DEAR SHAREHOLDERS,
Your directors have pleasure in presenting their 33rd Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended 31st
March 2023.
FINANCIAL HIGHLIGHTS:
Companys financial performance for the year under review along with previous years
figures are given hereunder:
Particulars |
As on 31.03.2023 |
As on 31.03.2022 |
|
(Rs. Lakhs) |
(Rs. Lakhs) |
Profit/ (Loss) before Depreciation Exceptional items & Tax |
(186.92) |
(179.88) |
| Less: Depreciation |
18.92 |
16.89 |
| Profit/(Loss) before Exceptional items and Tax |
(205.84) |
(196.77) |
| Less: a) Exceptional items |
35.93 |
24.47 |
| b) Tax Expense |
|
|
| Current Tax |
0.00 |
0.00 |
| Deferred Tax |
2.77 |
6.00 |
Net Profit/(Loss) for the year |
(167.14) |
(166.30) |
COMPANY PERFORMANCE
As always, as the case with Kerala fortunes of liquor companies are tied up to the
government policies since it is in a highly regulated market. Both production and sale is
100% controlled by the state government. Excise policy for the year 2023-24 was notified
by end of July 2023 only. This has made several liquor companies unable to introduce new
products or new plans for the remaining year. Your company was eagerly waiting for the
implementation of low strength alcoholic beverages which was announced by Government
during 1st week of January 2023 through G.O. No.(P) No.2/2023/TD dated
06.01.2023, but upto date this was not implemented. This long delay has made our
turnaround plans to futility. We were expecting that this year, with this new policy,
could be a turnaround situation but we were able to do so. We have incurred losses due to
very low intake by bottling clients with us as we have seen the growth in Kerala by volume
has been stagnant for last ten years due to various other reasons. The management is
trying to make it viable by discussions with some strategic investors while steadfastly
reducing the cost factor which is a reason why the losses are not large as with other
similar cases.
The Gross revenue from operations of your Company during the year under review was
Rs.457.47 lakhs as against Rs.437.85 lakhs for the previous financial year. The company
had incurred a loss of Rs.167.14 lakhs for the year under review as against a loss of
Rs.166.30 lakhs in the previous financial year.
RESERVES
The Company has not transferred any amount to its reserves during the year under
review. However, the current year loss of Rs. 167.14 Lakhs has been added to the
accumulated losses and the balance carried forward losses of Rs.1669.23 Lakhs has been
shown under the Other Equity in the Balance Sheet.
DIVIDEND
Due to accumulated losses the company is not able to declare any dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There is no amount required to be transferred to Investor Education and Protection Fund
in accordance with the relevant provisions of the Companies Act, 2013 and rules made
thereunder.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs.
11,68,73,000/-. During the year under review, the Company has not issued any shares.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as required under
Section 92(3) of the Companies Act, 2013 is available on the website of the Company and
can be accessed on the Companys website @www.sdfil.com
BOARD AND COMMITTEE MEETINGS
During the year under review, Seven Meetings of the Board of Directors, Four Meetings
of the Audit Committee, Two Meetings of the Nomination and Remuneration Committee and One
Meeting of the Stakeholders Relationship Committee were held. Further details of the same
have been enumerated in the Corporate Governance Report annexed herewith.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company has duly complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the Requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed;
(b) The directors had selected such accounting policies and applied them consistently
and made judgements 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 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 internal financial controls to be followed by the company were laid down and
such internal financial controls were 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
There have been no frauds reported by the Auditors pursuant to Section 143(12) of the
Companies Act, 2013
DECLARATION BY INDEPENDENT DIRECTORS
All the independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules. Based on the confirmation /
disclosures received from the Directors and on evaluation of the relationships disclosed,
Mr. Ranjiit Taunk and Mr. G.Sudhakaran Nair, Non-Executive Directors are Independent
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
Board of Directors have evaluated the Independent Directors appointed/ re-appointed
during the year 2022-23 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
FAMILIARIZATION PROGRAMMES
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Independent Directors, the working of the
Company, nature of the industry in which the Company operates, business model and so on.
The same is also available on the Company website at
http://sdfil.com/INDEPENDENT%20DIRECTORS%20APPOINTMENT/Familiarization%20Progra
mme%20-%202021-2022.pdf.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
In adherence of section 178 of the Companies Act, 2013 and in terms of Regulation 19(4)
of the SEBI Listing Regulations, the Board of Directors of the Company approved a policy
on directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under section 178(3) of the Act, based on the recommendations of the Nomination and
Remuneration Committee.
The Companys Policy relating to appointment of Directors, Directors qualifications,
positive attributes, Independence of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 is furnished in Annexure No.1- and forms part of
this Report and can also be accessed on the Companys website at
http://sdfil.com/POLICIES%20&%20CODES/Nomination%20and%20Remuneration%20Policy. pdf.
COMMENTS ON AUDITORS REPORT
The auditors have made following observations in their report.
1. Material uncertainty Related to Going Concern:-
(a) Considering the continuous operating loss, decline in turnover, negative net worth
despite revaluation of land in the previous financial year, negative net working capital
of Rs.6.65 Crores , non-payment of excise establishment dues, disposal of fixed assets,
non- payment to suppliers, non- payment of wages and salary and other operational
difficulties, there is a material uncertainty exists that may cast significant doubts on
the companys ability to continue as a going concern in accordance with SA 570 ( Revised)
of ICAI
(b) On the basis of the standalone financial statements, ageing and expected dates of
realization of the financial assets and present outstanding position of financial
liabilities, our knowledge of Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, we are of the opinion that there
is material uncertainty exists as on the date of audit report as to the meeting of
liabilities of the Company existing as at the date of balance sheet as and when they fall
due within a period of one year from the date of balance sheet. We further state our
reporting is based on facts up to the date of audit report
2. Key Audit Matters :-
(a) Non-Payment of Reinstatement fees to BSE Ltd. (Trading suspended since 03.02.2003)
: -
The company has received Show Cause Notice as to why the exchange should not proceed
with the compulsory delisting shares and the Initial Public Notice (IPN) has been given in
the newspapers by BSE. The consequence of delisting as per Regulation 23 of the SEBI
(Delisting of Equity Shares) Regulations, 2009 is the that the promoters of the company
shall acquire the delisted equity shares from public shareholders by paying them the value
determined by the valuer within three months of date of delisting from the recognized
stock exchange, subject to option of retaining their shares. Further, as per Regulation
24, companys whole-time directors, its promoters and companies which are promoted by any
of them shall not directly or indirectly access the securities market or seek listing for
any equity shares for a period of ten years from the date of such delisting. The promoters
and whole-time directors of the delisted company shall also not be eligible to become
directors of any listing company.
(b) Non- Payment of BSE Listing Fees
The company has not paid the listing fees amounting to Rs. 6 lacs for the financial
years 21-22 and 22-23.
(c) Non-payment of excise establishment dues:
The dues towards excise establishment as on 31st March 2023 was Rs.26.50 lacs, being
arrears for 6 months. Though High Court order is obtained for instalments covering only
the past dues, further non-payment of dues will lead to withdrawal of excise officials
from the factory, resulting in stoppage of production.
(d) Internal Control System:
The internal control systems over financial reporting, which were in existence in the
previous years, need to be improved, considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. For this, the company
should have an Internal Audit System within the company or Internal Audit by external team
as required by section 138 of the Companies Act, 2013.
3. Emphasis of Matters:
(a) Interest has not been provided in the books for Turnover Tax (TOT) liability to the
extent of Rs.3.02Crs related to the period 2005-2006 to 2009-10 and the outstanding TOT
principal liability as per the books of accounts as on 31st March 2023 is Rs 3.75 Crs.
