn salary) for each completed
year of service. The obligation under the scheme is partially funded by contributions being made towards qualifying
insurance policies obtained from the insurer.
59

Vision, Mission
& Values

Statement of profit and loss
Particulars

For the year ended
31 March 2013
Current service cost
For the year ended
31 March 2012
11,357,527
9,747,376
8,286,322
Expected return on plan assets
(2,266,580)
(2,183,837)
Net actuarial loss/ (gain) recognised for the year
10,321,305
1,913,792
Net benefits expense
30,178,980
19,373,804
4,930,865
2,034,888
Actual return on plan assets
Our Brands
12,376,879
Interest cost on defined benefit obligation
Company & Group

Profile
Net employee benefits expense (recognised in employee benefits expense)
Sustainable
Development Report
Balance sheet
Details of provision for gratuity
As at
Defined benefit obligations

Less: Fair value of plan assets
Plan liabilities
As at
31 March 2013
31 March 2012
144,274,427
114,415,667
34,272,013
32,598,237
110,002,414
81,817,430
Notice
Changes in the present value of the defined benefit obligation

For the year ended
31 March 2013
Opening defined benefit obligation
For the year ended
31 March 2012
96,375,972
2,492,033
12,376,879
11,357,527
Interest cost
9,747,376
8,286,322
Benefits paid
(5,251,085)
(5,861,030)
12,985,590
1,764,843
144,274,427
114,415,667
Add: Opening defined benefit obligation of the Demerged Undertaking

Current service cost
Past service cost

Actuarial loss/ (gain) on obligation
Closing defined benefit obligation
60
Annual Financial
Statements
114,415,667
Directors Report
Particulars

Managing Directors
Statement
Particulars



Changes in the fair value of plan assets
Particulars

For the year ended
For the year ended
31 March 2013
Opening fair value of plan assets
31 March 2012
32,598,237
29,994,116
Expected return on plan assets
2,266,580
2,183,837
Actuarial (loss)/ gain on plan assets
2,664,285
(148,949)
Contributions by employer
1,993,996
6,430,263
Benefits paid
(5,251,085)
(5,861,030)
Closing fair value of plan assets
34,272,013
32,598,237
Major categories of plan assets as a percentage of the fair value of total plan assets
Particulars

As at
As at
Qualifying insurance policies from the insurer
31 March 2013
31 March 2012
100%
100%
Principal assumptions used in determining gratuity benefit obligations for the Companys plan
Particulars

As at
As at
31 March 2013
31 March 2012
Discount rate
8.00%
8.35%
Expected rate of return on plan assets
7.50%
7.50%
Salary increase

10.5 % for Executives

7% for Others
11 % for Executives
7% for Others
Employee turnover

12.5 % for Executives

2% for Workers
19 % for Executives
2% for Workers
Retirement age
58 Years
58 Years
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors such as supply and demand factors in the employment market.
The overall expected rate of return on plan assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.
61

Vision, Mission
& Values

Amounts for the current and previous four years
As at
31 March 2013
As at
31 March 2012
As at
31 March 2011
As at
31 March 2010
144,274,427
114,415,667
96,375,972
77,776,137
75,152,540
34,272,013
32,598,237
29,994,116
28,919,458
22,454,555
Defined benefit
obligation
Plan assets
(110,002,414)
(81,817,430)
(66,381,856)
(48,856,679)
(52,697,985)
Experienced adjustments
on plan liabilities
7,431,281
(593,065)
(3,036,056)
4,845,181
(2,341,056)
Experienced adjustments
on plan assets
2,664,285
(148,949)
564,021
4,370,791
641,263
Business segments
Geographical segments
Revenue (net of duties, taxes and discount)

For the year ended
31 March 2013
India
For the year ended
31 March 2012
16,045,930,999
480,397,915
320,337,094
19,511,539,715
16,366,268,093
Segment asset

31 March 2013
31 March 2012
India
22,495,874,579
20,688,178,863
5,648,934
22,501,523,513
20,688,178,863
Rest of the world
As at
Rest of the world

