BOARD'S REPORT Dear Members, CHAMBAL BREWERIES & DISTILLERIES LTD. Your 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. 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. 30th 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 / DECLARATIONOF 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 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 themedian employee's remuneration and other details in termsof 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 anddisposed 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 proceduresto 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 BSELimited 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 up to a sum of Rs. 10,00,00,000/- (Rupees Ten Crores Only) pursuant to u/s 180.1).C) of the Companies Act, 2013 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 goingconcern 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 respectof 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 SD/- Parasram Jhamnani CHAIRMAN DIN: 05182042 SD/- Raj kumar Jain DIRECTOR DIN:01266196 Place: Kota Date: 8.08.2015 |