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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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VOLUME 70
52-Week high 2.70
52-Week low 1.90
P/E 100.00
Mkt Cap.(Rs cr) 2
Buy Price 1.99
Buy Qty 780.00
Sell Price 2.00
Sell Qty 4.00
OPEN 2.00
CLOSE 2.00
VOLUME 70
52-Week high 2.70
52-Week low 1.90
P/E 100.00
Mkt Cap.(Rs cr) 2
Buy Price 1.99
Buy Qty 780.00
Sell Price 2.00
Sell Qty 4.00

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

Company director report

Dear Members

CHAMBAL BREWERIES AND DISTILLERIES LIMITED

Your directors have immense pleasure in presenting their 34th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended on 31st March 2019.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

(Amount in Rs.)

PARTICULARSF.Y. 2018-19F.Y. 2017-18
Revenue from Operations00
Less: Total Expenses1180759.721218982.20
Profit/(Loss) from operations before other Income finance costs and exceptional items(1180759.72)(1218982.20)
Add: Other Income1303980.001435704.00
Profit/(Loss) from ordinary activities before finance costs exceptional items and Tax123220.28216721.80
Less: Finance cost000.0
Profit/(Loss) from ordinary activities after finance costs but before exceptional items and Tax123220.28216721.80
Less: Taxation (including FBT & Deferred Taxation)327475.0055000.00
Net Profit / (Loss) after Tax & exceptional items(15655082.87)161721.80

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

The Company is engaged in trading and retailing ofIMFL and beer. Due to Strong polices and unexpected decisions of the government which were not in the favour of your company hence your company did not carry any business activity of retails selling of IMFL and beer during financial year 2016-17 2017- 18 and 2018-19 and the total Revenue from operations was Nit while other income during the year under review was Rs. 1303980.00/-. Further the company has incurred total expenditure of Rs. 1180759.72/- as against expenditure of Rs. 1218982.20/- incurred during the previous financial year. Although the company has no profit after tax during the under review as compared to Rs. 161721.80 in the previous year due to written-off the Capital Investment as mention in financial statements. your directors expect that the company will perform better in the ensuing year.

TRANSFER TO RESERVES

Your Directors have not proposed to transfer any sum to the General Reserve.

DIVIDEND:

Considering losses no dividend has been recommended by the Board of Directors of the Company.

CHANGE IN THE NATURE OF BUSINESS:

There are no Change in the nature of Business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes occurred and no commitments took place between 31st March 2019 and the date of Board's Report which can affect the financial position of the company.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

There was no change made in the financial statements or the Report in respect of three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

CAPITAL STRUCTURE

During the FY 2018-19 there is no change in capital structure of the Company and paid up share capital of the company stands at Rs. 74887580/- (Rupees Seven Crore Forty Eight Lakh Eighty Seven Thousand Five Hundred and Eighty).

DETAILS OF EMPLOYEE STOCK OPTIONS

There are no employee stock option given by the company during the Financial year 2018-19.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Following changes took place in the Board of directors of the company during the year 2018-19:

1. Mr. Narendra Dubey Ramshankar (DIN: 07984683) has tendered his resignation from the post of director w.e.f. 08th May 2018.

2. Mr. Parasram Jhamnani (DIN:01266196) retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company and Ms. Amrita Modi (DIN: 07761166) retired by rotation in previous AGM held on 27th September 2018 were re-appointed by the shareholders.

3. Tenure of Mr. Parasram Jhamnani (DIN:01266196) as approved by the shareholders of the company in 31st Annual General meeting held on 29th September 2016 expire on 10th August 2019 hence Board of Directors of the company in their board meeting held on 3rd August 2019 Approved the further reappointment of Mr. Parasram Jhamnani (DIN:01266196) as Chairman and Managing Director w.e.f. 11th August 2019 subject to approval of shareholders of the Company hence Approval of Shareholders sought for his re-appointment at this AGM. The Board recommends his re-appointment in this AGM. Brief Profile of Mr.Parasram Jhamnani is given in the Notice of the AGM.

4. Tenure of Ms. Amrita Modi as approved by the shareholder of the Company in 32nd Annual General Meeting held on 25th September 2017 expired on 19th March 2019 hence Board of Directors of the company in their board meeting held on 12th February 2019 Approved the re-appointment of Ms. Amrita Modi (DIN:07761166) as Additional director of the company for a term upto the ensuing Annual General Meeting of the company held for the financial year 2018-19 w.e.f 20th March 2019 now Approval of Shareholders sought for re-appointment of Ms. Amrita Modi (DIN: 07761166) as Non Executive Director of the Company at this AGM. The Board recommends her re-appointment in this AGM. Brief Profile of Ms. Amrita Modi is given in the Notice of the AGM

5. Mr. Raj Kumar Jain (DIN: 05182042) Mr. Gajraj Singh (DIN: 01336015) and Mr. Anupam Garg (DIN: 05182137) were re-appointed for 2nd term as an independent director of the company in previous AGM held on 27th September 2018 w.e.f. 1st April 2019 on Board of the Company to hold office till 31st march 2024.

