Mar 31, 2025
The Board of Directors of your Company has pleasure
in presenting herewith their 25th Annual Report of
Aurangabad Distillery Limited together with the
Audited Financial Statements for the financial year
ended 31st March, 2025.
The Company''s financial performance for the year
under review along with previous year''s figures is
given hereunder:
(Amount in Lakhs)
|
Particulars |
31st March |
31st March |
|
2025 |
2024 |
|
|
Revenue from Operation |
11,117.10 |
13,069.58 |
|
Other Income |
871.50 |
840.33 |
|
Total Revenue |
11,988.60 |
13,909.91 |
|
Less: Expenses |
10,741.49 |
11,233.36 |
|
Profit Before Exceptional |
1,247.11 |
2,676.55 |
|
Less: Exceptional Items |
- |
- |
|
Profit Before |
1,247.11 |
2,676.55 |
|
Less: Extraordinary Items |
- |
- |
|
Add / (Less): Prior Period |
- |
- |
|
Add: Excess / (Short) |
||
|
Profit Before Tax |
1,247.11 |
2,676.55 |
|
Tax Expense: |
||
|
Less: Current Tax |
343.34 |
677.38 |
|
Deferred Tax |
-18.58 |
(118.14) |
|
Excess/Short Provision |
25.27 |
24.78 |
|
Profit (Loss) for the Year |
897.08 |
2,092.53 |
The Company generated revenue of Rs. 11,117.10 Lakhs
during the current year as against revenue of Rs.
13,069.58 Lakhs generated in the preceding year. The
operations of the Company have resulted into post tax
profit of Rs. 897.08 Lakhs against post tax profit of Rs.
2,092.53 Lakhs in the preceding year.
The product portfolio of Company includes production
of various types of Alcohol viz. Rectified Spirit, Extra
Neutral Alcohol, Denatured Spirit and Anhydrous
Alcohol (Ethanol).
Owing to the growing business needs and the
necessity to plough back the profits in the business,
your directors do not recommend any dividend for the
year.
The Board of Directors does not propose to transfer
any amount to general reserve during the year under
review.
The Annual Return of the Company as on 31st March,
2025 is available on the Company''s website and can
be accessed at https://aurangabaddistillery.com/.
The Board of Directors met Six (6) times during the
year under review on 25th May 2024, 02nd September
2024, 30th September 2024, 15th October 2024, 13th
November 2024 and 13th February 2025 respectively.
Notice of meetings with agenda along with necessary
details was sent to the Directors in time.
Further following are the details with respect to Board
meeting attendance by each Director.
|
Name of Director |
Board |
Board Meeting Attended |
|
Mr. Dharampal Kalani |
06 |
06 |
|
Mr. Amardeepsingh Sethi |
06 |
06 |
|
Mr. Kanyalal Kalani |
06 |
06 |
|
Mrs. Jagjitkaur Sethi |
06 |
04 |
|
Mr. Prakash Sawant |
06 |
06 |
|
Mr. Dilip Mutalik |
06 |
04 |
Composition of Audit Committee of the Company
comprises as follows:
|
Name of the Member |
Category |
|
Mr. Prakash Sawant |
Chairperson |
|
Mr. Dilip Shriniwas |
Member |
|
Mutalik |
[Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
Composition of Nomination and Remuneration
Committee comprises as follows:
|
Name of the Member |
Category |
|
Mr. Dilip Shriniwas |
Chairperson |
|
Mutalik |
[Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mrs. Jagjitkaur Sethi |
Member [Non-Executive Director] |
Composition of Stakeholders Relationship
Committee comprises as follows
|
Name of the Member |
Category |
|
Mr. Dilip Shriniwas |
Chairperson |
|
Mutalik |
[Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
During the financial year under review, there were no
changes in the composition of the Board of Directors.
No appointments, resignations, or cessations took
place.
In accordance with Section 152 of the Companies Act,
2013, Mr. Kanayalal Kimatram Kalani and Mrs. Jagjitkaur
Amardeepsingh Sethi are retiring by rotation at the
ensuing Annual General Meeting and being eligible
have offered themselves for re-appointment.
Pursuant to provisions of Section 203 of the Act, your
Company has the following KMPs as on the date of the
report:
|
Name of the |
Designation |
Date of |
Date of |
|
Mr. Amardeep |
Whole-time director |
25/04/2016 |
- |
|
Mr. Dharampal |
Managing Director |
15/06/2007 |
- |
|
Mr. Karan Vallabh |
Chief Executive Officer |
10/11/2023 |
- |
|
Mr. Uday Balwant |
Chief Financial Officer |
15/06/2016 |
- |
|
Ms. Pooja |
Company |
25/05/2024 |
All Independent Directors have given Declaration
confirming that;
a. They meet the criteria for independence as laid
down under Section 149(6) of the Companies Act,
2013, and Regulation 25(8) read with 16(1) (b) of the
Listing Obligation and Disclosure Requirements,
2015.
b. The Independent Directors have complied with
the Code for Independent Directors prescribed in
Schedule IV to the Act.
c. They have registered their names in the
Independent Directors'' Databank pursuant to
Sub-rule (1) and (2) of Rule 6 of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 and amendments thereto.
In the opinion of the Board, the Independent Directors
fulfil the conditions specified in the Listing Regulations
and are Independent of the Management. Further
there has been no change in the circumstances
affecting their status as Independent Directors of
the Company. Further, the Board also states that
Independent Directors are the persons of integrity and
have adequate experience to serve as Independent
Directors of the Company.
COMPANYâS POLICY ON DIRECTORSâ
APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178
Pursuant to the provisions of Section 178(3) of the
Act, your Company has framed a policy on Directors''
appointment and remuneration and other matters
(âRemuneration Policyâ) which is available on the
website of the Company at https://aurangabaddistillery.
com/.
Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors of your Company, to the best of
their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;
(b) 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 financial year and of the profit & loss of the
Company for that period;
(c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
(d) The Directors have prepared the annual accounts
on a going concern basis;
(e) The Directors have laid down proper internal
financial controls and system which are adequate
and are operating effectively; and
(f) The Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.
In the 22nd Annual General Meeting of the Company
held on 30th September 2022, members of the
Company have appointed M/s. HMA & Associates,
Chartered Accountants, Pune (Firm Registration No.:
100537W) as a Statutory Auditors of the Company to
hold office from the conclusion of 22nd Annual General
Meeting for a period of 5 (five) consecutive financial
years until the conclusion of the 27th Annual General
Meeting to be held for the financial year 2027-28.
The report given by the Statutory Auditors on the
financial statements of the Company forms part of this
Annual Report.
There has been no qualification, reservation, adverse
remark or disclaimer given by the Statutory Auditors in
their report except below:
1. Auditor Observation: As per Rule 3(1) of the
Companies (Accounts) Rules, 2014, every company
which uses accounting software for maintaining its
books of account, shall use only such accounting
software which has a feature of recording audit
trail of each transaction, creating an edit log of
each change made in the books of account along
with the date when such changes were made and
ensuring that the audit trail cannot be disabled. The
accounting software used by the Company has the
feature to maintain the audit trail but the same was
not enabled throughout the year. Though the audit
trail was not enabled throughout the audit period,
our opinion on the books of accounts is not vitiated
as we have adopted alternative audit procedures
to confirm that the financial statements are free
from material misstatements and present true and
fair view of the financial position of the company.