62
As at
Annual Financial
Statements
19,031,141,800
Directors Report
The accounting principles used in the

preparation of the financial statements
Certain segment assets and liabilities

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

geographical areas of the world: India
and Rest of the world.
directly charged against total income.
Managing Directors
Statement
The Companys sole business segment

is Manufacture and Sale of Beer.
Consequently, the requirement for
separate business segment disclosures
as required under AS 17 Segment
Reporting is not applicable.
are also consistently applied to record

income and expenditure in individual
segments. Income and direct expenses
in relation to segments are categorised
based on items that are individually
identifiable to that segment, while the
remainder of costs are apportioned
on an appropriate basis.
Certain
expenses are not specifically allocable
to the individual segments as these
expenses are common in nature. The
Company therefore believes that it is
not practicable to provide segment
disclosure relating to such expenses
and accordingly such expenses are
separately disclosed as unallocated and
Sustainable
Development Report
2.35. Segmental reporting
Our Brands
Deficit
As at
31 March 2009
Company & Group

Profile
Particulars



Capital expenditure (on cash basis)

As at
India
Rest of the world
31 March 2012
751,502,116
674,698,949
As at
31 March 2013
751,502,116
674,698,949
2.36. Provision for claims

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

For the year ended
31 March 2013
For the year ended
31 March 2012
Provision for indirect-tax cases

Opening balance
Add: Addition during the year
Less: Unused amounts reversed during the year
Closing balance
308,990,218
285,165,018
66,330,273
34,638,592
(10,813,392)
375,320,491
308,990,218
Provision for water charges

Opening balance
54,252,262
86,007,222
Add: Opening balance of the Demerged Undertaking
39,643,367
Add: Addition during the year
27,760,297
Less: Utilised during the year
Closing balance
(99,158,624)
54,252,262
54,252,262
429,572,753
363,242,480
Provision for indirect-tax cases

Several litigations are in process against the Company relating to Excise, Sales tax, Service tax and Customs duty related
matters. In respect of such provision, the disclosures required by AS 29 relating to Provisions, Contingent Liabilities and
Contingent Assets have not been provided in accordance with paragraph 72 of AS 29. Timing of outflow of resources will
depend upon timing of decision of cases.
Provision for water charges
The Maharashtra Industrial Development Corporation (MIDC) had, vide order number EE/E&M/785/2005 dated 25 May 2005,
made a demand for increase in water charges with retrospective effect from 1 November 2011. Waluj Industries Association
(the Association) of which the Company is a member has filed a writ petition against such demand in the Honourable High
Court of Bombay. The Honourable High Court of Bombay has passed an order against the appeal and has directed the
Association to release the demand amount with retrospective effect. Accordingly the Company has made the payment of the
principal amount outstanding. However with respect to interest, the Association has given a representation on behalf of the
Company for waiver of interest demanded by MIDC.
63

Vision, Mission
& Values

2.37. Related parties
Names of related parties and description of relationship with the Company:
Enterprises where control exists
Ultimate holding company
SABMiller plc
Holding company
SABMiller Asia BV (with effect from 13 March 2013)
Company & Group

Profile
(i)
SABMiller Breweries Private Limited (upto 12 March 2013)
SABMiller Breweries Private Limited (with effect from 13 March 2013)
Significant influence
SABMiller Asia BV (upto 12 March 2013)
Other related parties with whom transactions have taken place during the year
Fellow subsidiaries
S.p.A. Birra Peroni
SKOL Beer Manufacturing Company Limited (formerly SABMiller India Limited)
SABMiller Management (IN) BV
SABMiller Africa & Asia (Pty) Limited

