Your directors have pleasure in presenting the 32ndAnnualReport together with Audited Accounts of the Company forthe year ended 31st March, 2025.
1. Financial Results:
(Rs. in lakhs)
Particulars
31.03.2025
31.03.2024
Total Revenue
7790.22
6599.83
Profit / (Loss) before Prior period,Exceptional and Extra-Ordinary item
13.22
23.04
Prior Period items
--
Exceptional items
217.49
Tax Expenses
Profit / (Loss) for the Year
(194.45)
Other Comprehensive Income
3.21
4.78
Balance Carried Forward toBalance sheet
16.43
(189.67)
Your Company is engaged in the business of manufactureand trade of Indian Made Foreign Liquor (IMFL) underown brand Capricorn, Jean Brothers, Black Berry, 2Barrels,Green Magic, Chevalier, Once More as well asunder tie-uparrangements with other Companies. IMFL comprises ofWhisky, Brandy, Rum, Gin and Vodka. Your Companycurrently operates through own manufacturing unitlocated at R.S 89/4A, Katterikuppam Village, MannadipetCommune, Pondicherry. The Unit is equipped withinfrastructure facilities and technology, whichencompasses all modern facilities for blending andbottling, can undertake manufacture of IMFL. The corecompetency of your Company is in house technical andformulation knowledge, skilled workforce and well-equipped manufacturing facilities, which enable us tomanufacture a wide range of IMFL products to diverseclient requirements.
During the year, the total Income from operations was Rs.7790.22 lakhs compared to Rs.6599.83 lakhs in theprevious year recording a net profit of Rs. 13.22 lakhs, asagainst the net loss of Rs. (194.45)Lakhs in the previousyear. Earning per share is Rs.0.07 against Rs. (0.79)in theprevious year on a weighted average basis as perAccounting Standard 20 issued by the Institute ofCharteredAccountants of India.
During the current financial year, your Company ismaking all possible efforts to improve the performance.
Your Board of Directors does not recommend carrying anyamount to reserves; the entire profit amount was carriedforward to next year.
There is no change in the nature of the business of theCompany during the financial year under review.
There are no material changes between the Period fromend of Financial Year to the Date of Report of the Board:
There are no significant and material order passed by theRegulator/Court/Tribunals impacting the going concernstatus and Company's operations in future.
In order to conserve resources, Your Directors did notrecommend any dividend on the equity shares for thefinancial year 2024-25.
During the year, the Company has not accepted orrenewed any deposits from the public as covered undersection 73 of the Companies Act, 2013 read with theCompanies (Acceptance of Deposits) Rules, 2014 andthere are no deposits which are pending for repayment ason 31.03.2025.
The Company has no subsidiaries, Joint Venture andassociate companies during the year under review.
The current policy is to have an appropriate mix ofexecutive and independent directors, as considered andrecommended by the Nomination and RemunerationCommittee and as per the stipulations of the statutes, tomaintain the independence of the Board. As of 31st March,2025, the board has 6 members, as mentionedbelow:
The list of Directors as on 31 st March, 2025 is:
SI.
NAME OF THE
NATURE OF
No.
DIRECTOR
DIRECTORSHIP
1
Mr. R.V. Ravikumar
Managing Director
2
Mr. Badrinath S Gandhi
Executive Director
3
Mr. ShaileshKantilalKathariya
Independent Director
4
Mr. DharmendraDalsingar Yadav
5
Mr. MuthumaniRajesaker
6
Ms. Vidhisa Shekhar Shetty
The policy of Company on director's appointment andremuneration, including the criteria for determiningqualification, positive attributes and other matters asrequired under sub-section 3 of section 178 of theCompanies Act, 2013 is available on Company's website.
There has been no change in the policy. We affirm thatremuneration paid to the directors is as per the terms laidout in the Nomination and Remuneration Policy of theCompany.
Mr.R.V. Ravikumar to be reappointed as director of theCompany who retires by rotation at this Annual GeneralMeeting and being eligible, offers himself for re-appointment.The resolutions set out in the Notice to AGMare self-explanatory.
Tenure of Mr. R.V. Ravikumar as managing director of theCompany and Mr. Badrinath S Gandhi as Whole-timedirector of the Company expires on 31/03/2026.
