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Ravikumar Distilleries Ltd.

BSE: 533294 Sector: Consumer
NSE: RKDL ISIN Code: INE722J01012
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Ravikumar Distilleries Ltd. (RKDL) - Director Report

Company director report

To

The Members

Ravi Kumar Distilleries Limited.

Your directors have pleasure in presenting the 28thAnnual Report together with AuditedAccounts of the Company for the year ended 31st March 2021.

1. Financial Results:

(Rs. in lakhs)

Particulars 31.03.2021 30.03.2020
Total Revenue (Net of Excise Duty) 60.06 8069.59
Profit / (Loss) before Prior period Exceptional and Extra-Ordinary items (536.61) 78.09
Prior Period items - -
Exceptional items 200.00 10.28
Tax Expenses (2.83) 16.80
Profit / (Loss) for the Year (733.78) 51.01
Other Comprehensive Income 3.21 (29.95)
Balance Carried Forward to Balance sheet (730.58) 21.06

2. Performance of the Company during the year under review:

Your Company is engaged in the business of manufacture and trade of Indian Made ForeignLiquor (IMFL) under own brand Capricorn Jean Brothers Black Berry 2Barrels GreenMagic Chevalier Once More as well asunder tie-up arrangements with other Companies. IMFLcomprises of Whisky Brandy Rum Gin and Vodka. Your Company currently operates throughown manufacturing unit located at R.S 89/4A Katterikuppam Village Mannadipet CommunePuducherry. The Unit is equipped with infrastructure facilities and technology whichencompasses all modern facilities for blending and bottling can undertake manufacture ofIMFL. The core competency of your Company is in house technical and formulation knowledgeskilled workforce and well equipped manufacturing facilities which enable us tomanufacture a wide range of IMFL products to diverse client requirements.

During the year the total Income from operations was Rs. 60.06 lakhs compared toRs.8069.59 lakhs in the previous year recording a net loss of Rs. 733.78 lakhs as againstthe net profit of Rs. 51.01lacs in the previous year. Earning per share is Rs.(3.04) lacsagainst Rs. 0.09 in the previous year on a weighted average basis as per AccountingStandard 20 issued by the Institute of Chartered Accountants of India.

3. Covid-19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity.

The effect of COVID 19 and the consequent safety measures imposed by the Governmentshave put at task the position of the survival of the humanity in every directionespecially the business conditions which are the source of support to the humanity.

During the lock down period there were no operations and a complete stoppage ofrevenue. The effect of COVID 19 on business are beyond control and unforeseen though itis universal to all the business entities. Managing the economic and other impactscurrently as well as in future is going to be great challenge due to the conditions inthe business of liquors announced by the Government like extra ordinary changes in tariffand policy.

4. Future Outlook

During the current financial year your company is making all possible efforts toimprove the performance.

5. Reserves:

Your Board of Directors does not recommend carrying any amount to reserves; the entireloss amount was carried forward to next year.

6. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the financialyear under review.

7. Material Changes between the period from end of Financial Year to the Date of Reportof the Board:

An inspection was carried out by the State Excise Authorities on 10th June 2020 and aShow Cause Notice was issued regarding alleged irregularities in affixture of Holograms inIMFL bottles and furtherance to our replies the Excise Department has issued Order forcancellation of the Manufactory Licence issued to manufacture IMFL at the factory premisesat R.S. No. 89/4-A Katterikuppam Village Mannadipet Commune Puducherry vide Order No.004/ECE/E1/2020 dated 04.11.2020.

The alleged reasons for cancellation of manufacturing licence on the grounds ofirregularities in affixture of holograms are unlawful. However restoration of the same isunder active consideration of excise department and the Company can recommence itsbusiness on restoration of licence.

8. Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the going Concern Status and Company's Operation in Future:

The cancellation of the Manufactory Licence issued to manufacture IMFL at the factorypremises as stated above had impacted the business of the company in financial year2020-21. Since revocation of order is under active consideration of Excise Departmentthe Board is of the opinion that there will no impact on going concern status of theCompany.

9. Dividend:

Considering the financial situation Your Directors did not recommended any dividend onthe equity shares for the financial year 2020-21.

