Your directors have pleasure in presenting the 32ndAnnual
Report together with Audited Accounts of the Company for
the year ended 31st March, 2025.
|
1. Financial Results:
|
(Rs. in lakhs)
|
|
Particulars
|
31.03.2025
|
31.03.2024
|
|
Total Revenue
|
7790.22
|
6599.83
|
|
Profit / (Loss) before Prior period,
Exceptional and Extra-Ordinary item
|
13.22
|
23.04
|
|
Prior Period items
|
--
|
--
|
|
Exceptional items
|
--
|
217.49
|
|
Tax Expenses
|
--
|
--
|
|
Profit / (Loss) for the Year
|
13.22
|
(194.45)
|
|
Other Comprehensive Income
|
3.21
|
4.78
|
|
Balance Carried Forward to
Balance sheet
|
16.43
|
(189.67)
|
2. Performance of the Company during the year under
review:
Your Company is engaged in the business of manufacture
and trade of Indian Made Foreign Liquor (IMFL) under
own brand Capricorn, Jean Brothers, Black Berry, 2Barrels,
Green Magic, Chevalier, Once More as well asunder tie-up
arrangements with other Companies. IMFL comprises of
Whisky, Brandy, Rum, Gin and Vodka. Your Company
currently operates through own manufacturing unit
located at R.S 89/4A, Katterikuppam Village, Mannadipet
Commune, Pondicherry. The Unit is equipped with
infrastructure facilities and technology, which
encompasses all modern facilities for blending and
bottling, can undertake manufacture of IMFL. The core
competency of your Company is in house technical and
formulation knowledge, skilled workforce and well-
equipped manufacturing facilities, which enable us to
manufacture a wide range of IMFL products to diverse
client requirements.
During the year, the total Income from operations was Rs.
7790.22 lakhs compared to Rs.6599.83 lakhs in the
previous year recording a net profit of Rs. 13.22 lakhs, as
against the net loss of Rs. (194.45)Lakhs in the previous
year. Earning per share is Rs.0.07 against Rs. (0.79)in the
previous year on a weighted average basis as per
Accounting Standard 20 issued by the Institute of
CharteredAccountants of India.
3. Future Outlook:
During the current financial year, your Company is
making all possible efforts to improve the performance.
4. Reserves:
Your Board of Directors does not recommend carrying any
amount to reserves; the entire profit amount was carried
forward to next year.
5. Change in the Nature of Business:
There is no change in the nature of the business of the
Company during the financial year under review.
6. Material Changes between the Period from end of
Financial Year to the Date of Report of the Board:
There are no material changes between the Period from
end of Financial Year to the Date of Report of the Board:
7. Significant and Material Orders Passed by the
Regulators or Courts or Tribunals Impacting the going
Concern Status and Company's Operation in Future:
There are no significant and material order passed by the
Regulator/Court/Tribunals impacting the going concern
status and Company's operations in future.
8. Dividend:
In order to conserve resources, Your Directors did not
recommend any dividend on the equity shares for the
financial year 2024-25.
9. Public Deposits:
During the year, the Company has not accepted or
renewed any deposits from the public as covered under
section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 and
there are no deposits which are pending for repayment as
on 31.03.2025.
10. Subsidiaries, Joint Venture and Associate Companies:
The Company has no subsidiaries, Joint Venture and
associate companies during the year under review.
11. Directors:
Policy on Directors' appointment and remuneration:
The current policy is to have an appropriate mix of
executive and independent directors, as considered and
recommended by the Nomination and Remuneration
Committee and as per the stipulations of the statutes, to
maintain the independence of the Board. As of 31st March,
2025, the board has 6 members, as mentionedbelow:
The list of Directors as on 31 st March, 2025 is:
|
SI.
|
NAME OF THE
|
NATURE OF
|
|
No.
|
DIRECTOR
|
DIRECTORSHIP
|
|
1
|
Mr. R.V. Ravikumar
|
Managing Director
|
|
2
|
Mr. Badrinath S Gandhi
|
Executive Director
|
|
3
|
Mr. ShaileshKantilal
Kathariya
|
Independent Director
|
|
4
|
Mr. Dharmendra
Dalsingar Yadav
|
Independent Director
|
|
5
|
Mr. MuthumaniRajesaker
|
Independent Director
|
|
6
|
Ms. Vidhisa Shekhar Shetty
|
Independent Director
|
The policy of Company on director's appointment and
remuneration, including the criteria for determining
qualification, positive attributes and other matters as
required under sub-section 3 of section 178 of the
Companies Act, 2013 is available on Company's website.
There has been no change in the policy. We affirm that
remuneration paid to the directors is as per the terms laid
out in the Nomination and Remuneration Policy of the
Company.
Mr.R.V. Ravikumar to be reappointed as director of the
Company who retires by rotation at this Annual General
Meeting and being eligible, offers himself for re-
appointment.The resolutions set out in the Notice to AGM
are self-explanatory.
Tenure of Mr. R.V. Ravikumar as managing director of the
Company and Mr. Badrinath S Gandhi as Whole-time
director of the Company expires on 31/03/2026.
Pursuant to provisions of Section 196 and other applicable
provisions of the Companies Act, 2013 read with rules
made thereunder and Regulation 17 of SEBI (LODR) 2015
as amended, reappointment of managing director and
whole-time director can be made not earlier than 1 year
before the expiry of their tenure.
Hence, Board proposes reappointment of Mr. R.V.
