Dear Members,
CHAMBAL BREWERIES AND DISTILLERIES LIMITED
Your directors have immense pleasure in presenting their 38th Annual Report
on the business and operations of the Company together with Audited Financial Statements
for the year ended on 31st March, 2023
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
(in Rs.)
| PARTICULARS |
F.Y. 2022 -23 |
F.Y. 2021 -22 |
| Revenue from Operations |
0 |
0 |
| Other Income |
1070806.00 |
1592708.00 |
| Total Income |
1070806.00 |
1592708.00 |
| Less: Total Expenses |
2135632.37 |
2144611.00 |
| Profit/(Loss) from ordinary activities before finance costs, exceptional items and
Tax |
(1064826.37) |
(551903) |
| Less: Exceptional items |
2669232.00 |
0 |
| Profit/(Loss) from ordinary activities after finance costs, after exceptional items
but before tax. |
(3734058.37) |
(551903) |
| Less: Taxation (including FBT & Deferred Taxation) |
0 |
0 |
| Net Profit / (Loss) after Tax & exceptional items |
(3734058.37) |
(551903) |
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 and
2022-23 the total Revenue from operations of the company was Nil while other income during
the year under review was Rs. 1070806.00/-. Further, the company has incurred total
expenditure of Rs. 213563 -.37/- as against expenditure of Rs. 2144611.00/- 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, 2023. Your company did not carry any business activity during financial
year under review.
MATERIAL CHANGES AND COMMITMENTS
In pursuance to Section 134(3) (1) 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 FINANCIAL STATEMENT OR THE REPORT
There was no change made in the financial statements or the Report in respect of three
preceding financial years either voluntarily or pursuant to the order of a judicial
authority.
CAPITAL STRUCTURE
During the FY 2022-23 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 employee's stock options given by the company during the financial year
2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mr. Parasram Jhamnani (DIN: 01266196) retires by rotation and being eligible offers
himself for re -appointment at the ensuing Annual General Meeting of the Company. Based on
the performance evaluation and recommendation of the Nomination and Remuneration
Committee, the Board recommends his re-appointment of him.
2. Ms. Amrita Modi (DIN: 07761166) retired by rotation in previous AGM held on 19to
September 2022 was re- appointed by the shareholders.
Except aforesaid changes further no changes occurred in the KMP during the year under
review.
DISCLOSURE / 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(l)(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 2022-23. 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
2022-23 are as follows:
| Name of Director |
In previous AGM |
Board meeting |
%of Attendance |
|
|
30.05.2022 |
10.08.2022 |
10.11.2022 |
10.02.2023 |
|
| 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% |
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 2022-23. 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 2022-23 and is chaired by Mr.
Raj Kumar fain, an Independent Director. Composition of Committee is as follows:
| S. No. Name |
Position |
Category |
| 1 Mr. Raj Kumar lain |
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 19th September 2022. 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 2022-23 as
follows:
| Name of Director |
Date of Meeting |
% of Attendance |
|
30.05.2022 |
10.08.2022 |
10.11.2022 |
10.02.2023 |
|
| Mr. Raj Kumar fain |
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 Stakeholders' Relationship Committee consists of 3 (Three) directors out of which
Two (2) are Independent Directors as on the last day of financial year 2022-23 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 Stakeholders' Relationship Committee meetings held during the financial
year 2022-23 are as follows:
| Name of Director |
Date of Meeting |
% of Attendance |
|
30.05.2022 |
10.08.2022 |
10.11.2022 |
10.02.2023 |
|
| 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% |
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 2022-23 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 lain |
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 2022-23 as follows:
| Name of Director |
Date of Meeting |
% of Attendances |
|
30.05.2022 |
10.08.2022 |
|
| Mr. Raj Kumar Jain |
Yes |
Yes |
100% |
| Mr. Anmol Jindal |
Yes |
Yes |
100% |
| Ms. 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&%20Remuneration%20policv.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 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 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/JOINTVENTURES/ASSOCIATE COMPANIES
| Subsidiary Company: |
Nil |
| Joint Venture: |
Nil |
FIXED DEPOSITS
The Company has neither invited nor accepted or renewed any fixed deposits from public
within the meaning of Section 73-76 of the Companies Act, 2013, read with The Companies
(Acceptance of Deposits) Rules, 2014 during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the year under review, the company has not given any guarantee or provided
security in connection with a loan nor it has acquired by way of subscription, purchase or
otherwise the securities of any other body corporate. Further the particulars of the Loans
given and advances made by the company are provided in the Note No. 5 of financial
statements of the company.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended
on 31st March, 2023 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 Company's 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 Company's
website at http://www.chambalkota.in/ and the web link i.e.
http://www.chambaikota.in/downioad/Risk%20management%2Qpolicy.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 behavior 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 Company's website at the
weblink i.e. http://www.chambalkota.in/download/whistle%20blower%20policy.pdf during the
financial year, no whistle blower event was reported and mechanism is functioning well. No
personnel have been denied access to the Audit Committee. .
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No such material legal decision has been passed during the year by the regulators or
courts or tribunals which may affect the going concern status of the company and company's
operation in future.
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 34ft Annual
General Meeting of the Company to hold office till the conclusion of the 39th
Annual General Meeting of the company. Accordingly, M/s VAG & Company, Chartered
Accountants, Kota will continue as statutory auditors of the Company till the conclusion
of the Annual General Meeting to be held for the financial year ended on 31st March 2024.
There is no reservation, qualification or adverse remark contained in the Auditor's
Report attached to Financial Statements of company as at 31st March, 2023 Information
referred in Auditor's Report are self-explanatory and do not call for any further
comments.
During the financial year 2022-23, 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. 2022-23 .
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 20 22- 23 were duly looked into by
the Management from time to time.
During the financial year 2022-23, 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. 2023-24.
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. 2022-23 . The Secretarial Audit Report as received from the
aforesaid secretarial auditors in form MR-3 for the F.Y. 2022-23 is annexed herewith as (ANNEXURE
"I").
The Secretarial Audit report for the financial year ended 31st March, 2023 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. 2023-24.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Company has complied with all secretarial standards applicable on company during the
financial year 2022-23.
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 2022 -23
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 B of the Companies
(Accounts) Rules, 2014 information on conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in (ANNEXURE "II") to this
report
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed discussion on the industrial structure, development opportunities, threats,
review of operational performance and risks, as required under Regulation 34 of the
Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements)
Regulations, 2015, forms part of this report as (ANNEXURE "III")
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 2023 in
the prescribed form MGT-7 is disclosed on the website of the 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 employee's remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and the statement containing particulars of employees as required
under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in
(Annexure "IV") 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 2022-23
| 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 unpublished 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.ehamhalkota.in/downlo.
3/CODE%200F%20FAJR%20DISCLOSURE%20AND%20CODE%200F%20CQNDUCT.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 2022-23.
POSTAL BALLOT
During the financial year 2022-23, 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 foil owing 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 2022-23.
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: 10.05.2023 |
Sd/- |
Sd/- |
|
Raj Kumar Jain |
Parasram jhamnani |
|
Director |
Chairman and Managing Director |
|
DIN:05182042 |
DIN:01266196 |
|