CHAMBAL BREWERIES & DISTILLERIES LTD.
Your directors have immense pleasure in presenting their 33rdAnnual Reporton the business and operations of the Company together with Audited Financial Statementsfor the year ended on 31st March 2018.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
(Amount in Rs.)
|PARTICULARS ||F.Y. 2017-18 ||F.Y. 2016 -17 |
|Revenue from Operations ||0 ||0 |
|Less: Total Expenses ||1218982.20 ||1123776.00 |
|Profit/(Loss) from operations before other Income finance costs and exceptional items ||(1218982.20) ||(1123776.00) |
|Add: Other Income ||1435704.00 ||1313382.00 |
|Profit/(Loss) from ordinary activities before finance costs exceptional items and Tax ||216721.80 ||189606.00 |
|Less: Finance cost ||0.00 ||0.00 |
|Profit/(Loss) from ordinary activities after finance costs but before exceptional items and Tax ||216721.80 ||189606.00 |
|Less: Taxation (including FBT & Deferred Taxation) ||55000.00 ||60000.00 |
|Net Profit / (Loss) after Tax & exceptional items ||161721.80 ||129606.00 |
|Amount do not proposed to be carry to General Reserve ||161721.80 ||129606.00 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company is engaged in trading and retailing of 1MFL and beer due to Strong policesof the government which were not in the favour of your company hence your company did notcarry any business activity of retails selling of 1MFL and beer during financial year2016-17 and 2017-18. and income from operation of the company is nil during the financialyear and previous financial year. The total expenses during the year u nder review is Rs.1218982.20/- as against this Rs 1123776.00/- in the previous financial year. But Theprofit after tax is increased to Rs. 161721.80/- as against Rs. 129606.00/- in theprevious year.
TRANSFER TO RESERVES
During the F.Y. 2017 -18 company's net profits after tax were Rs. 161721.80/- For theexpansion of business and operation of the Company your Company did not proposes totransfer same to General Reserve for the year ended 31 March 2018.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes occurred and no commitments took place between 31stMarch 2018 and the date of Board's Report which can affect the financial position of thecompany/
After evaluation of the financial position of the Company your Directors did notrecommend any dividend foi the year ended 31s1 March 2018 considering it to bein the interest of the company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year under review the company has not given any guarantee or providedsecurity in connection with a loan nor it lias acquired by way of subscription purchaseor otherwise the securities of any other body corporate. Further the particulars of theLoans given and advances made by the company are provided in the Note No. 711 offinancial statements of the company.
During the FY 2017-18 there is no change in capital structure of the Company and paidup share capital of the company stands at Rs. 74887580/- (Rupees Seven Crore FortyEight Lakh Eighty Seven Thousand Five Hundred and Eighty).
The Company has neither invited nor accepted or renewed any fixed deposits from publicwithin the meaning of Section 73-76 of the Companies Act 2013 read with The Companies(Acceptance of 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 by the regulators orcourts or tribunals which may affect the going concern status of the company and company'soperation in future.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Following changes took place in the Board of directors of the company during the year2017-18:
The Board of Directors of the Company ("the Board") at its meetingheld on 14 th November 2017 approved the appointment of Mr. Narendra DubeyRamshankar (DIN: 07984683) as an additional Director (Non Executive) of the Company w.e.f.14th November 2017 to hold office up to the date of ensuing Annual GeneralMeeting of the Company.
Further. Mr. Narendra Dubey Ramshankar (DIN: 07984683) has tendered his resignationfrom the post of director w.e.f. 08th June 2018.
Mr. Sameer PravinkumarWaderiya (DIN: 05182042) Non Executive and IndependentDirector of the Company tendered his resignation from the said post w.e.f. 1stAugust 2017.
Ms. Amrita modi (DIN: 07761166) was regularized as non-executive director of thecompany in the previous AGM of the company held on 25.09.2017.
Ms Amrita Modi (DIN:07761166) Director liable to retire by rotation at this AGMand being eligible seeks re-appointment.
Board of Directors of the company in their board meeting held on 10 thAugust 2018 Approved the further re-appointment of Mr. Raj Kumar Jain (DIN: 05182042)Mr. Gajraj Singh (DIN: 01336015) and Mi. Anupam Garg (DIN:05182137 as Independentdirector of the company subject to approval of shareholders in 33rdAnnua!General Meeting for a second term of five years w.e.f. 1st April 2019 whoseterm is going to expire on 31st March 2019.
Except aforesaid changes no other changes took place in the directors of the companyduring the year under review.