Ravikumar as Managing director of the Company w.e.f.
01/04/2026 and Mr. Badrinath S Gandhi as Whole-time
director of the Company w.e.f. 01/04/2026 by members at
the ensuing Annual General Meeting pursuant to
requirement of Section 196 and 197 read with rules made
thereunder and Chapter V of the CompaniesAct, 2013.
Further as tenure of independent director of the Company
Mr. Ashok Raju Shetty was ending on 26th September,
2024 and tenure of independent directors of the Company
Mr. Kunjuri Murtyrao Satynarayana and Mr. Popatlal
Mukanchand Kathariya were ending on 23rd September,
2024. The Board of directors at their meeting held on
24thAugust, 2024 on a recommendation of Nomination
and Remuneration Committee, appointed Mr. Shailesh
Kantilal Kathariya and Mr. Dharmendra Dalsingar Yadav
as additional director(s) in the capacity of independent
directors of the Company and their appointment(s) were
confirmed by members at the Annual General Meeting of
the Company held on 23rd September, 2024.
Further Board of directors at their meeting held on 12th
November, 2024 on a recommendation of Nomination and
Remuneration Committee, appointed Mr. Muthumani
Rajesaker as additional director in the capacity of
independent director of the Company and his
appointment(s) was confirmed by members through
postal ballot on 30th January, 2025.
12. Meeting of the Board:
During the financial year under review, the Board of
Directors duly met 5 (Five) times in respect of which
meetings proper notices were given and the proceedings
were properly recorded and signed in the minute's book
maintained for the purpose.
|
Date of Meeting
|
Board Strength
|
No. of
Directors Present
|
|
29-05-2024
|
6
|
5
|
|
13-08-2024
|
6
|
6
|
|
24-08-2024
|
6
|
6
|
|
12-11-2024
|
5
|
4
|
|
11-02-2025
|
6
|
5
|
13. Audit Committee:
The Audit Committee has been constituted and functions
in accordance with the provisions of Section 177 of the
Companies Act, 2013 ("Act") read with Companies
(Meeting of Board and its Powers) Rules,2014.During the
year under review, The Committee was reconstituted
twice owing to change in composition of board of
Directors. The Audit Committee met four (4) times during
the financial year 2024-25 i.e. on 29/05/2024, 13/08/2024,
12/11/2024 and 11/02/2025. The details of the Committee
along with the details of the meetings held and attended
by the members of the committee during the financial year
2024-25 are as under:
|
Sr. No
|
Name of the Director
|
Meeting details
|
|
Held
|
Attended
|
|
1
|
Mr.Shailesh Kantilal
Kathariya (w.e.f. 24/08/2024)
|
2
|
2
|
|
2
|
Mr.Dharmendra Dalsingar
Yadav (w.e.f. 24/08/2024)
|
2
|
2
|
|
3
|
Mr.MuthumaniRajesaker
(w.e.f. 11/02/2025)
|
--
|
--
|
|
4
|
Mr.Badrinath S Gandhi
|
4
|
4
|
|
5
|
Mr. Ashok Raju Shetty
(Chairman) (Upto 24/08/2024)
|
2
|
2
|
|
6
|
Mr.Kunjuri Murtyrao
Satyanarayana (Upto 24/08/2024)
|
2
|
2
|
|
7
|
Mr.Popatlal Mukanch and
Kathariya (upto 24/08/2024)
|
2
|
2
|
Recommendation of Audit Committee to the Board of
Directors
During the financial year 2024-25, the Board of Directors of
the Company accepted all recommendations put forth to it
by the Audit Committee.
14. Nomination & Remuneration Committee:
The Company has constituted Nomination &
Remuneration Committee which comprise of
independent directors. The Committee was reconstituted
twice owing to change in composition of board of
Directors. The Members of the Committee are Mr.Shailesh
Kantilal Kathariya, Mr.Dharmendra Dalsingar Yadav and
Mr. Muthumani Rajesaker. The quorum for the
Nomination and Remuneration Committee is three
members. The Committee met thrice during the year i.e.
on 29/05/2024,24/08/2024 and 12/11/2024.
The details of attendance of the members of the committee
at the meeting are given below:
|
Sr.
|
Name of the Director
|
Meeting details
|
|
No.
|
|
Held
|
Attended
|
|
1
|
Mr.Shailesh Kantilal
Kathariya (w.e.f. 24/08/2024)
|
1
|
1
|
|
2
|
Mr.Dharmendra Dalsingar
Yadav (w.e.f. 24/08/2024)
|
1
|
1
|
|
3
|
Mr.Muthumani Rajesaker
(w.e.f. 11/02/2025)
|
--
|
--
|
|
4
|
Ms.Vidhisa Shekhar Shetty
(w.e.f 24/08/2024 and
upto 11/02/2025)
|
1
|
|
|
5
|
Mr. Ashok Raju Shetty
(Chairman) (upto 24/08/2024)
|
2
|
2
|
|
6
|
Mr.Kunjuri Murtyrao
Satyanarayana (upto 24/08/2024)
|
2
|
2
|
|
7
|
Mr.Popatlal Mukanch and
Kathariya (upto 24/08/2024)
|
2
|
2
|
15. Independent Director(s)
The Independent directors have submitted the declaration
of independence, as required pursuant to Section 149 (7) of
the Companies Act, 2013 confirming that they meet the
criteria of independence provided in section 149 (6) of the
Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulation, 2015.
