Chambal Breweries & Distilleries Ltd.
|BSE: 512301||Sector: Others|
|NSE: N.A.||ISIN Code: INE417N01011|
|BSE 00:00 | 09 Aug||Chambal Breweries & Distilleries Ltd|
|NSE 05:30 | 01 Jan||Chambal Breweries & Distilleries Ltd|
|BSE: 512301||Sector: Others|
|NSE: N.A.||ISIN Code: INE417N01011|
|BSE 00:00 | 09 Aug||Chambal Breweries & Distilleries Ltd|
|NSE 05:30 | 01 Jan||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 ended on31st March 2015.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The Company is engaged in trading and retailing of IMFL and beer. The net receipts fromOperations during the year under review 1835171.00/-as against 53402958.00/- in theprevious year. The profit/ (Loss) after tax is Rs. 185763.46/- as against Rs.(2142594.80)/- in the previous year.
TRANSFER TO RESERVES
During the F.Y. 2014-15 company net profits after tax were Rs. 185763.46/- . For theexpansion of business and operation of the Company your Company board proposes to transfersame to General Reserve.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of thecompany between 31st March 2015 to the date of approval of Board's Report.
After evaluation of the financial position of the Company in the interest of theCompany your Directors do not recommend any dividend for the year ended 31stMarch 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year under review the company has not provided any loan to any person orother body corporate; neither it has given any guarantee or provided security inconnection with a loan nor it has acquired by way of subscription purchase or otherwisethe securities of any other body corporate.
During the FY 2014-15 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 lac eighty seven thousand and five hundred and eighty).
The Company has not invited accepted or renewed any fixed deposits from public withinthe meaning of Section73 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 PERSONEL:
Ms. Swathi Rajendra Betalkar who was appointed as an Additional Executive Director ofthe Company holds office up to the date of ensuing Annual General Meeting of the Company.Her appointment for the office of Whole Time Director for a term upto of Three yearsw.e.f. 30 th March 2015 is placed before the members for consideration andapproval.
Ms. Parasram Jhamnani who is Chairman & Non Executive Director of the Companyhaving more than 25 years experience in the field of operation of the Company.
During the year Mr. Lalit Modi was appointed as Company Secretary of the Companypursuant to Section 203 of the Companies Act 2013 read with the rules made there under
During the year Mr. Vinod Jhamnani was re-appointedas Chief Financial Officer (CFO) ofthe Company pursuant to Section 203 of the Companies Act 2013 read with the rules madethere under.
The Board of Directors met eight(8) times during this financial year 2014-15 on dated 5thApril 2014 30thMay 201412th August 201418th October2014 15th November 201422th December 201410th February2015 & 30th March 2015. Frequency and quorum at these meetings were inconformity with the provisions of the Companies Act 2013 and the Listing Agreemententered into by the company with the Stock Exchanges.
DISCLOSURE / DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Company has also received the disclosure / declarations form entire Directors ofChambal Breweries & Distilleries Limited as per Section 149(7) of the Companies Act2013.
None of the directors are disqualified for appointment under the provisions ofCompanies Act 2013 and all independent Director(s) of the company viz. Mr. Raj KumarJain Mr. Gajraj Singh and Mr. Anupam Garg have submitted the declaration of independenceas required pursuant to section 149(7) of the Companies Act 2013 stating that they meetthe criteria of independence as laid down under Section 149(6) 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 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 and internal audit reports
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
AUDITOR AND AUDITOR'S REPORT
M/s VAG & Company Chartered Accountants Kota (Firm registration Number: 003014C) were appointed as Statutory Auditors of the Company at the Annual General Meeting heldon 29th November 2014 for a period of five years subject to ratification ofappointment by the members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members. Thecompany has received letter from M/s. VAG & Company Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 139 of the Companies Act 2013 and that they are not disqualified for appointmentwithin 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 themedian employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report as (Annexure "I").
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. More details on the same are given in(Annexure "II")
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:015039c) as Internal Auditor of the Company to carry out the internal audit of the companyforthe F.Y. 2014-15.
The Internal Audit report for the financial year ended 31 March 2015 is selfexplanatory and does not call for any further comments.
