Chambal Breweries & Distilleries Ltd Directors Report.

Dear Members,

CHAMBAL BREWERIES AND DISTILLERIES LIMITED

Your directors have immense pleasure in presenting their 3 5th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended on 31stMarch, 2020.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

(Amount in Rs.)
PARTICULARS F.Y. 2019-20 F.Y. 2018-19
Revenue from Operations 0 0
Less: Total Expenses 1288790.50 1180759.72
Profit/(Loss) from operations before other Income, finance costs and exceptional items (1288790.50) (1180759.72)
Add: Other Income 1433230.00 1303980.00
Profit/(Loss) from ordinary activities before finance costs, exceptional items and Tax 144439.50 123220.28
Less: Finance cost 0 0
Profit/(Loss) from ordinary activities after finance costs but before exceptional items and Tax 144439.50 123220.28
Less: Taxation (including FBT & Deferred Taxation) 0 327475.00
Net Profit / (Loss) after Tax & exceptional items (61412560.50) (15655082.87)

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS 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 retails selling of IMFL and beer during financial year 2016-17, 2017- 18,2018-19 and 2019-20 and the total Revenue from operations of the company was Nil while other income during the year under review was Rs. 1433230.00/-. Further, the company has incurred total expenditure of Rs. 1288790.50/- as against expenditure of Rs. 1180759.72/- incurred during the previous financial year. Although the company has no profit after tax during the under review, due to written-off the Capital Investment as mention in financial statements., 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:

Considering losses, no dividend has been recommended by the Board of Directors of the Company.

CHANGE IN THE NATURE OF BUSINESS

There are no Change in the nature of Business of the Company during the financial year.

MATERIAL CHANGES AND COMMITMENTS

The COVID-19 pandemic is a global humanitarian and health crisis. The actions taken by various governments to contain the pandemic, such as closing of borders and lockdown restrictions, resulted in significant disruption to people and businesses. Consequently, market demand and supply chains have been affected, significantly increasing the risk of a global economic recession.

There is no effect of COVID-19 pandemic on the operational performance of the Company and no material changes occurred and no commitments took place between 31st March 2020 and the date of Boards Report which can affect 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 2019-20 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 employees stock options given by the company during the Financial year 2019-20.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Following changes took place in the Board of directors of the company during the year 2019-20:

1. Mr. Anupam Garg (DIN: 05182137) Independent Director of the company has tendered his resignation w.e.f. 14.11.2019 with effect from closer of business hours from directorship of the company The Board has, at its meeting held on 14.11.2019, noted the resignation of Mr. Anupam Garg and the Board places on record the immense contributions made by Mr. Anupam Garg to the growth of your Company.

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 his re-appointment of her and Mr. Parasram Jhamnani (DIN:01266196) retired by rotation in previous AGM held on 11th September 2019 was re-appointed by the shareholders.

3. Mr. Parasram Jhamnani (DIN:01266196) was re-appointed as an Chairman and Managing Director of the company for a period of Three Years w.e.f. 11th August 2019.

4. Ms. Amrita Modi (DIN: 07761166) was re-appointed as a Non-Executive Director of the company for the period upto 30th September 2021.

5. as per the recommendation received form Nomination and remuneration committee of the company Approval of Shareholders is sought for appointment of Mr, Anmol Jindat(DIN: 07618593) as an Independent Director of the Company at this AGM for a period of five year w.e.f. 25th September 2020. The Board recommends his appointment in this AGM. Brief Profile of Mr. Anmol Jindalis given in the Notice of the AGM

Except aforesaid changes, no other changes took place in the directors of the company during the year under review.

Further, no changes occurred in the KMP during the year under review.

DISCLOSURE / DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Company has received the disclosure / declarations from all Independent Directors of the Company viz., Mr. Raj Kumar :ain and Mr. Gajraj Singh as required under 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 and Regulation 16(l)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors fulfills the all conditions of Independent Directors.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

BOARD MEETINGS:

The Board of Directors met four (4) times during the financial year 2019-20 on 25.05.2019, 03.08.2019, 14.11.2019 and 12.02.2020. 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. The Board meetings are held within 45 days from the end of the quarter in the manner that it coincides with the

announcement of quarterly results. Time gap between two consecutive meetings does not exceed 120 days. In case of an urgent necessity, additional Board meetings are called.

Attendance of Directors in AGM and Board meetings held during the financial year 2019-20 are as follows:

Name of Director

In previous AGM

Board meeting

% of Attenda nee

25.05.2019 03.08.2019 14.11.2019 12.02.2020
Mr. Parasram Jhamnani Yes Yes Yes Yes Yes 100%
Mr. Raj Kumar Jain Yes Yes Yes Yes Yes 100%
Mr. Gajraj Singh Yes Yes Yes Yes Yes 100%
Mr. Anupam Garg Yes Yes Yes Yes NA 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 consists of 3(Three) directors out of which Two (2) are Independent Director as on the last day of financial year 2019-20 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. Gajraj Singh Member Independent
3 Mr. Parasram Jhamnani Member Executive

Mr. Raj Kumar Jain (DIN: 05182042), Chairman of Audit Committee attended previous AGM held on 11th September, 2019. 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 2019-20 as follows:

Name of Director

Date of Meeting

%of

Attendance

25.05.2019 03.08.2019 14.11.2019 12.02.2020
Mr. Raj Kumar Jain Yes Yes Yes Yes 100%
Mr, Gajraj Singh Yes Yes Yes Yes 100%
Mr. Anupam Garg Yes Yes Yes N.A. 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 Director as on the last day of financial year 2019-20 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. Gajraj Singh Member Independent
3 Mr. Parasram jhamnani Member Executive

