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Chambal Breweries & Distilleries Ltd.

BSE: 512301 Sector: Others
NSE: N.A. ISIN Code: INE417N01011
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NSE 05:30 | 01 Jan Chambal Breweries & Distilleries Ltd
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52-Week high 9.41
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P/E 101.00
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OPEN 2.02
CLOSE 2.02
VOLUME 1
52-Week high 9.41
52-Week low 1.90
P/E 101.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chambal Breweries & Distilleries Ltd. (CHAMBALBREWER) - Director Report

Company director report

Dear Members

CHAMBAL BREWERIES & DISTILLERIES LTD

Your directors have immense pleasure in presenting their Annual Report on the businessoperations of the Company together with Audited Financial Statements for the year endedon315CMarch 2017.

FINANCIAL SUMMARY/ HIGH LIGHTS OPERATIONS. STATE OF AFFARIS.

(Amount in Rs.)

PARTICULARS F.Y. 2016-17 F.Y. 2015-16
Income from Operations 0 0
Less: Total Expenses 1123776.00 1273464.36
Profit/(Loss) from operations before other Income finance costs and exceptional items (1123776.00) (1273464.36)
Add: Other Income 1313382.00 15.69.647.00
Profit/(Loss) from ordinary activities before finance costs exceptional items and Tax 189606.00 296182.64
Less: Finance cost 0.00 0.00
Profit/(Loss) from ordinary activities after finance costs but before exceptional item sand Tax 189606.00 296182.64
Less: Taxation (including FBT & Deferred Taxation) 60000.00 90000
Net Profit / (Loss) after Tax & exceptional items 12 9606.00 206.182.64
Amount to be carry to General Reserve 12 9606.00 206182.64

The Company is engaged in trading and retailing of IMFL and beer. None of businessactivity carried out by the company during the financial year hence income from operationof the company is nil during the financial year but The profit/ (Loss) after tax is Rs.129606.00/- as against Rs. 206182.64/- in the previous year.

TRANSFER TO RESERVES

During the F.Y. 2016-17 company net profits after tax were Rs. 1.29606.00/- . For theexpansion of business and operation of the Company your Company board proposes to transfersame to General Reserve.

EVENTS SU BSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of thecompany between 31 March 2017 to the date of approval of Board's Report.

DIVIDEND:

After evaluation of the financial position of the Company in the interest of theCompany your Direclurs do not recommend any dividend for the year ended 31stMarch 2017.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Particular of loans given investment made guarantees given and securities providedalong with purpose for which the loan or guarantee or securities is proposed lu beutilized by the receipts are provided in the financial statements.

CAPITAL STRUCTURE

During the FY 2016 -17 there is no change in capital structure of the Company and paidup share capital of the company stands at Rs. 7.4887580/- (Rupees seven crore fortyeight lakh eighty seven thousand and five hundred and eighty).

FIXED DEPOSITS

The Company has not invited accepted or renewed any fixed deposits from public withinthe meaning of Section 73 of the Companies Act. 2013 read with The Companies (Acceptanceof Deposits) Rules 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No such material legal decision has been passed during the year which may affect thegoing concern status of the company.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

The Board of Directors of the Company ("the Board") at its meeting held on20-03.2017 approved the appointment of Ms. Amrita Modi (DIN: 07761166) as an Non ExecutiveDirector of the Company as additional Director of the Company w.c.f. 20.03.2017 to holdsoffice up to the date of ensuing Annual General Meeting of the Company and in respect ofwhom the Company has received a notice in writing under Section 160 of the Companies Act2013 from a member proposing her candidature for the office of Director.

Ms. Swat hi Rajendra Betalkar Whole Time Director of the Company resigned from theBoard of the company w.e.f.06 April 2016

BOARD MEETINGS:

The Board of Directors met four (6) times during this financial year 2016-17 on dated 6thApril 2C16 30th May 201610th August 2016 10th-November 2016 25th January 2017 and 20 March 2017. Frequency and quorum atthese meetings were in conformity with the provisions of the Companies Act. 2013 andSecretarial Standard -1 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements.) Regulations 2015.

