| Dear Members,
The directors have immense pleasure in presenting their Annual Report
on the business operations of the Company together with Audited
Financial Statements for the year ended on 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(Amount in Rs.)
PARTICULARS F.Y. 2014-15 F.Y. 2013-14
Income from Operations 18,35,171.00 5,34,02,958.00
Less: Total Expenses 29,63,777.54 5,59,47,834.77
Profit/(Loss) from operations
before other Income, finance costs (11,28,606.54) (25,44,876.77)
and exceptional items
Add: Other Income 13,89,370.00 3,98,909.00
Profit/(Loss) from ordinary
activities before finance costs, 2,60,763.46 (21,45,967.77)
exceptional items and Tax
Less: Finance cost 0.00 0.00
Profit/(Loss) from ordinary
activities after finance costs but 2,60,763.46 (21,45,967.77)
before exceptional items and Tax
Less: Taxation (including FBT &
Deferred Taxation) 75,000.00 (3372.97)
Net Profit / (Loss) after Tax &
exceptional items 1,85,763.46 (21,42,594.80)
Amount to be carry to General
Reserve 1,85,763.46 -
The Company is engaged in trading and retailing of IMFL and beer. The
net receipts from Operations during the year under review
18,35,171.00/-as against 5,34,02,958.00/- in the previous year. The
profit/ (Loss) after tax is Rs. 1,85,763.46/- as against Rs.
(21,42,594.80)/- in the previous year.
TRANSFER TO RESERVES
During the F.Y. 2014-15 company net profits after tax were Rs.
1,85,763.46/- . For the expansion of business and operation of the
Company your Company board proposes to transfersame to General Reserve.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the company between 31st March 2015 to the date of approval
of Board's Report.
DIVIDEND:
After evaluation of the financial position of the Company in the
interest of the Company, your Directors do not recommend any dividend
for the year ended 31st March, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
During the year under review, the company has not provided any loan to
any person or other body corporate; neither it has 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.
CAPITAL STRUCTURE
During the FY 2014-15 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 lac eighty seven thousand
and five hundred and eighty).
FIXED DEPOSITS
The Company has not invited, accepted or renewed any fixed deposits
from public within the meaning of Section73 of the Companies Act, 2013,
read with The Companies (Acceptance of Deposits) Rules, 2014 during the
year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
No such material legal decision has been passed during the year which
may affect the going concern status of the company.
DIRECTORS AND KEY MANANGERIAL PERSONEL:
Ms. Swathi Rajendra Betalkar who was appointed as an Additional
Executive Director of the Company holds office up to the date of
ensuing Annual General Meeting of the Company. Her appointment for the
office of Whole Time Director for a term upto of Three years w.e.f. 30
th March, 2015 is placed before the members for consideration and
approval.
Ms. Parasram Jhamnani who is Chairman & Non Executive Director of the
Company having more than 25 years experience in the field of operation
of the Company.
During the year, Mr. Lalit Modi was appointed as Company Secretary of
the Company, pursuant to Section 203 of the Companies Act, 2013 read
with the rules made there under
During the year, Mr. Vinod Jhamnani was re-appointedas Chief Financial
Officer (CFO) of the Company, pursuant to Section 203 of the Companies
Act, 2013 read with the rules made there under.
BOARD MEETINGS:
The Board of Directors met eight(8) times during this financial year
2014-15 on dated 5th April 2014, 30thMay 2014,12th August, 2014,18th
October 2014, 15th November 2014,22th December 2014,10th February 2015
& 30th March 2015. Frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013 and the
Listing Agreement entered into by the company with the Stock Exchanges.
DISCLOSURE / DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Company has also received the disclosure / declarations form entire
Directors of Chambal Breweries & Distilleries Limited as per Section
149(7) of the Companies Act, 2013.
None of the directors are disqualified for appointment under the
provisions of Companies Act, 2013 and all independent Director(s) of
the company viz., Mr. Raj Kumar Jain, Mr. Gajraj Singh and Mr. Anupam
Garg have submitted the declaration of independence as required
pursuant to section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013.
EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013, a separate
exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board who were evaluated on
parameters such as their presence, leadership, level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The board also carried out
annual performance evaluation of the working of its Audit, Nomination
and Remuneration as well as stakeholder relationship committee. The
Directors expressed their satisfaction with the evaluation process.
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
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Subsidiary Company: Nil
Joint Venture: Nil
Associate Company: Two
Name CIN Address
RAJASTHAN TELEMATICS U64201RJ1986PLC003681 G - 247, ROAD NO 5,
LIMITED INDRAPRASTHA
INDUSTRIAL AREA,
KOTA, RAJASTHAN-
324005, INDIA
K.K.DISTILLERIES PVT U15511RJ1988PTC004659 E9, INDUSTRIAL AREA,
LTD. KOTA RAJASTHAN,
INDIA
Name % of shares
held
RAJASTHAN TELEMATICS 31.25
LIMITED
K.K.DISTILLERIES PVT 33.33
LTD.