Except aforesaid changes no other changes took place in the directors of the company during the year under review.

Further no changes occurred in the KMP during the year under review.

DISCLOSURE / DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Company has received the disclosure / declarations from all Independent Directors of the Company viz. Mr. Raj Kumar Jain Mr. Gajraj Singh and Mr. Anupam Garg as required under Section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

AFFIRMATION ON CODE OF CONDUCT OF THE COMPANY

As provided under Regulation 17(5)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 all Board Members and the Senior Management personnel have confirmed compliance with the Code of Conduct for the year ended on 31st March 2019.

BOARD MEETINGS:

The Board of Directors met four (4) times during the financial year 2018-19 on 23.05.2018 10.08.2018 14.11.2018 and 12.02.2019. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act 2013 Secretarial Standard -1 on Meetings of the Board of Directors and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 The Board meetings are held within 45 days from the end of the quarter in the manner that it coincides with the announcement of quarterly results. Time gap between two consecutive meetings does not exceed 120 days. In case of an urgent necessity additional Board meetings are called.

Attendance of Directors in AGM and Board meetings held during the financial year 2018-19 are as follows:

Name of DirectorIn previous AGM

Board meeting

% of Attenda
23.05.201810.08.201814.11.201812.02.2019nee
Mr. Parasram JhamnaniYesYesYesYesYes100%
Mr. Raj Kumar JainYesYesYesYesYes100%
Mr. Gajraj SinghYesYesYesYesYes100%
Mr. Anupam GargYesYesYesYesYes100%
Ms. Amrita ModiYesYes YesYesYes100%

AUDIT COMMITTEE:

The company has the audit committee in line with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Audit Committee consists of 4(Four) directors out of which three (3) are Independent Director as on the last day of financial year 2018-19 and is chaired by Mr. Raj Kumar Jain an Independent Director. Composition of Committee as follows:

S. No. NamePositionCategory
1 Mr. Raj Kumar JainChairmanIndependent
2 Mr. Gajraj SinghMemberIndependent
3 Mr. Anupam GargMemberIndependent
4 Mr. Parasram JhamnaniMemberExecutive

Mr. Raj Kumar Jain {DIN: 05182042) Chairman of Audit Committee attended previous AGM held on 27th September 2018. Further All the recommendations of the Audit time to time were accepted by the Board.

Attendance of Audit Committee meeting held during the financial year 2018-19 as follows:

Name of Director

Date of Meeting

%of Attendance
23.05.201810.08.201814.11.201812.02.2019
Mr. Raj Kumar JainYesYesYesYes100%
Mr. Gajraj SinghYesYesYesYes100%
Mr. Anupam GargYesYesYesYes100%
Mr. Parasram JhamnaniYesYesYesYes100%

NOMINATION AND REMUNERATION COMMITTEE:

The company has the Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee consists of 3 (Three) directors. All the members are Independent Directors as on the last day of financial year 2018-19 and is chaired by Mr. Raj Kumar Jain an Independent Director. Composition of Committee as follows:

S. No. NamePositionCategory
1 Mr. Raj Kumar JainChairmanIndependent
2 Mr. Gajraj SinghMemberIndependent
3 Mr. Anupam GargMemberIndependent

Attendance of Nomination and Remuneration Committee held during the financial year 2018-19 as follows:

Name of Director

Date of Meeting

% of Attendances
10.08.201812.02.2019
Mr Raj Kumar JainYesYes100%
Mr. Gajraj SinghYesYes100%
Mr. Anupam GargYesYes100%

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The company has the Stakeholders' Relationship Committee in line with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Stakeholders' Relationship Committee consists of 4 (four) directors out of which three (3) are Independent Director as on the last day of financial year 2018-19 and is chaired by Mr. Raj Kumar Jain an Independent Director. Composition of Committee as follows:

S. No. NamePositionCategory
1 Mr. Raj Kumar JainChairmanIndependent
2 Mr. Gajraj SinghMemberIndependent
3 Mr. Anupam GargMemberIndependent
4 Mr. Parasram JhamnaniMemberExecutive

Attendance of Stakeholders' Relationship Committee held during the financial year 2018-19 are as follows:

Name of Director

Date of Meeting

%of Attendances
23.05.201818.10.201814.11.201812.02.2019
Mr. Raj Kumar JainYesYesYesYes100%
Mr. Gajraj SinghYesYesYesYes100%
Mr. Anupam GargYesYesYesYes100%
Mr. Parasram JhamnaniYesYesYesYes100%

NOMINATION & REMUNERATION POLICY:

A Nomination and Remuneration Policy has been formulated pursuant to Section 178 and other applicable provisions of the Companies Act 2013 and Rules applicable thereto. The said policy may be referred atwww.chambalkota.com and on weblink:http://chambalkota.com/download/N0MINATI0N%20AND%20 REMUNERATION%20POLICY.pdf

The Brief of the Remuneration Policy as approved by the Board is given below:

- The Managing Director / Whole Time Directors etc. shall receive remuneration as per the required approvals under the provisions of the Companies Act 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors as it may consider appropriate after taking into consideration the required factors.

The Non-Executive Directors and Independent Directors shall receive remuneration by way of sitting fees as may be decided by the Board from time to time under the provisions of the Companies Act 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors as it may consider appropriate and taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration subject to the provisions of the Companies Act 2013.

- Non-Executive Directors and Independent Directors shall be reimbursed expenses incurred in attending Board / Committee Meetings.

Key Managerial Personnel and Senior Managerial Personnel shall be paid remuneration as per Company's Policy subject to compliance with the provisions of the Companies Act 2013

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

Pursuant to the provisions of the Companies Act 2013 a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as their presence leadership level of engagement and contribution and independence of judgement thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit Committee Nomination and Remuneration Committee as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports issued by internal auditors of the company.

DETAILS OF SUBSID1ARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Subsidiary Company:Nil
joint Venture:Nil

FIXED DEPOSITS

The Company has neither invited nor accepted or renewed any fixed deposits from public within 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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year under review the company has not given any guarantee or provided security in connection with a loan nor it has acquired by way of subscription purchase or otherwise the securities of any other body corporate. Further the particulars of the Loans given and advances made by the company are provided in the Note No. 5 of financial statements of the company.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended 31st March 2019 were on an arm's length basis and were in the ordinary course of business. Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus disclosure in Form AOC-2 is not required.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act 2013 read with the relevant rules and guidelines are not so far applicable to the Company.

RISK MANAGEMENT

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

 The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities 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 financial commitment to a Bank/ Financial Institution in any location any currency at any point in time. 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 undertake profitable business opportunities when desirable.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per section 177 of the Companies Act 2013 it is mandatory for every listed company to establish a vigil mechanism for their directors and employees to report their grievance.

Your company has a well established vigil mechanism; the details of vigilance officer is as under:

Name: Mr. Raj kumar Jain Independent Director

Address: 94 Jain Gali Rampura ward no. SO Arysamaj Road Rampura Tehsil - Ladpura Kota- 324009 Rajasthan

Email: cbdlrajkumarjain@gmail.com

With the rapid expansion of the Business in terms of volume Value and geography the risk associated with each of them has also increased considerably one such risk identified is the risk of fraud and misconduct. To strengthen the process of conducting business in a fair transparent and ethical manner the company has set up a vigil mechanism. The Company takes any activity of fraud or misconduct very seriously. This Policy is intended to govern reporting and investigation of allegation on violations of the Code of Conduct of the Company for which a dedicated email id cbdl@chambalkota.in has been established. Mr. Raj Kumar Jain Chairman of Audit Committee of the Company has been nominated by the Board as Ombudsperson for this purpose. No employee was denied access to the Audit committee during the year. Whistle Blower Policy is available on web link of the companyhttp://chambalkota.com/download/WHISTLE%20BLOWER%20POLICY% 20%20VIGIL%20MECHANISM.pdf

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 or courts or tribunals which may affect the going concern status of the company and company's operation in future.

AUDITOR AND AUDITOR'S REPORT

STATUTORY AUDITORS

M/s VAG & Company Chartered Accountants Kota (Firm registration Number: 003014C) were appointed as Statutory Auditors of the Company in 29th Annual General Meeting of the Company to hold office till the conclusion of the 34th Annual General Meeting of the company subject to ratification of appointment by the members at every consequent Annual General Meeting.

However in the Companies (Amendment) Act 2017 aforesaid requirement of ratification of appointment of Auditor is omitted with effect from 7th May 2018.

Tenure of appointment of M/s. VAG & Company Chartered Accountants will expire on conclusion of the 34th (Thirty Fourth) Annual General Meeting.