10. Public Deposits

During the year the Company has not accepted or renewed any deposits from the publicas covered under section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 and there are no deposits which are pending for repayment as on31.03.2021.

11. Subsidiaries Joint Venture and Associate Companies:

The Company has no subsidiaries Joint Venture and associate companies during the year.

12. Directors:

Policy on Directors' appointment and remuneration

The current policy is to have an appropriate mix of executive and independentdirectors as considered and recommended by the Nomination and Remuneration Committee andas per the stipulations of the statutes to maintain the independence of the Board. As of31st March 2021 the board has 6 members as mentioned below:

The list of Directors as on 31st March 2021 is

Sl. No. NAME OF THE DIRECTOR NATURE OF DIRECTORSHIP
1 Mr R.V. Ravikumar Managing Director
2 Mr Badrinath S Gandhi Executive Director
3 Mr Ashok R Shetty Independent Director
4 Mr. Kunjuri Murtyrao Satyanarayana Independent Director
5 Mr. Popatlal Mukanchand Kathariya Independent Director
6 Ms.Vidhisa Shetty Independent Director

Ms.Vidhisa Shetty Independent Director of the Company was appointed as additionalwoman independent director of the company with effect from 23rd November 2020. Herappointment as independent director of the company was regularised at the annual generalmeeting of the company held on 23rd December 2020.

The policy of Company on director's appointment and remuneration including thecriteria for determining qualification positive attributes and other matters as requiredunder sub-section 3 of section 178 of the Companies Act 2013 is available on Company'swebsite.

There has been no change in the policy. We affirm that remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

Mr. R.V. Ravikumar to be reappointed as director of the company who retires by rotationat this Annual General Meeting and being eligible offers himself for re- appointment.Theresolutions set out in the Notice to AGM are self-explanatory.

Further it is proposed to reappoint Mr. R V Ravikumar as Managing Director of thecompany w.e.f. 01st April 2021 and Mr. Badrinath S. Gandhi as Whole-time Director of thecompany w.e.f. 01st April 2021 at the ensuing annual general meeting of the company.

13. Meeting of the Board

During the financial year under review the Board of Directors duly met 6 (Six) timesin respect of which meetings proper notices were given and the proceedings were properlyrecorded and signed in the minute's book maintained for the purpose.

Date of Meeting Board Strength No. of Directors Present
31-07-2020 6 6
04-09-2020 6 5
12-09-2020 5 4
12-11-2020 5 5
23-11-2020 5 5
10-02-2021 6 6

14. Audit Committee:

The Audit Committee has been constituted and functions in accordance with theprovisions of Section 177 of the Companies Act 2013 ("Act") read with Companies(Meeting of Board and its Powers) Rules 2014. The Audit Committee met four (4) timesduring the financial year 202021 i.e. on 31/07/2020 12/09/2020 12/11/2020 and10/02/2021. The details of the Committee along with the details of the meetings held andattended by the members of the committee during the financial year 2020-21 are as under:

Sr. No Name of the Director

Meeting details

Held Attended
1 Mr. Ashok R Shetty (Chairman) 4 4
2 Mr. Kunjuri Murtyrao Satyanarayana 4 3
3 Mr. Popatlal Mukanchand Kathariya 4 4
4 Mr. Badrinath S Gandhi 4 4

Recommendation of Audit Committee to the Board of Directors

During the financial year 2020-21 the Board of Directors of the Company accepted allrecommendations put forth to it by the Audit Committee.

15. Nomination & Remuneration Committee:

The Company has constituted Nomination & Remuneration Committee which comprise ofindependent directors. The Members of the Committee are Mr. Ashok R ShettyMr.KunjuriMurtyrao Satyanarayana and Mr.Popatlal Mukanch and Kathariya. The quorum for theNomination and Remuneration Committee is three members. The Committee met twice during theyear i.e. on 12/11/2020 and 23/11/2020.

The details of attendance of the members of the committee at the meeting are givenbelow:

Sr. No Name of the Director

Meeting details

Held Attended
1 Mr. Ashok R Shetty (Chairman) 2 2
2 Mr. Kunjuri Murtyrao Satyanarayana 2 2
3 Mr. Popatlal Mukanchand Kathariya 2 2

16. Independent Director(s)

The Independent directors have submitted the declaration of independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 confirming that they meet thecriteria of independence provided in section 149 (6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors and a process ofevaluation was followed by the Board for its own performance and that of its Committeesand individual Directors.