Pursuant to provisions of Section 196 and other applicableprovisions of the Companies Act, 2013 read with rulesmade thereunder and Regulation 17 of SEBI (LODR) 2015as amended, reappointment of managing director andwhole-time director can be made not earlier than 1 yearbefore the expiry of their tenure.
Hence, Board proposes reappointment of Mr. R.V.Ravikumar as Managing director of the Company w.e.f.01/04/2026 and Mr. Badrinath S Gandhi as Whole-timedirector of the Company w.e.f. 01/04/2026 by members atthe ensuing Annual General Meeting pursuant torequirement of Section 196 and 197 read with rules madethereunder and Chapter V of the CompaniesAct, 2013.
Further as tenure of independent director of the CompanyMr. Ashok Raju Shetty was ending on 26th September,2024 and tenure of independent directors of the CompanyMr. Kunjuri Murtyrao Satynarayana and Mr. PopatlalMukanchand Kathariya were ending on 23rd September,2024. The Board of directors at their meeting held on24thAugust, 2024 on a recommendation of Nominationand Remuneration Committee, appointed Mr. ShaileshKantilal Kathariya and Mr. Dharmendra Dalsingar Yadavas additional director(s) in the capacity of independentdirectors of the Company and their appointment(s) wereconfirmed by members at the Annual General Meeting ofthe Company held on 23rd September, 2024.
Further Board of directors at their meeting held on 12thNovember, 2024 on a recommendation of Nomination andRemuneration Committee, appointed Mr. MuthumaniRajesaker as additional director in the capacity ofindependent director of the Company and hisappointment(s) was confirmed by members throughpostal ballot on 30th January, 2025.
During the financial year under review, the Board ofDirectors duly met 5 (Five) times in respect of which
meetings proper notices were given and the proceedingswere properly recorded and signed in the minute's bookmaintained for the purpose.
Date of Meeting
Board Strength
No. of
Directors Present
29-05-2024
13-08-2024
24-08-2024
12-11-2024
11-02-2025
The Audit Committee has been constituted and functionsin accordance with the provisions of Section 177 of theCompanies Act, 2013 ("Act") read with Companies(Meeting of Board and its Powers) Rules,2014.During theyear under review, The Committee was reconstitutedtwice owing to change in composition of board ofDirectors. The Audit Committee met four (4) times duringthe financial year 2024-25 i.e. on 29/05/2024, 13/08/2024,12/11/2024 and 11/02/2025. The details of the Committeealong with the details of the meetings held and attendedby the members of the committee during the financial year2024-25 are as under:
Sr. No
Name of the Director
Meeting details
Held
Attended
Mr.Shailesh KantilalKathariya (w.e.f. 24/08/2024)
Mr.Dharmendra DalsingarYadav (w.e.f. 24/08/2024)
Mr.MuthumaniRajesaker(w.e.f. 11/02/2025)
Mr.Badrinath S Gandhi
Mr. Ashok Raju Shetty(Chairman) (Upto 24/08/2024)
Mr.Kunjuri MurtyraoSatyanarayana (Upto 24/08/2024)
7
Mr.Popatlal Mukanch andKathariya (upto 24/08/2024)
During the financial year 2024-25, the Board of Directors ofthe Company accepted all recommendations put forth to itby the Audit Committee.
The Company has constituted Nomination &Remuneration Committee which comprise ofindependent directors. The Committee was reconstitutedtwice owing to change in composition of board ofDirectors. The Members of the Committee are Mr.Shailesh
Kantilal Kathariya, Mr.Dharmendra Dalsingar Yadav andMr. Muthumani Rajesaker. The quorum for theNomination and Remuneration Committee is threemembers. The Committee met thrice during the year i.e.on 29/05/2024,24/08/2024 and 12/11/2024.
The details of attendance of the members of the committeeat the meeting are given below:
Sr.
Mr.Muthumani Rajesaker(w.e.f. 11/02/2025)
Ms.Vidhisa Shekhar Shetty(w.e.f 24/08/2024 andupto 11/02/2025)
Mr. Ashok Raju Shetty(Chairman) (upto 24/08/2024)
Mr.Kunjuri MurtyraoSatyanarayana (upto 24/08/2024)
The Independent directors have submitted the declarationof independence, as required pursuant to Section 149 (7) ofthe Companies Act, 2013 confirming that they meet thecriteria of independence provided in section 149 (6) of theCompanies Act, 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements)Regulation, 2015.