Management Reply: Management is committed to
ensuring data security and compliance with new
Indian legislation by enabling audit trail logging at the
database level. Further, testing has been conducted
for assessing the impact on system performance and
the Company has successfully implemented audit trail
facility.
Auditor Observation: The State Excise Department has
raised a demand for excise duty, which, in their view,
has been evaded by the company. The company has
made an appeal to the state excise minister, who has
temporarily stayed the demand without specifying a
timeline for the stay. The company has also sought
legal opinion on the matter, and it has been disclosed
in the Director''s Report. According to the directors,
this demand is completely erroneous and mala fide
and will be quashed in due course of time. After
reviewing all the relevant documents, we believe that
the company''s ability to continue as a going concern is
not challenged, despite the raised demand. We have
provided a detailed note on this matter in Note No. 34
under Contingent Liabilities in the financial statements.
Management Reply: The demand for the excise duty
was received in the financial year 2023-24, and the
Board of Directors firmly believes that the claim is
erroneous and mala fide, and is confident that the
matter will be resolved in the Company''s favour and
After careful evaluation of all relevant documents and
legal inputs, the Board is of the considered view that
the demand does not pose any threat to the Company''s
financial position or its status as a going concern.
DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE COMPANIES ACT, 2013 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There were no frauds reported by Auditors under Sub¬
Section (12) of Section 143 of the Companies Act, 2013
other than those which are reportable to the Central
Government.
The Board of Directors had appointed M/s. Prajot
Tungare & Associates, Practicing Company Secretaries
as the Secretarial Auditors of your Company to issue a
Secretarial Audit Report pursuant to Section 204 of the
Companies Act, 2013 for the Financial Year 2024-25.
The Secretarial Auditors have given their report, which
is annexed hereto as âAnnexure Iâ.
Further, as per recommendation of the Audit
Committee, the Board of Director has appointed M/s.
Prajot Tungare & Associates, Practicing Company
Secretaries as Secretarial Auditors of your Company
a term of Five (5) years from financial year 2025-26
to 2029-30 subject to approval of the Members in the
ensuing Annual General Meeting.
There has been no qualification, reservation, adverse
remark or disclaimer given by the Statutory Auditors in
their report except below:
> There has been delay of more than three
months in appointment of Company Secretary
as a Compliance officer as per Regulation 6 of
The Securities and Exchange Board of India
(Listing obligations and Disclosure Requirements)
Regulations, 2015.
Management Reply: The Management has taken
proactive actions for appointment of Company
Secretary and Compliance Officer in time but
the company has not received any responses.
However, the company has appointed Ms. Pooja
Soni as a Company Secretary and Compliance
Officer of the company from 25th May 2024.
The Company is required to have the audit of its
cost records conducted by a Cost Accountant in
Practice. In this connection, the Audit Committee
has recommended to the Board of Directors and the
Board of Directors had approved the appointment of
M/s. Dargad & Associates, Cost Accountants, as Cost
Auditors of the Company to conduct the Cost Audit
functions for the Financial Year 2024-25.
Further, based on the recommendation of the Audit
Committee, the Board of Director has re-appointed
M/s. Dargad & Associates, Cost Accountants, as Cost
Auditors of the Company to conduct the Cost Audit
functions for the Financial Year 2025-26 subject to
ratification of remuneration of the cost auditor in
ensuring Annual General Meeting.
In accordance with the provisions of the Act, read with
the Companies (Cost Records and Audit) Rules, 2014,
the Company has maintained cost records.
The Board of Directors had appointed M/s. S. R. Bakare
& Co., Chartered Accountants as the Internal Auditor
of the Company pursuant to Section 138 and other
applicable provisions, if any of the Companies Act for
the financial year 2024-25.
As per recommendation of the Audit Committee, the
Board of Director has re-appointed M/s. S. R. Bakare
& Co., Chartered Accountants as an Internal Auditor of
the Company for the Financial Year 2025-26.
The Shareholder of the Company at their Annual
General Meeting held on 30th September 2024 has
approved the increase in Authorised Share Capital
of the Company from Rs. 9,00,00,000/- (Rupees Nine
Crore Only) divided into 90,00,000 (Ninety Lakhs)
Equity shares of Rs. 10/- each to Rs. 11,00,00,000/-
(Rupees Eleven Crore Only) divided into 1,10,00,000
(One Crore Ten Lakh) Equity shares of Rs. 10/- each.
The paid-up share capital of the Company as on 31st
March 2025 was Rs. 1025.00 lakhs.
During the year under review, the Company has issued
20,50,000 Equity Shares as Bonus shares in the ratio
of 1:4 i.e. 1 Equity Shares for every 4 equity shares held.
Particulars of loans given, investments made,
guarantees given and securities provided during the
year are mentioned in the table herein-below:
|
Sr. No. |
Particulars |
Amount |
|
1. |
Loans |
|
|
i) Loans given during the year |
401.50 |
|
|
2. |
Details of Investment |
|
|
3. |
Details of Guarantee''s / Securities |
|
|
Total |
401.50 |
|
The transactions entered by the Company with related
parties were in ordinary course of business and at
arm''s length basis. The particulars of transactions
entered with related parties are annexed herewith as
âAnnexure IIâ to this report.
MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which these financial
statements relate till the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The particulars prescribed under section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in
Annexure - III to this Report.
The Company has a robust risk management framework
that includes a well-defined risk governance structure
and established processes. It proactively identifies
and assesses all strategic, operational, and financial
risks by analyzing the most up-to-date risk information
from both internal and external sources. This valuable
insight is then utilized to plan and implement risk
mitigation activities effectively.
The Company has implemented comprehensive
procedures to ensure robust internal financial controls.
It consistently adheres to industry best practices to
safeguard its assets, prevent and detect frauds and
errors, maintain the accuracy and completeness of
accounting records, and ensure the timely preparation
of reliable and accurate financial information.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES AND THEIR POSITION & FINANCIAL
PERFORMANCE
The Company does not have any Subsidiary, Joint
Venture or Associate Company.
The Company has not accepted any deposits within
the meaning of Section 73 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
IMPACTING THE GOING CONCERN STATUS AND
COMPANYâS OPERATIONS IN FUTURE PURSUANT
TO RULE 8(5) (VII) OF COMPANIES (ACCOUNTS)
RULES, 2014
The Company has not received any significant or
material order passed by regulators or courts or
tribunals impacting the Company''s going concern
status or the Company''s operations in future.
Management''s Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing
Regulationsâ) is presented in âAnnexure-IVâ to this
report.
The Company has developed a comprehensive
policy for evaluating the performance of the Board,
Committees, and individual Directors, including
Independent Directors and Executive Directors. This
policy encompasses various criteria for assessing the
performance of Non-executive Directors and Executive
Directors.
The Board evaluated its performance after seeking
inputs from all the Directors based on criteria such as
the board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking inputs from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance
note on Board Evaluation issued by the Securities and
Exchange Board of India on 5th January, 2017.
Importantly, this evaluation process ensures
compliance with all relevant laws, regulations, and
guidelines.