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company.

17. Board Evaluation:

The Company has devised a policy for performance evaluation of the Board Committee andother individual directors (including independent Director) which include criteria forperformance evaluation of Executive and NonExecutive Directors. The Evaluation processinter alia considers the attendance of Directors at Board and committees meetingeffective participation domain knowledge compliance with code of conduct vision andstrategy.

The Board carried out annual performance evaluation of the Board CommitteesIndividual Directors and the Chairperson. The Chairman of the respective Committees sharedthe report on evaluation with the respective committee members. The performance of eachcommittee was evaluated by the Board based on the report one valuation received from therespective committee.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.

18. Appointment/Cessation of KMP:

Mr. R. V. Ravi Kumar Chairman and Managing Director Mr. Badrinath S Gandhi WholeTime Director Mrs. L. Bhuvaneshwari Chief Financial Officer and Mr. V. Rajkumar CompanySecretary and Compliance Officer are the Key Managerial Personnel of the Company. Duringthe year under review no person were appointed/ceased as Key Managerial personnel of theCompany.

19. Directors' Responsibility Statement:

Pursuant to the provisions of Section 134(3) of the Companies Act 2013 your Directorssubmit:

(i) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departure.

(ii) That the Director have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the currentyear as on 31st March 2021 and of the Profit or Loss of the Company for the year ended onthat date.

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(iv) That the Directors have prepared the Annual Accounts of the Company on a goingconcern basis.

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

(vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

20. Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance and Management Discussion and Analysis Reportis attached to this Directors' Report.

A Certificate from the Auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this Directors' Report.

21. Auditors:

Statutory Auditors

The statutory auditors of the Company M/s. Abhishek S Tiwari& Associates Thanewereappointed by the shareholders at the annual general meeting of the company held on23/12/2020 for a period of 5 financial years.

Following are the qualifications/adverse remarks made by the statutory auditor to whichBoard's reply is stated below:

Qualifications/Adverse Remarks

3.1 : Your attention is invited to note No. 5.1 'Adavance to suppliers of Rs. 2900.25Lakhs; which have been classified as 'Other Non-Current Assets'; the company has filedvarious cases against the parties and initiated action for recovery. Further 'Securitiesand Exchange Board of India' (SEBI) vide its Order dated 12-03-2019 directed the aboveparties to repay the amounts back to Company. We are unable to comment on reliability/recoverability of these debts and amount given and no provision for Expected Credit Lossas per Indian Accounting Standards (IND AS) for doubtful recovery of such amount isconsidered necessary by the company.

Reply of Board

The company has taken legal action and has also filed complaints against the partiesand the Merchant Bank Mr.Anil Agrawal. Further 'Securities and Exchange Board of India'(SEBI) vide its Order dated 12-03-2019 directed Anil Agarwal and others to Pay Rs. 33.83Crs back to the Company with Interest @ 12% pa w.e.f 01.04.2011.Anil Agarwal and othershave filed appeal before SAT. However the management expects to get back the amounts indue course. Hence no provision has been made for 'Expected Credit Losses' on theseamounts.

3.2. Your attention is invited to note No.3 Regarding 'Investment in Liquor IndiaLimited' and 'Advance received from 'Lemonade Shares & Securities Private Limited'(refer note no 17) which is considered as disputed and no adjustment for sale thereof havebeen incorporated in the financial statements by the Company. The sale agreement enteredinto with 'Lemonade Shares & Securities Private Limited' for sale of entireundertaking has been challenged and civil suit has been filed before IInd AdditionalDistrict Judge Ranga Reddy District L B Nagar Hyderabad with prayers inter-alia torescind the agreement as being void and restore the parties back to the position prior toMOU Dated 05-09-2012. The Company has also filed SLP in Supreme Court of India apart fromregistering various complaints with Police SEBI and Enforcement Directorate. Managementdoes not anticipate any liability on this account and accordingly the company has notprovided for diminution in value of Investments and not made provision for Expected CreditLoss in respect of Loan to 'Liquor India Limited' during the Financial Year 2020-21. Asthe matter is sub-judice we are unable to comment whether any adjustments are needed forthe recoverability of investments thereof. Accordingly impact on loss for the year andinvestments thereof if any is unascertainable.