The Company has devised a Policy for performanceevaluation of Independent Directors, Board, Committeesand other individual Directors which includes criteria forperformance evaluation of the non-executive directorsand executive directors and a process of evaluation wasfollowed by the Board for its own performance and that ofits Committees and individual Directors.
The process of programs for familiarization ofIndependent Directors with the Company, their roles,rights, responsibilities in the Company, nature of theindustry in which the Company operates, business modelof the Company and related matters are put up on thewebsite of the Company.
The Company has devised a policy for performanceevaluation of the Board, Committee and other individualdirectors (including independent Director) which includecriteria for performance evaluation of Executive and Non-
Executive Directors. The Evaluation process inter aliaconsiders the attendance of Directors at Board andcommittees meeting, effective participation, domainknowledge, compliance with code of conduct, vision andstrategy.
The Board carried out annual performance evaluation ofthe Board, Committees, Individual Directors and theChairperson. The Chairman of the respective Committeesshared the report on evaluation with the respectivecommittee members. The performance of each committeewas evaluated by the Board, based on the report onevaluation received from the respective committee.
The report on performance evaluation of the IndividualDirectors was reviewed by the Chairman of the Board andfeed back was given to Directors.
Mr. R. V. Ravikumar, Chairman and Managing Director,Mr.Badrinath S Gandhi, Whole Time Director, Mrs. L.Bhuvaneshwari, Chief Financial Officer and Mr.ManoharWaman Oak, Company Secretary and Compliance Officerare the Key Managerial Personnel of the Company.
During the year under review, Mr. V Rajkumar resigned asCompany Secretary and Compliance Officer of theCompany w.e.f. 12/02/2025 and in his place, Mr.ManoharWaman Oak was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 27/05/2025 bythe Board at their meeting held on 27/05/2025.
(i) That in the preparation of the Annual Accounts, theapplicable Accounting Standards have been followedalong with proper explanation relating to materialdeparture.
(ii) That the Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company atthe end of the current year as on 31st March, 2025 and ofthe Profit or Loss of the Company for the year ended onthat date.
(iii) That the Directors have taken proper and sufficient carefor the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
(iv) That the Directors have prepared the Annual Accounts ofthe Company on a going concern basis.
(v) The Directors have laid down internal financial controls tobe followed by the Company and that such internalfinancial controls are adequate and are operatingeffectively and
(vi)The Directors have devised proper system to ensurecompliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
The Company has complied with the requirements of theCode of Corporate Governance as stipulated in SEBI(Listing Obligations and Disclosure Requirements),Regulations, 2015. In terms of Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015, the Corporate Governance andManagement Discussion and Analysis Report is attachedto this Directors' Report.
A Certificate from the Auditors of the Company regardingcompliance of the conditions of Corporate Governance asstipulated by SEBI (Listing Obligations and DisclosureRequirements), Regulations, 2015 is attached to thisDirectors' Report.
The statutory auditors of the Company M/s. Abhishek STiwari & Associates, Thane were appointed by theshareholders at the Annual General Meeting of theCompany held on 23/12/2020 for a period of 5 financialyears.
Since the tenure of existing auditor of the Companyexpires at the ensuing Annual General Meeting, board ofdirectors at their meeting held on 06th August, 2025,appointed M/s. Ramanand & Associates, CharteredAccountants as statutory auditors of the Company for aperiod of 5 years commencing from financial year 2025-26.The appointment is subject to approval of members at theensuing Annual General Meeting.
Following are the qualifications/adverse remarks made bythe statutory auditor to which Board's reply is statedbelow:
3.1: Your attention is invited to Note No. 5.1 'Amountrecoverable under Dispute' of Rs. 2,900.25 Lakhs;which have been classified as 'Other Non-CurrentAssets'; the Company has filed various cases againstthe parties and initiated action for recovery. Further,'Securities and Exchange Board of India' (SEBI) videits Order dated 12-03-2019 directed the above partiesto repay the amounts back to Company. We areunable to comment on reliability/ recoverability ofthese debts and amount given and no provision forExpected Credit Loss as per Indian AccountingStandards (IND AS) for doubtful recovery of suchamount is considered necessary by the company.
