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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Associated Alcohols & Breweries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 36^th Annual Report together with the Financial Statements and Auditor''s Report of the Company for the financial year ended on 31^st March 2025.

1. FINANCIAL RESULTS

A summary of the company''s financial result for the financial year 2024-25 is as under:

PARTICULARS	FY 2024-25	('' in Lakhs) FY 2023-2024
Revenue from Operations	1,09,657.90	76,451.64
EBITDA (Net of Other Income)	12,809.10	7,672.63
Less: Interest	569.54	367.24
Profit before Depreciation	12,239.56	7,305.39
Less: Depreciation	1,744.06	1,440.39
Add: Other Income	469.60	963.79
Profit before Tax	10,965.10	6,828.79
Provision of Tax	2,818.88	1,766.49
Net Profit	8,146.22	5,062.30

2. FINANCIAL PERFORMANCE

Your company has demonstrated robust financial growth, with Net Revenue from Operations increasing by 43% year-over-year to '' 109657.90 Lakh. The company''s EBITDA rose 67% year-over-year to '' 12809.10 Lakh reflecting enhanced operational efficiency. Profit After Tax (PAT) reached '' 8146.22, Lakh marking a 61% year-over-year increase and expanding the PAT. Additionally, the Diluted Earnings Per Share (EPS) stood at '' 43.05, reflecting a growth of 54% year-over-year, underscoring the company''s strong financial performance and value creation for shareholders.

3. STATE OF AFFAIRS OF THE COMPANY

Associated Alcohols & Breweries Ltd. (AABL) plays a pivotal role in the Indian alcoholic beverage industry, serving as a primary supplier of high-quality Extra Neutral Alcohol (ENA) to leading Indian Made Foreign Liquor (IMFL) manufacturers and bottlers. The company has strategically directed a significant portion of its ENA production towards value-added products, resulting in a slight decrease in overall ENA volumes. AABL''s versatility is evident in its ability to produce ENA from a variety of feedstocks, ensuring a steady supply to meet diverse market demands. In a significant expansion of its operations, AABL commenced commercial production at its state-of-the-art 130 KLPD ethanol plant in Barwaha, Madhya Pradesh, with an investment of approximately '' 150 crore. This grain-based facility is equipped with advanced technology and a versatile boiler capable of utilizing various fuels, including coal, husk, and

briquettes, underscoring the company''s commitment to eco-friendly practices and operational efficiency.

Furthermore, AABL is capitalizing on favorable government initiatives, such as the Ethanol Blending with Petrol (EBP) program, to diversify its revenue streams and contribute to sustainable energy solutions.

4. SHARE CAPITAL

The paid-up equity share capital of the company as at March 31, 2025, stood at '' 1807.92 lakhs divided into 1,80,79,200 equity shares of '' 10/- each.

Preferential Allotment: During the year, the company proposed and thus allotted;

a) 9,00,000 warrants at price of '' 485/- each convertible into 9,00,000 equity shares of '' 10/-each at a premium of '' 475/- per share in one or more tranches within a period of 18 months from the date of allotment i.e. 28^th March 2024 on preferential basis to two promoters of the company of the company as per provisions of the SEBI (ICDR) Regulations, 2018 and the SEBI (LODR), Regulations, 2015.

b) 11,00,000 warrants at price of '' 679/- each convertible into 11,00,000 equity shares of '' 10/-each at a premium of '' 669/- per share in one or more tranches within a period of 18 months from the date of allotment i.e. 7^th October 2024 on preferential basis to two promoters of the company and two other persons/non-promoter of the company as per provisions of the SEBI (ICDR) Regulations, 2018 and the SEBI (LODR), Regulations, 2015.

These warrants are outstanding on the date of report.

5. DIVIDEND & RESERVES

Your directors have recommended dividend for approval of the members at the ensuing 36^th Annual General Meeting a dividend of 20% i.e. '' 2.00/- each (previous year 20% i.e. '' 2.00/- each) on 1,80,79,200 Equity Shares of face value of '' 10.00/- each the aggregate amount being '' 361.58 lakhs, payable to shareholders whose name appear in the Register of Members as on the Book Closure Date/Record Date. The company has not transferred any amount in the general reserve.

6. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the financial year ended on 31^st March 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended 31^st March, 2025. The Notes No. 3 & 4 to the Financial Statements adequately cover the accounting policy and form an integral part of this report.

7. ETHANOL DIVISION

A significant step towards diversifying our product portfolio, and a testament to our vision and commitment to innovation, the Ethanol Project / Plant has been completed, and commercial production has commenced at its state-of-the-art 130 KLPD ethanol plant in Barwaha, Madhya Pradesh, with an investment of approximately '' 150 crore. This grain-based facility is equipped with advanced technology and a versatile boiler capable of utilizing various fuels, including coal, husk, and briquettes, underscoring the company''s commitment to eco-friendly practices and operational efficiency.

8. CCI INVESTIGATION

As reported from time to time and that during last year the company had received an order from the CCl based on the investigation report of the DG submitted to the CCl alleging cartelisation in the supply of certain products.

The company has challenged the jurisdiction of the CCl on the aforesaid order before the Hon''ble Delhi High Court, the Hon''ble Court directed the Company to raise all its contentions before the CCI during the process.

Accordingly, the company has sought necessary clarification from CCl and is in the process of

submitting its responses as further sought in the order. The CCI in its last order dated 20.03.2024 has further order the DG to investigate the report, till date CCl has not raised any demand in this matter and the Company doesn''t perceive any unfavourable impact.

9. DIRECTORSâ RESPONSIBILITYSTATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) that in the preparation of the annual accounts, for the financial year ended the 31^st March, 2025, the applicable accounting standards read with the requirements set out under schedule III of the Act, have been followed and there is no material departure from the same the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31^stMarch, 2025 and of its profit for the year ended on that date.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

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

10. COMPOSITION OF BOARD

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Operational Committee. The following is the composition of the Board:

Name of Director	DIN	Designation / Category
Mr. Prasann Kumar	00738754	Managing
Kedia		Director

Name of Director	DIN	Designation / Category
Mr. Anshuman Kedia	07702629	Whole Time Director & CEO
Mr. Tushar Bhandari	03583114	Whole Time Director & CFO
Dr. Swaraj Kumar Puri	10522141	Independent Director
Mr. Debashis Das	08755043	Independent Director
Ms. Apurva Pradeep Joshi	06608172	Independent Director

Declaration of Independence

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors are the person of integrity and possesses relevant expertise and experience and also fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Director liable to retire by rotation seeking reappointment

In accordance with the provisions of section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Tushar Bhandari (DIN: 03583114), Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board has recommended his appointment for the consideration of the members at the forthcoming Annual General Meeting. Brief profile of Mr. Tushar Bhandari has been given in the Notice convening this Annual General Meeting.

Nomination and Remuneration Policy

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees can be viewed at the Company''s website at www.associatedalcohols.com.

Appointment, Completion of Term and Resignation of Director

There were no appointment and resignation of directors done during the period under review. However, first term of Ms. Apurva Pradeep Joshi (DIN: 06608172) is getting completed on 11^th September 2025. The Board of Director has proposed her reappointment for second term in the Board Meeting held on 26^th April 2025 subject to approval of the member in the ensuing 36^th Annual General Meeting of the company.

11. KEY MANAGERIAL PERSONNEL

During the period under review following are the Key Managerial Personnel of the company as on 31^stMarch 2025:

1. Mr. Prasann Kumar Kedia - Managing Director

2. Mr. Anshuman Kedia - Whole Time Director & CEO

3. Mr. Tushar Bhandari - Whole Time Director & CFO

4. Mr. Abhinav Mathur - Company Secretary Notes:

1. Mr. Anshuman Kedia has been redesignated as Whole Time Director & CEO w.e.f. 02^nd May, 2024).

2. Mr. Ankit Agrawal had been elevated to the post of Group CFO and resigned from the post of CFO of the Company w.e.f. 31^st August, 2024.

3. Mr. Tushar Bhandari has been appointed as Chief Financial Officer of the Company w.e.f. 24^th October, 2024.

4. Mr. Sumit Jaitley, Company Secretary of the Company resigned w.e.f. 31^st October, 2024 and

5. Mr. Abhinav Mathur has been appointed as the Company Secretary of the Company w.e.f. 24^th January, 2025.

12. MEETINGS

During the year Six (6) Board, Five (5) Audit Committee, Two (2) Stakeholders Relationship committee, Three (3) Nomination and Remuneration Committee, One (1) CSR Committee and Two (2) Risk Management Committee Meetings were convened and held. The details of the same is disclosed in Corporate Governance report.

13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

14. CORPORATE SOCIALRESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibilityâ (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the

company. The Committee has made expenditure which form part of this report.

Annual Report on CSR activities is annexed herewith as â''Annexure Aâ.

15. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report form part of this Annual Report.

16. CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Certificate thereon are included as part of the Annual Report

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provision of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel.

All related party transactions are placed before the Audit Committee as also the Board of Directors for approval. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature. The details of the related party transaction are disclosed in Note no. 43 of the Financial Statements.