Since the interest provision is not made in the books, net loss has been understated to
that extent of Rs. 3.02 Crs. as also the net worth. The impact of qualification has been
stated in the Annexure to the Report as per the requirements of SEBI. This has been
reported in the Independent Audit Report of the financial Year ended 31st March 2021 and
31st March 2022 under the Companies Act,2013.
(b) The balance in trade receivables and trade payables as on the date of report are
subject to confirmation from parties.
(c) The company has received Show Cause Notice dated 15th February ,2023 from Reserve
Bank of India, Kochi in respect of non-realization of export proceeds in respect of some
of the export sales made in the previous financial years.
Managements Reply on the auditors observations are as follows:
1. Due to various adverse condition of the past including COVID-19 pandemic, our
business has dropped drastically and we had incurred continuous losses and it had
adversely affected its financial balance. We had to meet fixed expenses essential for
running of the distillery despite of the low revenue which gave rise to above scenario.
With the new excise year, management is confident that the situation is changing and it
will be possible to recoup said losses in the foreseeable future. Without any unforeseen
circumstances beyond the control of the Company, the Board is confident about the
Companys ability to continue as a going concern.
2. (a) The company has duly replied to the IPN and as per the Exchanges reply, the
company has initiated the process for reinstatement of securities. As an initial step the
application processing fee has been remitted. After obtaining in principle approval for
trading from BSE Limited, reinstatement fee as determined by the stock exchange will be
paid.
(b) The arrears of Annual Listing fees will be cleared during the reinstatement
process.
(c) The company had approached Honble High court of Kerala seeking installment
facility to remit the Outstanding dues. We had already paid Rs 12 lakhs towards the
arrears, as per the instructions of Honble High Court. The management will ensure that
the cost of establishment for the coming months is paid on time.
(d) Due to adverse business conditions in the past as explained in Point No.1, the
emphasis of the management was on survival of day-to-day business. However, within the
means a control system and Corporate Governance was adhered and we shall implement more
control system in the months to come as our business scenario stabilizes. The management
will take necessary steps for improvement of Internal Control System.
3. (a) The Government had issued a notification exempting payment of Turnover Tax
payable by distilleries in the state which sells liquor manufactured by it within the
state to the Kerala State Beverages (Manufacturing & Marketing) Corporation. The
notification is effective from 01st December 2022. The clarification regarding the
outstanding TOT dues is yet to be received. We are of the opinion that further write off
can be looked into in the coming years.
(b) We have approached the parties and we are waiting for balance confirmation from
their end.
(c) The company has duly submitted the reply along with the facts and figures. The
hearing process is under progress and the company will take steps to write off the export
receivables. The company had kept the provision for export receivables doubtful for Rs
25,94,543/-.
AUDITORS
STATUTORY AUDITORS
M/s. GGA & Associates, Chartered Accountants, having Firm Registration No. 009663S
were reappointed as statutory auditors for a period of 5 consecutive years at the 32nd
annual general meeting of the Company held on 28th September, 2022 till the
conclusion of the 37th Annual General Meeting to be held in the year 2027
without ratification at every subsequent Annual General Meeting. The Company has received
confirmation from the Auditors to the effect that their appointment, if made, will be in
accordance with the limits specified under the Companies Act, 2013 and the firm satisfies
the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of
Companies (Audit & Auditors) Rules 2014.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed Mr. V.S. Subash, M.Com, LLB, FCS, M/s. JMACS Associates to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure - 2.