Disclosure as per Section 197(12) of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as âAnnexure -Vâ to this report.
The Company has a vigil mechanism named as
Whistle Blower Policy of the Company in compliance
of provisions of section 177(10) of the companies Act
2013, an avenue to raise concern and access in good
faith the Chairman of the Audit Committee which
provide for adequate safeguard against victimization
of person.
The Policy on Whistle Blower Policy is available on the
website of the Company under the weblink at www.
aurangabaddistillery.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
As per requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has designed and
implemented a comprehensive policy and framework
to promote a safe and secure work environment,
where every person at the workplace is treated with
dignity and respect. Moreover, the Company''s policy
is inclusive and gender neutral. Further, the complaint
redressal mechanism detailed in the policy ensures
complete anonymity and confidentiality.
Internal Complaint Committee (ICC) have been
constituted as per the requirement with the highest
governance norms. During the year under review,
there was no complaints received pursuant to the
aforesaid Act.
Pursuant to the Section 135(9) of the Companies
Act, 2013, the CSR Committee is not required to be
constituted if an amount to be spent by the Company
in a year does not exceed Rs. 50 Lakhs. Currently, the
CSR liability for the Company is less than Rs.50 Lakhs.
Hence all functions for fulfilling CSR liability shall be
carried out by the Board of Directors of the Company.
Pursuant to Rule 8 of the Companies (CSR Policy)
Rules, 2014 the detailed Report on CSR Activities for
the financial year 2024-25 is enclosed as âAnnexure-
VIâ.
During the financial year, your Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
No application has been made / No proceeding is
pending under the Insolvency and Bankruptcy Code,
2016 during the year under review.
The Company has not made any valuation for one-time
settlement with Bank and financial Institution. Hence,
there is no reason for elaboration on the said aspect.
The Company is the process to carry on the business
of Wine & Liquor Manufacturing, Marketing, Purchase
and Sale thereof either wholesale or retail and to run
Business of Distilleries or Breweries, to manufacture,
wine spirits and Brew Beer, mineral waters, aerated
waters, drinkables and other liquids and processed
items of every description and to carry on business of
toddy and other liquor and toddy operations thereof
and to run permit rooms within the republic of India
and during the year the company has not altered its
main object.
Your directors place on records their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the
year under review. Your directors also acknowledge
gratefully the shareholders for their support and
confidence reposed on your Company.
For and on behalf of the Board of Directors of
Aurangabad Distillery Limited
Chairman & Whole time Director
DIN: 00097644
Address: Trilok Villa P. No. 17-18,
Town Centre N-1 CIDCO Aurangabad, 431001
Date: 28th May 2025
Place: Pune
Mar 31, 2024
The Board of Directors of your Company has pleasure in presenting herewith their 24th Annual Report of Aurangabad Distillery Limited together with the Audited Financial Statements for the financial year ended 31st March, 2024.
The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:
(Rs. in Lakhs)
|
Particulars |
31st March 2024 |
31st March 2023 |
|
Revenue from Operation |
13,069.58 |
11,872.15 |
|
Other Income |
840.33 |
357.06 |
|
Total Revenue |
13,909.91 |
12,229.21 |
|
Less: Expenses |
11,233.36 |
9,843.43 |
|
Profit Before Exceptional and Extraordinary Items and Tax |
2,676.55 |
2,385.78 |
|
Less: Exceptional Items |
- |
- |
|
Profit Before Extraordinary Items and Tax |
2,676.55 |
2,385.78 |
|
Less: Extraordinary Items |
- |
- |
|
Add / (Less): Prior Period Incomes / (Expenses) |
- |
- |
|
Add: Excess / (Short) Provision of Taxation for Previous Years |
- |
- |
|
Profit Before Tax |
2,676.55 |
2,385.78 |
|
Tax Expense: |
||
|
Less: Current Tax |
677.38 |
669.71 |
|
Deferred Tax |
(118.14) |
39.73 |
|
Excess/Short Provision Written back/off |
24.78 |
0.17 |
|
Profit (Loss) for the Year |
2,092.53 |
1,676.17 |
The Company generated revenue of Rs. 13,069.58 Lakhs during the current year as against revenue of Rs. 11,872.15 Lakhs generated in the preceding year. The operations of the Company have resulted into post tax profit of Rs.2,092.53 Lakhs against post tax profit of Rs. 1,676.17 Lakhs in the preceding year.
The product portfolio of Company includes production of various types of Alcohol viz Rectified Spirit, Extra Neutral Alcohol, Denatured Spirit and Anhydrous Alcohol (Ethanol).
The National Policy on Biofuels set an indicative target of 20% ethanol blending under the Ethanol Blended Petrol (EBP) Program by next year. Currently petrol the OMCâs are blending close to 15% Ethanol. The usage of ethanol for fuel blending creates new opportunities for the distillery industry.
Owing to the growing business needs and the necessity to plough back the profits in the business, your directors do not recommend any dividend for the year.
The Board of Directors does not propose to transfer any amount to general reserve during the year under review.
The Company has its website; the link for Annual Return is as follows https://aurangabaddistillery.com/.
The Board of Directors met Five (5) times during the year under review on 25th May 2023, 4th September 2023, 09th November 2023, 25th November 2023, 22nd March 2024 respectively. Notice of meetings with agenda along with necessary details was sent to the Directors in time.
Further following are the details with respect to Board meeting attendance by each Director.
|
Name of Director |
Board Meetings held during the tenure of Director |
Board Meeting Attended |
|
Mr. Dharampal Kalani |
05 |
05 |
|
Mr. Amardeepsingh Sethi |
05 |
05 |
|
Mr. Kanyalal Kalani |
05 |
03 |
|
Mrs. Jagjitkaur Sethi |
05 |
04 |
|
Mr. Karan Yadav |
03 |
03 |
|
Mr. Prakash Sawant |
05 |
05 |
|
Mr. Tanaji Yadav |
03 |
03 |
|
Mr. Avinash Salunke |
03 |
02 |
|
Mr. Dilip Mutalik |
05 |
04 |
i) Audit Committee
Composition of Audit Committee of the Company as follows:
|
Name of the Member |
Category |
|
Mr. Prakash Sawant |
Chairman [Independent Director] |
|
Mr. Dilip Shriniwas Mutalik |
Member [Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
During the year under review Mr. Avinash Salunke ceased to be a Director of the Company upon completion of his term and consequently ceased to be a Chairman of Nomination and Remuneration Committee. The Nomination and Remuneration Committee presently comprises as follows:
|
Name of the Member |
Category |
|
Mr. Dilip Shriniwas Mutalik |
Chairman [Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mrs. Jagjitkaur Sethi |
Member [Non-Executive Director] |
During the year under review Mr. Avinash Salunke ceased to be a Director of the Company upon completion of his term and consequently ceased to be a Chairman of Stakeholders Relationship Committee. The Stakeholders Relationship Committee presently comprises as follows:
|
Name of the Member |
Category |
|
Mr. Dilip Shriniwas Mutalik |
Chairman [Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
In accordance with Section 152 of the Companies Act, 2013, Mr. Kanayalal Kimatram Kalani and Mr. Jagjitkaur Amardeepsingh Sethi are retiring by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.