The Company has devised a Policy for performance
evaluation of Independent Directors, Board, Committees
and other individual Directors which includes criteria for
performance evaluation of the non-executive directors
and executive directors and a process of evaluation was
followed by the Board for its own performance and that of
its Committees and individual Directors.
The process of programs for familiarization of
Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model
of the Company and related matters are put up on the
website of the Company.
16. Board Evaluation:
The Company has devised a policy for performance
evaluation of the Board, Committee and other individual
directors (including independent Director) which include
criteria for performance evaluation of Executive and Non-
Executive Directors. The Evaluation process inter alia
considers the attendance of Directors at Board and
committees meeting, effective participation, domain
knowledge, compliance with code of conduct, vision and
strategy.
The Board carried out annual performance evaluation of
the Board, Committees, Individual Directors and the
Chairperson. The Chairman of the respective Committees
shared the report on evaluation with the respective
committee members. The performance of each committee
was evaluated by the Board, based on the report one
valuation received from the respective committee.
The report on performance evaluation of the Individual
Directors was reviewed by the Chairman of the Board and
feed back was given to Directors.
17. Appointment/Cessation of KMP:
Mr. R. V. Ravikumar, Chairman and Managing Director,
Mr.Badrinath S Gandhi, Whole Time Director, Mrs. L.
Bhuvaneshwari, Chief Financial Officer and Mr.Manohar
Waman Oak, Company Secretary and Compliance Officer
are the Key Managerial Personnel of the Company.
During the year under review, Mr. V Rajkumar resigned as
Company Secretary and Compliance Officer of the
Company w.e.f. 12/02/2025 and in his place, Mr.Manohar
Waman Oak was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 27/05/2025 by
the Board at their meeting held on 27/05/2025.
18. Directors' Responsibility Statement:
Pursuant to the provisions of Section 134(3) of the
Companies Act, 2013, your Directors submit:
(i) That in the preparation of the Annual Accounts, the
applicable Accounting Standards have been followed
along with proper explanation relating to material
departure.
(ii) That the Directors have 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 current year as on 31st March, 2025 and of
the Profit or Loss of the Company for the year ended on
that date.
(iii) That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) That the Directors have prepared the Annual Accounts of
the Company on a going concern basis.
(v) The Directors have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively and
(vi)The Directors have devised proper system to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
19. Corporate Governance:
The Company has complied with the requirements of the
Code of Corporate Governance as stipulated in SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015. In terms of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance and
Management Discussion and Analysis Report is attached
to this Directors' Report.
A Certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance as
stipulated by SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 is attached to this
Directors' Report.
20. Auditors:
Statutory Auditor
The statutory auditors of the Company M/s. Abhishek S
Tiwari & Associates, Thane were appointed by the
shareholders at the Annual General Meeting of the
Company held on 23/12/2020 for a period of 5 financial
years.
Since the tenure of existing auditor of the Company
expires at the ensuing Annual General Meeting, board of
directors at their meeting held on 06th August, 2025,
appointed M/s. Ramanand & Associates, Chartered
Accountants as statutory auditors of the Company for a
period of 5 years commencing from financial year 2025-26.
The appointment is subject to approval of members at the
ensuing Annual General Meeting.
Following are the qualifications/adverse remarks made by
the statutory auditor to which Board's reply is stated
below:
Qualif ications/Adverse Remarks
3.1: Your attention is invited to Note No. 5.1 'Amount
recoverable under Dispute' of Rs. 2,900.25 Lakhs;
which have been classified as 'Other Non-Current
Assets'; the Company has filed various cases against
the parties and initiated action for recovery. Further,
'Securities and Exchange Board of India' (SEBI) vide
its Order dated 12-03-2019 directed the above parties
to repay the amounts back to Company. We are
unable to comment on reliability/ recoverability of
these debts and amount given and no provision for
Expected Credit Loss as per Indian Accounting
Standards (IND AS) for doubtful recovery of such
amount is considered necessary by the company.
Reply of Board
The Company has taken legal action and has also
filed complaints against the parties and the Merchant
Bank Mr. Anil Agrawal. Further, 'Securities and
Exchange Board of India' (SEBI) vide its Order dated
12-03-2019 directed Mr. Anil Agarwal and others to
Pay Rs. 33.83 Crs. back to the Company with Interest
@ 12% pa w.e.f 01.04.2011. Mr.Anil Agarwal and
others have filed appeal before SAT. However, the
management expects to get back the amounts in due
course. Hence, no provision has been made for
'Expected Credit' on these amounts.
3.2. Your attention is invited to Note No. 3 Regarding
'Investment in Liquor India Limited' and 'Amount
received from 'Lemonade Shares & Securities Private
Limited' (Refer Note No. 17) which is considered as
disputed and no adjustment for sale thereof have
been incorporated in the financial statements by the
Company. The sale agreement entered into with
'Lemonade Shares & Securities Private Limited' for
sale of entire undertaking has been challenged in
National Company Law Tribunal to rectify the
Register of Members and the Company petition has
been ordered "Non Maintainable" and the Company
has filed an appeal in the National Company Law
Appellate Tribunal against the NCLT order and also
civil suit has been filed before IInd Additional
District Judge, Ranga Reddy District, L B Nagar,
Hyderabad, with prayers inter-alia to rescind the
agreement as being void and restore the parties back
to the position prior to MOU Dated 05-09-2012. The
Company has also filed SLP in Supreme Court of
India apart from registering various complaints with
Police, SEBI, and Enforcement Directorate.