DISCLOSURE / DECLARATION OF INDEPENDENCE BYINDEPENDENT DIRECTORS

Company has received the disclosure / declarations form entire Independents Directorsof Chambal Breweries & Distilleries Limited as per Section 149(7) of the CompaniesAct 2013.

all independent Director(s) of the company viz. Mr. Sameer Pravinkumar Waderiya Mr.Raj Kumar Jain Mr. GajrajSingh and Mr. Anupam Garg have submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act. 2013 statingthat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act. 2013.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 a separate exercise was carriedout to evaluate the performance of individual Directors including the Chairman of theBoard who were evaluated on parameters such as their presence leadership level ofengagement and contribution and independence of judgment thereby safeguarding the interestof the Company. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The board also carried out annualperformance evaluation of the working of its Audit. Nomination and Remuneration as well asstakeholder relationship committee. The Directors expressed their satisfaction with theevaluation process.

INTERNAL FINANCIAL CONTROL SYSTEMS ;

The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company and ensuring compliance with corporate policies. TheAudit Committee reviews adherence to internal control systems ana internal audit reports

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Subsidiary Company: Nil
Joint Venture: Nil

AUDITOR AND AUDITOR’S REPORT

M/s VAG & Company Chartered Accountants Kora (Firm registration Number: 003014C)were appointed as Statutory Auditors of the Company to hold office till the conclusion ofthe 34th (Thirty Fourth) Annual General Meeting of the company subject toratification of appointment by the members at every consequent Annual General Meeting.Therefore ratification of appointment of Statutory Auditors is being sought from themembers. The company has received letter from M/s. VAG & Company. CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 139 of the Companies Act 2013 and that they are not disqualified forappointment within the meaning of Section 141 of the said Act.

The qualifications/observations of the Auditors are self-explanatory and have beenexplained / clarified wherever necessary in appropriate notes to Accounts.

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. are forming part of this report as(Annexure *T).

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with TheCompanies (Accounts) Rules 2014 every Listed Company is required to appoint an InternalAuditor to carry out Internal Audit of the Company.

The Board has appointed M/s DCJ and Associates Chartered Accountants Kota (FRN:015030c) as Internal Auditor of the Company to carry out the internal audit of the companyfortheF.Y. 2016-17.

The board has also re- appointed M/s DCJ and Associates Chartered Accountants Kota(FRN: 015039c) as Internal Auditor of the Company for the F.Y. 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s V. M. & Associates Company Secretaries in Practice. Jaipur (FRN:PI984RJ039200) as Secretarial Auditor of the Company to carry out the secretarial audit ofthe company for the F.Y. 2016-17. The Secretarial Audit Report is annexed herewith as(ANNEXURE "11").

The Secretarial Audit report for the financial year ended 31st March. 201 7is self explanatory and does not call for any for the recompress.

The board has also re-appointed M/s V. M. & Associates Company Secretaries inPractice Jaipur as Secretarial Auditor of the Company for the F.Y. 2017-18.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As per the Section 134 of the Companies Act 2013 read with Rule of the Companies(Accounts) Rules 2014. Information of energy technology absorption and foreign exchangeearnings and outgo is given in(ANNEXURE "HI") to this report

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company which covered underthe provisions of Section 1U0 of the Companies Act 2013. Hence there are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at laigc. Consequently Form No. AOC-2 does not the part of theannual report for the F.Y. 2016-17

NOMINATION & REMUNERATION POLICY:

The Company follows a policy on "Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management". The policy is approved by die Nomination& Remuneration Committee and the Board. More details on the same are given in(Annexure "IV")

MANA GEMEN TDISCUSSIO N& A NALYSIS

A detailed discussion on the industrial structure development opportunities threatsreview cf operational performance and risks as required forms part of this report(ANNEXURE "V")