Further, during the year under review upon completion of tenure Mr. Avinash Salunke ceased to be an Independent Director of the company from 12th November, 2023 and Mr. Karan Vallabh Yadav and Mr. Tanaji Yadav has resigned from the post of Whole time Director of the company w. e. f 09th November, 2023.
Further, during the year under review, the Board based on the recommendation of Nomination and remuneration Committee has appointed Mr. Karan Vallabh Yadav as Chief Executive Officer (âCEOâ) of the company for a period of five years from 10th November 2024 to 9th November 2028.
Further, during the year under review Ms. Komal Shendge has resigned from the position of Company Secretary and Compliance Officer of the Company w. e. f 20th December, 2023 and Ms. Pooja Soni has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 25th May, 2024.
All Independent Directors have given Declaration that;
a. They meet the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 25(8) read with 16(1)(b) of the Listing Obligation and Disclosure Requirements, 2015.
b. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management. Further there has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Nomination and Remuneration Policy is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The policy reflects the Companyâs objectives for good corporate governance as well as sustained long term value creation for shareholders.
Overall, the Nomination and Remuneration Policy of the Company demonstrates the companyâs commitment to fostering a conducive work environment, recognizing and rewarding employee contributions, and ensuring the long-term success and growth of the organization while upholding principles of good corporate governance.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 financial year and of the profit & loss of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down proper internal financial controls and system which are adequate and are operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS &THEIR REPORTS
STATUTORY AUDITORS
In the 22nd Annual General Meeting of the Company held on 30th September 2022, members of the Company have appointed M/s. HMA & Associates, Chartered Accountants, Pune (Firm Registration No.: 100537W) as a Statutory Auditors of the Company to hold office from the conclusion of this 22nd Annual General Meeting for a period of 5 (five) consecutive financial years until the conclusion of the 27thAnnual General Meeting to be held for the financial year 2027-28.
There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report except below:
Based on our examination which included test checks, the company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. However, the audit trail facility has not been operating throughout the year for all transactions recorded in the software. Further, since the audit trail was not enabled, our comments on whether the audit trail feature has been tampered with and whether the audit trail has been preserved by the company as per the statutory requirements for record retention, are not applicable
Management Reply: Management is committed to ensuring data security and compliance with new Indian legislation by enabling audit trail logging at the database level. Further, testing has been conducted for assessing the impact on system performance and the Company has successfully implemented audit trail facility.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds reported by Auditors under Sub-Section (12) of Section 143 of the Companies Act, 2013 other than those which are reportable to the Central Government.
SECRETARIAL AUDITORS
The Board of Directors had appointed M/s. Prajot Tungare & Associates, Practicing Company Secretaries as the Secretarial Auditors of your Company to issue a Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The Secretarial Auditors have given their report, which is annexed hereto as âAnnexure Iâ.
Further, as per recommendation of the Audit Committee, the Board of Director has re-appointed M/s. Prajot Tungare & Associates, Practicing Company Secretaries as Secretarial Auditors of your Company for the Financial Year 2024-25.
There has been no qualification, reservation, adverse remark or disclaimer given by the secretarial auditors in their report except below:
i. There has been delay of more than three months in appointment of Company Secretary as a Compliance officer as per Regulation 6 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.
Management Reply: The Management has taken proactive actions for appointment of Company Secretary and Compliance Officer in time but the company has not received any responses. However, the company has appointed Ms. Pooja Soni as a Company Secretary and Compliance Officer of the company from 25th May 2024.
ii. The accounting software used by the Company has the feature to maintain the audit trail as per the rule 3(1) of the companies (Account) Rules, 2014 but the same was not enabled throughout the year.
Management Reply: Management is committed to ensuring data security and compliance with new Indian legislation by enabling audit trail logging at the database level. Further, testing has been conducted for assessing the impact on system performance and the Company has successfully implemented audit trail facility.
COST AUDITORS
The Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee has recommended to the Board of Directors and the Board of Directors had approved the appointment of M/s. Dargad & Associates, Cost Accountants, as Cost Auditors of the Company to conduct the Cost Audit functions for the Financial Year 2023-24.
Further, as per recommendation of the Audit Committee, the Board of Director has re-appointed M/s. Dargad & Associates, Cost Accountants, as Cost Auditors of the Company to conduct the Cost Audit functions for the Financial Year 2024-25 subject to ratification of remuneration of the cost auditor in ensuring Annual General Meeting.
The Company has maintained cost records as stated in the provisions of maintenance of Cost Records pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Record & Audit) Amendment Rules 2014, our company maintained all the records.
The Board of Directors had appointed M/s. S. R. Bakare & Co., Chartered Accountants as the Internal Auditor of the Company pursuant to Section 138 and other applicable provisions, if any of the Companies Act for the financial year 2023-24.
As per recommendation of the Audit Committee, the Board of Director has re-appointed M/s. S. R. Bakare & Co., Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2024-25.
The paid-up share capital of the Company as on 31st March 2024 was Rs. 8.20 Crores. During the year under review the Company has not issued any types shares.
Particulars of loans given, investments made, guarantees given and securities provided during the year are mentioned in the table herein-below:
(Rs. in Lakhs)
|
Sr. No. |
Particulars |
Amount |
|
1. |
Loans |
|
|
i) Loans given during the year |
900.50 |
|
|
2. |
Details of Investment |
- |
|
3. |
Details of Guaranteeâs / Securities Provided |
- |
|
Total |
900.50 |
The transactions entered by the Company with related parties were in ordinary course of business and at armâs length basis. The particulars of transactions entered with related parties are annexed herewith as âAnnexure IIâ to this report.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate till the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure - III to this Report.
The Company has a robust risk management framework that includes a well-defined risk governance structure and established processes. It proactively identifies and assesses all strategic, operational, and financial risks by analyzing the most up-to-date risk information from both internal and external sources. This valuable insight is then utilized to plan and implement risk mitigation activities effectively.
The Company has implemented comprehensive procedures to ensure robust internal financial controls. It consistently adheres to industry best practices to safeguard its assets, prevent and detect frauds and errors, maintain the accuracy and completeness of accounting records, and ensure the timely preparation of reliable and accurate financial information.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR POSITION & FINANCIAL PERFORMANCE
The Company does not have any Subsidiary, Joint venture or Associate Company.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS IMPACTING THE GOING CONCERNSTATUS AND COMPANYâS OPERATIONS IN FUTURE PURSUANTTO RULE 8(5)(VII) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has not received any significant or material order passed by regulators or courts or tribunals impacting the Companyâs going concern status or the Companyâs operations in future except the below:
The Company received an order for the payment of duty on rectified spirit from the Commissioner of State Excise, Mumbai, Maharashtra. Further, the Minister of State Excise has issued a stay on the Commissionerâs order.
Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in âAnnexure-IVâ to this report.
The Company has developed a comprehensive policy for evaluating the performance of the Board, Committees, and individual Directors, including Independent Directors and Executive Directors. This policy encompasses various criteria for assessing the performance of Non-executive Directors and Executive Directors. The evaluation process takes into account factors such as Directorsâ attendance at Board and Committee Meetings, understanding of the Companyâs business, effective communication among Board members, active participation, domain knowledge, adherence to the code of conduct, vision and strategy, and benchmarks set by global peers. Importantly, this evaluation process ensures compliance with all relevant laws, regulations, and guidelines.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.