Reply of Board

The matter is self-explanatory. Apart from the civil suit the company has also filedCompany Petition in NCLT and complaints with Police Authorities. The Supreme Court hasdirected the Investigating Agencies to take all actions according to law and CBCIDHyderabad has framed charge sheet against Mr. Anil Agarwal and others. The Legalproceedings are under-way. Company is confident of succeeding in the matter. Therefore noprovision has been made for 'Expected Credit Losses' on these amount.

3.3 Your attention is invited to note No.7 In the absence of relevant informationregarding fair value of investments in respect of investment in shares of 'S.V.Distilleries Private Limited' of Rs. 247.79 Lacs as on 31st March 2021; we are unable tocomment on whether any provision for diminution in value of investments thereof isnecessary.

Reply of Board

The finalization of Books of accounts of M/s S.V.Distilleries Private Limited is inprogress and the company shall submit the details and Books of Accounts at the earliest.

3.4 Your attention is invited to note No.8 regarding Confirmations not obtained as ofMarch 31 2021 in respect of certain financial assets such as Sundry Debtors SundryCreditors Tie-up Parties etc. and allowance for expected credit not recognized on thesefinancial assets even though indications of increase in credit risks were observed.Consequential impact on financial results is not ascertained by the Company.

Reply of Board

The Company has obtained confirmation of balance from most of the parties. Confirmationis yet to be received from certain parties. The Letter for confirmation to all concernedparties includes specific condition to confirm the balance within the stipulated timefailing which the balance will be treated as confirmed.

The Auditors Report for the financial year ended March 31 2021 is annexed herewith andis part of the Annual Report. The notes on financial statements referred to in theAuditors Report are self-explanatory and do not call for any further comments.

However your management assures you to clear all the statutory dues and keep anup-to-dated status within this FY2021-2022.

22. Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act Companies (Management andAdministration) Rules 2014 the Annual Return of the Company in Form MGT-7 has beenplaced on the Company's website http://www.ravikumardistilleries.com.

23. Particulars of Employees:

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement showing the name of the employees drawing remuneration in excess of the limitspecified in the Rules are not applicable on the Company as during the period no employeeof the Company was drawing salary in excess of the limits prescribed therein.

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 as amended from time totime applicable details are given in the attached statement marked as Annexure"A" to this Report.

24. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s.Uttam Shetty & Co. Company Secretaries inPractice having Membership Number F-8691 to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report for the year 2020-21 as issued by him in theprescribed Form MR-3 is marked as Annexure "B" to this Report.

Following are the qualifications/adverse remarks made by the secretarial auditor towhich Board's reply is stated below:

Qualifications/Adverse Remarks

1 Non-payment of Listing fees.

Reply of Board

Due to shortage of funds and cash crisis company could not pay the listing fee. Howevermanagement will take necessary steps to pay the same at the earliest.

2 Newspaper cutting of Advertisements made/sought to

be made for publishing notice of board meeting for approval of financial results forquarter and year ended 31st March 2020 not disclosed in the website of the company due tonon-publication as detailed in point no. 3(i) below.

Reply of Board

Company has been regular in publishing the notice of board in newspapers however dueto nationwide lockdown and closure of registered office on account of COVID-19 companycould not publish the notice of Board Meeting.

3 i) Notice of Board Meeting held on 31st July 2020 for approval of financial resultsfor quarter and year ended 31st March 2020 was not published in the newspapers.

ii) Financial results approved on 31st July 2020 for the above quarter were publishedin newspaper on 6th August 2020 instead of 2nd August 2020.

iii) For board meeting held on 12th November 2020 for considering financial resultsfor quarter and half year ended 30th September 2020 notice was given to stock exchange(s)on 03rd November 2020 but published in newspaper on 9th November 2020.

Reply of Board

i) Company has been regular in publishing the results in newspapers however due tonationwide lockdown and closure of registered office on account of COVID- 19 company couldnot publish the results in newspaper.

ii) Henceforth the Company shall ensure that results published on newspaper within thestipulated period.

iii) Henceforth the Company shall ensure that the notice of meeting published onnewspaper within the stipulated period.