EXTRACT OF ANN UAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of TheCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT- 9 as on the financial year ended 31*

March 2017 forms part of this Annual Report (ANNEXURE "VI")

AUDIT COMMITTEE

The company has constituted the audit committee in line with the provision of theCompanies Act 2013 and the Regulation IS of SEBl (LO DR) Regulation 2015

Composition

The Audit Committee consists of4(Four) directors out of which three (3) are IndependentDirector as on the last day of financial year 2016-17 and is chaired by Mr. Raj KumarJainan Independent and non Executive Director. The composition is strictly according withthe provision of the section 177 of the Companies Act 2013 and the Regulation 18ofSEBl(LO DR) Regulation 2015

HUMAN RESOURCE DEVELOPMENT

Our employees arc the most valuable asset of the Company. We encourage innovationmeritocracy aid the pursuit of excellence; we are in continuous process to monitorindividual performance. We continue to have cordial and harmonious relations with itsemployees.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(1 2) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report

Top ten employees.

1. Mr Lai it Modi (Company Secretary)

2. Mr. Vinod fnamnnai (Chief Financial officer}

3. Mr. Parasram Jhamnani (Chairman Cum Managing Director)

EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of thesociety. Your Company is committed to respect universal human right. To that end thecompany practice and seeks to work with business associates who be five and promote thesestandards. The Company is committed to provide equal opportunities as all levels safe andhealthy work places and protection human health and environment The Company providesopportunities to its entire employee to improvetheir skills and capabilities.

The Company's commitment extends to its neighboring communities to improve theireducational cultural economicand social well-being. Your Company is an equal opportunityemployer and does not discriminate on the grounds of race religion nationality ethnicorigin color gender citizenship sexual orientation marital status or any disabilitynot affecting the functional requirements of the position held.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

As per section 177 of the Companies Act 2013 it is mandatory to establish a vigilmechanism for their director and employee to report their grievance by every listedCompany.

Your company has established a vigil mechanism; the details of vigilance officer is asunder:

Name: Mr. Raj ku mar Jain In depen den t Di recto r

Address: 94. Jain Gali Rampura ward no. 50 Arysamaj Road Rampura Tchsil - LadpuraKola- 324009 and Rajasthan

Email: rbdlriijkumfldain^gmailxctui

With the rapid expansion of the Business in terms ofvolume Value and geography therisk associated with each of them has also increased considerably one such riskidentified is the risk of fraud and misconduct. Tostrengthen the process of conductingbusiness in a fair transparent and ethical manner the company has setup a vigilmechanism. The Company takes any activity of fraud or misconduct very seriously. ThisPolicy is intended to govern reporting and investigation of allegation on violations ofthe Code of Conduct of the Company for which a dedicated email id rMl@rhnmhMlkota.in has been establish. Mr. Raj KumarJain Chairman of Audit Committee of the Company has been nominated by die Board asOmbudsperson for this purpose. No employee was denied access to the Audit committee duringthe year. Whistle Blower Policy is available on web link of the company on http-//r hamhalkota.com/dQwnload/WH If?TLE%2QBLOwiiR%2QPQLlQl%20%20Vl filli%2.QMEClJAllSM4ldfinformation of all.

RISK MANAGEMENT

For the purpose of risk management your company has adopted Risk Management policy andframework.

- The Risk management framework of the Company seeks to minimize adverse impact ofrisks on our key business objectives and enables the Company to leverage marketopportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/ Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimens ions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.