SABMiller Europe AG
SABMiller (Asia) Limited
SABMiller International Brands Limited
SABMiller African Breweries Limited
SABMiller Procurement GmbH (formerly Trinity Procurement GmbH)
SABMiller Management BV
SABEX
Miller Brewing International Inc.
SABMiller India Holdings, Mauritius
Austindia Pty Limited, Australia
Key managerial personnel
Paolo Lanzarotti, Managing Director
(ii)
Related party transactions
Directors Report
For the year ended
31 March 2013
SABMiller Breweries Private Limited (Also refer to note 2.25 to the financial statements)
Unsecured loan given
Interest income
Expenses incurred by the Company on behalf of related party
Unsecured loan cancelled pursuant to Scheme of Arrangement
SABMiller Asia & Africa (Pty) Limited
Expenses incurred by related party on behalf of the Company
Purchase of stores and spares
64
For the year ended
31 March 2012
1,000,000
48,671
1,049,228
-
2,338,439
-
-
-
600,846
999,735
525,890
Annual Financial
Statements
Notice
SABMiller Vietnam
Managing Directors
Statement
Sustainable
Development Report
Our Brands


(ii)
Related party transactions (continued)
For the year ended
31 March 2013
For the year ended
31 March 2012
SABMiller plc
130,187
1,896,333
308,027,792
297,667,534
289,037
437,996
2,371,323
6,632,413
4,733,040
35,224,172
4,259,736
53,078,184
3,848,262
9,967,835
1,253,488
3,240,815
306,430
710,450
40,496,654
11,375,252
2,863,451
747,450,000
55,908,170
16,511,740
878,485
48,502,861
38,031,468

Management group service charge
S.p.A. Birra Peroni
Purchase of stock in trade
Interest expense
Unsecured loan taken, net
Salaries, wages and bonus
SABMiller Vietnam
Purchase of raw materials

Commission paid on purchase of raw materials
Royalty expenses
SABMiller Asia BV
Equity shares issued by the Company
SABMiller India Holdings, Mauritius
Austindia Pty Limited, Australia
SABEX
Purchase of capital goods
Paolo Lanzarotti
Remuneration
65

Vision, Mission
& Values

(iii) Amount outstanding as at the balance sheet date:
As at
As at
Long-term loans and advances
1,043,804
1,049,228
130,187
1,180,394
2,349,701
89,305,379
54,081,207
SABMiller Breweries Private Limited
SABMiller plc
Long-term borrowings
18,095
SABMiller Vietnam
120,511

306,430

710,450

2,237,282
127,441,671
3,154,501
135,648

SABEX
66
Annual Financial
Statements
(iv) Corporate guarantees have been given by SABMiller plc for loan facility obtained by the Company as at the balance sheet
date amounting to Rs.3,267,073,439 (previous year: Rs.2,891,998,590).
Directors Report
Notice
63,515,574
Managing Directors
Statement
101,132,957
SABMiller Europe AG
Sustainable
Development Report
31 March 2012
Our Brands
31 March 2013
Company & Group

Profile


2.38. Deferred tax assets/ (liabilities)
Particulars

As at
31 March 2013
As at
31 March 2012
Deferred tax assets

Investments
Trade receivables
Loans and advances
Provision for retirement benefits
Provision for claims
197,915
171,959
160,969,300
122,767,082
42,053,335
52,635,872
55,992,477
41,895,052
102,950,169
81,429,312
Unabsorbed depreciation
1,110,318,374
1,174,499,144
1,472,481,570
1,473,398,421
Fixed assets
1,472,481,570
1,473,398,421
1,472,481,570
1,473,398,421
Deferred tax liabilities
Deferred tax asset/ (liabilities), net
In view of the accumulated losses and in accordance with AS 22 Accounting for taxes on income, deferred tax assets
on unabsorbed depreciation and other temporary timing differences have been recognised only to the extent of those timing
differences, the reversal of which will result in sufficient taxable income.
2.39.