Management does not anticipate any liability on this
account and accordingly the company has not
provided for diminution in value of Investments and
not made provision for Expected Credit Loss in
respect of Loan to 'Liquor India Limited' during the
Financial Year 2024-25. As the matter is sub-judice we
are unable to comment whether any adjustments are
needed for the recoverability of investments thereof.
Accordingly, impact on loss for the year and
investments thereof if any, is unascertainable.
Reply of Board
The matter is self-explanatory. Apart from the civil
suit, the Company has also filed an appeal against the
NCLT order in NCLAT and complaints with Police
Authorities. The Supreme Court has directed the
Investigating Agencies to take all actions according
to law and CBCID, Hyderabad has framed charge
sheet against Mr. Anil Agarwal and others. The Legal
proceedings are under-way. Company is confident of
succeeding in the matter. Therefore, no provision has
been made for 'Expected Credit Losses' on these
amount.
3.3 Note No. 8 regarding Confirmations not obtained as
of March 31,2025 in respect of certain financial assets
such as Sundry Debtors and allowance for expected
credit not recognized on these financial assets even
though indications of increase in credit risks were
observed. The company has made a short provision
by Rs.199.90 Lakhs for Expected credit loss.
Therefore, the Consequential impact on financial
results is not ascertainedby the Company.
Reply of Board
Confirmation from some of Debtors and creditors are
obtained, whereas for remaining we have asked them
to confirm the same, which we will able to get in due
course, w.r.t. provision for expected credit loss which
has not been provided in the books of account,
management is in view that in due course,
outstanding amount which require provision to be
created will be recovered. Hence no provision has
been made.
3.4 Note No. 18 regarding Confirmations not obtained as
of March 31, 2025 in respect of certain financial
liabilities such as Sundry creditors and the
Consequential impact on financial results is not
ascertained by the Company.
Reply of Board
Confirmations from certain creditors have been
obtained. For the remaining balances, the Company
has already requested confirmations and expects to
receive them in due course. Based on the Company's
review of records and reconciliations, management
believes that the balances of sundry creditors as
stated in the books are correct and fairly presented.
Accordingly, no adjustment is considered necessary
in the financial statements at this stage.
3.5 Note No. 20 There are statutory dues amounting to
Rs. 260.23 Lakhs which are pending to be deposited
with appropriate government authorities by the
Company. The Company has not made provision for
interest on these dues on account of delay in
depositing dues. Since the management has not
estimated overall liability on account of interest,
financial impact on financial Statements is not
ascertainable.
Reply of Board
w.r.t statutory dues which are outstanding from the
substantial period of time management is of view
that, the operation of Company will be improved in
coming months and Company will be in position to
settle all dues along with the interest.
3.6 The creditors having outstanding balance as of 31st
March, 2025 are 232 which is amounting Rs. 1,336.59
Lakhs, out of which the management has identified
the 57 creditors having balance of Rs.506.04 Lakhs
which are registered under MSME. The balance 175
Creditors having balance of Rs. 830.55 Lakhs the
management has not identified whether they are
registered under MSME or not. Hence, we are unable
to comment regarding the financial implication due
to the unidentified creditors by the management.
Reply of Board
The Management is in process of identifying the
creditors which are registered under MSME Act for
the rest of creditors.
VII. CARO Point no VII: In our opinion and according to
the information and explanations given to us and
based on audit procedures performed by us, the
Company has generally not been regular in
depositing undisputed statutory dues, including
Goods and Services tax, Provident Fund, Employees'
State Insurance, Income Tax, Sales Tax, Service Tax,
duty of Custom, duty of Excise, Value Added Tax,
Cess and other material statutory dues applicable to
it with the appropriate authorities.
Reply of Board
The Company is taking all steps to clear all the
statutory dues and keep up to date within this FY
2025-2026.
The Auditors Report for the financial year ended March
31, 2025 is annexed herewith and is part of the Annual
Report. The notes on financial statements referred to in the
Auditors Report are self-explanatory and do not call for
any further comments.
The Statutory Auditors have not reported any incident of
fraud to the Board of Directors of the Company in the year
under review.
21. Annual Return
Annual return in Form MGT-7 up to the Financial Year
2023-24 as required under Section 92 of the Act is
available on the Company's website
http://www.ravikumardistilleries.com. Annual return for
the F.Y. 2024-25 shall be made available on the Company's
website post completion of the Annual General Meeting of
F.Y. 2024-25.
22. Particulars of Employees:
In terms of Section 197(12) of the CompaniesAct, 2013 read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the statement showing the name of the employees
drawing remuneration in excess of the limit specified in
the Rules are not applicable on the Company as during the
period, no employee of the Company was drawing salary
in excess of the limits prescribed therein.
Pursuant to Section 197 of the Companies Act 2013 read
with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 as
amended from time to time, applicable details are given in
the attached statement marked as Annexure "A" to this
Report.
23. Particulars of Contracts or Arrangements made with
Related Parties:
Particulars of Contracts or arrangements with related
parties referred to in section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2, is appended as
"Annexure B" to this Board's Report. Further, there are no
material related party transactions during the year under
review with the Promoters, Directors or Key Managerial
personnel. All related party transactions are also
mentioned in the notes to the accounts. The Company has
developed a framework through Standard operating
procedures for the purpose of identification and
monitoring of such Related Party Transactions. All Related
party transactions are placed before the Audit Committee
for approval. Omnibus approval is obtained on a yearly
basis for transactions which are of repetitive nature and a
statement giving details of all Related party transactions
are placed before the Audit Committee and the Board for
review and approval on a quarterly basis. The policy on
Related party transactions as approved by the Board of
Directors has been uploaded on the website of the
Company. Your Directors draw attention of the members
to Note to the financial statement which sets out related
party disclosures.
24. Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies
Act, 2013 and rules made thereunder, the Company has
appointed M/s.Uttam Shetty & Co., Company Secretaries
in Practice having Membership Number F-8691 to
undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for the year 2024-25 as issued by
him in the prescribed Form MR-3 is marked as Annexure
"C" to this Report.
Following are the qualifications/adverse remarks made by
the secretarial auditor to which Board's reply is stated
below:
Qualif ications/Adverse Remarks
1 Company failed to comply with Regulation 17(1) of
SEBI (LODR), 2015 with regard to minimum number
of directors.
Reply of Board
There was delay in appointment of minimum number
of directors and the delay caused was unintentional.
2 Delay in payment of Listing fees by the Company to
BSE andNSE for the financial year 2024-2025.
Reply of Board
Due to heavy losses and liquidity crisis, Company is
unable to pay listing fees on time.
3. Combined Penalty of Rs. 5,42,800/-(inclusive of GST)
was imposed on the Company for delay in
appointment of minimum number of directors vide
notice(s) issued by BSE and NSE and Company failed
to make the payment within 15 days from the date of
receipt of notice from Stock Exchange/s.
Reply of Board
Due to heavy losses and liquidity crisis, Company is
unable to pay penalty on time, will take adequate steps
to clear the same at the earliest.
As required under section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI (LODR)2015 as amended, the Board has appointed
M/s. Naithani & Shetty Associates, Practising Company
Secretary, Mumbai, as Secretarial Auditors of the
Company for a period of 5 financial year commencing
from the financial year 2025-26. The Company has
received their consent for such appointment.
25. Statement in respect of adequacy of internal financial
controls with reference to the Financial Statements:
The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations.
M/s R.O. Pandey & Associates (FRN 134455W), Chartered
Accountants, Mumbai, were the Internal Auditors for the
FY 2024-25, and they have submitted their quarterly
reports duly to the Audit Committee.
M/s R.O. Pandey & Associates (FRN 134455W), A106, Jay
Bharat Society, Lalji Pada, Link Road, Kandivali West,
Mumbai-400067, have been reappointed as the Internal
Auditors of the Company for the FY2025-26.
26. Insurance:
All the properties of the Company including buildings,
plant and machinery and stocks have been adequately
insured.
27. Particulars as Required Under Section 134(3)(M) Of The
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014:
Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the
conservation of energy and technology absorption, as
required under section 134(3) (m) of the Companies act,
2013 read with the Companies (Accounts) Rules, 2014 are
givenbelow:
a) Energy Conservation Measures Taken:
The Company continues to accord high priority to
conserve the energy. Details of some of the measures
undertaken to optimize energy conservation are.
i. Installation of circuit breakers, safely and easily operative
and accessible are provided in each machinery/equipment
resulting in reduction of idle run.
ii. Trip system in bottling lines easily and safely operative,
incase of lag / fault in any equipment / machinery across
the line.
iii. Recycling of wash water resulting in conservation of water
and energy.
iv. Gravity Liquor flow system in all process areas resulting
in lesser consumption of energy
v. Installation of "Turbo Vent" for Natural ventilation system
in roofs of all buildings.
vi. Installation of Transparent Poly Coat Sheets in the roof
resulting in availability of natural light.
b) Statement of total energy consumption and energy
consumption per unit are given as under: (Rs. In Lakhs)
|
Sl.No.
|
Power and Fuel
Consumption
|
2024-25
|
2023-24
|
|
1.
|
Power including lighting
|
|
|
| |
Units Consumed
|
84760
|
70920
|
| |
Rate per Unit (in Rs.)
|
6.75
|
6.35
|
| |
Amount paid (in Rs.)
|
5.72
|
4.50
|
| |
Additional Charges
|
-
|
-
|
| |
Total charges
|
5.72
|
4.50
|
|
2.
|
Own generation by
Diesel Generator
|
|
|
| |
Diesel utilized Litres
|
978
|
678
|
| |
Unit per Litre of diesel
oil generated
|
3.37
|
3.42
|
28. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase
Exports, Developments of new Export Market for
products and Services and Export Plans:
b) Total Foreign Exchange
Inflow: Rs.6,48,91,910/-
Outgo: Nil
29. Risk Management
During the financial year 2017-18, your Directors have
constituted a Risk Management Committee which has
been entrusted with the responsibility to assist the Board
in (a) Overseeing and approving the Company's risk
management framework; and (b) Overseeing that all the
risks that the organization faces such as strategic,
financial, market, liquidity, legal, regulatory, reputational
and other risks have been identified and assessed and
there is an adequate risk management infrastructure in
place capable of addressing those risks. A Risk
Management Policy was reviewed and approved by the
Committee.
The Company manages, monitors and reports on the
principal risks and uncertainties that can impact its ability
to achieve its strategic objectives. The Company's
management systems, organizational structures,
processes, standards, code of conduct and behaviours
together form the Risk Management System (RMS) that
governs how the Company conducts the business of the
Company and manages associated risks.
The Company has introduced several improvements to
Risk Management, Internal Controls Management and
Assurance Frameworks and processes to drive a common
integrated view of risks, optimal risk mitigation responses
and efficient management of internal control and
assurance activities.