The auditors have made following observations in their report.
a) The Company has not paid listing fee to BSE as required under Regulation 14 of SEBI
(Listing Obligations and disclosures Requirements) Regulations, 2015 for the financial
year 2021-22, 2022-23 and 23-24.
b) The equity shares of the Company remain suspended on the BSE Limited due to penal
reasons.
c) 100% of the shareholding of Promoters & Promoters Group is not held in
dematerialised form. 6,58,000 Equity shares (18%) held by Promoters & Promoter Group
held in Physical form as on 31.03.2023.
d) There have been a few instances of delayed reporting of required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time
limits prescribed thereunder.
e) The trading of shares of the company is suspended since 2003. As there is no
trading, the company has not maintained a Software for Structured Digital Database as
required under SEBI(PIT) Regulations, 2015
f) The Board of Directors of the company is not duly composed as per the 17(1)(b) of
SEBI (LODR) Regulations, 2015 as on 31.03.2023.
g) The company is yet to open the Suspense Escrow DEMAT account and there are no
unclaimed securities as on 31.03.2023 and. The company has informed that necessary steps
will be taken to open the escrow account.
h) The company is yet to install the SDD software and the compliance report is yet to
be submitted. The company has informed that they will ensure compliance along with
reinstatement Process.
i) The company has engaged Contract Labour for carrying out the manufacturing
activities. However, there is an Outstanding liability of the contractor amounting to Rs
85.99 Lakhs towards the EPF dues of the Contract labourers for the work undertaken on
behalf of the company. With reference to the observations made by the Secretarial Auditor
in his report the Directors wish to state that the
(a) The Company could not pay the listing fee dues due to its severe financial crisis
(b) With regard to suspension of trading of securities, the company is taking all
necessary steps for revocation of suspension
(c) The promoters have informed that the DEMAT of promoters shares are under progress.
(d) The delay in filing certain disclosures was inadvertent and due to technical
glitches.
(e) The software for Insider Trading is not yet implemented as the trading of shares of
the company remain suspended.
(f) One of the Independent Directors resigned on 22.08.2023 and company could not fill
the casual vacancy due to the present financial position of the company.
(g) There are no unclaimed shares as on 31.03.2023 to be transferred to Escrow account.
However, management has taken steps to open an escrow account.
(h) The company will ensure compliance of SDD Software along with reinstatement
Process.
(i) There is an Outstanding liability of the contractor amounting to Rs 85.99 lakhs
towards the EPF dues of the Contract labourers for the work undertaken on behalf of the
company. The company due to financial crisis was not able to pay the dues to the
contractor
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
There were no loans, guarantees or investments made by the Company under section 186 of
the Companies Act, 2013 during the period under review and hence the said provision is not
applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into during the financial year 31st March 2023 with
Related Parties as defined under the Companies Act 2013 and Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of
business and on an arms length basis. During the year, the Company had not entered into
any transaction referred to in Section 188(1) of the Companies Act, with related parties
which could be considered material. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not
applicable. Attention of Members is drawn to the disclosures of transactions with related
parties set out in Notes to Accounts - Note 29 forming part of the financial statements.
However, it is to be noted that this venture is advantageous to your company as it
contributes profitability.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company
have occurred between March 31, 2023 and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
- 3 and is attached to this report.
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and operational plans.
As on the date of this report, the Company does not foresee any critical risk, which
threatens its existence. Your Company, through its risk management policy, strives to
contain impact and likelihood of the risks within the risk appetite as agreed from time to
time with the Board of Directors.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
ANNUAL PERFORMANCE EVALUATION
The Company has devised a Policy for performance evaluation of the Board, Committees
and other individual Directors (including Independent Directors) which includes criteria
for performance evaluation of the Non-executive Directors and Executive Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy,
etc, which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and
Individual Directors and Chairman. The Independent Directors, at their separate meetings,
also evaluated the performance of non-independent directors and the Board as a whole based
on various criteria. The Chairman of the respective Board Committees shared the report on
evaluation with the respective Committee members. The performance of each Committee was
evaluated by the Board, based on report on evaluation received from respective Board
Committees. The reports on performance evaluation of the Individual Directors were
reviewed by the Chairman of the Board. The Board and the Independent Directors were of the
unanimous view that performance of the Board of Directors as a whole was satisfactory.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2023.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director liable to retirement by rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. K.V.Vinaya
(DIN: 08492445) who retires by rotation at the ensuing Annual General Meeting, being
eligible offers herself for re-appointment. The Board recommends her re-appointment in the
forthcoming Annual General Meeting.