Disclosure as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as âAnnexure -Vâ to this report.
The Company has a vigil mechanism named as Whistle Blower Policy of the Company in compliance of provisions of section 177(10) of the companies Act 2013, an avenue to raise concern and access in good faith the Chairman of the Audit Committee which provide for adequate safeguard against victimization of person.
The Policy on Whistle Blower Policy is available on the website of the Company under the weblink www.aurangabaddistillery. com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has designed and implemented a comprehensive policy and framework to promote a safe and secure work environment, where every person at the workplace is treated with dignity and respect. Moreover, the Companyâs policy is inclusive and gender neutral. Further, the complaint redressal mechanism detailed in the policy ensures complete anonymity and confidentiality.
Internal Complaint Committee (ICC) have been constituted as per the requirement with the highest governance norms. During the year under review, there was no complaints received pursuant to the aforesaid Act.
Pursuant to the Section 135(9) of the Companies Act, 2013, the CSR Committee is not required to be constituted if an amount to be spent by the Company in a year does not exceed Rs. 50 Lakhs. Currently, the CSR liability for the Company is less than Rs.50 Lakhs. Hence all functions for fulfilling CSR liability shall be carried out by the Board of Directors of the Company.
Pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 the detailed Report on CSR Activities for the financial year 2023-24 is enclosed as âAnnexure- VIâ.
No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
The Company has not made any valuation for one-time settlement with Bank and financial Institution. Hence, there is no reason for elaboration on the said aspect.
Your directors state that no reporting is required in respect of the following items for the reasons mentioned therein:
1. There is no change in the nature of business.
2. There were no complaints relating to child labour, forced labour or involuntary labour during the financial year 202324.
3. Your Company does not have employee stock option scheme.
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
DIN:00097644 Address: Trilok Villa P. No. 17-18, Town Centre N-1 CIDCO Aurangabad, 431001
Date: 02nd September 2024
Place: Chhatrapati Sambhajinagar (Aurangabad)
Mar 31, 2023
Aurangabad Distillery Limited
The Board of Directors has pleasure in presenting herewith their 23rd Annual Report together with the Audited Financial Statements
of your Company for the year ended 31st March, 2023.
The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:
(Rs. in Lakhs)
|
Particulars |
31st March 2023 |
31st March 2022 |
|
Revenue from Operation |
11,872.15 |
10,101.28 |
|
Other Income |
357.06 |
154.63 |
|
Total Revenue |
12,229.21 |
10,255.91 |
|
Less: Expenses |
9484.52 |
8,620.34 |
|
Operating Profit before Preliminary expenses, Depreciation & Taxation |
2744.69 |
1,635.57 |
|
Less: Depreciation and Preliminary expenses written off |
358.91 |
342.04 |
|
Profit Before Exceptional and Extraordinary Items and Tax |
2,385.78 |
1,293.53 |
|
Less: Exceptional Items |
- |
-25.50 |
|
Profit Before Extraordinary Items and Tax |
2,385.78 |
1,319.03 |
|
Less: Extraordinary Items |
- |
- |
|
Add / (Less): Prior Period Incomes / (Expenses) |
- |
- |
|
Add: Excess / (Short) Provision of Taxation for Previous Years |
- |
- |
|
Profit Before Tax |
2,385.78 |
1,319.03 |
|
Tax Expense: |
||
|
Less: Current Tax |
669.71 |
443.89 |
|
Deferred Tax |
39.73 |
-26.98 |
|
Excess/Short Provision Written back/off |
0.17 |
3.90 |
|
Profit (Loss) for the Year |
1,676.17 |
898.22 |
The Company generated revenue of Rs.12,229.21 Lakhs
during the current year as against revenue of Rs. 10,255.91
Lakhs generated in the preceding year. The operations of the
Company have resulted into post tax profit of Rs.1,676.17 Lakhs
against post tax profit of Rs.898.22 Lakhs in the preceding year.
The product portfolio of Company includes production of
various types of Alcohol viz Rectified Spirit, Neutral Alcohol,
Extra Neutral Alcohol and Denatured Spirit.
The National Policy on Biofuels - 2018, provides an indicative
target of 20% ethanol blending under the Ethanol Blended
Petrol (EBP) Programme by 2030. Currently petrol with 10%
ethanol blend (E10) is being retailed by various Oil Marketing
Companies (OMCs) in India, wherever it is available. The usage
of rectified spirit as a raw material in ethanol production creates
new opportunities for the distillery industry.
Owing to the growing business needs and the necessity to
plough back the profits in the business, your directors do not
recommend any dividend for the year.
The Board of Directors do not recommend to carry any amount
to reserves. The Board of Directors proposes an amount of Rs.
1676.17 Lakhs to be retained in the statement of profit and loss
account.
The Company has its website; the link for Annual Return is as
follows https://aurangabaddistillery.com/report.php
The Board of Directors met Eight (8) times during the year
under review on 1st April 2022, 27th May 2022, 26th June 2022,
6th September 2022, 1st November 2022, 14th November 2022,
23rd January 2023 and 1st March 2023 respectively. Notice of
meetings with agenda along with necessary details was sent to
the Directors in time.
Further following are the details with respect to Board meeting attendance by each Director.
|
Name of Director |
Board Meetings held during |
Board Meeting Attended |
|
Mr. Amardeepsingh Sethi |
8 |
8 |
|
Mr. Dharampal Kalani |
8 |
6 |
|
Mr. Karan Yadav |
8 |
8 |
|
Mr. Tanaji Yadav |
8 |
6 |
|
Mr. Kanyalal Kalani |
8 |
2 |
|
Mrs. Jagjitkaur Sethi |
8 |
6 |
|
Mr. Avinash Salunke |
8 |
8 |
|
Mr. Prakash Sawant |
8 |
3 |
|
Mr. Dilip Mutalik |
8 |
4 |
i) Audit Committee
Composition of Audit Committee of the Company as
follows:
|
Name of the Member |
Category |
|
Mr. Prakash Sawant |
Chairman [Independent Director] |
|
Mr. Dilip Shriniwas Mutalik |
Member [Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
Composition of Nomination and Remuneration Committee
as follows:
|
Name of the Member |
Category |
|
Mr. Avinash Salunke |
Chairman [Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mrs. Jagjitkaur Sethi |
Member [Non-Executive Director] |
Composition of Stakeholders Relationship Committee as
follows:
|
Name of the Member |
Category |
|
Mr. Avinash Salunke |
Chairman [Independent Director] |
|
Mr. Prakash Sawant |
Member [Independent Director] |
|
Mr. Dharampal Kalani |
Member [Managing Director] |
In accordance with Section 152 of the Companies Act, 2013,
Mr. Dharampal Kimatram Kalani and Mr. Tanaji Haribhau Yadav
are retiring by rotation at the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment.
Mr. Avinash Salunkhe has re-appointed by the Board of
Directors as an âIndependent Directorâ of the Company for a
period of 1 (One) Year with effect from 13th November 2022
subject to approval of members of the Company at the ensuing
Annual General Meeting (AGM).