M/s. VAG & Company Chartered Accountants Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act 2013 and provided consent letter for appointment the firm for 2nd term w.e.f. conclusion of this annual General meeting to conclusion of Thirty Nineth annual general meeting of the Company to be held for the Financial year ended on 31st March 2024 in accordance with the provisions of the Companies Act 2013 (the Act).The Board recommends re-appointment of statutory auditor to shareholders in this AGM.

There is no reservation qualification or adverse remark contained in the Auditor's Report attached to Financial Statements of company as at 31st March 2019. Information referred in Auditor's Report are self-explanatory and do not call for any further comments.

There is no Fraud Reporting by auditors during the financial year 2018-19 INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with The Companies (Accounts) Rules 2014 every Listed Company is required to appoint an Internal Auditor to carry out Internal 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 company for the F.Y. 2018-19.

The internal audit report received from the internal auditors and that the same were reviewed by the Audit Committee and Board of Directors and the observations if any mentioned in the Internal Audit Report received for the financial year 2018-19 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 the internal audit of the Company for the F.Y. 2019-20 in Board Meeting held on date 25th May 2019.

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 has appointed M/s V. M. & Associates Company Secretaries Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F.Y. 2018-19. The Secretarial Audit Report as received from the aforesaid secretarial auditors in form MR-3 for the F.Y. 2018-19 is annexed herewith as ANNEXURE 1.

The Secretarial Audit report for the financial year ended 31st March 2019 does not contain any qualification reservation or adverse remark and is self explanatory and does not call for any further comments.

The board has also re-appointed M/s V. M. & Associates Company Secretaries in Practice Jaipur as Secretarial Auditor to conduct secretarial audit of the Company for the F.Y. 2019-20 in Board meeting held on date 25th May 2019.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company has complied with all applicable secretarial standards on company during the financial year 2018-19.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC)

There are no process initiated under the insolvency and bankruptcy code 2016 (2016) during the financial year 2018-19

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

Your Company continuously strives to conserve energy adopt environment friendly practices and employ technology for more efficient operations.

As per the Section 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 information on conservation of energy technology absorption and foreign exchange earnings and outgo is given in (ANNEXURE II) to this report

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed discussion on the industrial structure development opportunities threats review of operational performance and risks as required under Regulation 34 of the Securities 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 The Companies (Management and Administration) Rules 2014 an extract of annual return in Form MGT- 9 as on the financial year ended 31st March 2019 forms part of this Annual Report as (ANNEXURE IV)

HUMAN RESOURCE DEVELOPMENT

Our employees are the most valuable asset of the Company. We encourage innovation meritocracy and the pursuit of excellence; and we are in continuous process to monitor individual performance. We continue to have cordial and harmonious relations with its employees.

PARTICULARS OF EMPLOYEESAND RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and the statement containing particulars of employees as required under 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 in Annexure V forming part of this report.

EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human right. To that end the company practice and seeks to work with business associates who be live and promote these standards. The Company is committed to provide equal opportunities as all levels safe and healthy work places and protection human health and environment. The Company provides opportunities to its entire employee to improve their skills and capabilities.

The Company's commitment extends to its neighboring communities to improve their educational cultural economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race religion nationality ethnic origin color gender citizenship sexual orientation marital status or any disability not affecting the functional requirements of the position held.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rules made thereunder and authorized the Audit Committee of the Company for implementation of said policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

Number of complaints pending at the beginning of the yearNil
No. of complaints received during the yearNIL
Number of complaints disposed off during the yearNIL
Number of cases pending at the end of the yearNil

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Company has formulated and implemented a comprehensive code of conduct for prohibition of insider trading by its management and employee which is available on web link of the company on http://chambalkota.com/download/Code%20of%20conduct%20pursuant%20to%20SEBI%20(Proh ibition%20of%20Insider%20Trading)%20Regulation%202015%20(l).pdf

The code lays down guidelines advising them on procedures to be followed and disclosures to be made in dealing with shares 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 2019-20 has been duly paid.

POSTAL BALLOT

During the financial year 2018-19 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 Directors of the Company hereby state and confirm that:

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

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

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

(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 the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE REPORT:

As per Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 compliance of provisions of Regulation 1718 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply to the following class of companies:

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on the last day of the previous 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 compliance with the provisions of Regulation 27(2) of the Listing Regulations shall not apply on our Company.

Consequently Corporate Governance Report under Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 does not form part of the Annual Report for the Financial Year 2018-19.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company's Bankers Government Advisors Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

For and on Behalf of Board of Director
Chambal Breweries & Distilleries Ltd.
Place: Kotasd/-sd/-
Date: 03.08.2019Raj Kumar JainParasram Jhamnani
DIRECTORManaging Director
DIN:05182042DIN:01266196