However, as risk management committee is not required
considering the market capitalisation of the Company,
Board at its meeting held on 10th May, 2023 dissolved the
risk management committee of the Company.
30. Particulars of Loans, Investments and Guarantees:
During the year under review, Company has not provided
any loans, guarantees and investment covered under
section 186 of the Companies Act, 2013.
31. Sexual Harassment:
Your Company has constituted an Internal Complaint
Committee as required under Section 4 of Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.There were no
incidences of sexual harassment reported during the year
under review. Further there was no complaints of any
sexual harassment was pending as on 31st March 2025.
Details as required under Rule 8(5) of Companies
(Accounts) Second Amendment Rules, 2025 are as follows:
a) number of complaints of sexual harassment received in
the year: NIL
b) number of complaints disposed off during the year: NIL
c) number of cases pending for more than ninety days: NIL
32. Employee Relations:
The relations between the employees and management
continued to be cordial during the year.
33. Bonus Shares/Shares with Differential Voting
Right/Stock Option:
The Company has neither issued any Bonus Share or
Shares with differential voting rights nor granted any
stock options/sweat equity shares.
34. Corporate Social Responsibility(CSR):
Your Company does not fall in any of the categories as
provided under section 135 of the Companies Act, 2013
and hence CSRrule is not applicable to the Company.
35. Vigil Mechanism/Whistle Blower Policy
The Company has formulated and adopted a vigil
mechanism for employees to report genuine concerns to
the Chairman of the Audit Committee. The policy
provides opportunities for employees to access in good
faith, the Audit Committee, if they observe unethical and
improper practices. The Whistle Blower policy of the
Company is available in the website of the Company.
36. Transfer of Amounts to Investor Education and
Protection Fund:
There was no amount which was required to be
transferred to Investor Education and Protection Fund
during the financial year under review.
37. Maintenance of Cost Records
As per the Companies (Cost Records and Audit)
Rules,2014, the Company does not attract the provisions of
Section 148(1) of the Companies Act, 2013 for maintenance
of Cost Records, and hence not subject to CostAudit.
3o. Legal case pertaining to the Company:
The following table is self-explanatory in presenting the legal status of the cases by/againstthe Company.
|
Sl.no
|
Particulars
|
Status as on 31.03.2025
|
Status as on 31.03.2024
|
|
1.
|
SEBI - Investigation-RKDL's IPO fund
swindled by Mr. Anil Agrawal -
Appeal by Mr. Anil Agrawal and
Others in Securities Appellant
Tribunal, Mumbai.
|
The Appeal in SAT is
pending for hearing.
|
SEBI has concluded the investigation
and vide order no: WTM/GM/EFD/
99/2018-19 dated 12-03-2019 has
directed Mr. Anil Agrawal and his
associates to return Rs.33.83 crores to
the Company with 12% p.a interest
w.e.f 01.04.2011.
Mr. Anil Agrawal and Others has
filed Appeal before SAT. The
proceedings are in progress
|
|
2.
|
Hon'ble Supreme Court - Criminal Appeals in
Special Leave Petitions in the matter of M/s.
Liquors India Limited and IPO Funds.
|
Same as inCol.4
|
Hon'ble Supreme Court has given
direction that the Investigation shall
proceed in the matters and the
Investigation Authorities shall be at
liberty to take such steps as may be
advised to them in accordance with
the provision of law. The Investigating
Authorities has completed the
Investigation and has filed "Charge
Sheet" against Mr. Anil Agrawal and
81 others before the Hon'ble IInd
Additional Junior Civil Judge-cum-II
Additional Metropolitan Magistrate
(Juvenile Court), RR District, L.B.
Nagar, Hyderabad. The proceed in
the Hon'ble Court is in progress.
|
|
Sl.no
|
Particulars
|
Status ason31.03.2025
|
Status as on 31.03.2024
|
|
3.
|
Comp any Petition u/s 111A, in the matter of M/s.
Liquors India Limited
|
The Appeal in NCLAT is
pending.
|
Hon'ble National Company Law
Tribunal , Hyderabad Bench- I has
pronounced the Order dated
06.09.2023 stating that "in the result,
the present Company Petition filed
under Section 111Aof the Companies
Act, 1956 seeking declaration and
other reliefs, is not maintainable,
before this Tribunal, hence the same
is hereby dismissed as not
maintainable.
|
| |
|
|
The Company has filed Appeal with
the Hon'ble National Company Law
Appellate Tribunal, Chennai Bench
and the Hon'ble Bench issued the
Stay Order dated 28.11.2023 that the
Parties shall maintain a status quo, as
it exist today, in regard to the
disputed shares.
The Appeal against the "Not
Maintainable" Order of NCLT, is yet
to be taken up fordisposal.
|
|
4.
|
Civil Suit O.S. No: 103 of 2013, in the matter of
M/s. Liquors India Limited, filed in Hon'ble XVI
ADJ Court, Malkajgiri, Hyderabad
|
Proceedings in Progress
|
The matter has been restored by the
Hon'ble Principle District And
Sessions Judge, Medchal and
Malkajgiri District, Malkajgiri.