Further no changes occurred in the KMP during the year under review.
The Board of Directors met four (4) times during the financial year 2017-18 on25.01.2018 14.11.201710.08.2017 and 24.05.2017. Frequency and quorum at these meetingswere in conformity with the provisions of the Companies Act 2013 Secretarial Standard-1and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and all the Directors of Company Attended all the Boardmeetings held during the financial year 2017-18.
DISCLOSURE / DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Company has received the disclosure / declarations form from all Independent Directorsof the Company viz. Mr. Raj Kumar Jain Mr. Gajraj Singh and Mr. Anupam Garg as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
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 judgement thereby safeguarding theinterest of the Company. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairman and theNon-Independent Directors was carried out by the Independent Directors. The board alsocarried out annual performance evaluation of the work ing of its Audit CommitteeNomination and Remuneration Committee as well as Stakeholder Relationship Committee. TheDirectors expressed their satisfaction with the evaluation process.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The Company has put in place an adequate system of internal control commensurate withits size and nature ot 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 and internal audit reportsissued by internal auditors of the company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :
|Subsidiary Company: ||Nil |
|Joint Venture: ||Nil |
AUDITOR AND AUDITOR'SREPORT STATUTORY AUDITORS
M/s VAG & Company Chartered Accountants Kota (Firm registration Number: 003014C)were appointed as Statutory Auditors of the in 29th Annual General Meeting ofthe Company to hold office till the conclusion of the 34 th (Thirty Fourth)Annual General Meeting of the company subject to ratification of appointment by themembers at everv consequent Annual General Meeting.
However in the Companies (Amendment) Act 2017 aforesaid requirement of ratificationof appointment of Auditor is omitted with effect from 7* May 2018. Thereforeratification of appointment of statutory auditor is not being sought from the members.
The company has further received eligibility letter from M/s. VAG & CompanyChartered Accountants to the effect that they are not disqualified for appointment withinthe meaning of Section 141 of the Companies Act 2013.
Auditor's report on financial statements of the company for the F.Y. 2017 -18 does notcontain any qualification or adverse remarks.
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 Internal Auditor to carry outInternal Audit of the Company.
The Board has appointed M/s DCJ and Associates Chartered Accountants Kota (FRN:015039c) as Internal Auditor of the Company to carry out the internal audit of the companyfor the F.Y . 2017-18 in Board meeting held on dated 10th August 2017.
The internal audit report received from the internal auditors and that the same werereviewed by the Audit Committee and Board of Directors for each quarter. And theobservations if any mentioned in the quarterly Internal Audit Reports received for thefinancial year 2017-18 were duly looked into by the Management from time to time.
The Board has also re-appointed the aforesaid firm as Internal Auditor to conduct theinternal audit of the Company tor the F.Y. 2018-19 in Board Meeting held on dated 10rhAugust2018.
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 Jaipur (FRN: P1984RJ039200) asSecretarial Auditor of the Company to carry out the secretarial audit of the company forthe F.Y. 2017-18. The Secretarial Audit Report as received from the aforesaid secretarialauditors in form MR-3 for the F.Y. 2017 -18 is annexed herewith as ANNEXURE "I".
The Secretarial Audit report for the financial year ended 31st March 2018 does notcontain any qualification reservation or adverse remark and is self explanatory and doesnot call for any further comments.
The board has also re-appointed M/s V. M. & Associates Company Secretaries inPractice Jaipur as Secretarial Auditor to conduct secretarial audit of the Company forthe F.Y. 2018 -19 in Board meeting held on dated 10th August 2018.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As per the Section 134 of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014information on conservation of energy technology absorption andforeign exchange earnings and outgo is given in (ANNEXURE "II") to this report.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year ended31st March 2018 were on an arm's length basis and were in the ordinary courseof business/ Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Thus disclosure in Form AOC-2 is not required.
NOMINATION & REMUNERATION POLICY:
The Company follows a policy on "Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management"/ The policy is approved by the Nomination& Remuneration Committee and the Board/ Detailed policy is available on Companywebsite i.e. wwnv.chambalkota.com and on weblink:http://chambalkota.com/download/NOMINATION%20AND%20REMUNERAT10N%20POLICY.pdf
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed discussion on the industrial structure development opportunities threatsreview of operational performance and risks as required under Regulation 34 of theSecurities and Exchange Board of India (Listing Regulations and Disclosure Requirements)Regulations 2015 forms part of this report as (ANNEXURE ''III")
EXTRACT OF ANNUAL 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 31st March 2018 forms part of thisAnnual Report as (ANNEXURE "IV")
The company has the audit committee in line with the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
The Audit Committee consists of 4(Four) directors out of which three (3) areIndependent Director as on the last day of financial year 2017-18 and is chaired by Mr.Raj Kumar Jain an Independent Director.