Further, during the year under review Ms. Ankita Gandhi has
resigned as Company Secretary of the Company w.e.f. 31st
October 2022 and Ms. Komal Shendge was appointed as
Company Secretary of the Company w.e.f. 1st November 2022.
All Independent Directors have given Declaration that;
a. They meet the criteria for independence as laid down
under Section 149(6) of the Companies Act, 2013, and
Regulation 25(8) read with 16(1)(b) of the Listing Obligation
and Disclosure Requirements, 2015.
b. The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Act.
In the opinion of the Board, the Independent Directors fulfil
the conditions specified in the Listing Regulations and are
Independent of the Management. Further there has been
no change in the circumstances affecting their status as
Independent Directors of the Company.
The Nomination and Remuneration Policy is designed to
attract, motivate, improve productivity and retain manpower, by
creating a congenial work environment, encouraging initiatives,
personal growth and team work, and inculcating a sense
of belonging and involvement, besides offering appropriate
remuneration packages and superannuation benefits. The
policy reflects the Companyâs objectives for good corporate
governance as well as sustained long term value creation for
shareholders.
Overall, the Nomination and Remuneration Policy of the
Company demonstrates the companyâs commitment to fostering
a conducive work environment, recognizing and rewarding
employee contributions, and ensuring the long-term success
and growth of the organization while upholding principles of
good corporate governance.
Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors of your Company, to the best of their
knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;
(b) 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 financial year and of the profit of the
Company for the period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;
(d) The Directors have prepared the annual accounts on a
going concern basis;
(e) The Directors have laid down proper internal financial
controls and system which are adequate and are operating
effectively; and
(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
In the 22nd Annual General Meeting of the Company held
on 30th September 2022, members of the Company have
appointed M/s. HMA & Associates, Chartered Accountants,
Pune (Firm Registration No.: 100537W) as a Statutory
Auditors of the Company to hold office from the conclusion
of the 22nd Annual General Meeting for a period of 5 (five)
consecutive financial years i.e., from the conclusion of 22nd
Annual General Meeting which was held for the financial
year 2022 until the conclusion of the 27th Annual General
Meeting to be held for the financial year 2027-28.
In response to Auditorsâ Report, Para wise explanation by
the management is given below:
i. Point No. 2 (b) of CARO Report âInventoryâ - Quarterly
statements are filed with such Banks which are not in
agreement with the books of account, which is as per
the explanations given by the company in Note No. 39
of the Financial Statements of the company.
The details of the differences are as under:
(Rs. in Lakhs)
|
Periodicity |
As submitted to |
As per |
Difference |
|
Q-1 |
7,549.59 |
7,605.97 |
-56.38 |
|
Q-2 |
8,434.24 |
8,330.25 |
103.99 |
|
Q-3 |
5826.71 |
6,285.62 |
-458.91 |
|
Q-4 |
6,105.04 |
5,990.83 |
114.21 |
Management Reply:- The difference is due to change in
method of valuation of inventories as per AS-2 from FIFO
method to Weighted Average method during the year. The
change in the accounting policy was implemented due
to the rate variations in purchase of primary raw material
(Molasses) arising due to its seasonal nature of production.
Such change in accounting policy has decreased the
valuation on inventories by Rs. 188.37 lakhs as on 31st
March 2023.
The Board of Directors had appointed M/s. Prajot Tungare
& Associates, Practicing Company Secretaries as the
Secretarial Auditors of your Company to issue a Secretarial
Audit Report pursuant to Section 204 of the Companies
Act, 2013 for the Financial Year 2022-23.
The Secretarial Auditors have given their report, which is
annexed hereto as âAnnexure Iâ.
Further, as per recommendation of the Audit Committee, the
Board of Director has re-appointed M/s. Prajot Tungare &
Associates, Practicing Company Secretaries as Secretarial
Auditors of your Company in their meeting held on 27th May
2023 for the Financial Year 2023-24.
The Secretarial Auditorsâ Comment/observation -
i. There was some delay in filing e forms with the Ministry
of Corporate Affairs;
Management Reply:- The delay was due to inadvertence.
The Company has taken sufficient precautions so as not
to repeat such instance in future. Further, the said delays
were unintentional and have not affected the interests of
the stakeholders, neither have benefited any persons.
The Company is required to have the audit of its cost
records conducted by a Cost Accountant in Practice. In
this connection, the Audit Committee has recommended
to the Board of Directors and the Board of Directors had
approved the appointment of M/s. Dargad & Associates,
Cost Accountants, as Cost Auditors of the Company to
conduct the Cost Audit functions for the Financial Year
2022-23.
Further, as per recommendation of the Audit Committee,
the Board of Director has re-appointed M/s. Dargad
& Associates, Cost Accountants, as Cost Auditors of
the Company to conduct the Cost Audit functions for
the Financial Year 2023-24 subject to rectification of
remuneration of the cost auditor in ensuring Annual
General Meeting.
The Company has maintained cost records as stated in
the provisions of maintenance of Cost Records pursuant
to Section 148 of the Companies Act, 2013 read with
Companies (Cost Record & Audit) Amendment Rules 2014.
The Board of Directors had appointed M/s. S. R. Bakare &
Co., Chartered Accountants as the Internal Auditor of the
Company pursuant to Section 138 and other applicable
provisions, if any of the Companies Act, 2013 for the
financial year 2022-23.
As per recommendation of the Audit Committee, the
Board of Director has re-appointed M/s. S. R. Bakare &
Co., Chartered Accountants as an Internal Auditor of the
Company for the Financial Year 2023-24.
The Board confirms that, during the period under review,
the Company has complied with the applicable Secretarial
Standards to the extend applicable to the Company issued by
the Institute of Company Secretaries of India (ICSI) as amended
from time to time.
DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF
THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds reported by Auditors under Sub-Section
(12) of Section 143 of the Companies Act, 2013 other than
those which are reportable to the Central Government.
SHARE CAPITAL
The paid-up share capital of the Company as on 31st March
2023 was Rs. 8.20 Crores. During the year, the Company has
not issued any securities.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
Particulars of loans given, investments made, guarantees given
and securities provided as on 31st March 2023 are mentioned in
the table herein-below:
(Rs. in Lakhs)
|
Sr. No. |
Particulars |
Amount |
|
1. |
Loans |
|
|
i) Loans given |
1,500.00 |
|
|
2. |
Details of Investment |
|
|
i) Investment in The Saraswat Co-op Bank |
0.26 |
|
|
ii) Investment in Other |
- |
|
|
3. |
Details of Guaranteeâs / Securities Provided |
- |
|
Total |
1500.26 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES
The transactions entered by the Company with related parties
were in ordinary course of business and at armâs length basis.
The particulars of transactions entered with related parties are
annexed herewith as âAnnexure IIâ to this report.
MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate till the
date of this report. Except that, the Company has received
order from Office of Commissioner, State Excise, State of
Maharashtra, Mumbai on 16th August 2023 for payment of duty.