AUDITOR AND AUDITOR'S REPORT
M/s VAG & Company, Chartered Accountants, Kota (Firm registration
Number: 003014C ), were appointed as Statutory Auditors of the Company
at the Annual General Meeting held on 29th November, 2014 for a period
of five years subject to ratification of appointment by the members at
every consequent Annual General Meeting. Therefore, ratification of
appointment of Statutory Auditors is being sought from the members. The
company has received letter from M/s. VAG & Company, Chartered
Accountants to the effect that their appointment, if made, would be
within the prescribed limits under Section 139 of the Companies Act,
2013 and that they are not disqualified for appointment within the
meaning of Section 141 of the said Act.
The qualifications/observations of the Auditors are self-explanatory
and have been explained / clarified wherever necessary in appropriate
notes to Accounts.
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, are
forming part of this report as (Annexure "I").
NOMINATION & REMUNERATION POLICY:
The Company follows a policy on "Nomination and Remuneration of
Directors, Key managerial Personnel and Senior Management". The policy
is approved by the Nomination & Remuneration Committee and the Board.
More details on the same are given in (Annexure "II")
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act 2013
read with The Companies (Accounts) Rules, 2014, Every Listed Company is
required to appoint an Internal Auditor to carry out Internal Audit of
the Company.
The Board has appointed M/s DCJ and Associates, Chartered Accountants,
Kota (FRN: 015039c) as Internal Auditor of the Company to carry out the
internal audit of the company for the F.Y. 2014-15.
The Internal Audit report for the financial year ended 31 March, 2015
is self explanatory and does not call for any further comments.
The Board has also re- appointed M/s DCJ and Associates, Chartered
Accountants, Kota (FRN: 015039c) as Internal Auditor of the Company for
the F.Y. 2015-16.
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 V. M. & Associates,
Company Secretaries in Practice, Jaipur (FRN: P1984RJ039200) as
Secretarial Auditor of the Company to carry out the secretarial audit
of the company for the F.Y. 2014-15. The Secretarial Audit Report is
annexed herewith as (ANNEXURE "III").
The Secretarial Audit report for the financial year ended 31 March,
2015 is self explanatory and does not call for any further comments.
The board has also re-appointed M/s V. M. & Associates, Company
Secretaries in Practice, Jaipur as Secretarial Auditor of the Company
for the F.Y. 2015-16.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The operations of your company are not energy intensive, Furthermore,
the Company does not have any manufacturing activity during financial
year 2014-15. The Report is annexed herewith as (ANNEXURE "IV").
Foreign exchange earnings and outgo is reported to be Nil during the
financial year.
RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements entered into by the company in
accordance with provisions of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions 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. The Report is annexed herewith as
(ANNEXURE "V").
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of The Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT-9 as on the financial year
ended 31st,March, 2015 forms part of this Annual Report (ANNEXURE "VI")
AUDIT COMMITTEE
The Audit Committee has been re-constituted as per Section 177 of the
Companies Act, 2013 and the Listing Agreement with the Stock Exchange.
Composition
The Audit Committee consists of 4(Four) directors out of which three
(3) are Independent Director on the last day of financial year 2014-15
and is chaired by Mr. Raj kumar Jain, an Independent and non Executive
Director. The composition is strictly according with the provision of
the section 177 of the Companies Act, 2013 and Listing Agreement
entered with Stock Exchange.
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
None of the employees of the company was in receipt of the remuneration
exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule
2 of The Companies (Appointment and Remuneration of Managerial
Personnel) of the Companies Act, 2013 during the year under review.
EQUAL OPPORTUNITY TO ALL THE EMPLOYEES
The Company has always provided a congenial atmosphere forwork to all
sections of the society. Your Company is committed to respect universal
human right. To that end, the company practice and seeks to work with
business associates who be live and promote these standards. The
Company is committed to provide equal opportunities as all levels, safe
and healthy work places and protection human health and environment.