4 Delay in circulation of Annual Report for the F. Y 20192020 to the members.

Reply of Board

Company shall ensure that the Annual Reports circulated to the members within thestipulated period.

25. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

M/s R.O. Pandey & Associates (FRN 134455W) Chartered Accountants Mumbai were theInternal Auditors for the FY 2020-21 and they have submitted their quarterly reports dulyto the Audit Committee.

M/s R.O. Pandey & Associates (FRN 134455W) A106 Jay Bharat Society Lalji PadaLink Road Kandivali West Mumbai-400067 have been reappointed as the Internal Auditorsof the Company for the FY2021-2022.

26. Insurance:

All the properties of the Company including buildings plant and machinery and stockshave been adequately insured.

27. Particulars as Required Under Section 134(3)(M) Of The Companies Act 2013 readwith the Companies (Accounts) Rules 2014:

Conservation of Energy Technology Absorption:

The particulars regarding the disclosure of the conservation of energy and technologyabsorption as required under section 134(3) (m) of the Companies act 2013 read with theCompanies (Accounts) Rules 2014 are given below:

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of someof the measures undertaken to optimize energy conservation are.

i. Installation of circuit breakers safely and easily operativeand accessible areprovided in each machinery/equipment resulting in reduction of idle run.

ii. Trip system in bottling lines easily and safely operative incase of lag / fault inany equipment / machinery across theline.

iii. Recycling of wash water resulting in conservation of waterand energy.

iv. Gravity Liquor flow system in all process areas resulting in lesser consumption ofenergy.

v. Installation of "Turbo Vent" for Natural ventilation systemin roofs of allbuildings.

vi. Installation of Transparent Poly Coat Sheets in the roof resulting in availabilityof natural light.

b) Statement of total energy consumption and energy consumption per unit are given asunder:

Sl.No. Power and Fuel 2020-21 2019-20
Consumption
1. Power including lighting
Units Consumed 20114 163161
Rate per Unit (in Rs.) 5.10 5.10
Amount paid (in Rs.) 102576.00 832120.00
2. Own generation by Diesel Generator
Diesel utilized Litres -- 2480
Unit per Litre of diesel oil generated -- 4.42

28. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports Initiatives taken to increase Exports Developmentsof new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The Company is looking out forExport Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil
Earned : Nil

29. Risk Management

During the financial year 2017-18 your Directors have constituted a Risk ManagementCommittee which has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's risk management framework; and (b) Overseeing thatall the risks that the organization faces such as strategic financial market liquiditylegal regulatory reputational and other risks have been identified and assessed andthere is an adequate risk management infrastructure in place capable of addressing thoserisks. A Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviourstogether form the Risk Management System (RMS) that governs how the company conducts thebusiness of the Company and manages associated risks.

The Company has introduced several improvements to Risk Management Internal ControlsManagement and Assurance Frameworks and processes to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andassurance activities.

30. Particulars of Loans Investments and Guarantees:

During the year under review Company has not provided any loans guarantees andinvestment covered under section 186 of the Companies Act 2013.

31 Particulars of Contracts or Arrangements made with related parties:

All transactions entered with Related Parties for the year under review were on arm'slength basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act

is not required. Further there are no material related party transactions during theyear under review with the Promoters Directors or Key Managerial personnel. All relatedparty transactions are mentioned in the notes to the accounts. The Company has developed aframework through Standard operating procedures for the purpose of identification andmonitoring of such Related Party Transactions. All Related party transactions are placedbefore the Audit Committee for approval. Omnibus approval was obtained on a yearly basisfor transactions which are of repetitive nature and a statement giving details of allRelated party transactions are placed before the Audit Committee and the Board for reviewand approval on a quarterly basis. The policy on Related party transactions as approved bythe Board of Directors has been uploaded on the website of the Company. Your Directorsdraw attention of the members to Note to the financial statement which sets out relatedparty disclosures.

32. SEXUAL HARASSMENT:

Your Company has constituted an Internal Complaint Committee as required under Section4 of Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act2013.There were no incidences of sexual harassment reported during the year under review.