The Company has taken legal action and has alsofiled complaints against the parties and the MerchantBank Mr. Anil Agrawal. Further, 'Securities and
Exchange Board of India' (SEBI) vide its Order dated12-03-2019 directed Mr. Anil Agarwal and others toPay Rs. 33.83 Crs. back to the Company with Interest@ 12% pa w.e.f 01.04.2011. Mr.Anil Agarwal andothers have filed appeal before SAT. However, themanagement expects to get back the amounts in duecourse. Hence, no provision has been made for'Expected Credit' on these amounts.
3.2. Your attention is invited to Note No. 3 Regarding'Investment in Liquor India Limited' and 'Amountreceived from 'Lemonade Shares & Securities PrivateLimited' (Refer Note No. 17) which is considered asdisputed and no adjustment for sale thereof havebeen incorporated in the financial statements by theCompany. The sale agreement entered into with'Lemonade Shares & Securities Private Limited' forsale of entire undertaking has been challenged inNational Company Law Tribunal to rectify theRegister of Members and the Company petition hasbeen ordered "Non Maintainable" and the Companyhas filed an appeal in the National Company LawAppellate Tribunal against the NCLT order and alsocivil suit has been filed before IInd AdditionalDistrict Judge, Ranga Reddy District, L B Nagar,Hyderabad, with prayers inter-alia to rescind theagreement as being void and restore the parties backto the position prior to MOU Dated 05-09-2012. TheCompany has also filed SLP in Supreme Court ofIndia apart from registering various complaints withPolice, SEBI, and Enforcement Directorate.Management does not anticipate any liability on thisaccount and accordingly the company has notprovided for diminution in value of Investments andnot made provision for Expected Credit Loss inrespect of Loan to 'Liquor India Limited' during theFinancial Year 2024-25. As the matter is sub-judice weare unable to comment whether any adjustments areneeded for the recoverability of investments thereof.Accordingly, impact on loss for the year andinvestments thereof if any, is unascertainable.
The matter is self-explanatory. Apart from the civilsuit, the Company has also filed an appeal against theNCLT order in NCLAT and complaints with PoliceAuthorities. The Supreme Court has directed theInvestigating Agencies to take all actions accordingto law and CBCID, Hyderabad has framed chargesheet against Mr. Anil Agarwal and others. The Legalproceedings are under-way. Company is confident ofsucceeding in the matter. Therefore, no provision hasbeen made for 'Expected Credit Losses' on theseamount.
3.3 Note No. 8 regarding Confirmations not obtained asof March 31,2025 in respect of certain financial assetssuch as Sundry Debtors and allowance for expected
credit not recognized on these financial assets eventhough indications of increase in credit risks wereobserved. The company has made a short provisionby Rs.199.90 Lakhs for Expected credit loss.Therefore, the Consequential impact on financialresults is not ascertainedby the Company.
Confirmation from some of Debtors and creditors areobtained, whereas for remaining we have asked themto confirm the same, which we will able to get in duecourse, w.r.t. provision for expected credit loss whichhas not been provided in the books of account,management is in view that in due course,outstanding amount which require provision to becreated will be recovered. Hence no provision hasbeen made.
3.4 Note No. 18 regarding Confirmations not obtained asof March 31, 2025 in respect of certain financialliabilities such as Sundry creditors and theConsequential impact on financial results is notascertained by the Company.
Confirmations from certain creditors have beenobtained. For the remaining balances, the Companyhas already requested confirmations and expects toreceive them in due course. Based on the Company'sreview of records and reconciliations, managementbelieves that the balances of sundry creditors asstated in the books are correct and fairly presented.Accordingly, no adjustment is considered necessaryin the financial statements at this stage.
3.5 Note No. 20 There are statutory dues amounting toRs. 260.23 Lakhs which are pending to be depositedwith appropriate government authorities by theCompany. The Company has not made provision forinterest on these dues on account of delay indepositing dues. Since the management has notestimated overall liability on account of interest,financial impact on financial Statements is notascertainable.
w.r.t statutory dues which are outstanding from thesubstantial period of time management is of viewthat, the operation of Company will be improved incoming months and Company will be in position tosettle all dues along with the interest.
3.6 The creditors having outstanding balance as of 31stMarch, 2025 are 232 which is amounting Rs. 1,336.59Lakhs, out of which the management has identifiedthe 57 creditors having balance of Rs.506.04 Lakhswhich are registered under MSME. The balance 175Creditors having balance of Rs. 830.55 Lakhs themanagement has not identified whether they are
registered under MSME or not. Hence, we are unableto comment regarding the financial implication dueto the unidentified creditors by the management.Reply of Board
The Management is in process of identifying thecreditors which are registered under MSME Act forthe rest of creditors.