Derivative instruments and un-hedged foreign currency exposure

Derivative instruments
Particulars
Purpose

As at
31 March 2013
As at
31 March 2012
Forward contract
Towards repayment of trade payables

GBP 646,441
USD 7,078,562
GBP 546,455
USD 5,636,046
JPY 166,155,192
USD 1,852,023
JPY 247,518,612
USD 2,342,007
JPY 2,285,455,000
USD 17,500,000
JPY 3,218,455,000
USD 17,500,000
Forward contract

Towards repayment of interest on foreign

currency loans
Currency swap contract

Towards repayment of foreign currency loans

67

Vision, Mission
& Values

Un-hedged foreign currency exposures
Foreign
currency
As at 31 March 2013
Foreign currency
Amount (Rs.)
amount
As at 31 March 2012
Foreign currency
Amount (Rs.)
amount
USD
39,102
2,122,669
Trade receivables
USD
104,484
5,648,934
Trade payables
USD
100,360
5,448,029
91,059
4,675,411
EURO
650,587
45,274,372
238,373
16,260,453
73,851
3,791,882
CHF
49,090
2,817,933
GBP
61
5,040
ZAR
34,793
204,585
ZAR
23,069
135,648
14,440
710,450
USD
1,922,700
104,373,771
2,525,647
129,678,953
2.40. Operating leases
Period

As at
31 March 2013
19,026,750
26,650,413
Later than 1 year and not later than 5 years
19,026,750
Later than 5 years
68
Annual Financial
Statements
2.41. Based on the confirmations received from the suppliers who provide goods and services to the Company regarding
their status under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has prepared the following
disclosure as required under the said Act. The Company however has not received any claim for interest from any supplier
under the said Act.
Directors Report
The Company is also obligated under cancellable lease for residential and office premises and motor vehicles which are
renewable at the option of both the lessor and lessee. Total rental expense under cancellable operating leases amounted to
Rs.87,720,878 (previous year: Rs.95,484,663) for the year ended 31March 2013.
Notice
Not later than 1 year
As at
31 March 2012
Managing Directors
Statement
The Company is obligated under non-cancellable operating leases for a brewing facility and other office premises which are
renewable at the option of both the lessor and lessee. Total rental expense under non-cancellable operating leases amounted
to Rs.26,650,413 (previous year: Rs.33,648,180) for the year ended 31March 2013. Future minimum lease payments under
non-cancellable operating leases are as follows:
Sustainable
Development Report
Payable to related parties
Our Brands
Balances with banks
Company & Group

Profile
Underlying
asset/liability



Particulars

As at
31 March 2013
(i)

The principal amount remaining unpaid to any supplier as at the end

of each accounting year;
(ii)

The amount of interest paid by the Company along with the amounts
of the payment made to the supplier beyond the appointed
day during the year;
(iii)

The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under this Act;
As at
31 March 2012
34,213,119
28,722,418
181,532
181,532
(iv) The amount of interest accrued and remaining unpaid at the end

of the year; and
2,646,579
2,465,047
(v) The amount of further interest remaining due and payable even in the

succeeding years, until such date when the interest dues as above are

actually paid to the small enterprise.
2,465,047
2,283,515
2.42. Government grant

The Company is entitled to receive grant from Government of Maharashtra under Package Scheme of Incentives, 2007 towards
capital expansion of units set up in the developing region of the State of Maharashtra. During the year ended 31 March 2013,
the Company has received a grant of Rs.47,652,000 (previous year: Rs.13,896,000) and has also received an approval to
receive an additional amount of Rs.97,117,000, which the Company has recognised as a receivable. The Company recognises
the grant to the statement of profit and loss over the useful life of the asset. Accordingly an amount of Rs.23,538,763 (previous
year: Rs. Nil) has been credited to the statement of profit and loss.
2.43. Reversal of impairment loss

During the year ended 31 March 2008, based on physical verification, the management had identified certain fixed assets as
having been rendered redundant/ idle as a result of significant capacity expansions at certain breweries then and consequently
recognised an impairment loss.
However during the previous year, the Company put to use certain items of fixed assets, which were impaired in earlier
years. Accordingly, the management had reassessed the recoverable value of these assets and reversed an impairment loss
amounting to Rs.17,103,108 being the lower of recoverable value or the carrying amount of fixed assets determined (net of
depreciation) had no impairment loss been recognised in prior accounting periods.
2.44. Employee stock compensation cost

Guidance Note on Accounting for Employee Share Based Payments issued by the ICAI (the Guidance Note) establishes
financial and reporting principles for employees share based payments plans. The Guidance Note applies to employee share
based payment plans, the grant date in respect of which falls on or after 1 April 2005. SABMiller plc (the Group) operates a
variety of equity-settled share-based compensation plans for the employees of the Company.
(i) During the year ended 31 March 2013, the Group had the following share-based payment arrangements for the employees
of the Company.
69