33. Employee Relations:

The relations between the employees and management continued to be cordial during theyear.

34. Bonus Shares/Shares with Differential Voting Right/Stock Option:

The Company has neither issued any Bonus Share or Shares with differential votingrights nor granted any stock options/sweat equity shares.

35. Corporate Social Responsibility (CSR):

Your Company does not fall in any of the categories as provided under section 135 ofthe Companies Act 2013 and hence CSR rule is not applicable to the Company.

36. Vigil Mechanism / Whistle Blower Policy:

The Company has formulated and adopted a vigil mechanism for employees to reportgenuine concerns to the Chairman of the Audit Committee. The policy provides opportunitiesfor employees to access in good faith the Audit Committee if they observe unethical andimproper practices. The Whistle Blower policy of the Company is available in the websiteof the Company.

37. Transfer of amounts to Investor Education and Protection Fund:

There was no amount which was required to be transferred to Investor Education andProtection Fund during the financial year under review.

38. Maintenance of Cost Records & Cost Audit:

As per the Companies (Cost Records and Audit) Rules2014 the Company does not attractthe provisions of Section 148(1) of the Companies Act 2013 for maintenance of CostRecords and hence not subject to Cost Audit.

39. Legal case pertaining to the Company:

The following table is self-explanatory in presenting the legal status of the casesby/against the Company.

Sl.no Particulars Status as on 31.03.2021 Status as on 31.03.2020
1. SEBI - Investigation - RKDL's IPO funds swindling by Mr.Anil Agrawal Mr.Anil Agrawal has filed Appeal before SAT. The proceedings are in progress. SEBI has concluded the investigation and vide order no: WTM/GM/EFD /99/2018-19 dated 12-03-2019 has directed Mr. Anil Agrawal and his associates to return Rs.33.83 crore to the Company with 12% p.a interest w.e.f 01.04.2011.
Mr.Anil Agrawal has filed Appeal before SAT. The proceedings are in progress.
Mr. Anil Agrawal resigned from Directorship in Comfort Intech Ltd Comfort Fincap Ltd and Comfort Commotrade Ltd complying SEBI Order.
2. Hon'ble Supreme Court - Criminal Appeals in Special Leave Petitions in the matter of M/s. Liquors India Limited and IPO Funds. Same as in Col.4 Hon'ble Supreme Court has given direction that the Investigation shall proceed in the mattes and the Investigation Authorities shall be at liberty to take such steps as may be advised to them in accordance with the provision of law. Final disposal is pending.
3. Company Petition u/s 111A in the matter of M/s. Liquors India Limited Same as in Col.4 Proceedings in progress.
4. Civil Suit O.S. No: 103 of 2013 in the matter of M/s. Liquors India Limited. Same as in Col.4 Proceedings in progress.
5. FIR no: 248 of 2013 registered by Hyderabad Police against Mr. Anil Agrawal and others in the matter of M/s. Liquors India Limited & IPO Funds. Same as in Col.4 Hyderbad CBCID Police has filed the Charge Sheet against Mr.Anil Agrawal and others before the II Metropolitan Magistrate cum II Additional Junior Civil Judge Cyberabad L.B.Nagar Hyderabad.
6. Monetary Suit in the matter of RKDL's IPO swindled by Mr. Anil Agrawal & Others. Same as in Col.4 Proceedings in progress.
Recovery suit
- S/1144 of 2015 on Comfort Intech Limited
- S/74 of 2015 on Ranisati Dealer P Ltd
- COMS/107 of 2015 on Sukusama Trading & Investment P Ltd
- COMS/110 of 2015 on Gulistan Vanijya P Ltd
- COMS/337/2016 on Gaungour Suppliers P Ltd
- S/128 of 2015 on Vibhuti Multitrade P Ltd
7. Prevention of Money Laundering under PMLA 2002 - Enforcement Directorate. Same as in Col.4 Proceedings in progress.
8. Complaint against Mr. Anil Agrawal in ICAI under Other Misconduct u/s. 21 of CA Act 1949/2006. Same as in Col.4 ICAI in its preliminary report has found that Mr.Anil Agrawal is GUILTY of "Other Misconduct".
9. Company Petition u/s. 397 & 398 in NCLT Chennai filed by Comfort Intech Ltd against the Company. Same as in Col.4 Proceedings in progress.
10. FIR No. 45/2020 dated 24.06.2020 registered by The Excise Department Puducherry. Same as in Col.4 Under Investigation
11. FIR No. 145/2020 dated 24.06.2020 registered by CBCID Puducherry. Same as in Col.4 Stay granted by the Hon'ble High Court Chennai.
12. Investigation by SEBI under Sections 11 and 11B of SEBI Act 1992 and Regulations 32 of the SEBI (SAST) Regulations 2011. SEBI vide Order No. WTM/ GM / EFD-1/DRA-IV/67/2020- 21 dated 02.02.2021 disposed the Proceedings without any directions