VII. CARO Point no VII: In our opinion and according tothe information and explanations given to us andbased on audit procedures performed by us, theCompany has generally not been regular indepositing undisputed statutory dues, includingGoods and Services tax, Provident Fund, Employees'State Insurance, Income Tax, Sales Tax, Service Tax,duty of Custom, duty of Excise, Value Added Tax,Cess and other material statutory dues applicable toit with the appropriate authorities.
The Company is taking all steps to clear all thestatutory dues and keep up to date within this FY2025-2026.
The Auditors Report for the financial year ended March31, 2025 is annexed herewith and is part of the AnnualReport. The notes on financial statements referred to in theAuditors Report are self-explanatory and do not call forany further comments.
The Statutory Auditors have not reported any incident offraud to the Board of Directors of the Company in the yearunder review.
Annual return in Form MGT-7 up to the Financial Year2023-24 as required under Section 92 of the Act isavailable on the Company's websitehttp://www.ravikumardistilleries.com. Annual return forthe F.Y. 2024-25 shall be made available on the Company'swebsite post completion of the Annual General Meeting ofF.Y. 2024-25.
In terms of Section 197(12) of the CompaniesAct, 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014,the statement showing the name of the employeesdrawing remuneration in excess of the limit specified inthe Rules are not applicable on the Company as during theperiod, no employee of the Company was drawing salaryin excess of the limits prescribed therein.
Pursuant to Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rule, 2014 asamended from time to time, applicable details are given inthe attached statement marked as Annexure "A" to thisReport.
Particulars of Contracts or arrangements with relatedparties referred to in section 188(1) of the Companies Act,2013, in the prescribed Form AOC-2, is appended as"Annexure B" to this Board's Report. Further, there are nomaterial related party transactions during the year underreview with the Promoters, Directors or Key Managerialpersonnel. All related party transactions are alsomentioned in the notes to the accounts. The Company hasdeveloped a framework through Standard operatingprocedures for the purpose of identification andmonitoring of such Related Party Transactions. All Relatedparty transactions are placed before the Audit Committeefor approval. Omnibus approval is obtained on a yearlybasis for transactions which are of repetitive nature and astatement giving details of all Related party transactionsare placed before the Audit Committee and the Board forreview and approval on a quarterly basis. The policy onRelated party transactions as approved by the Board ofDirectors has been uploaded on the website of theCompany. Your Directors draw attention of the membersto Note to the financial statement which sets out relatedparty disclosures.
Pursuant to the provisions of section 204 of the CompaniesAct, 2013 and rules made thereunder, the Company hasappointed M/s.Uttam Shetty & Co., Company Secretariesin Practice having Membership Number F-8691 toundertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2024-25 as issued byhim in the prescribed Form MR-3 is marked as Annexure"C" to this Report.
Following are the qualifications/adverse remarks made bythe secretarial auditor to which Board's reply is statedbelow:
1 Company failed to comply with Regulation 17(1) ofSEBI (LODR), 2015 with regard to minimum numberof directors.
There was delay in appointment of minimum numberof directors and the delay caused was unintentional.
2 Delay in payment of Listing fees by the Company toBSE andNSE for the financial year 2024-2025.
Due to heavy losses and liquidity crisis, Company isunable to pay listing fees on time.
3. Combined Penalty of Rs. 5,42,800/-(inclusive of GST)was imposed on the Company for delay inappointment of minimum number of directors videnotice(s) issued by BSE and NSE and Company failed
to make the payment within 15 days from the date ofreceipt of notice from Stock Exchange/s.
Due to heavy losses and liquidity crisis, Company isunable to pay penalty on time, will take adequate stepsto clear the same at the earliest.
As required under section 204 of the Companies Act, 2013read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and Regulation 24A ofSEBI (LODR)2015 as amended, the Board has appointedM/s. Naithani & Shetty Associates, Practising CompanySecretary, Mumbai, as Secretarial Auditors of theCompany for a period of 5 financial year commencingfrom the financial year 2025-26. The Company hasreceived their consent for such appointment.
The Company has an Internal Control System,commensurate with the size, scale and complexity of itsoperations.
M/s R.O. Pandey & Associates (FRN 134455W), CharteredAccountants, Mumbai, were the Internal Auditors for theFY 2024-25, and they have submitted their quarterlyreports duly to the Audit Committee.