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. 2015-16.
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:P1984RJ039200) as Secretarial Auditor of the Company to carryout the secretarial audit ofthe company for the F.Y. 2014-15. The Secretarial Audit Report is annexed herewith as(ANNEXURE "III").
The Secretarial Audit report for the financial year ended 31 March 2015 is selfexplanatory and does not call for any further comments.
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. 2015-16.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The operations of your company are not energy intensive Furthermore the Company doesnot have any manufacturing activity during financial year 2014-15. The Report is annexedherewith as (ANNEXURE "IV").Foreign exchange earnings and outgo is reported tobe Nil during the financial year.
RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements entered into by the company in accordance withprovisions of Section 188 of the Companies Act 2013. There are no materially significantrelated party transactions 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. The Report is annexed herewith as (ANNEXURE"V").
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 inMGT-9 as on the financial year ended 31stMarch 2015 forms part of this AnnualReport (ANNEXURE "VI")
The Audit Committee has been re-constituted as per Section 177 of the Companies Act2013 and the Listing Agreement with the Stock Exchange.
The Audit Committee consists of 4(Four) directors out of which three (3) areIndependent Director on the last day of financial year 2014-15 and is chaired by Mr. Rajkumar Jain an Independent and non Executive Director. The composition is strictlyaccording with the provision of the section 177 of the Companies Act 2013 and ListingAgreement entered with Stock Exchange.
HUMAN RESOURCE DEVELOPMENT
Our employees are the most valuable asset of the Company. We encourage innovationmeritocracy and 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
None of the employees of the company was in receipt of the remuneration exceeding thelimits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies (Appointmentand Remuneration of Managerial Personnel) of the Companies Act 2013 during the year underreview.
EQUAL OPPORTUNITY TO ALL THE EMPLOYEES
The Company has always provided a congenial atmosphere forwork 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 Company 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 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 vigilance officer is asunder:
Name: Mr. Raj kumar Jain
Address: 94 Jain Gali Rampura ward no. 50 Arysamaj RoadRampura Tehsil - Ladpura
Kota- 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. The 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 intended to govern reporting and investigation of allegation on violations ofthe Code of Conduct of the Company for which a dedicated email id email@example.com hasbeen establish. Mr. Raj Kumar Jain Chairman of Audit Committee of the Company has beennominated by the Board as Ombudsperson for this purpose. No employee was denied access tothe Audit committee during the year.
For the purpose of risk management your company has constituted Risk ManagementCommittee on 22nd December 2014 whose primary responsibility is to:
- Discuss with senior management the Company's Enterprise Risk Management (ERM) andprovide Direction as may be needed;
- Reviewing risk disclosure statements in any public documents or disclosures
- 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 dimensions for the Company.
Funding Risk: To replace net outflows due to unanticipated out flows.
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 (NII). 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 always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.
The following is a summary of sexual harassment complaints received anddisposed offduring the year 2014-15
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES:
In compliance with SEBI 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 website of the company onwww.chambalkota.in
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 year 2015-16 has been duly paid. Scrip Code: 512301
During the financial year 2014-15 Three (3) resolutions were passed through PostalBallot. The said special resolutions were passed for authorizing the Board for followingitems:
a. To shift Registered Office from the STATE OF MAHARASHTRA TO STATE OF RAJASTHANpursuant to Section 12 of the Companies Act 2013
b. To sell dispose off and / or transfer of whole or substantially whole of company'sundertaking pursuant to u/s 180(1)(a) of the Companies Act 2013
c. To to borrow money upto a sum of Rs. 100000000/- (Rupees Ten Crores Only)pursuant to u/s 180(1)(C) of the Companies Act 2013
RESULT OF VOTING ARE AS BELOW:
None of the business proposed to be transacted in the ensuing Annual General Meetingrequires passing 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; 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.
(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
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September2014 compliance with the provisions of Clause 49 is not mandatory for the time being inrespectof the following class of companies:
a. Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;
b. Companies whose equity share capital is listed exclusively on the SME and SME-ITPPlatforms.
