Directors Report of Chambal Breweries & Distilleries Ltd.

Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting their Annual Report on the business and operations of the Company together with Audited Financial Accounts for the year ended on 31 st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the financial year 2013-2014 are as follows: (Amount in Rs)

Particulars 31.03.2014 31.03.2013

Turnover (FOB) 5,34,02,958.00 4,52,12,017.00

Other Income 3,98,909.00 - Less:Total Expenditure 5,56,47,768.21 4,46,84,355.16

Bank Charges 1,60,459.56 1,45,357.81

Depreciation 1,39,607.00 1,39,607.00

Profit/(Loss) beforeTax & extra-ordinary items (21,45,967.77) 2,42,697.03

Add/Less: Extra Ordinary Items

Profit/(Loss) beforeTax (21,45,967.77) 2,42,697.03

Less: Provision for Current Tax - 1,31,500.00

Provision for FBT - -

Provision for Deferred Tax - -

Add: old provision for tax written back - -

Deferred tax written back - -

Less: Income tax for earlier years (3,372.97) -

Net Profit/ (Loss) afterTax for the year (21,42,594.80) 1,11,197.03

Earnings Per Share (0.29) 0.01

PERFORMANCE REVIEW

The company is engaged in trading and retailing of IMFL and beer. The net receipts from Operations during the year under review were Rs. 5,34,02,958.00/- as against Rs. 4,52,12,017/- in the previous year. The profit/ (Loss) after tax is Rs. (21,42,594.80/-)as against Rs. 1,11,197.03/-in the previous year.The income from operations increased by 81,90,941/- during the year under review.

DIVIDEND

Due to the losses incurred, the Company does not recommend any dividend for the year.

RESERVES

The Board has not transferred any amount to General Reserve.

CAPITAL STRUCTURE

During the FY13-14 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 7,48,87,580/-.

Mr. Parasram Jhamnani, retires by rotation in terms of provisions of Companies Act, 2013 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

In view of the provisions of Companies Act, 2013, read with the provisions of the Listing Agreement, one half of the Directors on the Board of the Company are required to be Independent Director. The Independent Directors are not being considered for the purpose of determining the directors liable to retire by rotation. Three of the existing directors, viz. Mr. Gajraj Singh, Mr. Raj Kumar Jain and Mr. Anupam Garg are Independent Directors. So far as per the above-referred three independent directors are concerned, at the ensuing Annual General Meeting of the Company they are proposed to be appointed as the Independent Directors of the Company for a term upto 31 st March, 2019 respectively.

A brief resume and other information required under clause 49 of the listing agreement is included in the Annual Report / Notice of Annual General Meeting. The Board recommends his re-appointment.

DISCLOSURES / DECLARATIONS

Company has also received the requisite disclosure/declaration from the entire Directors of Chambal Breweries and Distilleries Limited as per section 149(6), 164(2) and 184(1) of Companies Act, 2013.

SHIFTING OF REGISTERED OFFICE FROM MUMBAI TO KOTA

The registered office of the Company has shifted from Mumbai, Maharashtra to Kota, Rajasthan pursuant to order received and confirmed by the Hon''ble Regional Director, Mumbai dated 05.09.2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreement with stock exchanges, forms part of this report and is annexed herewith.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits from public during the year.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31 st March 2014 and of profit of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

Your board has proposed to change the existing statutory auditor M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai to M/s. VAG & Company, Chartered Accountants, Kota at the forthcoming Annual General Meeting and M/s. VAG & Company, Chartered Accountants have given their consent for appointment.

The shareholders would be required to elect Auditors from the conclusion of this Annual General Meeting to the conclusion of sixth consecutive Annual General Meeting(subject to the ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) .

As required under the provisions of Section 139(1) read with Section 141 of the Companies Act, 2013, the Company has obtained a written certificate from M/s. VAG & Company, Chartered Accountants, Kota to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment.

The Board of Directors of the company appreciate the services provided by M/s Bipin Zavar & Associates, Chartered Accountants the retiring auditors of the Company who served the company since 2003 and under whose guidance the company has achieved the great success.

Due care has been taken regarding the requirement of Section 115 of the Companies Act, 2013.

HUMAN RESOURCE DEVELOPMENT

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

INTERNAL AUDITOR

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

The directors are pleased to confirm the appointment of M/s DCJ and Associates, Chartered Accountant as an Internal Auditors of the company.

SECRETARIAL AUDITOR

As per section 204 of Companies Act 2013, every listed company is required to annex with its Boards report, a Secretarial Audit Report which shall be issued from the financial year 2014-15 onwards which is to be given by a Company Secretary in practice.

The directors are pleased to confirm the appointment of M/s V.M. & Associates, Company Secretaries, Jaipur as Secretarial Auditor of the company.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, from time to time.

CORPORATE GOVERNANCE

The Company considers Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholder value. It has implemented all the provisions of Corporate Governance as stipulated under Clause 49 of the listing agreement with all the stock exchanges, where the Company is listed. It has always been a constant endeavor of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the Practicing Company Secretaries, certifying compliance with stipulations of Clause 49 of listing agreement with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption.

There are no foreign exchange transactions during the year.

EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights.To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities.

The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State government, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support.

Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company. To them goes the credit for the Company''s achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.

FOR AND ONTHE BEHALF OFTHE BOARD

Sd/- PARASRAM JHAMNANI Chairman DIN: 01266196

PLACE : KOTA DATE : 18.10.2014

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Mar 31, 2013

Dear Members,

Chambal Breweries And Distilleries Ltd.

The Directors have pleasure in presenting the Annual Report of your Company along with the statement of Audited Annual Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31 st March, 2013 is as follows:

Particulars 31.03.2013 31.03.2012

Turn over(FOB) 4,52,12,017.00 4,03,34,835.00

Other Income - - Less:Total Expenditure 4,48,29,712.97 3,93,81,989.66

Interest - -

Depreciation 1,39,607.00 1,39,607.00

Profit/(Loss) before Tax & extra-ordinary items 2,42,697.03 8,13,238.34

Add/Less: Extra Ordinary Items - -

Profit/(Loss) before Tax 2,42,697.03 8,13,238.34

Less: Provision for Current Tax 1,31,500.00 3,30,017.00

Provision for FBT - -

Provision for Deferred - - Tax

Add: old provision for tax written back - -

Deferred tax written back - -

Less: Income tax for earlier years - -

Net Profit/ (Loss) after Tax for the year 1,11,197.03 4,83,221.34

Earnings Per Share .01 .06



PERFORMANCE REVIEW

The company is engaged in trading and retailing of IMFL and beer. The net receipts from Operations during the year under review were Rs. 4,52,12,01 II- as against Rs. 4,03,34,835/- in the previous year. The profit/ (Loss) after tax is Rs. 1,11,197.03/ - as against Rs. 4,83,221.34/- in the previous year.The income from operations increased by 48,77,182/- during the year under review.

DIVIDEND

Bearing in mind the financials and various growth prospects of the Company, the Directors do not recommend any dividend for the year.

RESERVES

The Board has not transferred any amount to General Reserve. Whole profit of the Company during the year i.e. Rs. 1,11,197.03/ - transferred to the profit & loss a/c for the FY 12-13, in compliance with the relevant provisions of the Companies Act, 1956.

CAPITAL STRUCTURE

During the FY 12-13 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 7,48,87,580/-.

DIRECTORS

Shri Rajkumar Jain, Director, retires by rotation in terms of provisions of Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The retiring Director does not hold any shares in the company.

A brief resume and other information required under clause 49 of the listing agreement is included in the Annual Report / Notice of Annual General Meeting. The Board recommends his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreement with stock exchanges, forms part of this report and is annexed herewith.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited.

PUBLIC DEPOSITS

During the year the company has not accepted or renewed any deposits U/S 58A of the Companies Act, 1956, from public.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS

The company has not issued any Foreign Currency Convertible Bonds during the last year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31 st March 2013 and of profit of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Bipin Zavar & Associates, Chartered Accountants, Statutory Auditor of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Accordingly, the said Auditor is proposed to be re-appointed as the Statutory Auditor of the Company for the financial year 2013-2014 at the ensuing Annual General Meeting.

The notes on the financial statements referred to in the Auditors Report are self-explanatory and have been explained/ clarified and do not calls for any further comment.

HUMAN RESOURCE DEVELOPMENT

Our employees are the most valuable asset of the Company. We encourage innovation, meritocracy and the pursuit of excellence.

We are in continuous process to monitor individual performance. We continue to have cordial and harmonious relations with its employees.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, from time to time.

CORPORATE GOVERNANCE

The Company considers Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholder value. It has implemented all the provisions of Corporate Governance as stipulated under Clause 49 of the listing agreement with all the stock exchanges, where the Company is listed. It has always been a constant endeavor of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the Auditors of the Company, certifying compliance with stipulations of Clause 49 of listing agreement with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

EQUAL OPPORTUNITY TO ALL THE EMPLOYEES

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards.The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and employees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State government, Local Authorities, Client, Vendors, Advisors, Consultants, Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the our Company.

To them goes the credit for the Company''s achievement and to you, our shareholders we are deeply grateful for the confidence and the faith that you have always reposed in us.