Interest Rate Risk It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (Nil). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-bsiance sheet items giving rise to a risk to the net worth of the Company arising outof all re-pricing mismatches and other interest rate sensitive positions.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAN D RE DR ESS AL) ACT 2013

The Company has adopted a policy on prevention prohibition and redressed of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rules thereunder and also set up committee for implementation of said policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-1 7

No of comp lain is received : NIL No of complaints disposed off : NIL

CODEFOR PREVENTION OF INSIDER TRADING PRACTICES:

In compliance with SEB1 regulations on prevention of insider trading the Company hasformulated and implemented a comprehensive code of conduct for prevention of insidertrading by its management and employee. Which is available on web link of the company on http://chambalkota.com/download/code%20of/ci20conduct.pdf

The code lays down guidelines advising them on procedures to be followed anddisclosures to be made dealing with shares of Company

LISTING OF SECURITIES:

The equity shares of the company are listed with the BSE Limited and the listing feefor the financial year 2017-18 has been duly paid Scrip Code: 512 301

Postal Ballot

During the financial year 2016-17 there is no resolution passed through Postal Ballot.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134(3) (c) of the Companies Act 2013 the Board of Directorsof the Company hereby state and confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there are no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view o f the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care lor the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(1) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATEGOVERNANCE REPORT:

As per Regulation 15 [2) of the SEBl (Listing Obligations and Disclosure Requirements)Regulations2015 ("Listing Regulations'’) compliance of provisions ofRegulation 171819 20 2122 23 2 4 25 2 6 27 and clauses (h) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule Vshall not apply tothe following class of companies:

(a) the listed entity having paid up equity sham capital not exceeding rupees ten croreand net worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year.

(b) the listed entity which has listed its specified securities on the SME Exchange:

As such our Company fells in the ambit of aforesaid exemption (a); hence compliancewith the provisions of Regulation 27(2) of die Listing Regulations shall not apply on ourCompany.

Consequently Corporate Governance Report under Regulation 27 of 5EB1 (LisGngObligations and Disclosure Requirements) Regulations 2015 the docs not form part of theAnnual Report for the Financial Year 2016-17

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its sincere appreciation for dueco-operation received from the Company's Bankers Government Advisors Shareholders etc.The Directors arc also thankful to die employees at all levels for their continuedsupport.

For and on Behalf of Board of Director of the Chambal Breweries & Distilleries Ltd.

Place: Kota $D/- SD/-
Date: 10 D 8.2017 Raj Kumar Jain Parasram Ihamnani
DIRECTOR Man aging Director
DIN:05182042 DIN: 01266196

Analysis of Managerial Remuneration

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1] of theCompanies (Appointment and Remuneration of Managerial Personnel] Rules 2014 thestatistical analysis of the remuneration paid to Directors and Key Managerial Personnel(KMP) as against the other employees of the company and with respect to the performance ofthe company (PAT) is given beiow:

1 The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17:

Name Ratio
Parasram J ham nan i 1: 1.06
Swathi Rajcndra Betalkar 1:6.08

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financialyear2016-17:

Name Annual Performance appraisal increment ( %)
Lalit Modi ( Company Secretary ) 3654
Parasram I ham nan (Managing Director) 0
Mr. Vi nod Jhamnani (Chief Financial officer) 0
Swathi Rajendra Betalkar 0

3. The percentage increase in the median remuneration of employees in the financialycar2016-17: 18.27%.

4. The number of permanent employees on the rolls of company: - 3

5. Average percentile increase already made In the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuncration-

Average% increase in the salary of employees other titan Manage rial Personnel: - NilAverage % increase inthe Salary of the Managerial Personnel:-18.27%

Justification: KMP salary increases are decided based on the Company's performanceindividual performance inflation prevailing industry trends and benchmarks

6. The ratio of the remuneration of the highest paid directorto that of the employeeswho are not directors in i r rf*r pi vnri mm ime rattan in excess of th e highest Da iddirector during the vear:

I Name Ratio 1
I Parasram [hamnani 1:2.13 1

7. Affirmation: We hereby confirm that the remuneration paid to Directors and employeesare as per the remuneration policy oft he company

For and on Behalf of Board of Director of the Chambal Breweries & Distilleries Ltd.

Place: Kota SD/- SD/-
Date: 10.08.2017 Raj Kumar Jain Parasram Jhamnani
Director Managning Director
DIN:05102042 DIN:01266196