18. RISK MANAGEMENT

The Company in accordance with the provisions of the Companies Act, 2013 has adopted a Risk Management Policy. The Company has constituted a Risk Management Committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This ensures identification and mitigation therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company''s system of financial and compliance controls with reference to the financial statements is embedded in the business process by which the Company pursues its objectives.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

20. AUDITORS

M/s Singhi & Co., Chartered Accountants, Kolkata (FRN: 302049E) are the Statutory Auditors of the Company to hold office till the conclusion of 38^thAnnual General Meeting of the Company to be held in the year 2027.

The Report given by the Auditors on the financial statement of the company forms part of this Report and are self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

21. SECRETARIAL AUDIT

The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for a period of five years from FY 2025-26 to FY 2029-30 subject to the approval of shareholders of the Company in the ensuing Annual General Meeting.

The Secretarial Audit report for the Financial Year ended 31^st March, 2025 is annexed herewith as âAnnexure Bâ and forms part of this report. The report is self-explanatory and do not call for any comments except the secretarial auditor has reported about the fines which was paid during the year under review to Stock Exchanges for non-compliance of regulation 19 (1) & (2), 20 (2) & 20A and 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which was occurred due to different views of interpretation of relevant regulations by the stock exchanges and the company.

22. COST AUDIT

The Board on the recommendation of the Audit Committee has appointed M/s M.P. Turakhia & Associates (Practicing Cost Accountant), Indore as the Cost Auditor of the Company for the financial year 2025-26. In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on 31^st March, 2025 is available on the Company''s website on https://associatedalcohols.com/investor-contact/

24.SECRETARIAL STANDARD

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India as mandated under Section 118(10) of the Companies Act, 2013.

25. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as âAnnexure Câ and forms part of this report.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuant to Section 186 of the Companies Act, 2013 are given in Note no. 50 to the financial statements.

27. SUBSIDIARY COMPANY:

Statement containing the salient features of Financial Statement of subsidiary i.e. Associated Alcohols & Breweries (Awadh) Limited pursuant to provisions of section 129(3) in form AOC-1 annexed herewith as âAnnexure Dâ and forms part of this report.

The Company has neither associate companies nor joint ventures during the period under review.

28. DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ No instances of fraud reported by auditor under Section 143(12) of the Companies Act, 2013.

â¢ There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

â¢ During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

â¢ The company did not undergo any change in the nature of its business during the financial year.

â¢ Details of deposits covered under Chapter V of the Act.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as âAnnexure Eâ and forms part of this report.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the company.

32.INTERNAL COMPLAINTS

COMMITTEE

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed or reported pursuant to the said act during the year under review.

33.TRANSFER OF SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

transferred by the Company to the Investor Education and Protection Fund ("IEPFâ or "Fundâ) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company had advertised a notice in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2014-15, FY 2015-16 & 2016-17.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the company or the Company''s RTA for issue of Entitlement Letter along with all the required documents, after making an application to the IEPF Authority in Form IEPF - 5 (available on http://www. iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

The Company will be transferring such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2017-18 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.

The unpaid or unclaimed dividend amount of '' 8,07,260/- related to financial year 2016-17 which was required to be transfer to IEPF has been transferred on 28^th October 2024.

34. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company and date of this report.

35. WEB-LINK FOR DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report is also uploaded on the website of the Company and is available on the Company''s website on https://www.associatedalcohols.com/policies/.

36. PROSPECTS/OUTLOOK

The details about the prospects / outlook of your company are provided under the Management Discussion and Analysis forming part of this report.

37. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

Mar 31, 2024

Your Directors have pleasure in presenting their 35^th Annual Report together with the Financial Statements and Auditor''s Report of the Company for the financial year ended on 31^st March, 2024.

1. Financial Results

A summary of the company''s financial result for the financial year 2023-24 is as under:

('' in Lakhs)

PARTICULARS	2023-2024	2022-2023
Revenue from Operations	76,451.64	70,276.88
EBITDA (Net of Other Income)	7,672.63	6,237.44
Less: Interest	367.24	141.93
Profit before Depreciation	7,305.39	6,095.51
Less: Depreciation	1,440.39	1,438.87
Add: Other Income	963.79	891.50
Profit Before Tax	6,828.79	5,548.14
Provision of Tax	1,766.49	1,392.54
Net Profit	5,062.30	4,155.60

2. FINANCIAL PERFORMANCE

Your company has achieved record revenues of '' 76451.64 lakhs, demonstrating a growth rate of 8.78%. However, the company has reported the growth in volume and revenue across all its value-added product portfolios except IMIL. During the year, the IMIL (Indian Made Indian Liquor) revenue was '' 19,150.72 lakhs as against '' 24,010 lakhs in previous year on account of change in state government policies putting maximum cap for allocation. The IMFL (Indian Made Foreign Liquor) proprietary & licensed brand portfolio reported a combined revenue of '' 32,804.59 lakhs as against '' 30,510 lakhs, experiencing a moderate growth.

In the last quarter, the company commenced the Ethanol Plant, having the capacity of 130 KLPD grain-based facility with the capability to process various feedstocks. The plant is equipped with advanced technology along with ultra modern boiler with captive power plant and a commitment to eco-friendly practices, representing a major milestone in AABL''s dedication to providing clean energy solutions.

Your company reported 10% EBITDA and a 7% profit after tax in FY 24.

3. AMALGAMATION WITH AND INTO MOUNT EVEREST BREWERIES LIMITED

The Board of Directors in its meeting held on 10^thAugust, 2023, looking to inordinate delay in initial approval process upon post extensive discussions, deliberations, and considering the present business scenario, has decided to withdraw the Scheme of Arrangement ("SOAâ) for the amalgamation of the company with Mount Everest Breweries Limited (MEBL).The company''s strategic trajectory and growth prospects remain steadfast, unaffected by the above mentioned action.

4. SHARE CAPITAL

The paid-up equity share capital of the company as at March 31, 2024 stood at '' 1,807.92 lakhs divided into 1,80,79,200 equity shares of '' 10/- each.

- Preferential Allotment : During the year, the company proposed and thus allotted 9,00,000 warrants at price of '' 485/- each convertible into 9,00,000 lakhs equity shares of '' 10/- each at a premium of '' 475/- per share in one or more tranches within a period of 18 months from the date of allotment i.e 28^th March 2024 on preferential basis to two promoters of the company of the company as per provisions of the SEBI (ICDR) Regulations, 2018 and the SEBI (LODR), Regulations 2015

- These warrants are outstanding on the date of report.

5. DIVIDEND & RESERVES

Your directors have recommended dividend for approval of the members at the ensuing 35^th Annual General Meeting a dividend of 20% i.e. '' 2.00/- each (previous year 10% i.e. '' 1.00/- each) on 18079200 Equity Shares of face value of '' 10/- each the aggregate amount being '' 361.58 lakhs, payable to shareholders whose name appear in the Register of Members as on the Book Closure Date/Record Date.

6. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis,

so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March, 2024. The Notes No. 2, 3 & 4 to the Financial Statements adequately cover the accounting policy and form an integral part of this report.

7. ETHANOL PROJECT

A significant step towards diversifying our product portfolio, and a testament to our vision and commitment to innovation, the Ethanol Project / Plant has been completed and commercial production has commenced from January 2024. The state-of-the-art production facilities and the company''s strategic location puts the company ahead and in advantageous position.

8. CCI INVESTIGATION

As reported from time to time and that during the year the company had received an order from the CCl based on the investigation report of the DG submitted to the CCl alleging cartelisation in the supply of certain products.

The company has challenged the the jurisdiction of the CCl on the aforesaid order before the Hon''ble Delhi High Court, the Hon''ble Court directed the Company to raise all its contentions before the CCI during the process.

Accordingly, the company has sought necessary clarification from CCl and is in the process of submitting its responses as further sought in the order. The CCI in its last order dated 20.03.2024 has further order the DG to investigate the report, till date CCl has not raised any demand in this matter and the Company doesn''t perceive any unfavorable impact.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) that in the preparation of the annual accounts, for the year ended the 31^st March, 2024, the applicable accounting standards read with the requirements set out under schedule III of the Act, have been followed and there is no material departure form the same the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31^stMarch, 2024 and of its profit for the year ended on that date.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

10. COMPOSITION OF BOARD Directors & KMP

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Mr. Prasann Kumar Kedia Managing Director (DIN:00738754), Mr Anshuman Kedia Whole Time Director (DIN:07702629), Tushar Bhandari (DIN: 03583114) Whole Time Director of the company, the company has appointed adequate Key Managerial Personnel''s as per requirements of Section 203 of the Companies Act, 2013.

Declaration of Independence

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Director liable to retire by rotation seeking reappointment

In accordance with the provisions of section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Anshuman Kedia, (DIN: 07702629) Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board has recommended his appointment for the consideration of the members at the forthcoming AGM. Brief profile of Mr. Anshuman Kedia, has been given in the Notice convening this AGM.

Appointment, Completion of Term and Resignation of Director

Mr. Sanjay Kumar Tibrewal (DIN: 00737877) has resigned from the post of Whole Time Director w.e.f. 08^th May, 2023.

Ms. Homai A Daruwalla (DIN: 00365880) term as an Independent Director has been completed on 15^th May, 2023 from closure of business hours.

Dr. Swaraj Kumar Puri (DIN: 10522141) has been appointed as additional Director on 26^th February, 2024 and confirmed in the Extra Ordinary General Meeting held on 23^rd March, 2024.

Mr. Nitin Tibrewal (DIN: 01892892) term as an Independent Director has been completed on 31^st March, 2024 from the closure of business hours.

11. KEY MANAGERIAL PERSONNEL

During the period under review following are the Key Managerial Personnel of the company as on 31^stMarch, 2024:

1. Mr. Prasann Kumar Kedia - Managing Director

2. Mr Anshuman Kedia - Whole Time Director (has been redesignated as Whole Time Director & CEO w.e.f. 02^nd May, 2024).

3. Mr. Tushar Bhandari - Whole Time Director

4. Mr. Ankit Agrawal - Chief Financial Officer

5. Mr. Sumit Jaitely - Company Secretary

12. MEETING

During the year Eight (8) Board, Five (5) Audit Committee, Three (3) Stakeholders Relationship committee, Two (2) Nomination and Remuneration Committee, Four (4) CSR Committee Meetings and Two (2) Risk Management Committee Meetings were convened and held. The details of the same is disclosed in Corporate Governance report.

13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibilityâ (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. The Committee has made expenditure which form part of this report.

Annual Report on CSR activities is annexed herewith as "Annexure Bâ.

15. CORPORATE GOVERNANCE

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provision of section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel.

All related party transactions are places before the Audit Committee as also the Board of Directors for approval. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature. The details of the related party transaction are disclosed in Notes No. 43 of the Financial Statements.

17. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company''s system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

Management is responsible for establishing

and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations.

18. AUDITORS

M/s Singhi & Co., Chartered Accountants, Kolkata (FRN: 302049E) were re-appointed as Statutory Auditors of your company at the 33^rd Annual General Meeting held on 05^th August, 2022, for the second term of 5 (five) consecutive years to hold office till the conclusion of 38^th Annual General Meeting of the Company to be held in the year 2027.

19. SECRETARIAL AUDIT

The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for the financial year 2023-24. The Secretarial Audit report for the Financial Year ended 31^st March, 2024 is annexed herewith as "Annexure Câ and forms part of this report. The report is self-explanatory and do not call for any comments.

Further, the Board has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata as Secretarial Auditor for the financial year 2024-25.

20. COST AUDIT

The Cost Audit was not applicable for the financial year 2023-24.

The Board on the recommendation of the Audit Committee has appointed M/s M.P. Turakhia & Associates Cost Accountant as the Cost Auditor for the financial year 2024-25.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31^st March, 2024 is available on the Company''s website on https://associatedalcohols.com/investor-contact/

22.SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes No. 50 the financial statements.

25.SUBSIDIARY COMPANY: Associated Alcohols & Breweries (Awadh) Limited

During the year, the Company has incorporated a wholly-owned subsidiary, "Associated Alcohols and Breweries (Awadh) Limitedâ ("AABL Awadhâ), on 23^rdFebruary, 2024 to establish a bottling cum distillery unit in the state Uttar Pradesh. The initial investment and certificate of commencement of business by the AABL Awadh has been obtained after 31^st March, 2024.

Hence, the board is of the view that requirement for the consolidation of accounts is not applicable for the financial year ended 31^st March, 2024.

Statement containing the salient features of Financial Statement of subsidiary pursuant to provisions of section 129(3) in form AOC-1 annexed herewith as âAnnexure Fâ and forms part of this report.

The Company did not have any Associate Company or Joint Venture.

26. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

â¢ No instances of fraud reported by auditor under section 143(12) of the Companies Act, 2013.

â¢ There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016

â¢ During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

â¢ The company did not undergo any change in the nature of its business during the financial year.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

30.INTERNAL COMPLAINTS COMMITTEE

As per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has constituted Internal Complaints Committee (ICC) as per the requirements.

31. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPFâ or "Fundâ) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the company or the Company''s RTA for issue of Entitlement Letter along with all the required documents, after making an application to the IEPF Authority in Form IEPF - 5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

The Company will be transferring such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2016-17 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.

The amount of '' 4.26 lakhs related to financial year 2015-16 which was required to be transfer to IEPF on 20^th November, 2023 was transfer on 18^th January, 2024. This delay is on account of procedural issues.

32. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company and date of this report.

33. WEB-LINK FOR DIVIDEND DISTRIBUTION POLICY

34. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Particulars	FY 2023-24	FY 2022-23
Debtor Turn Over Cycle	13 Days	67 Days
Inventory Turnover Cycle	45 Days	35 Days
Interest Coverage Ratio	24	50
Current Ratio	1.75	2.48
Debt Equity Ratio	0.25	0.26
Operating Profit Margin	11%	10%
Net Profit Margin	7%	6%
Return on Equity	13%	12%

35. Prospects/Outlook

The details about the prospects / outlook of your company are provided under the Management Discussion and Analysis forming part of this report.

36. ACKNOWLEDGEMENT

FOR AND ON BEHALF OF THE BOARD

Prasann Kumar Kedia Anshuman Kedia

Managing Director Whole Time Director

DIN: 00738754 DIN: 07702629

Place: Indore Date: 02 May 2024

Mar 31, 2023

Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the financial year ended on 31st March, 2023.

1. FINANCIAL RESULTS

A summary of the company''s financial result year 2022-23 is as under:

P A R T I C U L A R S	2022-2023	2021-2022
Revenue from Operations	70,276.88	51,422.45
EBITDA (Net of Other Income)	6,237.44	8,220.98
Less: Interest	141.93	93.18
Profit before Depreciation	6,095.51	8,127.80
Less: Depreciation	1,438.87	1,427.56
Profit / (Loss) before Tax	4,656.64	6,700.24
Provision of Tax	1,392.54	2,035.68
Net Profit/Loss	3,264.41	4,664.56

2. FINANCIAL PERFORMANCE

Your company has achieved record revenues of C703 crore, demonstrating an impressive growth rate of 37%. Notably, the company has reported high double-digit growth in volume and revenue across all its value-added product portfolios. The IMIL (Indian Made Indian Liquor) portfolio recorded revenue of C240 crores, with a phenomenal growth rate of 51%. The IMFL (Indian Made Foreign Liquor) proprietary brand portfolio reported revenue of C107 crores, experiencing an outstanding growth rate of 66%. Furthermore, the IMFL licensed brand portfolio achieved C198 crores in revenue, showcasing an exceptional growth rate of 83%. These remarkable numbers are a testament to the effectiveness of the business model and the company''s commitment to enhancing revenues through progressive capacity expansion and utilization.

Your company reported a 7% decline in EBITDA and a 6% decline in its profit after tax in FY 23. This decline is mainly on account of an unprecedented increase in the price of Grain, Coal, and Glass bottles. The cost per tonne of grain has experienced an average increase from C16,700 in FY 22 to C19,300 in FY 23. Coal prices have also risen from C7,400 to C10,600, and glass bottle costs have climbed from C4.50 to C6.00. These fluctuations have combined impacted our EBITDA, reducing it by approximately 9%. However, the implementation of operational improvements and cost optimization measures has helped partially mitigate the effects of these price increases. Without these timely and effective measures, the erosion of our EBITDA would have been more significant.

3. AMALGAMATION WITH AND INTO MOUNT EVEREST BREWERIES LIMITED

With the object to create a unique alco-beverage supermarket the Board of Directors in its meeting held on 09th August, 2022 has considered and approved the scheme of Amalgamation with and into Mount Everest Breweries Limited, with the proposed merger the company will transform from B2B company to B2C company With inclusion of MEBL, a well-established company in the beer industry, the merged entity is expected to be able to better compete with the global players.

The merger of AABL with and into MEBL will enable consolidation of the business and operations of AABL into MEBL, which complement the business of AABL and which will provide substantial impetus to growth, reduce operational costs, increase operational efficiencies, manage working capital and enable optimal utilization of various resources as a result of pooling of financial, managerial and technical resources of both the companies, thereby significantly contributing to business efficiency, future growth and maximizing shareholder value.

The BSE (through SEBI) in it mail dated 01.03.2023 has sought certain clarification and to reconsider the valuation exercise, the company has submitted the fresh valuation report as approved by the Board in its meeting held on 15.04.2023, the current status of the merger is the same is pending with BSE/NSE as on the date of this report.

4. SHARE CAPITAL

The paid-up equity share capital of the company as at 31st March, 2023 stood at C 1807.92 lakhs divided into 18079200 equity shares of C 10/- each.

5. DIVIDEND & RESERVES

Your directors have pleasure in recommending dividend for approval of the members at the ensuing 34th Annual General Meeting a dividend of 10% i.e. C1.00/- each (previous year 10% i.e. C 1.00/- each) on 18079200 Equity Shares of face value of C 10/- each the aggregate amount being C 180.79 lakhs, payable to shareholders whose name appear in the Register of Members as on the Book Closure Date/Record Date.

During the year under review C 100 lakhs was transferred to General Reserve from retained earnings.

6. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2023 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31st March, 2023. The Notes No. 2, 3 & 4 to the Financial Statements adequately cover the accounting policy and form an integral part of this report.

7. ETHANOL PROJECT

We are thrilled to announce that our long-anticipated ethanol project is on the verge of completion, marking a major milestone for our company. After meticulous planning, dedication, and investment, we are proud to share that commercial production is expected to commence by August 2023. This venture represents a significant step towards diversifying our product portfolio and tapping into the expanding market for ethanol.