Vision, Mission
& Values

Executive Share Option Scheme [Approved and (No 2) Scheme]
As at
31 March 2013
Date of grant
Number of shares granted
Method of settlement
Contractual life
1 June 2012
1 June 2011
148,900
173,150
Equity
Equity
10 years
10 years
3 years
Vesting conditions

3 years
Achievement of a
target growth in
earning per share
As at
31 March 2013
As at
31 March 2012
International Performance Share Award Sub-Scheme

Particulars

Date of grant
1 June 2012
1 June 2011
Equity
Equity
Contractual life
10 years
10 years
Vesting period
3 years
3 years
Achievement of a
target growth in
earning per share
Achievement of a
target growth in
earning per share
As at
31 March 2013
As at
31 March 2012
Notice
Vesting conditions

Managing Directors
Statement
Sustainable
Development Report
Achievement of a
target growth in
earning per share
Our Brands
Vesting period
As at
31 March 2012
Company & Group

Profile
Particulars

SABMiller plc Share Award Plan 2008
Date of grant
Contractual life
Vesting period
1 June 2011
9000
9000
Equity
Equity
10 years
10 years
3 years
Vesting conditions

Achievement of a
target growth in
earning per share
70
3 years
Achievement of a
target growth in
earning per share
Annual Financial
Statements
1 June 2012
Directors Report
Particulars



(ii) Details of the activity of shares issued after 1 April 2005 under Executive Share Option Scheme [Approved and (No 2)
Scheme] are as follows:
Particulars
31 March 2013
31 March 2012

Number
Weighted
Number
Weighted

of options
average
of options average exercise

price (Rs.)
Outstanding at the beginning of the year
Granted during the year
Transferred in/ (out) during the year, net*
Lapsed during the year
Exercised during the year
Outstanding at the end of the year
Exercisable at the end of the year
406,218
148,900
(98,500)
4,000
51,900
400,718
44,668
1,334
2,092
(1,478)
1,352
959
1,629
941
374,750
173,150
10,468
55,500
96,650
406,218
24,168
1,107
1,672
1,117
1,286
1,017
1,314
1,031
* The options transferred represents options relating to employees transferred from companies within the SABMiller
Group during earlier years.
The weighted average share price at the date of exercise for stock options exercised during the year was Rs.2,383 (previous
year: Rs.1,893). The options outstanding as at 31 March 2013 had a weighted average remaining contractual life of 7.97 years
(previous year: 8.10 years).
The details of the activity of shares issued after 1 April 2005 under International Performance Share Award Sub-Scheme are
as follows:
Particulars
31 March 2013
31 March 2012

Number
Weighted
Number
Weighted

of options
average
of options average exercise

price (Rs.)
Outstanding at the beginning of the year
Granted during the year
Transferred in during the year
Lapsed during the year
Vested during the year
Outstanding at the end of the year
Exercisable at the end of the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,000
- -
-
-
1,000 -
7,000 -
- -
-
-
The weighted average share price at the date of exercise for stock options exercised during the year was Rs. Nil (previous
year: Rs. Nil). The options outstanding as at 31 March 2013 had a weighted average remaining contractual life of Nil years
(previous year: Nil years).
The weighted average fair value of stock options granted during the year is Rs.587 (previous year: Rs.531). The estimate of
fair value on the date of the grant was made using the Binomial model valuation and Monte Carlo model with the following
assumptions:
SABMiller plc operates a variety of equity-settled share-based compensation plans for few select employees of the Company,
costs of which are not re-charged to the Company.
71

Vision, Mission
& Values

For the year ended
31 March 2013
Share price at the grant date

Exercise price at the grant date
Expected volatility
Contractual life (vesting and exercise period) in years
Expected dividends
Average risk-free interest rate
2,051
Rs.2092/ Rs.Nil
26.50%
10 years
2.36%
1.52%
For the year ended