The Company provides opportunities to its entire employee 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, color,
gender, citizenship, sexual orientation, marital status or any
disability not affecting the functional requirements of the position
held.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per section 177 of the Companies Act, 2013 it is mandatory to
establish a vigil mechanism for their director and employee to report
their grievance by every listed Company
Your company has established a vigil mechanism; the details vigilance
officer is as under:
Name: Mr. Raj kumar Jain, Independent Director
Address: 94, Jain Gali, Rampura, ward no. 50, Arysamaj Road,Rampura,
Tehsil - Ladpura, Kota- 324009, and Rajasthan
Email: cbdl@chambalkota.in
With the rapid expansion of the Business in terms of volume. Value and
geography, the risk associated with each of them has also increased
considerably, one such risk identified is the risk of fraud and
misconduct. The strengthen the process of conducting business in a
fair, transparent and ethical manner the company has set up a vigil
mechanism. The Company takes any activity of fraud or misconduct very
seriously. This Policy is intended to govern reporting and
investigation of allegation on violations of the Code of Conduct of the
Company, for which a dedicated email id cbdl@chambalkota.in has been
establish. Mr. Raj Kumar Jain, Chairman of Audit Committee of the
Company has been nominated by the Board as Ombuds person for this
purpose. No employee was denied access to the Audit committee during
the year.
RISK MANAGEMENT
For the purpose of risk management your company has constituted Risk
Management Committee on 22nd December 2014 whose primary responsibility
is to:
- Discuss with senior management, the Company's Enterprise Risk
Management (ERM) and provide Direction as may be needed;
- Reviewing risk disclosure statements in any public documents or
disclosures
- The Risk management framework of the Company seeks to minimize
adverse impact of risks on our key business objectives and enables the
Company to leverage market opportunities effectively.
- The various key risks to key business objectives are as follows:
Liquidity Risk: It is the risk that the Company will be unable to meet
its financial commitment to a Bank/ Financial Institution in any
location, any currency at any point in time. Liquidity risk can
manifest in three different dimensions for the Company.
Funding Risk: To replace net outflows due to unanticipated out flows.
Time Risk: To compensate for non receipt of expected inflows of funds.
Call Risk: Due to crystallization of contingent liabilities or
inability to undertake profitable business opportunities when
desirable.
Interest Rate Risk: It is the risk where changes in market interest
rates might adversely affect the Company's financial condition. The
short term/immediate impact of changes in interest rates are on the
Company's Net Interest Income (NII). On a longer term, changes in
interest rates impact the cash flows on the assets, liabilities and
off-balance sheet items, giving rise to a risk to the net worth of the
Company arising out of all re-pricing mismatches and other interest
rate sensitive positions.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual through various interventions and
practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including
sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
No of complaints received : NIL No of complaints disposed off: NIL
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES:
In compliance with 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
employee. Which is available on website of the company on
www.chambalkota.in
The code lays down guidelines advising them on procedures to be
followed and disclosures to be made dealing with shares of Company,
LISTING OF SECURITIES:
The equity shares of the company are Listed with the BSE Limited and
the listing fee for the year 2015-16 has been duly paid. Scrip Code:
512301
Postal Ballot
During the financial year 2014-15, Three (3) resolutions were passed
through Postal Ballot. The said special resolutions were passed for
authorizing the Board for following items:
a. To shift Registered Office from the STATE OF MAHARASHTRA TO STATE
OF RAJASTHAN pursuant to Section 12 of the Companies Act, 2013
b. To sell, dispose off and / or transfer of whole or substantially
whole of company's undertaking pursuant to u/s 180(1)(a) of the
Companies Act, 2013
c. To to borrow money upto a sum of Rs. 10,00,00,000/- (Rupees Ten
Crores Only) pursuant to u/s 180(1)(C) of the Companies Act, 2013
RESULT OF VOTING ARE AS BELOW:
Resolut- Total Votes Votes in assentof
ion no proposed resolution
1 3241082 3234682
2 3241082 3234682
3 3241082 3234682
Resolut- Votes in dissent of Results
ion no proposed resolution
1 5400 99.80% in favor of the
proposed resolution.
2 5400 99.80% in favor of the
proposed resolution.
3 5400 99.80% in favor of the
proposed resolution.
None of the business proposed to be transacted in the ensuing Annual
General Meeting, requires passing 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; and
(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.
(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
MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th
September, 2014, compliance with the provisions of Clause 49 is not
mandatory for the time being, in respect of the following class of
companies:
a. Companies having paid up equity share capital not exceeding Rs.10
crore and Net Worth not exceeding Rs.25 crore, as on the last day of
the previous financial year;
b. Companies whose equity share capital is listed exclusively on the
SME and SME-ITP Platforms.
As such our Company falls in the ambit of aforesaid exemption (a);
hence compliance with the provisions of Clause 49 of the Listing
Agreement is not mandatory for our Company.
Consequently Management Discussion & Analysis report and Corporate
Governance Report under Clause 49 of the Listing Agreement does not
form part of the Annual Report for the Financial Year 2014-15
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 of the
CHAMBAL BREWERIES & DISTILLERIES LTD
Place: Kota SD/- SD/-
Date: 8.08.2015 Raj kumar Jain Parasram Jhamnani
DIRECTOR CHAIRMAN
DIN: 05182042 DIN:01266196
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