Chambal Breweries & Distilleries Ltd Management Discussions.

As management of the company offer readers of financial statements this narrative overview and analysis of the financial activities of the company for the financial year ended on 31st March, 2020. We encourage readers to read the information presented here in conjunction with additional information that we have furnished in the financial statements, which follow this narrative.

Industry structure and developments

The Company is engaged in trading and retailing of IMFL and beer. IMFL and Beer Industry in India remains highly regulated with high taxation, restrictions on cross border movements, constraints on production, retailing and other barriers, in many parts of the country, wholesale and/or retail distribution is controlled by State Government monopolies.

The IMFL and beer market is currently in its growth stage. The market evolved from manufacturing usual beer products such as strong- lager beers to flavoured beers owing to the adoption of trends and technologies from markets such as America and Europe. Today, there is a presence of more than 140 beer brands in the Indian beer market, which could address the palate of each customer segment.

Opportunities and Threats

Due to COVID-19 pandemic, retail of IMFL and Beer was completely shut from March 23, 2020 with on-trade outlets being progressive closed in the weeks prior, causing a secular drop in sales for beer and LMFL. and there has been a steady growth of beer consumption in India. Except for the current financial year where sales and revenue may be adversely impacted due to the after effect of this force majeure circumstance, the opportunities for beer growth would stay northbound.

The threat to sales in some territories in the country arises due to changes in government regulations as also the threat of prohibitive actions which stems from constant changes in the political climate in the country. Though sales have been prohibited in certain states.

In the alcohol space, IMFL and beer is the most popular drink in India after spirits. However, for a variety of social.economic and religious reasons, Indias current per capita consumption of beer still hovers around 2 litres which is well below the Global average of around 30 litres and Asia average of about 27 litres. Beer comprises about 12% of the total alcohol consumed in India. The Indian beer market shrunk during the FY 20. As per our estimate, We believe, such average low per capita consumption has a lot of room to grow in years to come given our population, climate, evolving attitude, increasing income and demography.

While Excise policies across States do not allow online supply or delivery of alcohol, the COViD-19 pandemic has given the alcohol industry an opportunity to pursue home delivery and online sales which is likely to augment easy availability of beer. Should the Government continue to proactively open-up and regulate online sale of alcohol / home delivery it would be favourable for the beer industry in the long term. India has all the necessary infrastructure required for the successful e-commerce and online sale in beer. Your Company is actively supporting the development of these new initiatives.

Segment-wise or product-wise performance

During the year under review, due to Strong polices of the government, which were not in the favour of your company hence your company did not carry any business activity of retails selling of IMFL and beer during financial year2015-16, 2016-17,2017-2018, 2018-19 and 2019-20.

But the management of the Company always trying to do best work in the interest of thecompany.

Outlook

The Company is striving hard to improve cost efficiency, widen its reach to new consumer segments and consolidate further on its image. Barring unforeseen circumstances, the Company expects to improve its march towards improved profitability. Given the numerous initiatives that are being implemented combined with strong operational foundation of our business we remain confident about our growth prospects going forward.

Risks & concerns

The Indian wine and spirits industry continues to be the most regulated sector in India. The industry is subject to different laws and regulations varying from state to state. The complexity of state regulation makes an intricate tax and licensing environment. It restricts economies of scale and diminishes the capability of new manufacturers and products to achieve national distribution and gain competitive advantage. Furthermore, a ban on direct advertising creates major barriers to promote new as well as existing brands. Recent regulatory changes such as demonetization, state level prohibitions and the national highway liquor ban all had varying degrees of adverse impact on the liquor industry as well as the Companys operations. Any policy formulated by the central or state government in areas such as production, distribution, marketing or taxation may have an adverse impact on the performance of the Company.

Internal control systems and their adequacy

Internal Control Systems as per the Companies Act, 2013 emphasizes the need for an effective internal financial control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the Boards report. The internal control system focuses on assessment of business and operational risks, operational controls and compliance with policies and processes. This system continuously monitors compliance to internal processes across the operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition, that transactions are authorised, recorded and reported correctly and that operations are conducted in an efficient and cost effective manner. The Audit Committee reviews the effectiveness of the internal control system, and also invites Directors and senior management personnel to provide periodic updates on operational effectiveness and controls.

The Company regularly conducts internal check, using external and internal resources to monitor the effectiveness of internal control in the organization. It strictly adheres to corporate policy with respect to financial reporting and budgeting functions. The Audit Committee of the Board of Directors deals with significant control issues and instructs further areas to be covered.

Discussion on financial performance with respect to operational performance:

The financial performance of the Company with respect to operation performance of the company as compared to last year is shown as under:

Operational performance

Particular 2019-20 2018-19
Production NIL NIL
Sales NIL NIL

Financial Performance

Particular 2019-20 2018-19
Total Income 1433230.00 1303980.00
Total expenses 1288790.50 1180759.00
Profit Before tax (61412560,50) (15327607.87)
Profit after tax (61412560.50) (15655082.87)

The Total income of the company is Rs. 1433230.00/- during the financial year 2019-20 however, the profit/ (Loss) after tax is Rs. (61412560.50)/- during the F.Y. 2019-20 as against Rs. (15655082.87)/- in the previous year.

Human Resource Management

The Company treats its human resources the most important assets and believes in its contribution to the all round growth of the Company. Human capital continues to be a vital resource for the Company. The Company has a continuous process to monitor individual performance. The Company continued to have cordial and harmonious relations with its employees. None of new employees wereappointed and 3 (three) on rolls employees working in the Company during the financial year 2019-20

Cautionary Statement

Statements in the Management Discussions and Analysis describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those expressed or implied.

Details of Significant Changes In Financial Ratios

S. No Name of Ratio 2019-20 2018-19 Reason of change
1 Current Ratio 7.26:1 11.15:1 Due to re-grouping, re-arrangement and reclassification of assets current ratio has been changed substantially
2 Debtors Turnover 0 0 Nil
3 Inventory Turnover 0 0 Nil
4 interest Coverage Ratio 0 0 Nil
5 Debt Equity Ratio 0 0 Nil
6 Operating Profit Margin J%] 0 0 Nil
7 Net Profit Margin (%) 0 0 Nil

Return On Net Worth

2019-20 2018-19 Reason of Change
0 0 Nil
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

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31sMarch, 2020 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. RESITRATION AND OTHER DETAILS :

0 C1N L99999RJ1985PLC046460
ii) Registration Date 28/03/1985
iii) Name of Company CHAMBAL BREWERIES AND DISTILLERIES LIMITED
iv) Category/sub-categOTy of the company Company limited by shares/ Indian Non-Government Company
V) Address of the Registered office and contact details A-7 Shopping Centre, Kota, Rajasthan-324007 India

email id : chambalbreweries@gmail.com contact no. 0744-2362346

Vi) Whether listed company Yes
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any Adroit Corporate Services Pvt Ltd.

17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol

Naka, Andheri (E), Mumbai 400059, India

Tel: 022-42270400

email: info@adroitcorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SI. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
Nil Nil Nil

• During the year company has not undertaken any business activity.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES-

SI. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/

SUBSIDIARY

/ASSOCIATE

%of

shares

held

Applicable

Section

Nil Nil Nil Nil Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 01.04.2019

No. of Shares held at the end of the year 31.03.2020

%

Chan

ge

dun

ng

the

Demat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of Total Shares

year

A. Promoters
fl 1 Indian
a)

lndividual/HUF

1203839

0

1203839

16.08

1203839

0

1203839

16.08

0.00

tO Centra! Govt.

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt (s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corp.

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks /FI

0

0

0

0.00

0

0

0

0.00

0.00

f) Any other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total

(A)(1):-

1203839

0

1203839

16.08

1203839

0

1203839

16.08

0.00

(2) Foreign
a) Nftls- Individuals

0

0

0

0

0

0

0

0

0

b) Other- Individuals

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

0

d) Banks/ FI

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total

(A)(2)

0

0

0

0

0

0

0

0

0

Total

Shareholding of promoter (A) = (A)[l)+(A)f2)

1203839

0

1203839

16.08

1203839

0

1203839

16.08

0.00

B. Public Shareholding
fl) Institutions
a) Mutual Funds

0

0

0

0

0

0

0

0

0

b) Banks / FI

0

0

0

0

0

0

0

0

0

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govtfs)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Fils

0

0

0

0

0

0

0

0

0

hj Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0
i) Others (Specify)

0

0

0

0

0

0

0

0

0
Sub-total (B)

fl)

0

0

0

0

0

0

0

0

0
(2) NonInstitutions
a) Bodies Corp.
i) Indian

65421

12350

77771

1.04

21233

12350

33583

0.45

(0.59)
ii) Overseas

0

0

0

0

0

0

0

0

0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.l lakh

1345318

650197

1995515

26.65

1395262

641497

2036759

27.20

0.55
ii) Individual shareholders holding nominal share capital in excess of Rs.l lakh

3479259

724261

4203520

56.13

3480704

724261

4204965

56.15

0.02
c) Others (Specify)
c-1) NON RESIDENT IND1ANS(INDI VIDUALS)

8111

0

8111

0.11

9611

0

9611

0.13

0.02
c-2) CLEARING MEMBER

2

0

2

0.00

1

0

1

0.00

0.00
Sub-total

(B)(2)

4898111

1386808

6284919

83.92

4906811

1378108

6284919

83.92

0.00
Total Public Shareholding(B)=

(B)fl)+(B)(2)

4898111

1386808

6284919

83.92

4906811

1378108

6284919

83.92

0.00
C. Shares held by Custodian for GDRs & ADRs.

0

0

0

0

0

0

0

0

0
Grand Total (A+B+C)

6101950

1386808

7488758

100.00

6110650

1378108

7488758

100.00

0.00

ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

SI No. Shareholders Name No. of Shares

/o of total Shares of the company

%of Shares Pledged / encumbered to total shares No. of Shares %of total Shares of the company %of Shares Pledged / encumbered to total shares % Change during the year
1. PARAS RAM IHAMNAN1 563639 7.53 0.00 563639 7.53 0,00 0.00
2 BHARAT 329500 4.40 0.00 329500 4.40 0.00 0.00
3 VINODKUMAR JHAMNANI 300000 4.01 0.00 300000 4.01 0.00 0.00
4 IYOT1 JHAMNANI 10700 0.14 0.00 10700 0.14 0.00 0.00
TOTAL 1203839 16.08 0.00 1203839 16.08 0.00 0.00

iii) Change in Promoters Shareholding (please specify, if there is no change)

SI No.

No. of Shares held at the beginning of the year

Cumulative Shareholding during the year

No. of Shares %of

total

shares of the

company

No. of shares %of

total

shares of the

company

1 BHARAT
At the beginning of the year 329500 4.4 329500 4.4
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) No

change

No

change

At the End of the year 329500 4.4 329500 4.4
2 PARAS RAM [HAMNANI
At the beginning of the year 563639 7.53 563639 7.53
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) No

change

No

change

At the End of the year 563639 7.53 563639 7.53
3 VTNOD KUMAR [HAMNANI
At the beginning of the year 300000 4.01 300000 4.01
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) No

change

No

change

At the End of the year 300000 4.01 300000 4.01
4 JYOTI JHAMNANI
At the beginning of the year 10700 0.14 10700 0.14
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) No

change

No

change

At the End of the year 10700 0.14 10700 0.14

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI No. For Each of the Top 10 Shareholders No, of Sh the begi ares held at nning of the year Cumulative Shareholding during the year
No. of Shares % oftotal shares of the

company

No. of shares %of

total

shares of the

company

1 LESTER LESLIE FERNANDES
At the beginning of the year 288313 3.85 288313 3.85
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e,g, allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the end of the year 288313 3.85 288313 3.85
2 RAVI GIDWANI
At the beginning of the year 202978 2.71 202978 2.71
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 202978 2.71 202978 2.71
3 PRIYANKA VINA YAK GURAV
At the beginning of the year 170313 2.27 170313 2.27
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the_year 170313 2.27 170313 2.27
4 USHA MAHENDRAKUMAR TIWAR1
At the beginning of the year 106000 1.42 106000 1.42
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 106000 1.42 106000 1.42
5 PRAVIN VASANT MEHTA
At the beginning of the year 100000 1.34 100000 1.34
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 100000 1.34 100000 1.34
6 VINAY PANDURANG GURAV
At the beginning of the year 95350 1.27 95350 1.27
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 95350 1.27 95350 1.27
7 KALPANA MAHENDRA AVLANI
At the beginning of the year 95000 1.27 95000 1.27
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 95000 1.27 95000 1.27
8 TIWARI MAHENDRAKUMAR VISHWAMBHARNAT
At the beginning of the year 89000 1.19 89000 1.19
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 89000 1.19 89000 1.19
9 ASHOK KUMAR JHAMNANI
At the beginning of the year 85500 1.14 85500 1.14
Date wise Increase / becrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) Nil Nil
At the End of the year 85500 1.14 85500 1.14
10 SATV SATVEER KOTHARI
At the beginning of the year 84319 1.13 84319 1.13
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) 25/10/2019 (sell) -34319 0.46 50000 0.67
At the End of the year 50000 0.67 50000 0.67
11 DIVYA KOTHARI
At the beginning of the year 49800 0.66 49800 0.66
Date wise Increase / Decrease in Share holding 34319 0.46 84119 1.12
during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/sweat equity etc.) Buy 25/10/2019
At the End of the year 84119 1.12 84119 1.12

(v) Shareholding of Directors and Key Managerial Personnel:

No.ofSharesheldat the beginning of the year

Cumulative Shareholding during the year

SI No. for Each of the Director and KMP No. of Shares % of total shares of the

company

No. of shares %of total shares of the compa ny
1 At the beginning of the year PARAS RAM JHAMNANI, Chairman & Managing Director 563639 7.53 563639 7.53
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease fe.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 563639 7.53 563639 7.53
2 At the beginning of the year VINOD KUMAR JHAMNANI (Chief Financial officer) 300000 4.01 300000 4.01
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) NIL NIL
At the End of the year 300000 4.01 300000 4.01

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ ii+ iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i + ii+ iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SI. No. Particulars of Remuneration Name of MD/WTD/ Manager Total

Amount

Mr. Parasram Jhamnani

(Managing Director)

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the income-tax Act, 1961 (b) Value of perquisites u/s 17(2) income-tax Act, 1,80,000 1,80,000
1961 (c) Profits in lieu of salary under section 17(3) Income Nil Nil
tax Act, 1961 Nil Nil
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission - as % of profit - Others, specify Nil Nil
5 Others, please specify Nil Nil
Total (A) 1,80,000 1,80,000
Ceiling as per the Act

As per section II and III of schedule V of the Companies Act 2013 approved by the Shareholders

B. Remuneration to other directors:

SI. no. Particulars of Remuneration

Name of Directors

Total

Amount

Mr. Raj Mr. Gajraj Mr. Anupam
kumar Jain Singh Garg
i. Independent Directors
• Fee for attending board / committee meetings Nil Nil Nil Nil
• Commission Nil Nil Nil Nil
• Others^ please specify Nil Nil Nil Nil
Total (1) Nil Nil Nil Nil
2, Other Non-Executive Directors Ms. Amrita Modi
* Fee for attending board / committee meetings Nil Nil
• Commission Nil Nil
• Others, please specify Nil Nil
Total (2)

Nil

Nil
Total (B)=(l+2)

Nil

Nil
Total Managerial Remuneration

Nil

Nil
Overall Ceiling as per the Act

As per section 11 and III of schedule V of the Companies Act 2013 approved by the Shareholders of the Company

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI. No. Particulars of Remuneration

Key Managerial Personnel

Company

Secretary

CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the income-tax Act, 1961 288000 Nil 288000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission - as % of profit - others, specify Nil Nil Nil
S Others, please Specify Nil Nil Nil
Total 288000 Nil 288000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of The Companies Act

Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANY
Penalty

N.A.

Nil

Nil

N.A.

N.A.

Punishment

NA.

Nil

Nil

N.A.

N.A.

Compounding

N.A.

Nil

Nil

N.A.

N.A.

B. DIRECTOR
Penalty

N.A.

Nil

Nil

N.A.

N.A.

Punishment

N.A.

Nil

Nil

N.A.

N.A.

Compounding

N.A.

Nil

Nil

N.A.

N.A.

C. OTHER OFFICER IN DEFAULT
Penalty

N.A.

Nil

Nil

N.A.

N.A
Punishment

N.A.

Nil

Nil

N.A.

N.A
Compounding

N.A.

Nil

Nil

N.A.

N.A
For and on Behalf of Board of Director Chambal Breweries & Distilleries Ltd.
Sd/- Sd/-
Raj Kumar Jain Parasram Jhamnani
Director Chairman and Managing Director
DIN:05182042 DIN:01266196

Place: Kota Date: 10.08.2020