31 March 2012
1,667
Rs. 1,672/ Rs. Nil
26.70%
10 years
2.35%
2.27%
Particulars

For the year ended

31 March 2013
(883,495,656)
-
(54,530,212)
(938,025,868)
(1,194,131,325)
(48,384,193)
(1,242,515,518)
(3.65)
(3.65)
(5.01)
(5.01)
(3.87)
(3.87)
(5.21)
(5.21)
Managing Directors
Statement
Net loss as reported

Add: Employee stock compensation under intrinsic value method
Less: Employee stock compensation under fair value method
Proforma net income
Earnings per share as reported
- Basic
- Diluted
Proforma earnings per share
- Basic
- Diluted
For the year ended

31 March 2012
Sustainable
Development Report
(iii) Since the Company uses the intrinsic value method, the impact on the reported net loss and earnings per share is computed by
applying the fair value based method. The Guidance Note requires the proforma disclosures of the impact of the fair value method
of accounting of employee stock compensation in the financial statements. Applying the fair value based method defined in the
said Guidance Note, the impact on the reported net loss and earnings per share would be as follows:
Our Brands
The expected volatility was determined based on historical daily share price volatility of SABMiller plc share price.
Company & Group

Profile
Particulars

Notice
2.45 Amalgamation adjustment reserve account
2.46 The Company has established a comprehensive system of maintenance of information and documents as required by the
transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Management is of the opinion that its international
transactions are at arms length so that the aforesaid legislation will not have any impact on the financial statements, particularly
on the amount of tax expense and that of provision for taxation.
Annual Financial
Statements

for B S R & Co.

Zubin Shekary
Partner

Paolo Lanzarotti
Managing Director
Ari Mervis
Director
Paul DSilva
Sridhar S

Company Secretary
Bangalore
Date: 28 May 2013
Bangalore
Date: 28 May 2013
72
Directors Report
With effect from 21 May 2003, the erstwhile direct and step down subsidiaries (Transferor Companies) of the Company were
amalgamated into the Company. The Company had accounted for amalgamation adjustment reserve as per the Scheme
approved by the Honourable High Courts. Balance as at 1 April 2011of Amalgamation adjustment reserve account represents
excess of the carrying value of investments, over the share capital of the Transferor Companies.

Regd Off: Solitaire Corporate Park 10, Unit No.1021, 2nd Floor, Survey No.131-A, Chakala,
Andheri-Kurla Road, Andheri East, Mumbai 400 093
13th June 2013
Dear Shareholder,
As a responsible corporate citizen, your Company welcomes and supports the Green Initiative taken by the Ministry
of Corporate Affairs, Government of India (MCA), vide its Circular Nos. 17/2011 dated April 21, 2011 and 18/2011 dated
April 29, 2011. In terms of the enabling provisions of these Circulars, the Company is desirous of effecting electronic
delivery of documents including the Annual Report to you on an email ID to be registered by you for this purpose.
For supporting this initiative:
1) If you hold shares in electronic form - please intimate your email ID to your Depository Participant (DP). The same
will be deemed to be your registered email address for serving notices/documents, including those covered under
Section 219 of the Companies Act, 1956;
2) If you hold shares in physical form - please intimate your email ID to the Companys Registrars & Transfer Agents
(RTA) at the following address:

Sharepro Services (India) Pvt. Ltd

(Unit: SABMiller India Limited)
Samhita Warehousing Complex
Gala No-52 to 56, Bldg No.13 A-B
Near Sakinaka Telephone Exchange
Andheri - Kurla Road, Sakinaka
Mumbai - 400072
The request letter should be signed by the first/sole holder as per the specimen signature recorded with the RTA and
should mention your correct folio number. Alternatively, you may send a scanned copy of your above request letter on
sharepro@shareproservices.com
If you do not register your mail ID, a physical copy of the Annual Report and other communication/documents will be sent
to you free of cost, as per the current practice.
The Annual Report and other communication sent electronically will also be displayed on the Companys website
www.sabmiller.in
We are sure that you will support this initiative of Green Initiative and co-operate with the Company to make it a
success.
For SABMiller India Limited
ridhar S
S
Company Secretary
73
PROXY FORM
I/We..........................................................................
of...................................................................
being a Member(s) of the above named Company hereby appoint .......
of..............................................................................
(or failing whom) ..........
of..............................................................................
As my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held
at Janssen Elite Hall, Holy Spirit Hospital Campus, Mahakali Caves Road, Andheri (East), Mumbai 400093 on Tuesday, the
27th August, 2013 at 11.00 a.m. and at any adjournment thereof.
Signed this .. ....................day of .. ....................
Signed by the said.
N.B.: This Proxy form must reach the Registered Office of the Company not less than 48 hours before the time of holding
the meeting.
.....................................please cut along this line.......................................
Regd. Office: Solitaire Corporate Park 10, Unit No. 1021
2nd Floor, Survey No 131-A, Chakala, Andheri Kurla Road, Mumbai-400 093
ATTENDACE SLIP
Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.
Solitaire Corporate Park 10, Unit No. 1021, 2nd Floor, Survey No 131-A, Chakala, Andheri Kurla Road, Mumbai-400 093
I hereby record my presence at the Annual General Meeting of the Company to be held at Janssen Elite Hall, Holy Spirit
Hospital Campus, Mahakali Caves Road, Andheri (East), Mumbai 400093 on Tuesday, the 27th August, 2013 at 11.00 a.m.

Members Name (in Block Capitals):
Share Ledger Folio No.:
DP ID No.:
Client ID No.:
Members/Proxys Signature:
74

Notes:

Let us welcome our new Managing Director who will be at the

helm of the affairs from 1st August 2013
and wish him the best
Hearty welcome to Mr.Grant Murray Liversage

Unit No. 1021, 2nd Floor
Solitaire Corporate Park 10, Chakala, Andheri Kurla Road
Survey No. 131 - A, Andheri (East), Mumbai - 400093
www.sabmiller.in

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SABMiller Annul Report 2013

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SABMiller India Limited

Annual Report 2012 - 13

SABMiller India Limited

Mr. Ari Mervis Chairman - w.e.f 7th Mar 2013

Mr. Mathew James Dunn Chairman

Directors appointed during the year

New Managing Director effective 1st August 2013

SABMiller India Limited

Vision, Mission & Values

Company & Group Profile

Sustainable Development Report

Managing Directors Statement

Statement of Profit & Loss

Cash Flow Statement

Notes to the financial statements

Letter on green initiative

Excel | Execute | Win

SABMiller India Limited

Mr. Ari Mervis

Mr. T.S.R. Subramanian

Mr. Mathew James Dunn

Mr. Stephen Victor Shapiro

Mr. Paolo Alberto Francesco

Mr. Grant Murray Liversage

Ms. Catherine May

Ms. Sue Clark

Mr. Harald Graham Harvey

SABMiller India Limited

To be among the 3 most admired beverage companies in

To own and nurture local and international brands that are

Accountability is clear and personal

We favour decentralised management and local autonomy,

We work and win in teams

With trust and integrity, we share knowledge within the

We understand and respect our customers and

Endlessly concerned with our customers needs and

Our reputation is indivisible

Fair and ethical in all our dealings, our reputation relies on

The calibre and commitment of our employees sets us

Our people are our enduring advantage

Our Values and Group behaviour

Our success is built upon a clear strategic direction and a shared

Company & Group

Vision, Mission and Values

SABMiller India Limited

Company and Group Profile

million hectolitres during the year 201213 representing turnover of Rs.3,348.75

brewed with spices in four variants, a

SABMiller plc, London, the ultimate

SABMiller India Gross Sales

The Company headquartered at

SABMiller India Limited

Company and Group Profile continued

SABMiller is listed on the

Entrance to SABMiller House, London

SABMiller plc Sales

SABMiller has a rich heritage

In 2006, SABMiller acquired

SABMiller plc headquartered

Company & Group

SABMiller India Limited

SABMiller India Limited

Haywards 5000 continues to be the flagship

The popularity of the brand over the decades