HUMAN RESOURCE DEVELOPMENT
Our employees are the most valuable asset of the Company. We encourage innovationmeritocracy and the pursuit of excellence; and we are in continuous process to monitorindividual performance. We continue to have cordial and harmonious relations with itsemployees.
PARTICULARS OF EMPLOYEESAND 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 and the statement containing particulars of employees as requiredunder section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure "V" forming part ol this report.
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 live 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 Co mpany providesopportunities to its entire employee to improve their skills and capabilities.
The Company's commitment extends to its neighboring communities to improve theireducational cultural economic and social well-being. Your Company is an equalopportunity employer and does not discriminate on the grounds of race religionnationality ethnic origin color gender citizenship sexual orientation marital statusor any disability not affecting the functional requirements of the position held.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per section 177 of the Companies Act 2013 it is mandatory for every listed companyto establish a vigil mechanism for their directors and employees to report theirgrievance.
Your company has a well established vigil mechanism; the details of vigilance officeris as under:
Name: Mr. Raj kumar Jain Independent Director
Address: 94 Jain Gali. Rampura. ward no. 50. Arysamaj Road Rampura Tehsil - LadpuraKota- 324009 and Rajasthan
With the rapid expansion of the Business in terms of volume Value and geography therisk associated with each of them has also increased considerably one such riskidentified is the risk of fraud and misconduct. To strengthen the process of conductingbusiness in a fair transparent and ethical manner the company has set up a vigilmechanism. The Company takes any activity of fraud or misconduct very seriously. ThisPolicy is inten ded to govern reporting and investigation of allegation on violations ofthe Code of Conduct of the Company for which a dedicated email id c:email@example.com been established. Mr. Raj Kumar Jain Chairman of Audit Committee of the Company hasbeen nominated by the Board as Ombudsperson for this purpose. No employee was deniedaccess to the Audit committee during the year. Whistle Blower Policy is available on weblink of the company onhttp://chambalkota.cprn/downlo3d/WlilSTLE%20BL0WER%20P0LlCY%20%20ViGlL%20MECHANISM.pdf .
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 of riskson our key business objectives and enables the Company to leverage market opportunitieseffectively.
The various key risks to key business objectives are as follows:
Liquidity Risk: ft 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 dimensions 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-balance 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 PROHIBITIONAND REDRESSAL) ACT 2013
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workpla ce in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rules madethereunder and authorized the Audit Committee of the Company for implementation of saidpolicy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2017 -18
|No. of complaints received : NIL |
|No of complaints disposed off : NIL |
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas formulated and implemented a comprehensive code of conduct for prohibition of insidertrading by its management and employee which is available on web link of the company onhttp://chambalkota.com/download/code%20of%20conduct.pdf The code lays down guidelinesadvising them on procedures to be followed and disclosures to be made in dealing withshares of Company
LISTING OF SECURITIES
The equity shares of the company are listed with the BSE Limited having Scrip Code:512301 and the listing fee for the financial year 2018-19 has been duly paid.
During the financial year 2017-18 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 of 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 for 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;
(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; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 compliance of provisions ofRegulation 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply tothe following class of companies:
(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year:
(b) the listed entity which has listed its specified securities on the SME Exchange:
As such our Company falls in the ambit of aforesaid exemption (a); hence compliancewith the provisions of Regulation 27(2) of the Listing Regulations shall not apply on ourCompany.
Consequently Corporate Governance Report under Regulation 27 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 doesnot form part of the Annual Report for the Financial Year 2017-18.
AFFIRMATION ON CODE OF CONDUCT OF THE COMPANY
As provided under clause 17(5) (a) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 all Board Members andthe Senior Management personnel have confirmed compliance with the Code of Conduct for theyear ended on March 31 2018.
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 are also thankful to the employees at all levels for their continuedsupport.
For and on Behalf of Board of Director of the Chambal Breweries & Distilleries Ltd
|Place: Kota ||SD/- ||SD/- |
|Date: 10.08.2018 ||Raj Kumar Jain ||Parasram Jhamnani |
| ||DIRECTOR ||Managing Director |
| ||DIN:05182042 ||DIN:01266196 |