Telangana.
|
|
5.
|
FIR - 248 of 2013 - Charge Sheet CC No.948/2020
filed by EOW CBCID Hyderabad Police, against
Mr.Anil Agrawal and others in the matter of
M/s.Liquors India Limited & IPO Funds before
the II Metropolitan Magistrate Court, LB Nagar,
RR District, Hyderabad.
|
Proceedings in Progress
|
CB-CID has filed Charge Sheet
against Mr. Anil Agrawal and 81
Others in the Hon'ble IInd
Additional Junior Civil Judge-Cum-
II Additional Metropolitan Magistrate
(Juvenile Court), RR District, LB
Nagar, Hyderabad and the
proceedings are in progress.
|
|
Sl.no
|
Particulars
|
Status ason31.03.2025
|
Status as on 31.03.2024
|
|
6.
|
Monetary Suit with the Hon'ble High Court of
Mumbai, in the matter of RKDL's IPO swindled
by Mr.Anil Agrawal & Others.
Recovery suit
1. S/1144 of 2015 on Comfort Intech Limited
|
Proceedings in Progress
|
Proceedings in Progress
|
| |
2 S/74 of 2015 on Ranisati Dealer PLtd
|
Proceedings in Progress
|
Proceedings in Progress
|
| |
3 COMS/107 of 2015 on Sukusama Trading &
Investment P Ltd.
|
Proceedings in Progress
|
The case has now been transferred
from the Hon'ble High Court of
Mumbai to the Hon'ble City Civil
Court (District Court in Mumbai).
This is on account of increase in the
pecuniary jurisdiction of the City
Civil Court.
|
| |
4 COMS/110 of 2015 on Gulistan Vanijya P Ltd.
|
Proceedings in Progress
|
The case has now been transferred
from the Hon'ble High Court of
Mumbai to the Hon'ble City Civil
Court (District Court in Mumbai).
This is on account of increase in the
pecuniary jurisdiction of the City
Civil Court.
|
| |
5. COMS/337/2016 on
Gaungour Suppliers P Ltd.
|
Proceedings in Progress
|
The case has now been transferred
from the Hon'ble High Court of
Mumbai to the Hon'ble City Civil
Court (District Court in Mumbai).
This is on account of increase in the
pecuniary jurisdiction of the City
Civil Court.
|
| |
6. S/128 of 2015 on Vibhuti Multitrade P Ltd.
|
Proceedings in Progress
|
The case has now been transferred
from the Hon'ble High Court of
Mumbai to the Hon'ble City Civil
Court (District Court in Mumbai).
This is on account of increase in the
pecuniary jurisdiction of the City
Civil Court.
|
|
7.
|
Prevention of Money Laundering under PMLA,
2002 - ECIR/CE.20-II/22/2021/DD(SA) by
Enforcement Directorate.
|
SameasinCol.4
|
Proceedings in progress.
|
|
8.
|
Company Petition u/s. 397 & 398 in NCLT,
Chennai filed by Comfort Intech Ltd against the
Company.
|
SameasinCol.4
|
Proceedings in progress.
|
|
9.
|
Case No. ID / 0000020/2023 dated 03.10.2023
filed by AIUTUC, Pondicherry in the Hon'ble
Court of Presiding Officer, Industrial Tribunal-
Cum-Labour, Pondicherry.
|
Same asinCol.4
|
Proceedings in progress.
|
|
Sl.no
|
Particulars
|
Status ason31.03.2025
|
Status as on 31.03.2024
|
|
10.
|
Case O.S. No. 0100017/2018 filed in the Hon'ble
Court of Principle District Judge, Puducherry
for Recovery of Dues from M/s. Vinodh Liquors,
Karaikal.
|
SameasinCol.4
|
Proceedings in progress.
|
|
11.
|
Case No. OP / 0000015/2024 dated 12.06.2024
filed by AIUTUC, Pondicherry in the Hon'ble
Court of Presiding Officer, Industrial Tribunal-
Cum-Labour, Pondicherry.
|
Proceedings in progress.
|
|
|
12.
|
Case No. ID / 0000005/2024 dated 19.06.2024
filed by AIUTUC, Pondicherry in the Hon'ble
Court of Presiding Officer, Industrial Tribunal-
Cum-Labour, Pondicherry.
|
Proceedings in progress.
|
|
|
SI. No.
|
Particulars
|
Status
|
|
1
|
SEBI -Investigation - RKDLs IPO funds swindling
by Mr. Anil Agrawal. Appeal by Mr.Anil Agrawal
and Others in Hon'ble Securities Appellant
Tribunal, Mumbai
|
Final hearing held on 08.07.2025. Order Reserved.
|
|
2.
|
Hon'ble Supreme Court-Criminal Appeals in
Special Leave Petitions in the matter of
M/s. Liquors India Limited and IPO Funds.
|
Pending
|
|
3.
|
Company Petition u/s 111A, in the matter of
M/s.Liquors India Limited.in NCLT, Hyderabad,
seeking declaration and other reliefs, is not
maintainable, before this Tribunal, hence the same
is hereby dismissed as not maintainable.