For and on behalf of the Board of Directors of Chambal Breweries And Distilleries Limited

PLACE : KOTA Sd/- Sd/- DATE : 06.08.2013 PARASRAM JHAMNANI GAJRAJ SINGH Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report of your Company along with Audited Annual Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31 st March, 2012 is as follows:

Particulars 31.03.2012 31.03.2011

Turnover (FOB) 4,03,34,835 22,58,560

Other Income - -

Less: Total Expenditure 3,95,21,596 24,93,012

Interest - -

Depreciation 1,39,607 2,90,772

Profit/(Loss) before Tax & extra-ordinary items 8,13,239 (2,34,452)

Add/Less: Extra Ordinary Items - -

Profit / (Loss) beforeTax 8,13,239 (2,34,452)

Less: Provision for Current Tax 3,30,017 17,402

Provision for FBT - -

Provision for Deferred Tax Add: old provision for tax written back - -

Deferred tax written back - -

Less : Income tax for earlier years - -

Net Profit/ (Loss) after Tax for the year 4,83,222 (2,51,854)

OPERATIONS

The company is engaged in the trading and retailing of IMFL and beer. During the year, company made a profit of four lacs, eighty three thousand, two hundred and twenty two.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange limited and Jaipur Stock Exchange Limited. DIVIDEND

Bearing in mind the financials and various growth prospects of the Company, the Directors do not recommend any dividend for the year.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits from public during the year.

DIRECTORS

Shri Anupam Garg, Director, retires by rotation in terms of provisions of Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. Bipin Zavar & Associates, Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. Accordingly, the said Auditors are proposed to be re-appointed as auditors of the Company for the financial year 2012- 2013 at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

HUMAN RESOURCE DEVELOPMENT

Human capital continues to be a vital resource for the Company. The Company has a continuous process to monitor individual performance. The Company continued to have cordial and harmonious relations with its employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the industrial structure, development, opportunities, threats, review of operational performance and risks, as required under the Listing Agreements with stock exchanges, forms part of this report and is annexed herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirmed that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company for the financial year ended 31st March 2012 and of profit of the Company for that year;

3. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be disclosed under the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, from time to time.

CORPORATE GOVERNANCE

The Company considers Corporate Governance as an important step towards building investor confidence, improve investor's protection and maximize long term shareholder value. It has implemented all the provisions of the Corporate Governance as stipulated under Clause 49 of the listing agreements with all the stock exchanges, where the Company is listed It has always been a constant endeavor of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate

Governance along with a certificate from the Auditors of the Company, certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption.

There are no foreign exchange transactions during the year.

For and on behalf of the Board of Directors

Sd/-

Parasram Jhamnani Chairman

PLACE : Kota

DATE : 14.08.2012

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Mar 31, 2010

The Directors Take pleasure in presenting the Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS

Rs. In lacs

Particulars Current Year Previous Year

Total Income 13.35 0.00

Less : Expenditure 17.13 6.60

Profit Before Tax (3.77) (6.60)

Profit After Tax (3.86) (6.60)

Profit / (Loss) Brought Forward (6.13) 0.47

Balance Carried to Balance Sheet (9.99) (6.13)

DIVIDEND

In view of the losses during the current year, your directors are unable to recommend any dividend for the year.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit u/s. 58A of the Companies Act, 1956 and rules framed there under.

AUDITORS

M/s. Bipin Zavar & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Directors recommend re-appointment of M/s. Bipin Zavar & Associates as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS' REPORT

The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

DIRECTORS

In accordance with the Companies Act, 1956, Mr. Raj Kumar Jain, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. A motion for the re-appointment of Mr. Raj Kumar Jain, as Director of the Company will be placed before the Members in the ensuing AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption There are no foreign exchange transactions during the year.

PARTICULARS OF EMPLOYEES

The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

(i) in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) they have selected the 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 under review and for the loss of the Company for the same period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the mandatory statutory requirement of corporate Governance specified by the SEBI through Clause 49 of the Listing Agreement. As required by the said clause, a separate report on the Corporate Governance together with the Management Discussion and Analysis Report forms part of this Annual Report.

A certificate from the Auditor of the company regarding compliance of conditions of Corporate Governance has been obtained and enclosed to this report.

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange limited and Jaipur Stock Exchange Limited. The trading in Equity shares of the company is currently suspended at both the exchanges.

ACKNOWLEDGEMENTS

Your Directors thank the Company's Bankers and other statutory authorities for their continued support to the Company. The Directors express their gratitude for the support and guidance received from its shareholders. The Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork and contribution during the year.

By order of the board

For Chambal Breweries & Distilleries Limited

PLACE: MUMBAI

DATE: August 27, 2010 CHAIRMAN