The Order has been received by the Company on the grounds
that the Company has released 34,58,175 liters of pure alcohol
for the manufacturing of liquor. Therefore, the Company shall
deposit an amount of Rs.1,435.14 million within 15 days with
the Government. If the said amount is not paid within the
prescribed period, further legal action will be taken by the
Collector, Pune, as per the provisions of Land Revenue Act to
recover the said amount. Further, Form-I license no.6 Unit of
the Company has cancelled. The said Order has effective from
the 21st August 2023.
However, the Company has filed application for the stay order
in the appropriate court/authority.
Management recognizes that the Companyâs future operations
are unlikely to be significantly impacted by COVID-19 due
to widespread vaccination efforts and the Companyâs prior
experience with the pandemic. Despite ongoing monitoring of
future economic conditions, the Company maintains a positive
outlook for the upcoming financial year.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars prescribed under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, are set out in Annexure - III to this
Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has a robust risk management framework
that includes a well-defined risk governance structure and
established processes. It proactively identifies and assesses
all strategic, operational, and financial risks by analyzing the
most up-to-date risk information from both internal and external
sources. This valuable insight is then utilized to plan and
implement risk mitigation activities effectively.
INTERNAL FINANCIAL CONTROLS
The Company has implemented comprehensive procedures
to ensure robust internal financial controls. It consistently
adheres to industry best practices to safeguard its assets,
prevent and detect frauds and errors, maintain the accuracy
and completeness of accounting records, and ensure the timely
preparation of reliable and accurate financial information.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES AND THEIR POSITION & FINANCIAL
PERFORMANCE
The Company does not have any Subsidiary, Joint venture or
Associate Company.
DEPOSITS
Your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS IMPACTING
THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE PURSUANT TO RULE 8(5)(VII)
OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has not received any significant or material
order passed by regulators or courts or tribunals impacting the
Companyâs going concern status or the Companyâs operations
in future except below:
The Company has received order from Office of Commissioner,
State Excise, State of Maharashtra, Mumbai on 16th August
2023 for payment of duty.
The Order has been received by the Company on the grounds
that the Company has released 34,58,175 liters of pure alcohol
for the manufacturing of liquor. Therefore, the Company shall
deposit an amount of Rs.1435.14 million within 15 days with the
Government. If the said amount is not paid within the prescribed
period, further legal action will be taken by the Collector, Pune,
as per the provisions of Land Revenue Act to recover the said
amount. Further, Form-I license no.6 Unit of the Company has
cancelled. The said Order has effective from the 21st August
2023.
However, the Company has filed application for the stay order
in the appropriate court/authority
Managementâs Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âListing Regulationsâ) is
presented in âAnnexure-IVâ to this report.
The Company has developed a comprehensive policy for
evaluating the performance of the Board, Committees, and
individual Directors, including Independent Directors and
Executive Directors. This policy encompasses various criteria
for assessing the performance of Non-executive Directors and
Executive Directors. The evaluation process takes into account
factors such as Directorsâ attendance at Board and Committee
Meetings, understanding of the Companyâs business, effective
communication among Board members, active participation,
domain knowledge, adherence to the code of conduct, vision
and strategy, and benchmarks set by global peers. Importantly,
this evaluation process ensures compliance with all relevant
laws, regulations, and guidelines.
Pursuant to the provisions of the Companies Act, 2013, the
Board has carried out performance evaluation of its own
performance and that of its committees and individual Directors.
Disclosure as per Section 197(12) of the Companies Act, 2013
and Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed herewith as
âAnnexure - Vâ to this report.
The Company has a vigil mechanism named as Whistle Blower
Policy of the Company, an avenue to raise concern and access
in good faith the Chairman of the Audit Committee which
provide for adequate safeguard against victimization of person.
The Policy on Whistle Blower Policy is available on the website
of the Company under the weblink www.aurangabaddistillery.
com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As per requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(SHWWA), the Company has designed and implemented a
comprehensive policy and framework to promote a safe and
secure work environment, where every person at the work place
is treated with dignity and respect. Moreover, the Companyâs
policy is inclusive and gender neutral. Further, the complaint
redressal mechanism detailed in the policy ensures complete
anonymity and confidentiality to the parties.
Internal Complaints Committee (ICC) have been constituted as
per the requirement with the highest governance norms. During
the year under review, there was no complaints received
pursuant to the aforesaid Act.
Pursuant to the Section 135(9) of the Companies Act, 2013,
the CSR Committee is not required to be constituted if amount
to be spent by a Company in a year does not exceed Rs. 50
Lakhs. Currently, the CSR liability for the Company is less
than Rs.50 Lakhs. Hence all functions for fulfilling CSR liability
shall be carried out by the Board of Directors of the Company.
And during the year, the CSR Committee of the Company has
dissolved.
However, before dissolution of CSR Committee, the CSR
Committee met 1(One) time during the year i.e., on 6th
September 2022.
Pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014
the detailed Report on CSR Activities for the financial year
2022-23 is enclosed as âAnnexure- VIâ.
No application has been made / No proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 during the
year under review.
The Company has not made any valuation for one-time
settlement with Bank and financial Institution. Hence, there is
no reason for elaboration on the said aspect.
Your directors state that no reporting is required in respect of
the following items for the reasons mentioned therein:
1. There is no change in the nature of business.
2. Neither the Managing Director nor the Whole Time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.
3. There were no complaints relating to child labour, forced
labour or involuntary labour during the financial year 2022¬
23.
Your directors place on records their sincere thanks to bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your
Companies activities during the year under review. Your
directors also acknowledge gratefully the shareholders for their
support and confidence reposed on your Company.
DIN: 00097644
Date: 4th September 2023
Place: Chhatrapati Sambhajinagar
Mar 31, 2018
The Board of Directors has pleasure in presenting herewith their 18th Annual Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2018.
FINANCIAL RESULTS:
The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:
(Amount in Rs.)
|
Particulars |
31st March |
31st March |
|
2018 |
2017 |
|
|
Total Revenue |
50,67,70,559 |
40,91,15,345 |
|
Less: Total expenses |
46,67,15,667 |
39,55,64,513 |
|
Profit Before Exceptional And Extraordinary Items And Tax |
4,00,54,892 |
1,35,50,832 |
|
Exceptional Items |
- |
- |
|
Profit Before Extraordinary Items And Tax |
4,00,54,892 |
1,35,50,832 |
|
Extraordinary Items |
- |
- |
|
Add / (Less) : Prior Period Incomes / (Expenses) |
- |
- |
|
Add : Excess / (Short) Provision of Taxation For Previous Years |
- |
- |
|
Profit Before Tax |
4,00,54,892 |
1,35,50,832 |
|
Tax Expense: |
||
|
Less : Current Tax |
1,21,70,000 |
27,50,000 |
|
Earlier Year Tax |
76,966 |
8,51,628 |
|
Deferred Tax |
13,78,166 |
31,05,114 |
|
Mat Credit Entitlements |
(36,29,431) |
- |
|
Profit (Loss) For The Year |
3,00,59,191 |
68,44,090 |
REVIEW OF OPERATIONS AND DIVIDEND
The Company generated revenue of Rs. 50,67,70,559/- during the current year as against revenue of Rs. 40,91,15,345/- generated in the preceding year. The operations of the Company have resulted into post tax profit of Rs. 3,00,59,191/- against post tax profit of Rs. 68,44,090/- in the preceding year. Owing to the growing business needs and the necessity to plough back the profits in the business, your Directors do not recommend any dividend for the year.