As such our Company falls in the ambit of aforesaid exemption (a); hence compliancewith the provisions of Clause 49 of the Listing Agreement is not mandatory for ourCompany.
Consequently Management Discussion & Analysis report and Corporate GovernanceReport under Clause 49 of the Listing Agreement does not form part of the Annual Reportfor the Financial Year 2014-15
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.
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 below:
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2014-15:
2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2014-15: No increase in remuneration during the year.
3. The percentage increase in the median remuneration of employees in the financialyear 2014-15: No increase in remuneration of employees during the financial year 2014-15
4. The number of permanent employees on the rolls of company: - 8
5. The explanation on the relationship between average increase in remuneration andcompany performance: No increase in remuneration during the financial year 2014-15.
6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:
The Company is engaged in trading and retailing of IMFL and beer. The net receipts fromOperations during the year under review 1835171.00/-as against 53402958.00/- in theprevious year. The profit/ (Loss) after tax is Rs. 185763.46/- as against Rs.(2142597.80)/- in the previous year and no increase in remuneration during the financialyear 2014-15.
7. variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at whichthe company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the closeof the current financial year and previous financial year:
8 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 remuneration- Average %increase in the salary of employees other than Managerial Personnel: - Nil Average %increase in the Salary of the Managerial PersonnehNIL
9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company: The Company is engaged in trading and retailing of IMFL andbeer. The net receipts from Operations during the year under review 1835171.00/-asagainst 53402958.00/- in the previous year. The profit/ (Loss) after tax is Rs.185763.46/- as against Rs. (2142594.80)/- in the previous year and in the financialyear only Rs. 42000/- (four Months) in paid to the Mr. Lalit Modi ( Company Secretary).
10. The key parameters for any variable component of remuneration availed by thedirectors: No Key parameters.
11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but received remuneration in excess of the highest paid directorduring the year: There is no such employee in the Company. Hence this is not applicable.
12. Affirmation: We hereby confirm that the remuneration paid to Directors andemployees are as per the remuneration policy of the company
NOMINATION AND REMUNERATION POLICY
Chambal Breweries & Distilleries Limited
Pursuant to Section 178 of the Companies Act 2013 the Board of Directors of everylisted Company shall constitute the Nomination and Remuneration Committee. Hence Board ofDirector of the Company constituted Nomination and Remuneration Committee in their BoardMeeting hold on dated 22th December 2014comprising following three non-executiveIndependent Directors.
This Committee and the Policy is formulated in compliance with Section 178 of theCompanies Act 2013
To guide the Board in relation to appointment and removal of Directors Key ManagerialPersonnel and Senior Management.
To evaluate the performance of the members of the Board and provide necessary report tothe Board for further evaluation.
To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
a) "Board" means Board of Directors of the Company.
b) "Company" means "Chambal Breweries & Distilleries Limited."
c) "Independent Director" means a director referred to in Section 149(6) ofthe Companies Act 2013.
d) "Key Managerial Personnel" (KMP) means
(i) Chief Executive Officer or the Managing Director or the Manager
(iii) Whole-time Director
(iv) Chief Financial Officer and
(v) Such other officer as may be prescribed.
e) "Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the Listing Agreement.
f) "Policy or This Policy" means "Nomination and RemunerationPolicy."
g) "Remuneration" means any money or its equivalent given or passed to anyPerson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.
ROLE OF THE COMMITTEE
a) To formulate a criteria for determining qualifications positive attributes andindependence of a Director.
b) Formulate criteria for evaluation of Independent Directors and the Board.
c) Identify persons who are qualified tobecome Directors and who may be appointed insenior Management in accordance with the criteria laid down in this policy.
d) To carry out evaluation of every Director's performance.
e) To recommend to the Board the appointment and removal of Directors and SeniorManagement.
f) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
g) Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.
h) To devise a policy on Board diversity
i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
j) To perform such other functions as may be necessary or appropriate for theperformance of its duties.
a) The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.
b) Minimum two (2) members shall constitute a quorum for the Committee meeting.
c) Membership of the Committee shall be disclosed in the Annual Report.
a) Chairman of the Committee shall be an Independent Director.
b) Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders' queries.
FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
COMMITTEE MEMBERS' INTERESTS
A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
Matters arising for determination at Committee meetings shall be decided by a majorityof votes of Members present and voting and any such decision shall for all purposes bedeemed a decision of the Commit tee.
In the case of equality of votes the Chairman of the meeting will have a casting vote.
APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole-time Director/Manager who has attained the age of seventy years. Providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.
Term / Tenure:
Managing Director/Whole-time Director/Manager (Managerial Person):
The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time.
- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director Serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.
The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIOR MANAGEMENTGENERAL:
1. The remuneration / compensation / commission etc. to Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person.
Remuneration to Managerial Person KMP and Senior Management:
1. Fixed pay:
Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethereunder for the time being in force. The break-up of the pay scale and quantum ofperquisites including employer's contribution to P.F pension scheme medical expensesclub fees etc. shall be decided and approved by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of the Central Government.
3. Provisions for excess remuneration:
If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non-Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.
3. Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.
4. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee meeting.
Any change in the Policy shall on recommendation of Nominations and RemunerationCommittee be approved by the Board of Directors of the Company. The Board of Directorsshall have the right to withdraw and / or amend any part of this Policy or the entirePolicy at any time as it deems fit or from time to time and the decision of the Boardin this respect shall be final and binding.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The MembersChambal Breweries And Distilleries Limited
CIN:L99999RJ1985PLC046460 A-7 Shopping Centre
Kota - 324 007 (Rajasthan)
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Chambal Breweries AndDistilleries Limited (hereinafter called"the Company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2015 ('AuditPeriod') complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance- mechanism in place to the extent in the mannerand subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not applicable to the Company during the Audit Period);
(v) The following Regulations and Guidelines prescribed underthe Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 ;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; and the Securities and Exchange Board ofIndia (Share Based
Employee Benefits) Regulations 2014 notified on 28th October 2014 (Notapplicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period).
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period)
(ii) The Listing Agreement entered into by the Company with the Stock Exchange.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the company has:
duly passed the resolutions under section 180 of the Act read with itsapplicable rules as amended; and
shifted its registered office from the state of Maharashtra to the state ofRajasthan.
REPORT ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
A) Conservation of energy:
(i) The steps taken or impact on conservation of energy:
The operations of your company are not energy intensive. However adequate Measures havebeen initiated to reduce energy consumption further.
The Company is very conscious about conserving the energy resources and takes adequatesteps to rationalize the consumption of energy i.e. most of bulbs is replaced byCFL/LED/tube-light and do the regularly maintenance work of electronic equipment.
(ii) The steps taken by the company for utilizing alternate sources of energy: Nil
(iii) The capital investment on energy conservation equipment: Nil (B) Technologyabsorption:
(i) The efforts made towards technology absorption: The Company has not carried out anyTechnology absorption
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: N.A.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): N.A.
(a) The details of technology imported: Nil
(b) The year of import: Nil
(c) Whether the technology been fully absorbed: N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo:
There were no foreign exchange earnings and outgo during the financial year ended 31stMarch 2015.
Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) Of the Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis: Nil
(a) Name(s) of the related party and nature of relationship: N.A
(b) Nature of contracts/arrangements/transactions: N.A.
(c) Duration of the contracts / arrangements/transactions: NA.
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.
(e) Justification for entering into such contracts or arrangements or transactions:N.A.
(f) Date(s) of approval by the Board: N.A.
(g) Amount paid as advances if any: N.A.
(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: N.A.
2. Details of material contracts or arrangement or transactions at arm's length basis:Nil
(a) Name(s) of the related party and nature of relationship: N.A
(b) Nature of contracts/arrangements/transactions: N.A.
(c) Duration of the contracts / arrangements/transactions: N.A
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.
(e) Date(s) of approval by the Board if any: N.A.
(f) Amount paid as advances if any: N.A.
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st march 2015 [Pursuant to section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014]
I. RESITRATION AND OTHER DETAILS :
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
ii) Shareholding of Promoters
iii) Change in Promoters' Shareholding ( please specify if there is no change)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
(vi) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to other directors:
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: