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Directors Report of Chambal Breweries & Distilleries Ltd.
Mar 31, 2025
Your Directors are pleased to present their 40th Annual Report on the business and operations of the Compact
together with the Audited Financial Statements for the financial year ended March 31,2025.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS: r (
|
PARTICULARS |
F.Y. 2024-25 |
F.Y. 2023-24 |
|
Revenue from Operations |
0 |
0 |
|
Other Income |
8,95.905.00 |
11,03,832.00 |
|
Total Income |
8,95,905.00 |
11,03,832.00 |
|
Less: Total Expenses |
17,27,443.28 |
31,36,059.06 |
|
Profit/(Loss) from ordinary activities before finance costs, |
(8,31,538.28) |
(20,32,227.06) |
|
Less: exceptional items |
0 |
2,26,42,500.00 |
|
Profit/(Loss) from ordinary activities after finance costs, |
(8,31,538.20) |
(2,46,74,727.06) |
|
Less: Taxation (including FBT & Deferred Taxation) |
0.00 |
0.00 |
|
Net Profit / (Loss) after Tax & exceptional items |
(8,31,538.28) |
(2,46,74,727.06) |
BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR
The Company is engaged in the trading and retailing of Indian Made Foreign Liquor (1MFL) and beer. However,
due to stringent policies and unfavorable decisions by the government, your Company did not undertake any
business activity related to the retail sale of lMFLand beer during the financial years 2016-17 to 2024-25.
During the financial year 2024-25, the Company remained focused on effective operational and financial
management While revenue from operations remained nil. the Company reported Other Income of Rs
8,95,905.00/- primarily comprising interest income from financial assets. This marks a decline from Rs.
11,03,832.00/- recorded in the previous financial year. However, total expenses also decreased significantly to
tl7,27,443.28/- from Rs. 31,36,059.06/- in the previous year.
As a result, the Company recorded a Net Loss after Tax of Rs. 8,31,538.28/- for the financial year 2024-25
substantial improvement compared to the net loss of Rs. 2,46,74,727.06/- in the preceding year.
TRANSFER TO RESERVES
Your Directors have not proposed to transfer any sum to the General Reserve. No amount has been transferred i .
any reserves during the financial year under review,
DIVIDEND:
In the interest of the Company and in light of the accumulated losses, your Directors do not recommend air
dividend for the financial year ended March 31,2025.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business of the Company during the financial year ended on March 31. .''02 5
Your company did rot carry any business activity during financial year under review.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company, i.e., March 31, 2025, and the date of this
report
DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT
There was no change made in the financial statements or the Report in respect of three preceding financial years
either voluntarily or pursuant to the order of a judicial authority.
CAPITAL STRUCTURE
There has been no change in the authorized, issued, subscribed, and paid-up share capital of the Company during
the financial year ended March 31, 2025. The paid-up share capital of the company stands at Rs. 7,48,87,580/-
(Rupees Seven Crore Forty Eight Lakh Eighty Seven Thousand Five Hundred and Eighty Only}.
DETAILS OF EMPLOYEES STOCK OPTIONS
There are no employeeâs stock options given by the company during the financial year 2024-25.
DIRECTORS AND KEY MANANGERIAL PERSONNEL
1. Ms. Amrita Modi (DIN: 07761166) retired by rotation at the previous Annual General Meeting held on
30* July 2024 and was re appointed by the shareholders.
2. Additionally, Ms. Amrita Modi (DIN: 07761166] was re-appointed by the shareholders at the same AGM
held on 30* July 2024 as a Non-Executive Director of the Company for a term extending up to 30th
September 2029,
3. Mr. Rinku Goyal (DIN: 10454843) was also re-appointed as an Independent Dii ector of the Company at
the AGM held on 30th July 2024 for a term up to 11* February 2029, based on the approval of the
shareholders.
4. In accordance with the provisions of the Companies Act, 2013, Mr. Parasram Jhamnani (DIN: 01266196)
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment Based on the performance evaluation and recommendation of the
Nomination and Remuneration Committee, the Board recommends his re-appointment
5. As per the recommendation of the Nomination and Remuneration Committee, the approval of the
shareholders is also being sought for the re-appointment of Mr. Parasram Jhamnani (DIN: 01266196) as
the Chairman and Managing Director of the Company for a period up to 10* August 2028. The Board
recommends his re-appointment
6. Similarly, based on the recommendation of the Nomination and Remuneration Committee, the approval
of the shareholders is being sought for the re-appointment of Mr. Anmo! Jindal (DIN: 07618593] as an
Independent Director of the Company for a second term up to 24th September 2030. The Board
recommends his re-appointment
Except for the above, there were no changes in the Key Managerial Personnel of tile Company during
the year under review
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the independent Directors of the
Company have submitted declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6] of the Act and the Rules framed thereunder, as well as Regulation 16(1)[b) of the SEB1 (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors, after due assessment of the disclosures and confirmations received, is of the opinion that
the Independent Directors fulfill the conditions specified in the Act and the SEBI Listing Regulations and are
independent of the management.
There has been no change in the circumstances affecting their status as independent Directors of the Company
during the year.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board is of the opinion that the independent directors appointed during the year possess the required
integrity, expertise, experience, and proficiency to effectively discharge their responsibilities.
BOARD MEETINGS
The Board of Directors met four (4) times during the financial year 2024-25. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, Secretariat Standard -1 on Meetings
of the Board of Directors,
Attendance of Directors in ACM and Board meetings held during the financial year 2024-25 are as follows;
|
Name of Director |
!n previous |
Board meeting |
%of |
|||
|
30.05.2024 |
10.08.2024 |
13.11.2024 |
12.02.2025 |
ce |
||
|
Mr. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Rinku Goyal |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Ms. Amrita Modi |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
AUDIT COMMITTEE
The company has the audit committee in line with the provisions of Section 177 of the Companies Act, 2013.
The audit committee met four (4) times during the financial year 2024-25. Frequency and quorum at thi e
meetings were in conformity with the provisions of the Companies Act. 2013.
Attendance at Audit Committee meetings held during the financial year 2024-25 as follows:
|
Name of Director |
Date of Meeting |
%nf Attendance |
|||
|
30.05.2024 |
10.08.2024 |
13.11.2024 |
12.02.2025 |
||
|
Mr. Anmol jindal |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Rinku Goyal |
Yes |
Yes |
Yes |
Yes |
100% â |
|
Mr. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
100% |
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The company has the Stakeholdersâ Relationship Committee in line with the provisions of Section 178 of the
Companies Act, 2013.
Attendance of Stakeholders'' Relationship Committee meetings held during the financial year 2024-25 are as
follows;
|
Name of Director |
Date of Meeting |
% of Attendance |
|||
|
30.05.2024 |
10.00.2024 |
13.11.2024 |
12.02.2025 |
||
|
Mr. Rinku Goyal |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
100% |
NOMINATION AND REMUNERATION COMMITTEE
The company has the Nomination and Remuneration Committee in line with the provisions of Section 178 of the
Companies Act, 2013.
Attendance at Nomination and Remuneration Committee meetings held during the financial year 2024-25 as
follows:
|
Name of Director |
Date of Meeting |
% of Attendances |
|
30.05.2024 , |
||
|
Mr Anmol jindal |
Yes |
100% |
|
Mr. Rinku Gqyal |
Yes |
100% |
|
Ms, Amrita Modi |
Yes |
100% |
NOMINATION & REMUNERATION POLICY
In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a comprehensive Nomination and Remuneration
Policy.
The Policy provides a framework to the Nomination and Remuneration Committee for matters relating to the
appointment, removal, and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and
other employees. It lays down clea r criteria for:
Determining qualifications, competencies, positive attributes, and independence for the appointment of Directors
(Executive and Non-Executive);
Evaluating the performance of the Board, its Committees, and individual Directors;
Establishing principles for remuneration of Directors, KMPs, Senior Management, and other employees, aligned
with market practices and company goals.
The Nomination and Remuneration Policy is available on the Companyâs website at:
⢠Web link;: http://www.chambalkota.m/download/nomination%20&%20Remuneration%20policy.pdf
We affirm that the remuneration paid to the Directors, Senior Management, and other employees during the year
is in accordance with the terms and parameters laid down in the said policy.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the
performance of Board. Directors including the Chairman of the Board and Board Committees.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to Section 149(B) read with Schedule IV. Section 178(2), Section 134(3)(p) of
Companies Act, 2013.
The performance of the board was evaluated by the Board after seeking inputs from all the directors an the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive directors and non¬
executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and Inputs in meetings,
etc.
At the board meeting that followed the meeting of the Independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated
INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls with reference to financial statements, which were tested
during the year with no material weaknesses observed. As per the Auditor''s Report for FY 2024-25, these controls
were found to be effective in all material respects as at March 31, 2025.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as
defined under the provisions of the Companies Act, 2013.
Subsidiary Company: Nil
Joint Venture: Nil
Associate Company: Nil
Accordingly, the disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not
applicable.
FIXED DEPOSITS
During the year under review, your Company has not accepted any deposits from the public within the meaning of
Section 73 of die Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount on account of principal or interest on public deposits was outstanding as on the date of
the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 O F THE COMPANIES ACT,
2013
During the financial year ended March 31, 2025, the Company has not given any loans, provided any guarantees,
or made any investments falling within the purview of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTION S
All Related Party Transactions entered into by the Company during the financial year ended 31st March, 2025
were carried out in the ordinary course of business and on an arm''s length basis. Accordingly, the provisions of
Section 188 of the Companies Act, 2013 were not attracted.
Further, there were no materially significant related party transactions made by the Company with its Promoters,
Directors, Key Managerial Personnel, or other related parties that could have had a potential conflict with the -
interest of the Company at large.
Therefore, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 is not
applicable for the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company for the financial year under review.
Accordingly, the Company was not required to constitute a CSR Committee or undertake any CSR activities during
the year.
RISK MANAGEMENT
The Company has not formulated a formal Risk Management Policy pursuant to the provisions of the
Companies Act, 2013, as the elements of risk threatening the Company''s existence are currently considered
minimal.
However, the Board of Directors periodically assesses and reviews potential risks to the business and takes
appropriate measures to mitigate and manage such risks in the best interest of the Company.
The Risk Management Policy is available on the Company''s website at: yvww.chambalkQta.il''
web link: http://www.chambalkota.in/download/Risk%20management%20policy.pdf
VIGFL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, the Company has established a
Whistle Blower Policy to provide a vigil mechanism for Directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct.
The Policy provides a structured process for reporting such concerns and ensures adequate safeguards against
victimization of individuals using the mechanism. It also enables direct access to the Chairman of the Audit
Committee, where necessary.
The Whistle Blower Policy Is available on the Companyâs website at the following link:
http://www.chambalkota.in/download/whistJe%20blpwer%20policy.pdf
During the year under review, no complaint or concern was reported under this mechanism, and the system is
functioning effectively. No personnel were denied access to the Audit Committee..
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the financial year under review, no significant or material orders were passed by a ny regulators, courts, or
tribunals which would impact the going concern status of the Company or have a material bearing on its
operations in the future.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the financial year 2024-25, there were no instances of one-time settlement with any bank or financial
institution, and hence, the disclosure regarding any difference in valuation is not applicable.
DISCLOSURE OF AGREEMENTS SPECIFIED IN CLAUSE 5A OF PARA A OF PART A OF SCHEDULE HI
During the financial year 2024-25, there were no agreements entered into by the Company as specified under
Clause 5A of Para A of Part A of Schedule 111 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS
M/s. Lokesh Maheshwari & Associates, Chartered Accountants (Firm Registration No. 020075C), were appointed
as the Statutory Auditors of the Company at the 39th Annual Genera) Meeting held on July 30,2024, for a term of
five years, i.e., from the conclusion of the 39s1'' ACM until the conclusion of the 44* AGM to be held for the financial
year 2028-29.
The Statutory Auditor''s Report for the financial year ended March 31, 2025, does not contain any qualification,
reservation, or adverse remark relating to material misstatements due to error or fraud.
Further, during the financial year 2024-25, no fraud has been reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013-
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, the Board of Directors had appointed M/s DCJ and Associates, Chartered Accountants. Kota (Firm
Registration No. 015039C) as the Internal Auditor of the Company to conduct the internal audit for the financial
year 2024-25.
The Internal Audit Report submitted by the internal Auditors was reviewed by the Audit Committee and the Board
of Directors, and the observations, if any, were duly addressed by the Management from time to time.
During the financial year 2024-25, no fraud was reported by the Internal Auditor in their audit report.
The Board has also re-appointed M/s DC] and Associates as the Internal Auditor of the Company for the financial
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Board of Directors appointed M/s Bharat Rathore &
Associates, Company Secretaries, Kota (Firm Registration No. S2018RJ589300) as the Secretarial Auditor of the
Company to carry out the Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report, in Form MR-3, as issued hy the Secretarial Auditor for the financial year 2024-25, is
annexed herewith as Annexure "I".
The Secretarial Audit Report for the financial year ended March 31, 2025 did not contain any qualification,
reservation, or adverse remark. The report is self-explanatory and does not cail for any further comments by the
Board,
Based on the recommendation of the Board at its meeting held on July 26, 2025, it is proposed to re-appoint M/s
Bharat Rathore & Associates, Company Secretaries, Kota (FRN: S2018RJ589300), as the Secretarial Auditors of the
Company to hold office for a period of five consecutive years, commencing from the financial year 2025-26 to
2029-30, subject to approval of the shareholders as per the provisions of the Listing Regulations read with Section
204 of the Companies Act, 2013 and the applicable rules there-under.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (1CSIJ and notified by the Ministry of Corporate Affairs, during the financial year 2024-25.
MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies
Act, 2013. is not applicable to the Company for the financial year 2024-25.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the financial year 2024-25, no application or process was initiated against the Company under the
provisions of the Insolvency and Bankruptcy Code, 2016..