The completion of our ethanol project brings forth a multitude of opportunities. Ethanol, as a clean and renewable fuel source, is experiencing rising demand due to its environmental benefits and government mandates. By entering the ethanol market, we are not only contributing to sustainable energy solutions but also capitalizing on a lucrative sector poised for substantial growth. With our state-of-the-art production facilities and commitment to quality, we are confident in our ability to deliver a superior product that meets the stringent industry standards.

The commercial production of ethanol is a testament to our vision and commitment to innovation. This project positions us at the forefront of the industry, enabling us to seize market opportunities and enhance our competitiveness. We look forward to the imminent launch of commercial production, as it marks a significant milestone in our company''s journey and sets the stage for a successful foray into the ethanol market.

8. CCI INVESTIGATION

The officer of the Director General, Competition Commission of India has conducted a state wide investigation on the leading distilers of the state of Madhya Pradesh. As part of this investigation, a visit was made to the corporate office premises of the company on October 27, 2021.

During the investigation, the company officials extended their full cooperation and furnished all the necessary explanations and information requested by the CCI. The company has provided all the information as require by CCI from time to time.

However, it is mentioned that the company has not heard from the CCI following the submission of the requested information. The company remains prepared to provide any additional information or explanations as and when required by the CCI.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) that in the preparation of the annual accounts, for the year ended the 31st March, 2023, the applicable accounting standards read with the requirements set out under schedule III of the Act, have been followed and there is no material departure form the same the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2023 and of its profit for the year ended on that date.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

10. COMPOSITION OF BOARD

Directors & KMP

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring

that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Mr. Tushar Bhandari (DIN: 03583114) and Mr. Sanjay Kumar Tibrewal (DIN 00737877) are the Whole Time Directors of the company, the company has appointed adequate Key Managerial Personnel''s as per requirements of Section 203 of the Companies Act, 2013.

Declaration of Independence

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

Director liable to retire by rotation seeking reappointment

In accordance with the provisions of section 152 of the Companies Act, 2013 and Company''s Articles of Association, Mr. Tushar Bhandari, (DIN: 03583114) Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board has recommended his appointment for the consideration of the members at the forthcoming AGM. Brief profile of Mr. Tushar Bhandari, has been given in the Notice convening this AGM.

Change in Designation of Director

The Designation of Mr. Debashis Das (DIN: 08755043) has been changed as Non-executive Independent Director from Non-executive Non-Independent by the Board of Directors w.e.f. 08th May, 2023 subject to the confirmation of members/ shareholder at the ensuing Annual General Meeting.

11. KEY MANAGERIAL PERSONNEL

During the period under review following are the Key Managerial Personnel of the company as on 31st March, 2023:

1. Mr. Tushar Bhandari - Whole Time Director

2. Mr. Sanjay Kumar Tibrewal - Whole Time Director

3. Mr. Ankit Agrawal - Chief Financial Officer

4. Mr. Sumit Jaitely - Company Secretary

Note:

Mr. Prasann Kumar Kedia has been appointed as an Additional Director w.e.f. 08th May, 2023 to be termed as Managing Director of the company after confirmation

of members/shareholder at the ensuing Annual General Meeting.

Mr. Anshuman Kedia has been appointed as an Additional Director w.e.f. 08th May, 2023 to be termed as Whole Time Director of the company after confirmation of members/ shareholder at the ensuing Annual General Meeting.

Mr. Sanjay Kumar Tibrewal has been appointed as Chief Financial Officer designated as Whole Time Director & CFO w.e.f. 25.05.2022 who has resigned from the post of Chief Financial Officer w.e.f. 12th November, 2022 and he resigned from the post of Whole Time Director w.e.f. 08th May, 2023 as well.

Mr. Ankit Agrawal has been appointed as Chief Financial Officer w.e.f. 12th November, 2022.

12. MEETING

During the year Seven (10) Board, Six (6) Audit Committee, Three (3) Stakeholders Relationship committee, Two (2) Nomination & Remuneration Committee, Three (3) CSR Committee Meetings and Three (3) Risk Management Committee Meetings were convened and held.

13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. The Committee has made expenditure which form part of this report.

Annual Report on CSR activities is annexed herewith as:

"Annexure B".

15. CORPORATE GOVERNANCE

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provision of

section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel

17 RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

18. AUDITORS

M/s Singhi & Co., Chartered Accountants, Kolkata FRN (302049E) were re-appointed as Statutory Auditors of your company at the 33rd Annual General Meeting held on 05th August, 2022, for the second term of 5 (five) consecutive years to hold office till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Report given by the Auditors on the financial statement of the company forms part of this Report and are selfexplanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

19. SECRETARIAL / COST AUDIT

The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for the financial year 2022-23. The Secretarial Audit report for the Financial Year ended 31st March, 2023 is annexed herewith as "Annexure C" and forms part of this report. The report is self-explanatory and do not call for any comments.

Further, the Board has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata as Secretarial Auditor for the financial year 2023-24.

Cost Audit

The Company is not covered by the requirement of maintenance of cost records, as specified under subsection (1) of section 148 of the Companies Act, 2013.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company''s website on https://associatedalcohols. com/investor-contact/.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes No 61 to the financial statements.

23. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

24. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

â¢ No instances of fraud reported by auditor under 143(12) of the Companies Act, 2013.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

27. INTERNAL COMPLAINTS COMMITTEE

28. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply

for a refund by approaching the company or the Company/ RTA for issue of Entitlement Letter along with all the required documents, before making an application to the IEPF Authority in Form IEPF - 5 (available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPF Authority from time to time.

The Company will be transferring such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2015-16 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.

29. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR

No material changes and commitments which could affect your company''s financial position have occurred between the end of the financial year of your company and date of this report.

30. WEB-LINK FOR DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report and is also uploaded on the website of the Company at is available on the Company''s website on https://associatedalcohols.com/ policies/.

31. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Particulars	FY 2022-23	FY 2021-22
Debtor Turn Over Cycle	9 Days	16 Days
Inventory Turnover Cycle	43 Days	46 Days
Interest Coverage Ratio	50	103
Current Ratio	2.48	2.44
Debt Equity Ratio	0.21	0.01
Operating Profit Margin	10%	19%
Net Profit Margin	6%	12%
Return on Equity	15%	19%

32. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

Tushar Bhandari Nitin Tibrewal

Whole Time Director Independent Director

DIN:03583114 DIN:01892892

Place: Indore Date: 08th May, 2023

Mar 31, 2018

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31st March 2018.

1. FINANCIAL RESULTS

A summary of the company''s financial result year 2017-18 is as under:

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars	2017-2018 \|	2016-2017*
Gross Revenue from Operations	32523.99	29106.74
Profit/(Loss) before Interest, Depreciation & Tax	5456.99	4224.98
Less: Interest	382.88	410.24
Profit before Depreciation	5074.11	3814.74
Less: Depreciation	1131.71	1094.72
Profit / (Loss) before Tax	3942.40	2720.02
Provision of Tax	1423.48	1028.78
Net Profit/Loss	2518.92	1691.24

*The figures are restated as per Incl-AS

2. FINANCIAL PERFORMANCE

Your Company reported a top line growth of 12% over the previous year and has achieved a turnover of Rs.32523.99 lakhs in the current year against Rs.29106.74 lakhs in the previous year, the increase in revenue can be majorly attributed to the IMFL sales on account of franchise arrangements with Diageo-USL brands.

Earnings Before Interest Depreciation & Tax (EBIDTA) for the year stood at Rs.5456.99 lakhs, an increase of 29% from Rs.4224.98 lakhs in the previous year. Operating Profit before tax (PBT) stood at Rs.3942.4 lakhs an increase on 45% from Rs.2720.02 lakhs in the previous year & the net profit for the year was Rs.2518.92 lakhs as against Rs.1691.24 lakhs an increase of about 49% from the previous year.

The company has achieved better economies of scale in Power and Fuel and saved substantial cost when compared on year on year basis

There has been a substantial increase in the other expenses which is because of fixed royalty paid to Diageo-USL for franchise agreement, substantial hike in bottling fees, franchise duty other state excise levy of MP State Excise on IMFL production (franchise brands), further on account of provisions of contingent liabilities with certain estimates and write offs made in the Q4 2017-18, and also on account of increase Brand marketing overheads on IMFL.

The company continues to retain and reinforce its market leadership in the allocated segments in which it operates. There are no material changes or commitments affecting the financial position of the company, which have occurred between the end of the financial year and the date of this report.

3. SHARE CAPITAL

The paid-up equity share capital of the company as at March 31, 2018 stood at Rs.1807.92 iakhs divided into 18079200 equity shares of Rs.10/- each.

4. DIVIDEND & RESERVES

Your directors have pleasure in recommending dividend for approval of the members at the Annual General Meeting a dividend of 10% i.e Rs.1.00/- each (previous year 10% i.e. Rs.1.00/- each) on 18079200 Equity Shares of face value of Rs.10/- each the aggregate amount being Rs.180.79 lakhs.

During the year under review Rs.100 lakhs was transferred to General Reserve from retained earnings.

5. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018

6. USL - DIAGEO FRANCHISE AGREEMENT

The company has backed the USL-Diageo Franchise Agreement from May 2017 manufacture and market its popular range brands for the state of Madhya Pradesh (MP). With the franchise agreement the company became one of the strongest IMFL player in the Central Region, the company was doing the job work of these popular brands earlier but post arrangements the brands are now distilled, manufactured and marketed by the company in the state of MP.

The market leader Diageo as part of its strategy where they believe the local partners can maximize the value they have started appointing franchises and as a result we being the loyal trusted partner been entrusted with the franchise agreement.

7. EXPANSION PROJECT

The company''s much awaited capacity expansion project of the first phase of expansion is on the verge of completion and the existing capacity will be increased from 31.4 Million Bulk Liters per annum to 45 Million Bulk Liters per annum. As the company has been operating at optimum capacity from the last 3 years the additional capacity will increase the market base of the products of the company. The second phase of capacity expansion from 45 Million Bulk Liters to 90 Million Bulk Liters will be commencing upon the stabilization of the production in due course.

8. AWARDS & ACCOLADES

The company product ''Titanium'' Vodka has been awarded as the Best Popular Vodka (Silver) at Indspirit 2018 awards at New Delhi

9. VAT/GST ON RECTIFIED SPIRIT

The industry is in the dilemma awaiting clarification from the state authority and central authority on levy of GST or VAT on the sale of Extra Neutral Alcohol (ENA)/ Rectified Spirit.

In absence of any clarity in respect to levy of Goods & Service Tax (GST) on sale of Rectified spirit (RS) & Extra Neutral Alcohol (ENA), the company continued to collect Value Added Tax (VAT) and Central Sales Tax (CST) for intra state and interstate respectively on sale of these products w.e.f. 01st July 2017. Pending clarification, VAT collected during the year (from 01st July 2017 to 31st March 2018) on sales of RS & ENA amounting to Rs.197.23 lakhs have been withheld by the company and would be deposited upon receipt of necessary clarification.

The company has approached Commissioner and other senior officers at state and is awaiting clarification on the issue from same.

However, if GST is levied on Extra Neutral Alcohol/Rectified Spirit, the manufacturing company''s like us will be in an advantageous position.

10.INCOME TAX SEARCH

The Income Tax Search was carried out in the premises of the company in November, 2017, the company has provided full cooperation to the department and has furnished all explanation, information and clarification required by them and assured for further cooperation.

At AABL we follow ethical and legal standards of the highest order in all our activities and have robust institutional measures to monitor as well as implement corporate governance of the highest standards as evident from the fact that the company is having the best ERP integrated system and software in place and also a team of vibrant professionals.

We further state that the senior management is hopeful that there are no chances of any information which can be considered to have material impact or implication on the financials of AABL.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2015 the Directors confirm that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 51st March, 2018 and of its profit for the year ended on that date.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

12.COMPOSITION OF BOARD

In accordance with the provisions of section 152 of the Companies Act, 2015 and Company''s Articles of Association, Mr. Manish Kumar Tibrewal, Director retires by rotation at the forthcoming Annual General Meeting.

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

13. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub section (7) of section 149 of the Companies Act, 2015.

14. KEY MANAGERIAL PERSONNEL

During the period under review Mrs. Dishita Tibrewal has tender her resignation as director on 26.05.2017, Mr. Sanjay Kumar Tibrewal was appointed as the Chief Financial Officer of the company on 26.05.2017

The following are the Key Managerial Personnel of the company

1. Mr. Tushar Bhandari- Whole Time Director

2. Mr. Sanjay Kumar Tibrewal - Chief Financial Officer

5. Mr. Sumit Jaitely - Company Secretary

15. MEETING

During theyear Five Board Meetings, Four AuditCommittee, Fourteen Stakeholders Relationship committee, Two Nomination & Remuneration Committee and Two CSR Committee Meeting were convened and held.

16. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2015 and the Regulation 25 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Annual Report on CSR activities is annexed herewith as: "Annexure Bâ

18.CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

19. RELATED PARTY TRANSACTIONS

20. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

21. AUDITORS

M/s Singhi & Co., Chartered Accountants were appointed as Statutory Auditors of your company at the 28th Annual General Meeting held on 05th August, 2017, for a term of five consecutive years. As per the provision of the Companies Act 2013 the appointment of the Auditors is to be ratified by the Members at every Annual General Meeting.

In accordance with the notification no. GSR 432 (E) issued on 07 the May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting, however the company as a measure of extra precaution and based on the fundamental that the remuneration may undergo change in the appointed years has placed the ratification/ appointment to be considered in the upcoming Annual General Meeting.

The Report given by the Auditors on the financial statement of the company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

22.SECRETARIAL AUDIT

As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata - 700017, as Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure Câ and forms part of this report.

23. EXTRACT OF ANN UAL RETURN

The detail forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure Dâ and forms part of this report.

24.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure Eâ and forms part of this report.

25.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

26. FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

29.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the corporate Governance Report and also posted on the website of the company.

30. ACKNOWLEDGEMENT

FOR AND ON BEHALF OF THE BOARD

Tushar Bhandari Nitin Tibrewal

Place: Indore Director Director

Date: 28th May, 2018 DIN: 03583114 DIN: 01892892

Mar 31, 2017

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31st March, 2017.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2016-2017	2015-2016
Turnover	29646.53	28752.40
Profit/(Loss) before Interest, Depreciation & Tax	4272.43	3865.40
Less: Interest	404.01	518.96
Profit before Depreciation	3868.42	3346.44
Less: Depreciation	1094.77	1034.16
Profit / (Loss) before Tax	2773.63	2312.28
Provision of Tax	1035.78	883.13
Net Profit/Loss	1737.86	1429.15
APPROPRIATIONS
General Reserve	100.00	100.00
Proposed Dividend	180.79	90.40
Tax on Dividend	36.80	18.40
Amount carried to next year	6967.62	5329.76

FINANCIAL PERFORMANCE

Your Company reported a top line growth of 3.11% over the previous year and has achieved a turnover of RS,29646.53 lakhs in the current year against RS,28752.40 lakhs in the previous year, inspire of adverse market scenario of the industry.

Earnings Before Interest Depreciation & Tax (EBIDTA) for the year stood at RS,4272.43 lakhs, an increase of 10.53% from RS,3865.40 lakhs in the previous year. Operating Profit before tax (PBT) stood at RS,2773.63 lakhs an increase on 19.95% from RS,2312.28 lakhs in the previous year & the net profit for the year was RS,1737.86 lakhs as against RS,1429.15 lakhs in the previous year.

The company continues to retain and reinforce its market leadership in the allocated segments in which it operates.

There are no material changes or commitments affecting the financial position of the company, which have occurred between the end of the financial year and the date of this report.

SHARE CAPITAL

The paid-up equity share capital of the company as at March 31, 2017 stood at RS,1807.92 lakhs divided into 18079200 equity shares of H10/- each. During the previous year 201516 the company has allotted 9039600 Bonus shares as fully paid up equity share of face value H10/- in the proportion of 1:1 pursuant to approval by the shareholders.

DIVIDEND

Your directors have pleasure in recommending dividend for approval of the members at the Annual General Meeting a dividend of 10% i.e H1.00/- each (previous year 5% i.e. H0.50/-each) on 18079200 Equity Shares of face value of H10/- each the aggregate amount being RS,180.79 Lakhs

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2017 and of its profit for the year ended on that date.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

COMPOSITION OF BOARD

The Board of Directors has elevated Mr. Tushar Bhandari (DIN: 03583114) who was acting as CFO till date and appointed him as additional director designated as wholetime director w.e.f. 05th January, 2017 for period of 5 years subject to approval of members in the ensuing general meeting. In terms of section 161 of the Companies Act, 2013 Mr. Tushar Bhandari holds office up to the date of ensuing AGM. The company has received a notice in writing from a member proposing his candidature

The Board of Directors has also appointed Mrs. Abhijit Nagee (DIN: 07724108) as an additional director designated as Independent Director w.e.f. 04th February, 2017 for a period of 3 years. In terms of section 161 of the Companies Act, 2013 Mrs. Abhijit Nagee holds office up to the date of ensuing AGM. The company has received a notice in writing from a member proposing her candidature

Mr. Ashish Kumar Gadia (DIN: 00736991) resigned as Whole Time Director of the company w.e.f. 05th January, 2017. The Board has placed on record its sincere appreciation and gratitude for contribution made by him during his tenure as Whole Time Director

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub section (7) of section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the period under review Mr. Ashish Kumar Gadia (DIN: 00736991) has resigned on 05th January, 2017 and the Board on the recommendation of the Nomination & Remuneration Committee has shouldered the responsibilities to Mr. Tushar Bhandari (DIN: 03583114) as whole time director from 05th January, 2017 who was acting as CFO till date and he resigned from post of CFO. The Board at its meeting held on 26th May, 2017 appointed Mr. Sanjay Kumar Tibrewal as Chief Financial Officer (CFO) of the company.

MEETING

During the year Eight Board Meetings, Four Audit Committee, Eleven Stakeholders Relationship committee, Three Nomination & Remuneration Committee and Two CSR Committee Meeting were convened and held.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. As the Committee was unable to get user / activities identified, hence the company has not spent any amount for CSR activities during the year.

Annual Report on CSR activities is annexed herewith as: "Annexure B"

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provision of section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations. However, the Company as evident from the nature of its business has deposited cash amounting to RS,1360.21 Lakhs, mainly consisting of cash sales collections and other receipts, in its bank accounts during 9th November 2016 to 30th December 2016. During the course of enquiry of such deposits by Income-tax authorities, the company was unable to furnish confirmations to the satisfaction of the Income-tax authorities for a sum of RS,100 Lakhs. Therefore, in the month of March 2017, in order to avoid harsher tax consequences and unwarranted future litigation, the company has declared a sum of RS,100 Lakhs, received in part payment of ''Other Receivables'' and deposited in bank account, as undisclosed income under the Pradhan Mantri Garib Kalyan Yojana, 2016 (PMGKY 2016) and paid applicable tax thereon.

AUDITORS

The term of office of M/s B.K. Agrawal & Company & M/s M.D. Agrawal & Company as Statutory Auditors of the company will expire with the conclusion of forthcoming Annual General Meeting of the company. M/s B.K. Agrawal & Company & M/s M.D. Agrawal & Company has been Statutory Auditors of your company from last several years.

The Board of Directors of the company have, subject to approval of the members, decided to make change in the Statutory Auditors. This Change in order to remain at the forefront of good governance and in recognition of regulatory changes.

A resolution proposing appointment of M/s Singhi & Co. Chartered Accountants, Kolkata (FRN302049E) as the Statutory Auditors of the company pursuant to section 139 of the Companies Act, 2013 forms part of the Notice.

M/s B.K. Agrawal & Company & M/s M.D. Agrawal & Company, over many years, have successfully met the challenge that the size and scale of the company''s operations pose for auditor''s and have maintained the highest level of governance, rigour and quality in their audit. The Board places on record its appreciation for the services rendered by them as the statutory auditors of the company.

SECRETARIAL AUDIT

As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata, as Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure C"

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure E" and forms part of this report.

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

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

ACKNOWLEDGEMENT

For and on behalf of The Board

Tushar Bhandari Nitin Tibrewal

Director Director

DIN: 03583114 DIN: 01892892

Place: Indore

Dated: 26th May, 2017

Mar 31, 2016

To the Members,

TheDirectors have pleasure in presenting their 27th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31st March, 2016.

FINANCIAL RESULTS

Rs, in Lakh

P A R T I C U L A R S	2015-2016	2014-2015
Turnover	28752.40	29848.68
Profit/(Loss) before Interest, Depreciation & Tax	3865.40	3506.65
Less: Interest	518.96	653.63
Profit before Depreciation	3346.44	2853.02
Less: Depreciation	1034.16	1010.01
Profit / (Loss) before Tax	2312.28	1843.01
Provision of Tax	883.13	609.36
Net Profit/Loss	1429.15	1233.64
APPROPRIATIONS
General Reserve	100.00	100.00
Proposed Dividend	90.40	45.20
Tax on Dividend	18.40	09.20
Amount carried to next year	5329.76	4109.41

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs, 28752.40 lakhs in the current year against Rs, 29848.68 lakhs in the previous year, in spite of adverse market scenario of the industry.

Operating Profit (EBIDTA) for the year stood at Rs, 3865.40 lakhs, an increase of 10.2% from Rs, 3506.65 lakhs in comparison to 2014-15. Your Directors consider overall performance of the Company is satisfactory. MODERNISATION AND EXPANSION

The SAP ERP implementation/system development project undertaken by the company successfully completed and which has improved the performance and operating effectiveness of the company at functional levels. SHARE CAPITAL

During the year under review Company has allotted 9039600 fully paid up equity share of face value Rs. 10/each aggregating Rs. 9,03,96,000/- for issuance of 1 (one) fully paid-up equity shares of Rs. 10/- each held for the every one equity shares of Rs.10/- each fully paid up by the Member (i.e. in the proportion of 1:1) pursuant to a bonus issue approved by the shareholders in their Extraordinary General Meeting held on 22nd February, 2016.

DIVIDEND

Your directors have pleasure in recommending Dividend of 5% i.e. Rs. 0.50/- each on Equity Shares for approval of the members (previous year 2014-15 dividend per Share Rs. 0.50/- each ) at the ensuing Annual General meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) that appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March, 2016 and of its profit for the year ended on that date.

d) that the annual financial statements have been prepared on a going concern basis.

e) that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

f) that the director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

COMPOSITION OF BOARD

In terms of section(s) 149,152 and all other applicable provisions of the Companies Act, 2013 for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Ashish Kumar Gadia (DIN: 00736991) shall retires by rotation at the ensuing Annual General Meeting and being eligible, has offers himself for re-appointment as a Director of the Company.

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub section (7) of section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Sumit Jaitely, was appointed as Company Secretary with effect from 14.09.2015 of the Company.

MEETING

During the year Eleven Board Meetings, Four Audit Committee, Eight Stakeholders Relationship committee, One Nomination & Remuneration Committee and two CSR Committee Meeting were convened and held. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and stipulated under clause 49 of listing agreement with stock exchange as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Director.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. As the Committee was unable to get user / activities identified, hence the company has not spent any amount for CSR activities during the year.

Annual Report on CSR activities is annexed herewith as: "Annexure A"

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange as well as the SEBI (LODR) Regulations, 2015 as applicable to the Company since 1st December, 2015. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

AUDITORS

Pursuant to the provision of section 139 (2) and other applicable provisions of the companies act 2013 and the rules made there under M/s. B. K. Agrawal & Co., Chartered Accountants (FRN 314202E) and M/s. M. D. Agrawal & Co., Chartered Accountants (FRN 001177C), Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

SECRETARIAL AUDIT

As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata - 700017, Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure B"

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure C" SUBSIDIARY COMPANY:

The continuation of investment in subsidiary M/s Vedant Energy Pvt. Ltd. was not relevant for the company, hence the company dispose of the shares of the subsidiary during financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure D" and forms part of this report.

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

The particulars of Loans, guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

LISTING AGREEMENT

The Securities and Exchange board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during March, 2016.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its subsidiary.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(I) The remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, are as under:

Rs, in Lakh
Sr.	Name of Director /KMP and Designation	Remuneration of Director /KMP for Financial Year 2015-16	% increase in Remuneration in the Financial Year 2015-16
1	Mr. Ashish Gadia Whole Time Director	3.94	NA
2	Mr. Manish Tibrewal Non Executive Director	NIL	NIL
3	Mr. Nitin Tibrewal Non Executive Director	NIL	NIL
4	Mrs. Dishita Tibrewal Non Executive Director	NIL	NIL
5	Mr. Tushar Bhandari Chief Financial officer	5.78	NIL
6	Mr. Sumit Jaitely Company Secretary (Appointed wef 14.09.15)	3.46	NIL

II. There were 295 permanent employees on the roll of the company as on 31st March, 2016

III. Median Remuneration of the employee of the Company during the financial year was Rs. 1.45 Lakh.

IV. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year 2014-15 was 12.5%.

V. The parameters for the variable component of remuneration availed by the directors are considered by the board of directors base on the recommendation of Nomination and Remuneration Committee as per the Remuneration Policy of the Directors, Key managerial personnel and other employees.

VI. It is hereby affirm that the remuneration paid is as per the Remuneration Policy for the Directors, key managerial Personnel and other employees.

STATEMENT OF PARTICULARS OF EMPLOYEE PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EMPLOYED THROUGHOUT THE FINANCIAL YEAR 2015-16

Name Age Qualification Designation Date of Commencement of the employment Experience (Years) Gross Remuneration Previous Employment Previous Designation

Mr Anand Kumar Kedia, 51, M Com. Chairman - Business Promotion & Development, 01/04/1990, 26 years, Rs. 286.90 Lakh, Mr Prasann Kumar Kedia, 44, MBA, Vice Chairman - Operation & Business Development, 01/04/1994 , 22 years, Rs. 286.90 Lakh.

ACKNOWLEDGEMENT

FOR AND ON BEHALF OF THE BOARD

Ashish Gadia Nitin Tibrewal

Place: Indore Director Director

Dated: 30th May, 2016 DIN: 00736991 DIN: 01892892

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS ( Rs. in Lakhs)

PARTICULARS 2014-2015 2013-2014

Sales & Other Income 30,014.28 21,833.42

Profit/(Loss) before Interest, Depreciation & Tax 3,506.65 2,339.07

Less : Interest 653.63 702.04

Profit before Depriciation 2,853.02 1,637.03

Less : Depriciation 1,010.01 657.90

Profit / (Loss) Before Tax 1,843.01 979.13

Less : Provision of Taxation 609.36 394.67

Net Profit / (Loss) 1,233.64 584.46

APPROPRIATIONS

General Reserve 100.00 50.00 Proposed Dividend 45.20 -- Tax on Dividend 9.20 --

Amount carried to next year 4109.41 3030.17

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 29848.68 lakhs in the current year against Rs. 21317.23 lakhs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs. 3506.65 lakhs, an increase of 49.91% from Rs. 2339.07 lakhs in comparison to 2013-14. Your Directors consider overall performance of the Company is satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company have improved the operation of the company. Further, the company has chalked out ambitious plan for SAP ERP implementation, which is under implementation and going to generate result in coming years.

DIVIDEND

Your directors have pleasure in recommending Dividend of 5% for approval of members on 9039600 Equity Shares of Rs. 10 each (Dividend per Share Rs. 0.50) for the year at the ensuing Annual General Meeting (Previous year Nil)

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, 2013 the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2015 and of its profit for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

e) The directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and was operating effectively.

f) The director had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.