Status / Actions subsequent to 31.03.2021:

Sl. No. Particulars Status
1 SEBI -Investigation - RKDL's IPO funds swindling by Mr.Anil Agrawal SAT hearing posted on 31.08.2021.
2. Company Petition u/s 111A in the matter of M/s.Liquors India Limited. Next date of hearing 15.09.2021.
3. FIR no:248 of 2013 registered by Hyderabad Police against Mr.Anil Agrawal and others in the matter of M/s.Liquors India Limited & IPO Funds Next date of hearing 31.08.2021.
4. Original Suit OS. No. 103 of 2013 in the matter of Liquors India Limited Next date of hearing posted on 31.08.2021.
5. ICAI Next date of hearing not listed.
6. Company Petition u/s.397& 398 in NCLT Chennai filed by Comfort Intech Ltd against the Company. Next date of hearing posted on 08.09.2021.
7. FIR No. 45/2020 dated 24.06.2020 registered by The Excise Department Puducherry. Hon'bleLeutenant Governor the Appellate Authority vide Order on 08.05.2021 has revoked the cancellation of Excise License and the company is in the process of recommencing operations.
8. FIR No. 145/2020 dated 24.06.2020 registered by CBCID Puducherry. Next date of hearing on 25.08.2021
9. ECIR/CE.20-II/22/2021/DD(SA) by Enforcement Directorate Enforcement Directorate (ED) Chennai has registered a case under PMLA 2002 (15 of 2003) against the Company based on the FIR No. 145/2020 dated 24.06.2020 registered by CBCID Puducherry.
The investigation by the ED Chennai is going on.

40. Listing of Shares with BSE Limited and NSE India Limited:

The Shares of the Company are listed on BSE Limited and NSE India Limited.

41. Share Capital

The Authorized Share Capital of the Company as on 31st March 2021 is Rs.250000000/- (Rupees Twenty-Five Crore only) divided into 25000000 Equity Shares ofRs.10/- each aggregating to Rs. 250000000/- (Rupees Twenty-Five Crore only).

There has been no change in the Equity Share Capital of the Company during thefinancial year 2020-21.

The Issued Subscribed and Paid-up capital of the Company as on 31st March 2021 is240000000/- (Rupees Twenty-Four Crore only) divided into 24000000 Equity Shares ofRs. 10/- each aggregating to Rs. 240000000/- (Rupees Twenty-Four Crore only).

42. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year along with their status as at the endof the financial year:

No application is made and no proceeding is pending under the Insolvency and BankruptcyCode 2016 during the financial year under review.

43. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof:

No one time settlement done with banks or financial institutions during the financialyear under review hence the above clause is not applicable to the company.

44. Adjudication/ Compounding:

During the period under review the following are the details of actions taken againstthe listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or byStock Exchanges (including under the Standard Operating Procedures issued by SEBI throughvarious circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issuedthereunder:

Sl.no. Action taken by Details of violation Details of action taken e.g. fines warning letter debarment etc. Observations/ remarks if any.
1. SEBI Violation made under following regulations: Sections 12A (a) (b) and (c) of the SEBI Act 1992 read with SEBI vide order dated 21st August 2020 levied penalty on the Company promoters and directors as under: As per the information provided by your Company as on 31st March 2021 Mr. Kunjuri Murtyrao Satyanarayana Mr. Popatlal
Regulations 3 (a) (b) (c) (d) 4(1) 4 (2) (f) and (k) of the (Prohibition i) Rs. 20000000 (Rs. Two crores only) imposed on company. Mukanchand Khataria Mr Ashok R Shetty and M/s. Ravikumar
of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations 2003 . ii) Rs. 3100000 (Rs. Thirty-One Lacs only) imposed on Promoter Mr. R.V. Ravikumar Properties Private Limited has paid their penalty amount and other notices including the Company sought extension from
Regulations 57(1) 60(4) (a) and 60 (7) (a) of the SEBI (Issue of Capital and Disclosure Requirements) iii) Ravi Kumar Properties Private Limited Rs 100000 (Rs. One Lac only). SEBI for paying penalty in installment.
Regulations 2009 and Clauses 2(IV)(H)(24); 2(VII)(G); 2(X)(A)(1)(h) and 2(X)(A)(3)(a); 2(X)(A)(5); and 2(XVI)(B)(2) of Part A of Schedule VIII read with Regulation 57 (2) (a) of the ICDR Regulations. iv) Rs 600000 (Rs. Six Lacs only) each on Promoter Mrs. R. Amirthavalli former director Mrs. S. Vijayalaxmi wholetime director Mr. Badrinath S Gandhi independent director Mr. Popatlal Mukanchand Khatariya independent director Mr. Kunjuri Murtyrao Satyanarayana and independent director Mr. Ashok R Shetty .
2. SEBI Violations made under Regulation 29(2) 31(1) and 31(2) of SEBI (SAST) Regulations 2011 Regulation 13(3) of SEBI (PIT) Regulations 2015 read with Regulations 12(2) of PIT Regulations 2015. SEBI vide order dated 28th December 2020 levied Monetary Penalty of Rs. 100000 (Rs. One Lac only) imposed on Mr. R V Ravikumar Chairman and Managing Director of the company. As per the information provided by your Company the penalty amount not paid till 31st March 2021.

During the year under review The Regional Director - Southern Region Chennai hascompounded various violations happened in the previous years under the Companies Act 2013as detailed below:

Sr. No Sections of Companies Act 2013 Oder Number with date
1 Sec. 134 (3)(a) of the CA 2013 CA No. 02/Sec.441/RD(SR)/2020-21/ 18.09.2020
2 Sec. 129(1) r/w Schedule III of the CA 2013 and The Regional Director dropped the allegation of violation of Section 185 of the Companies Act 2013 CA No. 03/Sec.441/RD(SR)/2020-21/ 14.09.2020
3 Sec. 125 r/w Rule 8 of the IEPF CA No. 04/Sec.441/RD(SR)/2020-21/ 17.09.2020
4 Sec. 129 (1) r/w Schedule III of the CA 2013 CA No. 05/Sec.441/RD(SR)/2020-21/ 14.09.2020
5 Sec. 129 (1) r/w Ind AS 19 of the CA 2013 CA No. 06/Sec.441/RD(SR)/2020-21/ 15.09.2020
6 Sec. 129 (1) r/w Ind AS 19 of the CA 2013 CA No. 07/Sec.441/RD (SR)/2020-21/ 26.10.2020
7 Sec. 134(3)(f)(ii) of the CA 2013 CA No. 08/Sec.441/RD (SR)/2020-21/ 18.09.2020
8 Sec. 134(3)(g) of the CA 2013 CA No. 09/Sec.441/RD (SR)/2020-21/ 18.09.2020
9 Sec. 139(1) of the CA 2013 CA No. 10/Sec.441/RD (SR)/2020-21/ 16.09.2020
10 Sec. 134(3)(i)(i) of the CA 2013 CA No. 11/Sec.441/RD (SR)/2020-21/ 18.09.2020

45. Other Disclosures:

a) There was no revision in the financial statements.

b) Your Company has complied with Secretarial Standards issued by ICSI.

46. Acknowledgement:

The Management is grateful to the Regulatory Authorities Shareholders Company'sBankers Financial Institutions Insurance Companies Investors Clients BusinessAssociates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operationactive involvement and dedication of the employees.

For and on behalf of the Board of Directors

Place: Puducherry R.V. Ravikumar Badrinath S Gandhi
Date : 12.08.2021 Managing Director Executive Director
DIN: 00336646 DIN:01960087

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