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.
As per the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in
ANNEXURE âII" to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed discussion on the industrial structure, development, opportunities, threats, review of operational
performance and risks, as required under Regulation 34 of the Securities and Exchange Board of India (Llst.ng
Regulations and Disclosure Requirements) Regulations, 2015. forms part of this report as ANNEXURE "111"
ANNUAL RETURN
In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013. the
Annual Return for the financial year ended on 31st March 2025 in the prescribed form MGT-7 is disclosed on the
website at www.chambalkota.in.
PARTICULARS OF EMPLOYEES AND RATIO OF REMUNERATION TO EACH DIRECTOR
in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1] and Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement
containing the ratio of the remuneration of each director to the median remuneration of the employees, along with
other requisite details, and the particulars of employees are annexed herewith as Annexure "IV", forming an
integral part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition
and Redressal) Act, 2013, and the Rules made thereunder. The Audit Committee of the Company has been
authorized to oversee the implementation of the said policy.
A summary of sexual harassment complaints received and disposed of during the financial year 2024-25 is as
under:
Number of complaints pending at the beginning of the year : N IL
No. of complaints received during the year : NIL
Number of complaints disposed off during the year : NIL
Number of cases pending at the end of the year : NIL
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
The Board of Directors has adopted a Code of Conduct for Prohibition of Insider Trading, in compliance with the
SEB1 [Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code aims to regulate,
monitor, and report trading in the securities of the Company by insiders and designated persons.
The Code, inter alia, mandates:
⢠Pre-clearance for dealing in securities by designated persons,
⢠Prohibition on trading while in possession of Unpublished Price Sensitive Information (UPSI), and
⢠Restriction on trading during the closure of the trading window.
The Code also lays down guidelines and procedures to be followed by insiders and designated persons and sets
forth the necessary disclosure requirements while dealing in the securities of the Company.
The policy is available on the Company''s website at: www.chambalkota.in
Web link: http://vnvw.chambalkota.in/download/CDDE%200F%20FAJR%20DISCLOSURE%20AND%2a
CDDE%20OF%20CONDUCT.pdf
LISTING OF SECURITIES:
The equity shares of the Company are listed on BSE Limited with Scrip Code; 512301. The Company hereby
confirms that the annual listing fees for the financial year 2025-26 have been duly paid to the Stock Exchange..
POSTAL BALLOT
During the financial year 2024-25, no resolutions were passed through Postal Ballot in accordance with the
provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration)
Rules, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state
and confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that
there are no material departures from the same;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of Maternity BeneFit Act, 1961 during the year under
review.
NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
As on the closure of the financial year, the total number of employees on t he rolls of the Company was 4,
comprising 4 male employees. There were no female or transgender employees during the year.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the compliance requirements under Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and Para C, D and E of Schedule V shall not apply to the following class of companies:
Listed entities having paid-up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25
crore as do the last day of the previous financial year;
m
Listed entities which have listed their specified securities on the SME Exchange,
As on the last day of the previous financial year, the Company''s paid-up equity share capital and net worth fall
within the prescribed exemption limits stated above under clause (a). Accordingly, the Company is exempt from
compliance with the provisions relating to Corporate Governance including Regulation 27(2) of the SEBI (LODR)
Regulations, 2015,
Hence, the Corporate Governance Report does not form part of the Annual Report for the financial year 2024-25,
OTHER DISCLOSURES
All other disclosures as required under the Companies Art, 2013, and the Rules made thereunder, as well as the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been duly made in this Report to
the extent applicable. Any disclosures not specifically covered or provided herein are either NIL or NOT
APPLICABLE to the Company for the financial year 2024-25.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for the continued co-operation and support
received from the Company''s Bankers, Government Authorities, Advisors, Shareholders, and other stakeholders.
The Board also expresses its deep appreciation for the dedication, commitment, and hard work of the employees
at all levels, who have contributed to the Companyâs performance during the financial year.
For and on Behalf of Board of Director
O f Chambal Breweries & Distilleries Ltd.
Place: Kota
Date: 26.07.2025 Sd/- Sd/-
Anmol Jindal Parasram Jhamnani
Director Chairman and Managing Director
DIN:07618593 DIN:01266196
Mar 31, 2024
Your directors have immense pleasure in presenting their 39th Annual Report on the business and operations of
the Company together with Audited Financial Statements for the year ended on 31st March, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS :
(in Rs.)
|
PARTICULARS |
F.Y. 2023-24 |
F.Y. 2022-23 |
|
Revenue from Operations |
0 |
0 |
|
Other Income |
1103832.00 |
1070806.00 |
|
Total Income |
1103832.00 |
1070806.00 |
|
Less: Total Expenses |
3136059.06 |
2135632.37 |
|
Profit/(Loss) from ordinary activities before finance costs, |
(2032227.06) |
(1064826.37) |
|
Less: exceptional items |
22642500.00 |
2669232.00 |
|
Profit/(Loss) from ordinary activities after finance costs, |
(24674727.06) |
(3734058.37) |
|
Less: Taxation (including FBT & Deferred Taxation) |
0 |
0 |
|
Net Profit / (Loss) after Tax & exceptional items |
(24674727.06) |
(3734058.37) |
BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR
The Company is engaged in trading and retailing of IMFL and beer. Due to Strong polices and unexpected
decisions of the government, which were not in the favour of your company, your company did not carry any
business activity of retail selling of IMFL and beer during financial year 2016-17, 2017- 18, 2018-19, 2019-20,
2020-21, 2021-22, 2022-23 and 2023-24 the total Revenue from operations of the company was Nil while other
income during the year under review was Rs. 1103832.00/-. Further, the company has incurred total expenditure
of Rs. 3136059.06/- as against expenditure of Rs. 2135632.37/- incurred during the previous financial year.
Although the company has no profit after tax during the under review, your directors expect that the company will
perform better in the ensuing year.
TRANSFER TO RESERVES
Your Directors have not proposed to transfer any sum to the General Reserve.
DIVIDEND:
In the interest of the Company no dividend has been recommended by the Board of Directors of the Company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business of the Company during the financial year ended on March 31, 202 4.
Your company did not carry any business activity during financial year under review.
MATERIAL CHANGES AND COMMITMENTS
In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the
closure of the financial year to which the financial statements relate till the date of this report, affecting the
financial position of the Company.
DETAILS OF REVISION OF FINAN CIAL STATEMENT OR THE REPORT
There was no change made in the financial statements or the Report in respect of three preceding financial years
either voluntarily or pursuant to the order of a judicial authority.
CAPITAL STRUCTURE
During the FY 2023-24 there is no change in capital structure of the Company and paid up share capital of the
company stands at Rs. 7,48,87,580/- (Rupees Seven Crore Forty Eight Lakh Eighty Seven Thousand Five Hundred
and Eighty Only).
DETAILS OF EMPLOYEES STOCK OPTIONS
There are no employeeâs stock options given by the company during the financial year 2023-24.
DIRECTORS AND KEY MANANGERIAL PERSONNEL
1. Mr. Parasram Jhamnani (DIN: 01266196), retired by rotation in previous AGM held on 10th July 2023 was re¬
appointed by the shareholders.
2. Ms. Amrita Modi (DIN: 07761166), retires by rotation and being eligible offers herself for re-appointment at the
ensuing Annual General Meeting of the Company. Based on the performance evaluation and recommendation of
the Nomination and Remuneration Committee, the Board recommends her re-appointment.
3. Mr. Rinku Goyal (DIN: 10454843) was appointed by the Board as an Additional Director under the category of
Independent Director of the Company w.e.f. 12th February 2024 to hold position upto the date of the ensuing
Annual General meeting of the company, as per the recommendation received from Nomination and remuneration
committee of the company. Approval of Shareholders is sought for appointment of Mr. Rinku Goyal as an
Independent Director of the Company at this AGM for a period of five year 11th February 2029. The Board
recommends his appointment in this AGM. Brief Profile of Mr. Rinku Goyal is given in the Notice of the AGM and
itâs in the opinion of the board that Mr. Rinku Goyal having vast experience and expertise in the business
operation.
4. Second term of appointment of Mr. Raj Kumar Jain (DIN: 05182042) Independent Director of the Company was
expired on 31st March 2024.
Except aforesaid changes further no changes occurred in the KMP during the year under review.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company.
BOARD MEETINGS
The Board of Directors met four (4) times during the financial year 2023-24. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, Secretarial Standard -1 on Meetings
of the Board of Directors and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Attendance of Directors in AGM and Board meetings held during the financial year 2023-24 are as follows:
|
Name of Director |
In previous |
Board meeting |
% of Attendan ce |
|||
|
10.05.2023 |
10.08.2023 |
08.11.2023 |
12.02.2024 |
|||
|
Mr. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Raj Kumar Jain |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Ms. Amrita Modi |
Yes |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Rinku Goyal |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
AUDIT COMMITTEE
The company has the audit committee in line with the provisions of Section 177 of the Companies Act, 2013.
The audit committee met four (4) times during the financial year 2023-24. Frequency and quorum at these
meetings were in conformity with the provisions of the Companies Act, 2013, and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit Committee consists of 3 (Three) directors out of which Two (2) are Independent Directors as on the
last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an Independent Director. Composition of
Committee is as follows:
|
S. No. |
Name |
Position |
Category |
|
1 |
Mr. Raj Kumar Jain |
Chairman |
Independent |
|
2 |
Mr. Anmol Jindal |
Member |
Independent |
|
3 |
Mr. Parasram Jhamnani |
Member |
Executive |
Mr. Raj Kumar Jain (DIN: 05182042), Chairman of Audit Committee attended previous AGM held on 10th July 2024.
Further all the recommendations of the Audit Committee time to time were accepted by the Board.
Attendance at Audit Committee meetings held during the financial year 2023-24 as follows:
|
Name of Director |
Date of Meeting |
% of Attendance |
|||
|
10.05.2023 |
10.08.2023 |
08.11.2023 |
12.02.2024 |
||
|
Mr. Raj Kumar Jain |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
100% |
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The company has the Stakeholders'' Relationship Committee in line with the provisions of Section 178 of the
Companies Act, 2013.
The Stakeholdersâ Relationship Committee consists of 3 (Three) directors out of which Two (2) are Independent
Directors as on the last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an Independent
Director. The Composition of Committee is as follows:
|
S. No. |
Name |
Position |
Category |
|
1 |
Mr. Raj Kumar Jain |
Chairman |
Independent |
|
2 |
Mr. Anmol Jindal |
Member |
Independent |
|
3 |
Mr. Parasram Jhamnani |
Member |
Executive |
Attendance of Stakeholdersâ Relationship Committee meetings held during the financial year 2023-24 are as
follows:
|
Name of Director |
Date of Meeting |
% of Attendance |
|||
|
10.05.2023 |
10.08.2023 |
08.11.2023 |
12.02.2024 |
||
|
Mr. Raj Kumar Jain |
Yes |
Yes |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
Yes |
Yes |
100% |
|
Ms. Parasram Jhamnani |
Yes |
Yes |
Yes |
Yes |
100% |
NOMINATION AND REMUNERATION COMMITTEE
The company has the Nomination and Remuneration Committee in line with the provisions of Section 178 of the
Companies Act, 2013.
The Nomination and Remuneration Committee consists of 3 (Three) directors out of which Two (2) are
Independent Director as on the last day of financial year 2023-24 and is chaired by Mr. Raj Kumar Jain, an
Independent Director. Composition of Committee is as follows:
|
S. No. |
Name |
Position |
Category |
|
1 |
Mr. Raj Kumar Jain |
Chairman |
Independent |
|
2 |
Mr. Anmol Jindal |
Member |
Independent |
|
3 |
Ms. Amrita Modi |
Member |
Non-Executive |
Attendance at Nomination and Remuneration Committee meetings held during the financial year 2023-24 as
follows:
|
Name of Director |
Date of Meeting |
% of Attendances |
|
|
10.05.2023 |
12.02.2024 |
||
|
Mr. Raj Kumar Jain |
Yes |
Yes |
100% |
|
Mr. Anmol Jindal |
Yes |
Yes |
100% |
|
Mr. Amrita Modi |
Yes |
Yes |
100% |
NOMINATION & REMUNERATION POLICY
In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a Nomination and Remuneration Policy.
The Nomination and Remuneration policy provides guidelines to the Nomination and Remuneration Committee
relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior
Management. This policy formulates the criteria for determining qualifications competencies, positive attributes
and independence for the appointment of a director (executive / non-executive) and also the criteria for
determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other
Employees. It also provides the manner for effective evaluation of performance of Board, its committees and
individual directors.
Nomination and remuneration policy of the Company is available on the Company''s website at
www.chambalkota .in, and on web-link: http://www.chambalkota.in/download/nomination%20&%20
Remuneration%20policy.pdf We affirm that the remuneration paid to Directors, senior management and other
employees is in accordance with the remuneration policy of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the
performance of Board, Directors including the Chairman of the Board and Board Committees.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to Section 149(8) read with Schedule IV, Section 178(2), Section 134(3)(p) of
Companies Act, 2013.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of com mittee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.
In a separate meeting of independent direct ors, performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated, taking into account the views of executive di rectors and non¬
executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has put in place an adequate system of internal control commensurate with its size and nature of
business. These systems provide a reasonable assurance in respect of providing financial and operational
information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance
with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit
reports issued by internal auditors of the company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Subsidiary Comp any: Nil
oint Venture: Nil
FIXED DEPOSITS
The Company has neither invited nor accepted or renewed any fixed deposits from public within the meaning of
Section 73-76 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during
he year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the year under review, the company has not given any guarantee or provided security in connection with a
loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.
Further the particulars of the Loans given and advances made by the company are provided in the Note No. 5 of
financial statements of the company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended on 31st March, 2024 were on
an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the
Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions
during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the Company at large. Thus,
disclosure in Form AOC-2 is not required.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of Section 135 of the Companies Act, 2013 read with the relevant rules and guidelines are not so far
applicable to the Company.
RISK MANAGEMENT
The Company has framed and implemented a Risk Management Policy to identify the various business risks. This
framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the
Companyâs competitive advantage. The Risk Management Policy defines the risk management approach across
the enterprise at various levels including documentation and reporting. The policy is available on the Companyâs
website at http://www.chambalkota.in/ and the web link i.e. http://www.chambalkota.in/download/Risk%20
manageme nt%20policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI(LODR)
Regulations, 2015, the Company has a Whistle Blower Policy for establishing a vigil mechanism to deal with the
cases of unethical behaviour in all its business activities, fraud, mismanagement and violation of Code of Conduct
of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards
against the victimization, if any. The policy is available on the Companyâs website at the weblink i.e.
http://www.chambalkota.in/download/whistle%20blower%20policy.pdf during the finan cial yea r, no whistle
blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit
Committee.
S IGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No such material legal decision has been passed during the year by the regulators or courts or tribunals which
may affect the going concern status of the company and company''s operation in future.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no such case during the financial 2023-24
DISCLOSURE OF AGREEMENTS SPECIFIED IN CLAUSE 5A OF PARA A OF PART A OF SCHEDULE III
There is no agreements specified in clause 5A of para A of part A of schedule III during the financial 2023-24.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS
M/s VAG & Company, Chartered Accountants, Kota (Firm registration Number: 003014C), were appointed
as Statutory Auditors of the Company in 34th Annual General Meeting of the C ompany to hold office till the
conclusion of the 39th Annual General Meeting of the company for the second term. The tenure/term of M/s VAG &
Company, Chartered Accountants, Kota (Firm registration Number: 003014C) is coming to end at the conclusion
of ensuing AGM. The existing auditors cannot be re-appointed as the Auditors for a further period of 5 years as per
the provisions of Companies Act, 2013.
Therefore appointment of M/s Lokesh Maheshwari & Associates, Chartered Accountants, Kota, (Firm
Registrati on Number: 020075C) being sought in the annual general meeting , to hold the office from conclusion
of the 39th Annual General Meeting till the conclusion of the 44th Am ual General Meeting of the Company the term
and condition of appointment are provided under the notice of AGM.
There is no reservation, qualification or adverse remark contained in the Auditor''s Report attached to Financial
Statements of company as at 31st March, 2024 Information referred in Auditorâs Report are self-explanatory and
do not call for any further comments.
During the financial year 2023-24, no fraud was reported by the Statutory Auditors of the Company in their Audit
Report.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules,
2014, the Board has appointed M/s DCJ and Associates, Chartered Accountants, Kota (FRN: 015039c) as
Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 20 23-24.
The internal audit report received from the internal auditors were reviewed by the Audit Committee and Board of
Directors and the observations, if any, mentioned in the Internal Audit Report received for the financial year
2023-24 were duly looked into by the Management from time to time.
During the financial year 2023-24, no fraud was reported by the Internal Auditor of the Company in their Audit
Report.
The Board has also re-appointed the aforesaid firm as Internal Auditor to conduct the internal audit of the
Company for the F.Y. 2024-25.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Bharat Rathore & Associates,
Company Secretaries, Kota (FRN: S2018RJ589300) as Secretarial Auditor of the Company to carry out the
secretarial audit of the company for the F.Y. 2023-24. The Secretarial Audit Report as received from the aforesaid
secretarial auditors in form MR-3 for the F.Y. 2023-24is annexed herewith as (ANNEXURE "Iâ).
The Secretarial Audit report for the financial year ended 31st March, 2024 does not contain any qualification,
reservation or adverse remark and is self explanatory and does not call for any further comments.
The board has also re-appointed M/s Bharat Rathore & Associates, Company Secretaries, Kota as Secretarial
Auditor to conduct secretarial audit of the Company for the F.Y. 2024-25.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Company has complied with all secretarial standards applicable on company during the financial year 2023-24.
MAINTENANCE OF COST RECORDS
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable on the company during the financial year.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
There are no process initiated under the insolvency and bankruptcy code, 2016 (2016) during the financial year
2023-24.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ
technology for more efficient operations.
As per the Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in
(ANNEXURE "IIâ) to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed discussion on the industrial structure, development, opportunities, threats, review of operational
performance and risks, as required under Regulation 34 of the Securities and Exchange Board of India (Listing
Regulations and Disclosure Requirements) Regulations, 2015, forms part of this report as (ANNEXURE "IIIâ).
ANNUAL RETURN
In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the
Annual Return for the financial year ended on 31st March 2024 in the prescribed form MGT-7 is disclosed on the
website at www.chambalkota.in.
PARTICULARS OF EMPLOYEES AND RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms
of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and the statement containing particulars of employees
as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in (Annexure "IVâ) forming
part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder and authorized the Audit Committee of the Company for
implementation of said policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24
Number of complaints pending at the beginning of the year : NIL
No. of complaints received during the year : NIL
Number of complaints disposed off during the year : NIL
Number of cases pending at the end of the year : NIL
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
The board has adopted a code for the prohibition of insider trading to regulate, monitor and report trading by
insiders/designated persons in securities of the Bank. The code inter alia requires pre-clearance for dealing in the
securities and prohibits the purchase or sale of securities while in possession of unpublishe d price sensitive
information and during the year when the trading window is closed during the year.
The policy is available on our website on www.chambalkota.in and web-link http://www.chambalkota.in/
download/C0DE%200F%20FAIR%20DISCL0SURE%20AND%20C0DE%200F%20C0NDUCT.pdf.
The code lays down guidelines advising them on procedures to be followed and disclosures to be made in dealing
with shares of Company.
LISTING OF SECURITIES:
The equity shares of the company are listed with the BSE Limited having Scrip Code: 512301 and confirm that
listing fee has been paid for financial year 2023-24.
POSTAL BALLOT
During the financial year 2023-24, there is no resolution passed through Postal Ballot.
DIRECTORS'' RESPONSIBILITY STATEMENT
In pursuance of section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby state
and confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that
there are no material departures from the same;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliance of provisions of Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V
shall not apply, to the following class of companies:
(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty five crore, as on the last day of the previous financial year:
(b) the listed entity which has listed its specified securities on the SME Exchange:
As such, our Company falls in the ambit of aforesaid exemption (a), hence compliance with the provisions of
Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply on our Company.
Consequently Corporate Governance Report under Regulation 27 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 does not form part of the Annual Report for
the Financial Year 2023-24.
OTHER DISCLOSURES
Other disclosures with respect to Board''s Report as required under the Companies Act, 2013 and the Rules
notified thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are either NIL or NOT APPLICABLE.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the
Company''s Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at
all levels for their continued support.
For and on Behalf of Board of Director
Chambal Breweries & Distilleries Ltd.
Place: Kota
Date: 30.05.2024 Sd/- Sd/-
Anmol Jindal Parasram Jhamnani
Director Chairman and Managing Director
DIN : 07618593 DIN:01266196
Mar 31, 2014
Dear Members,
The Directors have immense pleasure in presenting their Annual Report
on the business and operations of the Company together with Audited
Financial Accounts for the year ended on 31 st March, 2014.
FINANCIAL RESULTS
The highlights of the financial results for the financial year
2013-2014 are as follows:
(Amount in Rs)
Particulars 31.03.2014 31.03.2013
Turnover (FOB) 5,34,02,958.00 4,52,12,017.00
Other Income 3,98,909.00 -
Less:Total Expenditure 5,56,47,768.21 4,46,84,355.16
Bank Charges 1,60,459.56 1,45,357.81
Depreciation 1,39,607.00 1,39,607.00
Profit/(Loss) beforeTax &
extra-ordinary items (21,45,967.77) 2,42,697.03
Add/Less: Extra Ordinary Items
Profit/(Loss) beforeTax (21,45,967.77) 2,42,697.03
Less: Provision for Current Tax - 1,31,500.00
Provision for FBT - -
Provision for Deferred Tax - -
Add: old provision for tax written
back - -
Deferred tax written back - -
Less: Income tax for earlier years (3,372.97) -
Net Profit/ (Loss) afterTax for
the year (21,42,594.80) 1,11,197.03
Earnings Per Share (0.29) 0.01
PERFORMANCE REVIEW
The company is engaged in trading and retailing of IMFL and beer. The
net receipts from Operations during the year under review were Rs.
5,34,02,958.00/- as against Rs. 4,52,12,017/- in the previous year. The
profit/ (Loss) after tax is Rs. (21,42,594.80/-)as against Rs.
1,11,197.03/-in the previous year.The income from operations increased
by 81,90,941/- during the year under review.
DIVIDEND
Due to the losses incurred, the Company does not recommend any dividend
for the year.
RESERVES
The Board has not transferred any amount to General Reserve.
CAPITAL STRUCTURE
During the FY13-14 there is no change in capital structure of the
Company and paid up share capital of the Company stands at Rs.
7,48,87,580/-.
Mr. Parasram Jhamnani, retires by rotation in terms of provisions of
Companies Act, 2013 and Articles of Association of the Company at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
In view of the provisions of Companies Act, 2013, read with the
provisions of the Listing Agreement, one half of the Directors on the
Board of the Company are required to be Independent Director. The
Independent Directors are not being considered for the purpose of
determining the directors liable to retire by rotation. Three of the
existing directors, viz. Mr. Gajraj Singh, Mr. Raj Kumar Jain and Mr.
Anupam Garg are Independent Directors. So far as per the above-referred
three independent directors are concerned, at the ensuing Annual
General Meeting of the Company they are proposed to be appointed as the
Independent Directors of the Company for a term upto 31 st March, 2019
respectively.
A brief resume and other information required under clause 49 of the
listing agreement is included in the Annual Report / Notice of Annual
General Meeting. The Board recommends his re-appointment.
DISCLOSURES / DECLARATIONS
Company has also received the requisite disclosure/declaration from the
entire Directors of Chambal Breweries and Distilleries Limited as per
section 149(6), 164(2) and 184(1) of Companies Act, 2013.
SHIFTING OF REGISTERED OFFICE FROM MUMBAI TO KOTA
The registered office of the Company has shifted from Mumbai,
Maharashtra to Kota, Rajasthan pursuant to order received and confirmed
by the Hon''ble Regional Director, Mumbai dated 05.09.2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreement with stock exchanges, forms part
of this report and is annexed herewith.
LISTING OF SECURITIES
The Equity shares of the company are listed with the Bombay Stock
Exchange Limited and Jaipur Stock Exchange Limited.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS
The company has not issued any Foreign Currency Convertible Bonds
during the last year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
2. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the State of Affairs of the
Company for the financial year ended 31 st March 2014 and of profit of
the Company for that year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate Accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the Annual Accounts on a ''going concern'' basis.
AUDITORS AND AUDITORS'' REPORT
Your board has proposed to change the existing statutory auditor M/s
Bipin Zavar & Associates, Chartered Accountants, Mumbai to M/s. VAG &
Company, Chartered Accountants, Kota at the forthcoming Annual General
Meeting and M/s. VAG & Company, Chartered Accountants have given their
consent for appointment.
The shareholders would be required to elect Auditors from the
conclusion of this Annual General Meeting to the conclusion of sixth
consecutive Annual General Meeting(subject to the ratification of the
appointment by the members at every Annual General Meeting held after
this Annual General Meeting) .
As required under the provisions of Section 139(1) read with Section
141 of the Companies Act, 2013, the Company has obtained a written
certificate from M/s. VAG & Company, Chartered Accountants, Kota to the
effect that their appointment, if made, would be within the prescribed
limits under Section 141(3) (g) of the Companies Act, 2013 and that
they are not disqualified for appointment.
The Board of Directors of the company appreciate the services provided
by M/s Bipin Zavar & Associates, Chartered Accountants the retiring
auditors of the Company who served the company since 2003 and under
whose guidance the company has achieved the great success.
Due care has been taken regarding the requirement of Section 115 of the
Companies Act, 2013.
HUMAN RESOURCE DEVELOPMENT
Our employees are the most valuable asset of the Company. We encourage
innovation, meritocracy and the pursuit of excellence. We are in
continuous process to monitor individual performance. We continue to
have cordial and harmonious relations with its employees.
INTERNAL AUDITOR
As per Section 138 of Companies Act 2013, every Listed Company is
required to appoint an Internal Auditor or a firm of Internal Auditors.
The directors are pleased to confirm the appointment of M/s DCJ and
Associates, Chartered Accountant as an Internal Auditors of the
company.
SECRETARIAL AUDITOR
As per section 204 of Companies Act 2013, every listed company is
required to annex with its Boards report, a Secretarial Audit Report
which shall be issued from the financial year 2014-15 onwards which is
to be given by a Company Secretary in practice.
The directors are pleased to confirm the appointment of M/s V.M. &
Associates, Company Secretaries, Jaipur as Secretarial Auditor of the
company.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, from time to time.
CORPORATE GOVERNANCE
The Company considers Corporate Governance as an important step towards
building investor confidence, improving investor''s protection and
maximizing long term shareholder value. It has implemented all the
provisions of Corporate Governance as stipulated under Clause 49 of the
listing agreement with all the stock exchanges, where the Company is
listed. It has always been a constant endeavor of the Company to adopt
good corporate governance code through independent Board, transparent
disclosures and shareholders empowerment for creating and sustaining
shareholder value. A separate section on Corporate Governance along
with a certificate from the Practicing Company Secretaries, certifying
compliance with stipulations of Clause 49 of listing agreement with the
stock exchanges with regards to the Corporate Governance code is
present elsewhere.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no activities relating to conservation of energy and
technology absorption.
There are no foreign exchange transactions during the year.
EQUAL OPPORTUNITY TO ALL THE EMPLOYEES
The Company has always provided a congenial atmosphere for work to all
sections of the society. Your Company is committed to respect universal
human rights.To that end, the Company practices and seeks to work with
business associates who believe and promote these standards. The
Company is committed to provide equal opportunities at all levels, safe
and healthy workplaces and protecting human health and environment. The
Company provides opportunities to all its employees to improve their
skills and capabilities.
The Company''s commitment extends to its neighboring communities to
improve their educational, cultural, economic and social well-being.
Your Company is an equal opportunity employer and does not discriminate
on the grounds of race, religion, nationality, ethnic origin, colour,
gender, age, citizenship, sexual orientation, marital status or any
disability not affecting the functional requirements of the position
held.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider
trading, the Company has formulated and implemented a comprehensive
Code of Conduct for Prevention of Insider Trading by its management and
employees. The code lays down guidelines advising them on procedures to
be followed and disclosures to be made while dealing with shares of
Company.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Central & State government,
Local Authorities, Client, Vendors, Advisors, Consultants, Associates
at all levels for their continued guidance and support.
Your Directors also wish to place on record their deep sense of
appreciation for their commitment, dedication and hard work put in by
every member of the our Company. To them goes the credit for the
Company''s achievement and to you, our shareholders we are deeply
grateful for the confidence and the faith that you have always reposed
in us.
FOR AND ONTHE BEHALF OFTHE BOARD
Sd/-
PARASRAM JHAMNANI
Chairman
DIN: 01266196
PLACE : KOTA
DATE : 18.10.2014
Mar 31, 2013
Dear Members,
Chambal Breweries And Distilleries Ltd.
The Directors have pleasure in presenting the Annual Report of your
Company along with the statement of Audited Annual Accounts for the
year ended 31 st March, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31 st
March, 2013 is as follows:
Particulars 31.03.2013 31.03.2012
Turn over(FOB) 4,52,12,017.00 4,03,34,835.00
Other Income - -
Less:Total Expenditure 4,48,29,712.97 3,93,81,989.66
Interest - -
Depreciation 1,39,607.00 1,39,607.00
Profit/(Loss) before Tax &
extra-ordinary items 2,42,697.03 8,13,238.34
Add/Less: Extra Ordinary Items - -
Profit/(Loss) before Tax 2,42,697.03 8,13,238.34
Less: Provision for Current Tax 1,31,500.00 3,30,017.00
Provision for FBT - -
Provision for Deferred - -
Tax
Add: old provision for tax written back - -
Deferred tax written back - -
Less: Income tax for earlier years - -
Net Profit/ (Loss) after Tax for the year 1,11,197.03 4,83,221.34
Earnings Per Share .01 .06
PERFORMANCE REVIEW
The company is engaged in trading and retailing of IMFL and beer. The
net receipts from Operations during the year under review were Rs.
4,52,12,01 II- as against Rs. 4,03,34,835/- in the previous year. The
profit/ (Loss) after tax is Rs. 1,11,197.03/ - as against Rs.
4,83,221.34/- in the previous year.The income from operations increased
by 48,77,182/- during the year under review.
DIVIDEND
Bearing in mind the financials and various growth prospects of the
Company, the Directors do not recommend any dividend for the year.
RESERVES
The Board has not transferred any amount to General Reserve. Whole
profit of the Company during the year i.e. Rs. 1,11,197.03/ -
transferred to the profit & loss a/c for the FY 12-13, in compliance
with the relevant provisions of the Companies Act, 1956.
CAPITAL STRUCTURE
During the FY 12-13 there is no change in capital structure of the
Company and paid up share capital of the Company stands at Rs.
7,48,87,580/-.
DIRECTORS
Shri Rajkumar Jain, Director, retires by rotation in terms of
provisions of Companies Act, 1956 and Articles of Association of the
Company at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The retiring Director does not hold
any shares in the company.
A brief resume and other information required under clause 49 of the
listing agreement is included in the Annual Report / Notice of Annual
General Meeting. The Board recommends his re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreement with stock exchanges, forms part
of this report and is annexed herewith.
LISTING OF SECURITIES
The Equity shares of the company are listed with the Bombay Stock
Exchange Limited and Jaipur Stock Exchange Limited.
PUBLIC DEPOSITS
During the year the company has not accepted or renewed any deposits
U/S 58A of the Companies Act, 1956, from public.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS
The company has not issued any Foreign Currency Convertible Bonds
during the last year.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
2. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the State of Affairs of the
Company for the financial year ended 31 st March 2013 and of profit of
the Company for that year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate Accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the Annual Accounts on a ''going concern'' basis.
AUDITORS AND AUDITORS'' REPORT
M/s. Bipin Zavar & Associates, Chartered Accountants, Statutory Auditor
of the Company holds office until the conclusion of the forthcoming
Annual General Meeting and is eligible for re-appointment.The Company
has received a letter from them to the effect that their appointment,
if made, would be within the prescribed limits under Section 224(1 B)
of the Companies Act, 1956. Accordingly, the said Auditor is proposed
to be re-appointed as the Statutory Auditor of the Company for the
financial year 2013-2014 at the ensuing Annual General Meeting.
The notes on the financial statements referred to in the Auditors
Report are self-explanatory and have been explained/ clarified and do
not calls for any further comment.
HUMAN RESOURCE DEVELOPMENT
Our employees are the most valuable asset of the Company. We encourage
innovation, meritocracy and the pursuit of excellence.
We are in continuous process to monitor individual performance. We
continue to have cordial and harmonious relations with its employees.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, from time to time.
CORPORATE GOVERNANCE
The Company considers Corporate Governance as an important step towards
building investor confidence, improving investor''s protection and
maximizing long term shareholder value. It has implemented all the
provisions of Corporate Governance as stipulated under Clause 49 of the
listing agreement with all the stock exchanges, where the Company is
listed. It has always been a constant endeavor of the Company to adopt
good corporate governance code through independent Board, transparent
disclosures and shareholders empowerment for creating and sustaining
shareholder value. A separate section on Corporate Governance along
with a certificate from the Auditors of the Company, certifying
compliance with stipulations of Clause 49 of listing agreement with the
stock exchanges with regards to the Corporate Governance code is
present elsewhere.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no activities relating to conservation of energy and
technology absorption. There are no foreign exchange transactions
during the year.
EQUAL OPPORTUNITY TO ALL THE EMPLOYEES
The Company has always provided a congenial atmosphere for work to all
sections of the society. Your Company is committed to respect universal
human rights. To that end, the Company practices and seeks to work with
business associates who believe and promote these standards.The Company
is committed to provide equal opportunities at all levels, safe and
healthy workplaces and protecting human health and environment. The
Company provides opportunities to all its employees to improve their
skills and capabilities. The Company''s commitment extends to its
neighboring communities to improve their educational, cultural,
economic and social well-being. Your Company is an equal opportunity
employer and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age, citizenship, sexual
orientation, marital status or any disability not affecting the
functional requirements of the position held.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with the SEBI Regulations on prevention of insider
trading, the Company has formulated and implemented a comprehensive
Code of Conduct for Prevention of Insider Trading by its management and
employees. The code lays down guidelines advising them on procedures to
be followed and disclosures to be made while dealing with shares of
Company.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Central & State government,
Local Authorities, Client, Vendors, Advisors, Consultants, Associates
at all levels for their continued guidance and support. Your Directors
also wish to place on record their deep sense of appreciation for their
commitment, dedication and hard work put in by every member of the our
Company.
To them goes the credit for the Company''s achievement and to you, our
shareholders we are deeply grateful for the confidence and the faith
that you have always reposed in us.
For and on behalf of the Board of Directors of
Chambal Breweries And Distilleries Limited
PLACE : KOTA Sd/- Sd/-
DATE : 06.08.2013 PARASRAM JHAMNANI GAJRAJ SINGH
Director Director
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report of your
Company along with Audited Annual Accounts for the year ended 31st
March, 2012.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31 st
March, 2012 is as follows:
Particulars 31.03.2012 31.03.2011
Turnover (FOB) 4,03,34,835 22,58,560
Other Income - -
Less: Total Expenditure 3,95,21,596 24,93,012
Interest - -
Depreciation 1,39,607 2,90,772
Profit/(Loss) before Tax &
extra-ordinary items 8,13,239 (2,34,452)
Add/Less: Extra Ordinary Items - -
Profit / (Loss) beforeTax 8,13,239 (2,34,452)
Less: Provision for Current Tax 3,30,017 17,402
Provision for FBT - -
Provision for Deferred Tax
Add: old provision for tax written back - -
Deferred tax written back - -
Less : Income tax for earlier years - -
Net Profit/ (Loss) after Tax for
the year 4,83,222 (2,51,854)
OPERATIONS
The company is engaged in the trading and retailing of IMFL and beer.
During the year, company made a profit of four lacs, eighty three
thousand, two hundred and twenty two.
LISTING OF SECURITIES
The Equity shares of the company are listed with the Bombay Stock
Exchange limited and Jaipur Stock Exchange Limited. DIVIDEND
Bearing in mind the financials and various growth prospects of the
Company, the Directors do not recommend any dividend for the year.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
DIRECTORS
Shri Anupam Garg, Director, retires by rotation in terms of provisions
of Companies Act, 1956 and Articles of Association of the Company at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment.
AUDITORS
M/s. Bipin Zavar & Associates, Chartered Accountants, Statutory
Auditors of the Company holds office until the conclusion of the
forthcoming Annual General Meeting and is eligible for re-appointment.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956. Accordingly, the said
Auditors are proposed to be re-appointed as auditors of the Company for
the financial year 2012- 2013 at the ensuing Annual General Meeting. The
notes to the accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
HUMAN RESOURCE DEVELOPMENT
Human capital continues to be a vital resource for the Company. The
Company has a continuous process to monitor individual performance. The
Company continued to have cordial and harmonious relations with its
employees.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreements with stock exchanges, forms part
of this report and is annexed herewith.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, your
Directors confirmed that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
2. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the State of Affairs of the
Company for the financial year ended 31st March 2012 and of profit of
the Company for that year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate Accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the Annual Accounts on a 'going concern' basis.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, from time to time.
CORPORATE GOVERNANCE
The Company considers Corporate Governance as an important step towards
building investor confidence, improve investor's protection and
maximize long term shareholder value. It has implemented all the
provisions of the Corporate Governance as stipulated under Clause 49 of
the listing agreements with all the stock exchanges, where the Company
is listed It has always been a constant endeavor of the Company to
adopt good corporate governance code through independent Board,
transparent disclosures and shareholders empowerment for creating and
sustaining shareholder value. A separate section on Corporate
Governance along with a certificate from the Auditors of the Company,
certifying compliance of stipulations of Clause 49 of listing
agreements with the stock exchanges with regards to the Corporate
Governance code is present elsewhere.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no activities relating to conservation of energy and
technology absorption.
There are no foreign exchange transactions during the year.
For and on behalf of the Board of Directors
Sd/-
Parasram Jhamnani
Chairman
PLACE : Kota
DATE : 14.08.2012
Mar 31, 2010
The Directors Take pleasure in presenting the Annual Report together
with audited statement of accounts of the Company for the year ended on
31st March 2010.
FINANCIAL HIGHLIGHTS
Rs. In lacs
Particulars Current Year Previous Year
Total Income 13.35 0.00
Less : Expenditure 17.13 6.60
Profit Before Tax (3.77) (6.60)
Profit After Tax (3.86) (6.60)
Profit / (Loss) Brought Forward (6.13) 0.47
Balance Carried to Balance Sheet (9.99) (6.13)
DIVIDEND
In view of the losses during the current year, your directors are
unable to recommend any dividend for the year.
PUBLIC DEPOSITS
During the year the company has not accepted any deposit u/s. 58A of
the Companies Act, 1956 and rules framed there under.
AUDITORS
M/s. Bipin Zavar & Associates, Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
under section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such appointment within the meaning of Section 226 of
the Companies Act, 1956.
Your Directors recommend re-appointment of M/s. Bipin Zavar &
Associates as the Statutory Auditors of the Company for the current
financial year and fixation of their remuneration.
AUDITORS' REPORT
The Auditors' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
DIRECTORS
In accordance with the Companies Act, 1956, Mr. Raj Kumar Jain, who is
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment. A motion for the
re-appointment of Mr. Raj Kumar Jain, as Director of the Company will
be placed before the Members in the ensuing AGM.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no activities relating to conservation of energy and
technology absorption There are no foreign exchange transactions during
the year.
PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed under Section 217 (2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended till date.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) in preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any;
(ii) they have selected the accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year under review and for the
loss of the Company for the same period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) they have prepared the Annual Accounts on a going concern basis.
CORPORATE GOVERNANCE
The Company has complied with the mandatory statutory requirement of
corporate Governance specified by the SEBI through Clause 49 of the
Listing Agreement. As required by the said clause, a separate report on
the Corporate Governance together with the Management Discussion and
Analysis Report forms part of this Annual Report.
A certificate from the Auditor of the company regarding compliance of
conditions of Corporate Governance has been obtained and enclosed to
this report.
LISTING OF SECURITIES
The Equity shares of the company are listed with the Bombay Stock
Exchange limited and Jaipur Stock Exchange Limited. The trading in
Equity shares of the company is currently suspended at both the
exchanges.
ACKNOWLEDGEMENTS
Your Directors thank the Company's Bankers and other statutory
authorities for their continued support to the Company. The Directors
express their gratitude for the support and guidance received from its
shareholders. The Directors also express their sincere thanks and
appreciation to all the employees for their commendable teamwork and
contribution during the year.
By order of the board
For Chambal Breweries & Distilleries
Limited
PLACE: MUMBAI
DATE: August 27, 2010 CHAIRMAN
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