COMPOSITION OF BOARD:

In pursuance of requirement of a women director in the Board as per Companies Act, 2013 Mrs. Dishita Tibrewal was appointed as Additional Director on 27th March 2015 and going to vacate office at ensuring annual general meeting. Being eligible offer herself for appointment as director of the company. Necessary consent along with requisition and earnest money deposit has been received by the company. Mr. Ashish Gadia, director of the company retires by rotation and offers himself for re-appointment.

The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Social Corporate Responsibility Committee.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub section (7) of Section 149 of the Companies Act. 2013.

MEETINGS

During the year Twenty Two Board Meetings, Four Audit Committee, Five Stakeholder Relationship Committee, One Nomination & Remuneration Committee and One CSR Committee Meeting were convened and held.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and stipulated under clause 49 of listing agreement the board of directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibilityÂ (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. As the Committee was unable to get user / activities identified, hence the company has not spent any amount for cSr activities during the year.

Annual Report on CSR activities is annexed herewith as: "Annexure AÂ

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary caurse of business.

RISK MANAGEMENT & ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's system of finacial and compliance control with reference to the financial statements and risk management is embedded in the business process by which the company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosures controls and procedures and adequate internal controls over financial reporting with respect to financial statement besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

AUDITORS' REPORT

As regards remarks of the Auditors in respect of non-transfer of the amount required to be transferred to Investor Education and Protection Fund during the year, the same was delayed due to delay in receipt of reconciliation thereof, which is being transferred during the financial year 2015-16.

Further, as regard the comment of the Auditors about strengthening of internal control system, the management is in process of implementation of SAP ERP system and taking other corrective measures to get the same improved.

As regard the comment of the Auditors in respect of certain delay in payment of service tax and entry tax, the same was arose due to difference of opinion about applicability thereof. However, the company has taken appropriate steps about correction of the same.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

SECRETARIAL AUDIT

As required under section 204(1) of the companies Act, 2013 and the Companies (Appointment and Remuneration of management Personnel) Rules, 2014 the Company has appointed M/s K. Arun & Co. (Company Secretaries) Kolkata - 700017, Secretarial Auditor of the company. Secretarial Audit report is annexed herewith as "Annexure BÂ

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure CÂ

SUBSIDIARY COMPANY:

The Statement containing silent features of the financial of the subsidiary Company M/s Vedant Energy Ltd. Is attached hereto in form AOC -1 pursuant to the provisions of section 129(3) of the Act read with Companies (Accounts) Rule, 2014. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure - D and forms part of this report.

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

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

GENERAL

Your Directors state that no disclosure of reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a) Issue of equity shares with differential rights as to divided, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration of commission from its subsidiary.

d) No significant of material orders were passed by the Regulators of Courts or Tribunals which impact the going concern status and Company's operations in future.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

The information required pursuant to Section 197 Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employee of the company, will be provided upon request. In terms of section 136 of the Act, the report and accounts are being sent to the members and others entitle thereto, excluding the information the information on employees' particulars which is availing for inspection by members at the registered office of the Company during business hour on working days of the company up to the date of ensuing General meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of each Key managerial Personnel (KMP) against the performance of the Company are as under:

Remuneration % increase in Sr. Name of Director/KMP of Director/ Remuneration No. and Designation KMP for in the Financial Financial year year 2014-15 2014-15

1 Mr. Ashish Gadia Whole Time Director 3.57 12.43%

2 Mr. Manish Tibrewal NIL NIL

Non Executive Director

3 Mr. Ntin NIL NIL Non Executive Director

4 Mrs. Dishita Tibrewal NIL NIL Non Executive Director

5 Mr. Tushar Bhandari Chief Financial officer 5.91 NL

6 Mr. Deepak pandey 3.00 33.33% Company Secretary

Sr. Name of Director/KMP Ratio of Comparison of the No. and Designation remuneration Remuneration of the of each Director/ KMP against the to median performance of remuneration of the Company employees

1 Mr. Ashish Gadia 2.78 Profit before Tax Whole Time Director increased by 88.23% and Profit After Tax increased by 2 Mr. Manish Tibrewal NA 111.07% for the Financial Year Non Executive Director NA 2014-15

3 Mr. Ntin Non Executive Director NA

4 Mrs. Dishita Tibrewal NA Non Executive Director

5 Mr. Tushar Bhandari NA Chief Financial officer

6 Mr. Deepak pandey Company Secretary NA

II. There were 304 permanent employees on the roll of the company as on 31st March, 2015

III. Median Remuneration of the employee of the Company during the financial year was Rs. 1.28 Lakh

IV. Comparison of remuneration of the Key managerial personnel (s) against the performance of the Company The total remuneration of KMP increased by 33.32% from Rs. 9.36 Lakh in 2013-14 to Rs. 12.48 Lakh in 2014-15 whereas the profit increased by 111.07% (from Rs. 584.46 lakhs in financial year 2013-14 to Rs. 1233.64 Lakhs in financial year 2014-15)

V. Variation in the market capitalisation of the company: The market capitalisation as on 31st March, 2015 Rs.93.29 Crore ( Rs. 16.77 Crore was as on 31st March, 2014).

VI. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year 2014-15 was 8.5%.

VII. Ratio of the remuneration of the highest paid director to that of employees who are not director but receive remuneration in excess of the highest paid director during the year 1:88.

VIII. The parameters for the variable component of remuneration availed by the directors are considered by the board of directors base on the recommendation of Nomination and Remuneration Committee as per the Remuneration Policy of the Directors, Key managerial personnel and other employees.

IX. It is herby affirm that the remuneration paid is as per the Remuneration Policy for the Directors, key managerial Personnel and other employees.

STAEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EMPLOYED THROUGHOUT THE FINANCAL YEAR 2014-15.

Name Age Qualification Designation Date of Commencement of the employment Experience (Years) Gross Remuneration Previous Employment Previous Designation

Shri Anand Kumar Kedia, 50, M Com. Chairman - Business Promotion & Development, 01/04/1999, 25 years, Rs. 312.89 Lakh, Shri Prasann Kumar Kedia, 43, MBA, Vice Chairman - Operation & Business Development, 01/04/1994,21 years, Rs. 310.48 Lakh.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

Ashish Gadia Nitin Tibrewal Place: Indore Director Director Dated: 30th May, 2015 DIN -00736991 DIN - 01892892

Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS ( Rs InLacs ) PARTICULARS 2013-2014 2012-2013

Sales & Other Income 21833.43 15989.72

Profit/(Loss) before Depreciation & Tax 1637.03 1045.37

Profit/(Loss) before Tax 979.13 550.57

Tax Expense: 1) Current Tax 204.04 115.11

2) Deferred Taxation 161.99 102.74

Profit after tax 613.10 332.72

Tax for Prior Period 28.64 1.74

Profit for the year 584.46 330.98

Add:Balance brought forward from previous Year 2495.71 2214.73

Profit available for appropriation 3080.17 2545.71

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 3030.17 2495.71

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 21317.23 lacs in the current year against Rs.15715.97 lacs in the previous year. Operating Profit (EBIDTA) for the year stood at Rs. 233.91 million, an increase of 62 % from Rs.144.96 million in comparison to 2012-13. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company have already been completed.

COMPOSITION OF BOARD:

Consequent to Companies Act, 2013 applicability. It is proposed to Induct Mr. Nitin Tibrewal as an Independent Director not liable to retire by rotation subject to approval of members in the general meeting in pursuance to the provisions of Companies Act,2013 and Listing Agreement. Mr. Manish Tibrewal, director of the company retires by rotation and offers himself for re-appointment. Shri Ashish Gadia is reappointed as Whole-time director for another term of Five years subject to approval of the shareholders and compliance of provisions of the companies as applicable.

The Board provides leadership, strategic guidance, objective and independent view to the Company''s management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Share Transfer & Shareholders Grievance Committee and Remuneration Committee.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

AUDITORS'' REPORT

The Auditors'' Report to the shareholdes does not requires any explanation or comments as such.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act 1956.

SUBSIDIARY COMPANY:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

The Financial Statements for the year ended March 31,2014 of Vedant Energy Pvt. Ltd., subsidiary of your company, is consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2013-14.

In pursuance of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Directors have opted to avail the general exemption granted under Section 212 (8) of the Companies Act 1956 from attaching individual balance sheet, statement of profit & loss and reports of the Board of Directors and Auditors of the subsidiaries along with the holding company''s balance sheet.

In view of the above, your directors have presented the stand-alone financial statements of the Company; and consolidated financial statements comprising financials of the Company and its subsidiary, Vedant Energy Private Ltd., as part of this Annual Report.

Individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of the subsidiary is open for inspection by the shareholders at the registered office of the Company and its subsidiary''s respectively, copies of which may be furnished, if desired by any shareholder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO Information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 58A of the Companies Act, 1956 in terms of Rule 4A of Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

a) As required under section 217(2AA) of the Companies Act 1956 your Directors confirm that:

b) In the preparation of the annual accounts, the applicable accounting standards have been followed.

c) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2014 and of its profit for the year ended on that date.

d) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

e) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL Place: Indore DIRECTOR DIRECTOR Dated: 30th July, 2014 DIN -00736991 DIN - 01892892

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Accounts and Auditor''s Report of the Company for the year ended on 31 st March 2013.