Resignation of Independent Director
Ms. Sheethal Jayandra Mehta (DIN: 08237102) resigned from the board with effect from 01st
April 2022 due to personal reasons. The Board places on record its appreciation for the
invaluable contributions made by her during her tenure as a Director of the Company
Resignation of Additional Director (Non executive, Independent)
On recommendation of Nomination and Remuneration Committee, the Board appointed Mr.
Anilkumar Pillai (Holding DIN: 07881622) as an Additional Director (Non executive,
Independent) with effect from 30th June 2022 with an intention to appoint him
as an Independent Director for a period of 5 years after seeking approval from the members
in the ensuing AGM. However, due to personal reasons, he resigned from the Board with
effect from 22nd August 2022. The Board places on record its appreciation for
the contributions made by him during his tenure as a Director of the Company.
Resignation of Whole-time Director
Mr. Vinoo P. Stephen (DIN: 08876495) resigned from the board with effect from 25th
July 2023 due to personal reasons. The Board places on record its appreciation for the
invaluable contributions made by him during his tenure as a Director of the Company
Other than the above, there were no change in the Board of Directors of the Company.
Key Managerial Personnel
Key Managerial Personnel of the Company during the year as required pursuant to Section
2(51) and 203 of the Companies Act, 2013 are of Mr. K.V Viswamohan, Chairman and
Whole-time Director, Mr. Vinoo P Stephen, Whole-time Director cum Chief Financial Officer
and Ms. Anupama Radhakrishnan, Company Secretary.
Resignation of Company Secretary
Ms. Anupama R. resigned from the board with effect from 30th June 2023 due
to personal reasons.
SUBSIDIARIES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate Company.
FIXED DEPOSITS
The Company has neither accepted nor renewed any deposits within the meaning of
Schedule V of the Companies Act, 2013 and rules framed thereunder during the year under
review. There was no deposit remaining unpaid or unclaimed as at the end of the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and companys operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has in place an adequate internal financial control framework with
reference to financial and operating controls. During Financial Year 2022-2023, such
controls were tested and no reportable material weakness in the design or operation was
observed.
The Directors have in the Directors Responsibility Statement confirmed the same to this
effect and a report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is annexed with the Auditors
report.
However, the statutory auditors have opined that the internal control systems over
financial reporting needs to be improved and the company is taking steps for the same.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has not undertaken
any onetime settlement with the banks or financial institutions.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The requisite details relating to ratio of remuneration, percentage increase in
remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure
- 4 to this Report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees
who are in receipt of remuneration in the aggregate at the rate of not less than Rupees
One Crore Two Lakh if employed throughout the year or Rupees Eight Lakh and Fifty Thousand
per month if employed for part of the year.
AUDIT COMMITTEE
Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under
the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report. The Board accepted the
recommendations of the Audit Committee whenever made by the Committee during the year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company has been denied access to the Audit
Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place an Anti -harassment policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaint Committee has been setup to redress complaints received regarding
sexual harassment. There was no complaint received during the financial year 2022-23 and
hence no complaint is outstanding as on 31.03.2023 for redressal.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report and the Report on Corporate Governance,
as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms part of the Annual Report.
CORPORATE GOVERNANCE:
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance practices followed by the
Company, together with a certificate from the Companys Auditors confirming compliance
forms an integral part of this Report.
DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013.
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution made by the
employees, customers and bankers for the support extended by them during the year under
review. We also would like to thank our bottling partners for their faith in us with
continued patronage
For and on behalf of the Board
Place: Palakkad |
K.V.Viswamohan |
Date:14.08.2023 |
Chairman and Whole-time Director |
|
(DIN: 00666339) |
+91-9892691696