The Company has filed Appeal with the Hon'ble
National Company Law Appellate Tribunal,
Chennai Bench.
|
Posted on 09.09.2025 for hearing.
|
|
4.
|
Original Suit OS. No. 103 of 2013 in the matter of
Liquors India Limited in the Hon'ble XVI ADJ
Court, Malkajgiri, Hyderabad.
|
Posted on 02.09.2025.
|
|
5.
|
FIR - 248 of 2013 - Charge Sheet CC No.948/2020
filed by EOW CBCID Hyderabad Police, against
Mr.Anil Agrawal and others in the matter of
M/s.Liquors India Limited & IPO Funds before the
II Metropolitan Magistrate Court, LB Nagar,
RR District, Hyderabad.
|
Posted on 26.08.2025.
|
|
6.
|
Monetary Suitin the matter of RKDL's IPO swindled
by Mr.Anil Agrawal & Others. Recovery suit
|
|
| |
- S/1144 of 2015 on Comfort Intech Limited.
|
Posted on 15.09.2025.
|
| |
- S/74 of 2015 on Ranisati Dealer P Ltd.
|
Posted on 16.09.2025.
|
| |
- COMS/107 of 2015 on Sukusama Trading &
Investment P Ltd.
|
Posted on 03.10.2025.
|
| |
- COMS/110 of 2015 on GulistanVanijya P Ltd.
|
Posted on 22.09.2025.
|
| |
- COMS/337/2016 on Gaungour Suppliers P Ltd.
|
Posted on 27.08.2025.
|
Status / Actions subsequent to 31.03.2025:
|
SI. No.
|
Particulars
|
Status
|
| |
- S/128 of 2015 onVibhuti Multitrade P Ltd.
|
Posted on 17.10.2025.
|
|
7.
|
Prevention of Money Laundering under PMLA,
2002 ECIR/CE.20-II/22/2021/DD(SA) by
Enforcement Directorate.
|
In process.
|
|
8.
|
Company Petition u/s.397& 398 in NCLT, Chennai
filed by Comfort Intech Ltd against the Company.
|
Final hearing held on 28.07.2025. Order Reserved.
|
|
9.
|
Case No. ID / 0000020/2023 dated 03.10.2023 filed
by AIUTUC, Pondicherry in the Hon'ble Court of
Presiding Officer, Industrial Tribunal-Cum-Labour,
Pondicherry
|
Posted on 26.08.2025.
|
|
10.
|
Case No. OP / 0000015/2024 dated 12.06.2024 filed
by AIUTUC, Pondicherry in the Hon'ble Court
of Presiding Officer, Industrial
Tribunal-Cum-Labour, Pondicherry
|
Posted on 26.08.2025.
|
|
11.
|
Case No. ID / 0000005/2024 dated 19.06.2024 filed
by AIUTUC, Pondicherry in the Hon'ble Court of
Presiding Officer, Industrial Tribunal-Cum-Labour,
Pondicherry
|
Posted on 26.08.2025.
|
|
12.
|
Case O.S. No. 0100017/2018 filed in the Hon'ble
Court of Principle District Judge, Puducherry for
Recovery of Dues from M/s. Vinodh Liquors,
Karaikal.
|
Posted on 03.09.2025.
|
39. Listing of Shares with BSE Limited and NSE India
Limited:
The Shares of the Company are listed on BSE Limited
and NSE Limited.
40. Share Capital:
The Authorized Share Capital of the Company as on 31st
March, 2025 is Rs. 25,00,00,000/- (Rupees Twenty-Five
Crore only) divided into 2,50,00,000 Equity Shares of Rs.
10/- each aggregating to Rs. 25,00,00,000/- (Rupees
Twenty-Five Crore only).
There has been no change in the Equity Share Capital of
the Company during the financial year 2024-25.
The Issued, Subscribed and Paid-up capital of the
Company as on 31st March, 2025 is 24,00,00,000/-
(Rupees Twenty-Four Crore only) divided into
2,40,00,000 Equity Shares of Rs. 10/- each aggregating to
Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only).
41. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status
as at the end of the financial year:
No application is made and no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during
the financial year under review.
42. The 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:
No one time settlement done with banks or financial
institutions during the financial year under review,
hence, the above clause is not applicable to the comp any.
43. Adjudication/Compounding:
During the period under review, no action was taken
against the listed entity/ its promoters/ directors/
material subsidiaries either by SEBI or by Stock
Exchanges (inducting under the Standard Operating
Procedures issued by SEBI through various drculars) under
the aforesaid Acts/ Regulations and circulars/ guidelines
issued thereunder:
44. A statement regarding opinion of the board with
regard to integrity, expertise and experience (including
the proficiency) of the independent directors
appointed during the year:
In the opinion of the Board, independent directors
appointed during the year processes the integrity,
expertise and experience as required to perform their
duties and responsibilities envisaged under the
provisions of Companies Act, 2013 and SEBI (LODR),
2015. As regard proficiency, Mr. Shailesh Kantilal
Kathariya being a practicing chartered accountant and
Mr. Muthumani Rajesaker being a ex-government
servant is not required to pass independent director
proficiency test whereas Mr. Dharmendra Dalsingar
Yadav has duly passed independent proficiency test as
required under relevant provisions of Companies Act,
2013 read with rules made thereunder.
45. A statement by the Company with respect to the
compliance of the provisions relating to the Maternity
Benefit Act, 1961:
During the year under review, there are no cases of
maternity, hence above clause is not applicable to the
Company during the year under review.
46. OtherDisclosures
a) There was no revision in the financial statements.
b) Your Company has complied with Secretarial Standards
issued by ICSI.
47. Acknowledgment:
The Management is grateful to the Regulatory Authorities,
Shareholders, Company's Bankers, Financial Institutions,
Insurance Companies, Investors, Clients, Business
Associates for their continued support and co-operation.
The Directors also wish to place on record their
appreciation for the co-operation, active involvement and
dedication of the employees.
For and on behalf of the Board of Directors
Place: Puducherry
Date : 06 08 2025 Managing Director Executive Director
' ' ' DIN: 00336646 DIN:01960087
| 