FINANCIAL RESULTS (Rs. In Lacs)

PARTICULARS 2012-2013 2011-2012

Sales & Other Income 15989.72 14015.80

Profit/(Loss) before Depreciation & Tax 1045.37 734.58

Profit/(Loss) before Tax 550.57 342.93

Tax Expense: 1) Current Tax 115.11 80.00

2) Deferred Taxation 102.74 3.52

Profit after Tax 332.72 259.41

Tax for Prior Period 1.74 0.83

Profit for the year 330.98 258.58

Add: Balance brought forward from previous Year 2214.74 2006.16

Profit available for appropriation 2545.72 2264.74

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2495.72 2214.74

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs.15989.72 lacs in the current year against Rs. 14015.80 lacs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs. 1449.58 Lacs, an increase of 30.80% from Rs. 1108.23 Lacs in comparison to 2011-12. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

The expansion cum modernization project of the distillery unit undertaken by the Company is on the verge of completion

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

During the financial year Shri Ranjan Tibrewal were appointed as an additional Director of the Company.

Shri Nitin Tibrewal, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends his re-appointment as Director.

AUDITORS'' REPORT

With regard to remarks of the Auditors in Para (ii) (c), (iv) and (vii), your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B)of the Companies Act 1956.

COST AUDITORS

During the financial year under review the Company was required to submit a Cost Compliance Report from practicing Cost Accountants to the Central Government as per Companies (Cost Accounting Records) Rules, 2011.

M/s. M P Turakhia & Associates, Cost Accountants, have been appointed subject to approval of Central Govt, as the Cost Auditors of the Company for the current financial year by the Board upon the recommendation of the Audit Committee.

SUBSIDIARY COMPANY:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

The Financial Statements for the year ended March 31,2013 of Vedant Energy Pvt. Ltd., subsidiary of your company, is consolidated in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report includes Consolidated Financial Statements for the financial year 2012-13.

In pursuance of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, your Directors have opted to avail the general exemption granted under Section 212(8) of the Act from attaching individual balance sheet, statement of profit & loss and reports of the Board of Directors and Auditors of the subsidiaries along with the holding company''s balance sheet.

In view of the above, your directors have presented the stand-alone financial statements of the Company; and consolidated financial statements comprising financials of the Company, its subsidiary, Vedant Energy Private Ltd., as part of this Annual Report.

Individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of the subsidiary is open for inspection by the shareholders at the registered office of the Company and its subsidiary''s respectively, copies of which may be furnished, if desired by any shareholder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any depositfrom public under Section 58Aof the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2013 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD ASHISHGADIA NITIN TIBREWAL

Place: Indore WHOLETIME DIRECTOR DIRECTOR

Dated: 20th July, 2013

Mar 31, 2012

The Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31 st March 2012.

FINANCIAL RESULTS (Rupees In Lacs)

PARTICULARS 2011-2012 2010-2011

Sales & Other Income 14015.80 9211.79

Profit/(Loss) before Depreciation & Tax 733.70 492.44

Profit/(Loss) before Tax 342.05 317.01

Provision for- 1. Current Tax 79.17 76.96

2. Deferred Taxation 3.52 (5.78)

Profit for the year 259.70 245.84

Add: Balance brought forward from previous Year 2006.15 1810.31

Profit available for appropriation 2265.51 2056.15

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2215.51 2006.15

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 14015.80 lacs in the current year against Rs. 9211.70 lacs in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs 1107.30 lacs, an increase of 48.99 % frorfi Rs. 743.20 lacs in comparison to 2010-11. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION AND EXPANSION

During the year company has gone ahead for backward integration by setting up PET bottle manufacturing unit at the adjacent to it's distillery complex. The company has chalked out an ambitious plan for expansion cum modernization of the distillery unit.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

Shri Manish Tibrewal, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends his re-appointment as Director.

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any deposit from public under Section 58A of the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2012 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 of the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL

Place: Indore DIRECTOR DIRECTOR

Dated: 21st August, 2012

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting their 22nd Annual Report together with the Audited Accounts and Auditor's Report of the Company for the year ended on 31st March 2011.

FINANCIAL RESULTS (Rupees In Lacs)

PARTICULARS 2010-2011 2009-2010

Sales & Other Income 9211.79 11000.84

Profit/(Loss) before Depreciation & Tax 493.07 481.82

Profit/(Loss) before Tax 317.64 183.66

Provision for- Current Tax (68.49) (31.94)

Deferred Taxation 5.78 (32.18)

Tax for Earlier Year (9.09) NIL

Profit for the year 245.84 119.54

Add: Balance brought forward from previous Year 1810.31 1740.77

Profit available for appropriation 2056.15 1860.31

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 2006.15 1810.31

RESULTS OF OPERATIONS

Your Company has achieved a turnover of Rs. 921.17 million in the current year against Rs. 1100.08 million in the previous year.

Operating Profit (EBIDTA) for the year stood at Rs 74.32 million, an increase of 0.42 % from Rs. 74.01 million in comparison to 2009-10. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION OF DISTILLERY UNIT

The modernization programme of the Distillery Unit undertaken by the Company is almost completed.

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

DIRECTORS

During the Financial Year Shri Nitin Tibrewal was appointed as an additional Director of the Company with effect from 28th January, 2011.

Shri Santosh Kumar Kedia, Shri Harshan Kumar Bhandari, Shri Surendra Khetawat, and Shri Ranjan Tibrewal have resigned from the Directorship of the Company due to their personal reasons with effect from 5th Day of February, 2011. Your Directors express their sincere appreciation for valued services rendered by all the above persons during their respective tenures.

Shri Ashish Gadia, Director retire by rotation and being eligible, offer himself for reappointment. The Board of Directors recommends their re-appointment as Director.

AUDITOR'S REPORT

With regard to remarks of the Auditors in Para (i) (a), (ii) (b), (ii) (c), (iv), (vii), (ix)(a) your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same

AUDITORS

M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

FIXED DEPOSITS

During the year your company has not accepted any public deposits under Section 58A of the Companies Act, 1956 in terms of Rule 4Aof Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2011 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report there on are included as part of the Annual Report.

PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.

FOR AND ON BEHALF OF THE BOARD

ASHISH GADIA NITIN TIBREWAL DIRECTOR DIRECTOR

Place: Indore Dated: 29th, August, 2011

Mar 31, 2010

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2010.

FINANCIAL RESULTS Rupees in Lacs

PARTICULARS 2009-2010 2008-2009

Sales & Other Income 11000.84 9891.14

Profit/(Loss) before Depreciation & Tax 481.82 527.40

Profit/(Loss) before Tax 183.66 246.85

Provision for Current Tax (31.94) (35.21)

Deferred Taxation (32.18) (94.83)

Profit for the year 119.54 116.81

Add: Balance brought forward from previous Year 1740.77 1673.96

Profit available for appropriation 1860.31 1790.77

APPROPRIATIONS

General Reserve 50.00 50.00

Amount carried to next year 1810.31 1740.77

DIVIDEND

In order to meet the long term funds requirement for growth of the business of your Company, your directors consider it necessary to conserve the resources of the Company and as such, have decided not to recommend dividend for the year.

OPERATIONS

The turnover of the Company during the year was at Rs. 110.00 Crores in comparison to Rs.98.91 Crores in the previous year. The operation profit for the year was Rs. 4.81 Crores in comparison to Rs.5.27 Crores in the previous year. In view of the present scenario of the Industry, your Directors consider overall performance of the Company satisfactory.

MODERNISATION OF DISTILLERY UNIT

The Company has undertaken modernization programme in its Distillery Unit. The Project is in progress and expected to be completed shortly.

DIRECTORS

Shri Harshan Kumar Bhandari and Shri Manish Tibrewal, Directors retire by rotation and being eligible, offer themselves for reappointment.

G. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied consistently and that judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31sl March 2010 and of its profit for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records under the provisions of the Act for safeguarding the assets of the Company and for preventing and defecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

H. CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the clause 49 the listing agreement with the Stock Exchange. A separate report on Corporate Governance and Auditors Report thereon are included as part of the Annual Report.

I. AUDITORS REPORT

With regard to remarks of the Auditors in Para (i) (a), (ii) (b), (ii) (c), (iv), (vi), (vii), (ix)(a) your Directors have already taken steps to ensure regularities and/or appropriate compliances in respect of the same.

J. AUDITORS

The Auditors M/s. B. K. Agrawal & Co., Kolkata and M/s. M. D. Agrawal & Co., Indore retire at the forthcoming Annual General Meeting and are eligible for reappointment for the period from the conclusion of the ensuing Annual General Meeting to the conclusion of the next Annual General Meeting.

K. PERSONNEL

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels. There has been no employee drawing remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

L. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure -II and forms part of this report.

ACKNOWLEDGEMENT

Your Directors are thankful to the Banks, Financial Institutions and other Government agencies for their assistance, as also to the suppliers and customers for their support to the Company. Your Directors also take this opportunity to express their sincere thanks to the shareholders for their continued faith in the Company.

FOR AND ON BEHALF OF THE BOARD

SANTOSH KUMAR KEDIA HARSHAN KUMAR BHANDARI

Director Director

Dated: 27th August, 2010

Place: Indore

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