TRANSFER TO RESERVES
Your Company does not propose to transfer amounts to the General Reserve considering the availability of profits during the year under review.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in "Annexure-I" and is attached to this Report.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 5 times during the year under review on 30th May, 2017, 17th August, 2017, 29th September 2017, 13th November 2017 and 05th March 2018 respectively. Notice of meetings with agenda along with necessary details was sent to the Directors in time.
Further following are the details with respect to Board meeting attendance by each Director.
|
Name of Director |
Board Meetings held during the tenure of Director |
Board Meeting Attended |
|
Mr. Dharampal Kalani |
5 |
5 |
|
Mr. Amardeepsingh Sethi |
5 |
5 |
|
Mr. Kanyalal Kalani |
5 |
5 |
|
Mrs. Jagjitkaur Sethi |
5 |
5 |
|
Mr. Gurnamsing Bhatiyani# |
4 |
0 |
|
Mr. Karan Yadav* |
4 |
4 |
|
Mr. Ashokchandra Dhish |
5 |
5 |
|
Mr. Prakash Sawant |
5 |
5 |
|
Mr. Tanaji Yadav** |
1 |
1 |
|
Mr. Avinash Salunke** |
1 |
1 |
# Mr. Gurnamsing Bhatiyani vacated his office from 17th February, 2018.
*Mr. Karan Yadav resigned from 15th November, 2017; and
**Mr. Tanaji Yadav and Mr. Avinash Salunkhe were appointed w.e.f. 13th November, 2017.
COMMITTEES OF THE BOARD:
i. Audit Committee Composition of Audit Committee:
The Audit Committee was reconstituted by the Board of Directors in a meeting held on November 13, 2017. The Committee comprises of the following members:
|
Name of the Member |
Category |
|
Mr. Avinash Salunke |
Chairman & Independent Director |
|
Mr. Ashokchandra Dhish |
Independent Director |
|
Mr. Dharampal Kalani |
Managing Director |
ii. Nomination and Remuneration Committee
Composition of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was reconstituted by the Board of Directors in a meeting held on November 13, 2017.The Committee comprises of the following members:
|
Name of the Member |
Category |
|
Mr. Avinash Salunke |
Chairman & Independent Director |
|
Mr. Ashokchandra Dhish |
Independent Director |
|
Mr. Prakash Sawant |
Independent Director |
iii. Stakeholders Relationship Committee
Composition of Stakeholders Relationship Committee:
The Stakeholders Relationship Committee was reconstituted by the Board of Directors in a meeting held on November 13, 2017. The Committee comprises of the following members:
|
Name of the Member |
Category |
|
Mr. Avinash Salunke |
Chairman & Independent Director |
|
Mr. Ashokchandra Dhish |
Independent Director |
|
Mr. Dharampal Kalani |
Managing Director |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Jagjitkaur Sethi, Director of the Company, retires by rotation and being eligible has offered herself for re-appointment.
The Company had appointed Mr. Avinash Salunkhe, Mr. Tanaji Yadav as Additional Directors of the Company in a Board Meeting held on 13th November 2017 and Mr. Karan Yadav was appointed as an Additional Director of the Company in a board meeting held on 16th August, 2018 pursuant to Section 161 of the Companies Act, 2013 (the Act) and they can hold the office till the conclusion of this Annual General Meeting (AGM). The Company has received notice under Section 160 of the Act in writing from the member signifying his intention to be proposed them as a candidate for Directorship.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.
Mrs. Sheetal Jagetiya resigned from the post of Company Secretary and Compliance Officer w.e.f. 24th September, 2017 and in her place Mr. Chetan Kumbhojkar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 29th September, 2017.
Mr. Gurnamsing Bhatiyani vacated his position from the directorship of the Company w.e.f. 17th February, 2018.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and superannuation benefits. The policy reflects the Company''s objectives for good corporate governance as well as sustained long term value creation for shareholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) 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 financial year and of the profit & loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down proper internal financial controls and system which are adequate and are operating effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS & THEIR REPORTS
STATUTORY AUDITORS
M/s. Natesh & Associates, Chartered Accountants, Nashik, were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on 26th September 2014 to hold office till the conclusion of 19th Annual General Meeting subject to ratification by shareholders at every Annual General Meeting.
The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
The Board of Directors had appointed M/s. Prajot Tungare & Associates, Practicing Company Secretaries as the Secretarial Auditors of your Company to issue a Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 for the financial year 2017-18.
Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as "Annexure II".
Auditor comments/ observation:
i. Scrutinizer Report was not submitted within 48 hours from the conclusion of annual general meeting
ii. Financial results for Quarter ended 30.09.2017 was not submitted within 30 minutes.
iii. Brief profile of Directors/ KMP was not submitted with the intimation letter.
Management Reply-
i. Last Annual General Meeting of the Company was held on Friday, 29th September, 2017 and next two days being festival and weekly off for the RTA of the Company, the data required for filing voting results to Exchange was not available. Results were intimated to Exchange on immediate next working day.
ii. Due to technical difficulties there was delay in filing financial results to Exchange.
iii. The Company has submitted its reply on the clarifications sought on the profile of Directors and KMP appointed in the Company.
COST AUDITORS
The Company is required to have the audit of its cost records conducted by a Cost Accountant in Practice. In this connection, the Audit Committee has recommended to the Board of Directors and the Board of Directors has approved the appointment of M/s. A. J. Paranjape & Co., Cost Accountants, as Cost Auditors of the Company to conduct the Cost Audit Functions for the financial year 2018-19.
As required under the provisions of Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting of the Company.
SHARE CAPITAL
The paid up share capital of the Company as on 31st March, 2018 was Rs. 8.20 Crores. During the year under review the Company has not issued any types shares.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company as referred under the under the provisions of the section 186 of the Companies Act, 2013 during the year, and hence the said provision are not applicable to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The transactions entered by the Company with related parties were in ordinary course of business and at arm''s length basis. The particulars of transactions entered with related parties are annexed herewith as "Annexure III" to this report.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which financial statements relate and on the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure IV" to this report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and uses the same to plan for risk mitigation activities.
INTERNAL FINANCIAL CONTROLS
The Company has adopted adequate procedures for ensuring the internal financial controls. The Company adheres to best practices for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable and accurate financial information.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company hence Company has not developed and implemented any Corporate Social Responsibility initiatives.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR POSITION & FINANCIAL PERFORMANCE
The Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS
Your Company has not accepted any deposits within the meaning as provided in the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the courts / regulators or tribunals impacting the going concern status and companies operations in future.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in "Annexure V" to this report.
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, benchmarks established by global peers, 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 Chairperson. 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.
PARTICULARS OF EMPLOYEES
Disclosure as per Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure- VI" to this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In this regard, Internal Complaints Committee has been set up to redress complaints. During the year under review, there were no complaints received pursuant to the aforesaid Act.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of The Board of Directors
Aurangabad Distillery Limited
Amardeepsingh Sethi
Chairman & Whole time Director
DIN: 00097644
Date: 16th August, 2018
Place: Pune
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