Attendance at Stakeholders Relationship Committee meetings held during the financial year 2019-20 are as follows:

Name of Director

Date of Meeting

% of

Attendances

25.05.2019 03.08.2019 14.11.2019 12.02.2020
Mr. Raj Kumar Jain Yes Yes Yes Yes 100%
Mr. Gajraj Singh Yes Yes Yes Yes 100%
Mr. Anupam Garg Yes Yes Yes N.A. 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 2019-20 and is chaired by Mr. Raj Kumar Jain, an independent Director. Composition of Committee as follows:

S. No. Name Position Category
1 Mr. Raj Kumar fain Chairman Independent
2 Mr. Gajraj Singh Member independent
3 Mr. Parasram jhamnani Member Executive

Mr. Anupam Garg (DIN: 05182137) Independent Director who is also members of the Nomination and remuneration committee of the company has tendered his resignation w.e.f. 14.11.2019 from the post of directorship of the company. Hence Mr. Anupam Garg is also ceased from the members of Nomination and remuneration committee.

Mr. Parasram Jhamnani (DIN: 01266196) included as an member of Nomination and remuneration committee w.e.f. 14.11.2019

Attendance at Nomination and Remuneration Committee meetings held during the financial year 2019-20 as follows:

Name of Director

Date of Meeting

% of Attendances
25.05.2019 03.08.2019 12.02.2020
Mr. Raj Kumar Jain Yes Yes Yes 100%
Mr. Gajraj Singh Yes Yes Yes 100%
Mr. Anupam Garg Yes Yes N.A. 100%
Mr. Parasram Jhamnani N.A. N.A. Yes 100%

NOMINATION & REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated, for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and performance evaluation and other matters provided under Section 178(3) of the Companies Act, 2013. nomination and remuneration policy of the Company which lays down the criteria for determining qualifications; competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at www.chambalkota .in, and on weblink http://www.chairibalkota.in/download/ Nomination%20&%20Remuneration%2Qpolicv.pdf

We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMPs/ INDIVIDUAL DIRECTORS

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.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc. The performance evaluation Board as a whole was carried out by the entire board.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc The performance evaluation of the working of its Audit Committee, Nomination and Remuneration Committee as well as Stakeholders Relationship Committee was carried out by the entire board.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

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 issued by internal auditors of the company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/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. 2020 were on an arms 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

For the purpose of risk management, your company has adopted Risk Management policy and framework.

- 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 outflows.

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 Companys financial condition. The short term/immediate impact of changes in interest rates are on the Companys Net Interest Income (Nil], 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per section 177 of the Companies Act, 2013 it is mandatory for every listed company to establish a vigil mechanism for their directors and employees to report their grievance.

Your company has a well established vigil mechanism; the details of 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, Rajasthan

Email: cbdlrajkumariain(aigmail.com

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. To 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, It also provides for adequate safeguards against the victimization of employees who avail the mechanism. 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 established. Mr. Raj Kumar jain, Chairman of Audit Committee of the Company has been nominated by the Board as Ombudsperson for this purpose. No employee was denied access to the Audit committee during the year. Whistle Blower Policy is available on web link of the company on http://www.channbalkota.in/download/whistle %20blower%20policv.pdf

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 companys 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 34*11 Annual General Meeting of the Company to hold office tilt the conclusion of the 39thAnnual 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 Auditors Report attached to Financial Statements of company as at 31st March, 2020 Information referred in Auditors Report are selfexplanatory and do not cal! for any further comments.

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. 2019-20.

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 2019-20 were duly looked into by the Management from time to time.

The Board has also re-appointed the aforesaid firm as Interna! Auditor to conduct the internal audit of the Company for the F.Y. 2020-21 in Board Meeting held on datel5th June 2020.

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, Jaipur (FRN: P1984RJ039200) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F.Y. 2019-20, The Secretarial Audit Report as received from the aforesaid secretarial auditors in form MR-3 for the F.Y, 2019-20 is annexed herewith as ANNEXURE "I".

The Secretarial Audit report for the financial year ended 31st March, 2020 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 V. M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor to conduct secretarial audit of the Company for the F.Y. 2020-21 in Board meeting heid on date IS* June 2020.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor and internal auditor during the financial year 2019-20 has reported any fraud .under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Company has complied with all applicable secretarial standards on company during the financial year 201920.

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 2019-20.

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, 2014information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in (ANNEXURE "11") 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 "111")

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 Form MGT- 9 as on the financial year ended on 31st March, 2020 forms part of this Annual Report as (ANNEXURE TV")

HUMAN RESOURCE DEVELOPMENT

Our employees are the most valuable asset of the Company. We encourage innovation, meritocracy and the pursuit of excellence; and we are in continuous process to monitor individual performance. We continue to have cordial and harmonious relations with its employees.

PARTICULARS OF EMPLOYEESAND RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of the remuneration of each director to the median employees 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) Ruies, 2014, are provided in Annexure "Vr Forming part of this report.

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 right

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 Companys 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.

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 (India) 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 201920

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:

During the year, the Company amended the Insider Trading Policy effective from April 1, 2019 in line with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.. This policy includes policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI and other amendments .

The amended policy is available on our website on www.chambalkota.in and web-link

httD://www.chambalkota.in/download/Code%20of%20conduct%20pursuant%20to%205EBI%20(Prohibiti on%20of%20ln5ider%20Trading)%20Regulation%202015.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 2019-20.

POSTAL BALLOT

During the financial year 2019-20, 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) 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 Listing Regulations 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 2019-20.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Companys 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.
Sd/- Sd/-
Raj Kumar Jain Director DIN: 05182042 Parasram Jhamnani Chairman and Managing Director DIN:01266196

Place: Kota Date: 10.08.2020