M/s R.O. Pandey & Associates (FRN 134455W), A106, JayBharat Society, Lalji Pada, Link Road, Kandivali West,Mumbai-400067, have been reappointed as the InternalAuditors of the Company for the FY2025-26.
All the properties of the Company including buildings,plant and machinery and stocks have been adequatelyinsured.
The particulars regarding the disclosure of theconservation of energy and technology absorption, asrequired under section 134(3) (m) of the Companies act,2013 read with the Companies (Accounts) Rules, 2014 aregivenbelow:
The Company continues to accord high priority toconserve the energy. Details of some of the measuresundertaken to optimize energy conservation are.
i. Installation of circuit breakers, safely and easily operativeand accessible are provided in each machinery/equipmentresulting in reduction of idle run.
ii. Trip system in bottling lines easily and safely operative,incase of lag / fault in any equipment / machinery acrossthe line.
iii. Recycling of wash water resulting in conservation of waterand energy.
iv. Gravity Liquor flow system in all process areas resultingin lesser consumption of energy
v. Installation of "Turbo Vent" for Natural ventilation systemin roofs of all buildings.
vi. Installation of Transparent Poly Coat Sheets in the roofresulting in availability of natural light.
Sl.No.
Power and FuelConsumption
2024-25
2023-24
1.
Power including lighting
Units Consumed
84760
70920
Rate per Unit (in Rs.)
6.75
6.35
Amount paid (in Rs.)
5.72
4.50
Additional Charges
-
Total charges
2.
Own generation byDiesel Generator
Diesel utilized Litres
978
678
Unit per Litre of dieseloil generated
3.37
3.42
a) Activities relating to Exports, Initiatives taken to increaseExports, Developments of new Export Market forproducts and Services and Export Plans:
b) Total Foreign Exchange
Inflow: Rs.6,48,91,910/-Outgo: Nil
During the financial year 2017-18, your Directors haveconstituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Boardin (a) Overseeing and approving the Company's riskmanagement framework; and (b) Overseeing that all therisks that the organization faces such as strategic,financial, market, liquidity, legal, regulatory, reputationaland other risks have been identified and assessed andthere is an adequate risk management infrastructure inplace capable of addressing those risks. A RiskManagement Policy was reviewed and approved by theCommittee.
The Company manages, monitors and reports on theprincipal risks and uncertainties that can impact its abilityto achieve its strategic objectives. The Company'smanagement systems, organizational structures,
processes, standards, code of conduct and behaviourstogether form the Risk Management System (RMS) thatgoverns how the Company conducts the business of theCompany and manages associated risks.
The Company has introduced several improvements toRisk Management, Internal Controls Management andAssurance Frameworks and processes to drive a commonintegrated view of risks, optimal risk mitigation responsesand efficient management of internal control andassurance activities.
However, as risk management committee is not requiredconsidering the market capitalisation of the Company,Board at its meeting held on 10th May, 2023 dissolved therisk management committee of the Company.
During the year under review, Company has not providedany loans, guarantees and investment covered undersection 186 of the Companies Act, 2013.
Your Company has constituted an Internal ComplaintCommittee as required under Section 4 of SexualHarassment of Woman at Workplace (Prevention,Prohibition and Redressal) Act, 2013.There were noincidences of sexual harassment reported during the yearunder review. Further there was no complaints of anysexual harassment was pending as on 31st March 2025.
Details as required under Rule 8(5) of Companies(Accounts) Second Amendment Rules, 2025 are as follows:
a) number of complaints of sexual harassment received inthe year: NIL
b) number of complaints disposed off during the year: NIL
c) number of cases pending for more than ninety days: NIL
The relations between the employees and managementcontinued to be cordial during the year.
The Company has neither issued any Bonus Share orShares with differential voting rights nor granted anystock options/sweat equity shares.
Your Company does not fall in any of the categories asprovided under section 135 of the Companies Act, 2013and hence CSRrule is not applicable to the Company.
The Company has formulated and adopted a vigilmechanism for employees to report genuine concerns tothe Chairman of the Audit Committee. The policyprovides opportunities for employees to access in goodfaith, the Audit Committee, if they observe unethical andimproper practices. The Whistle Blower policy of theCompany is available in the website of the Company.
There was no amount which was required to betransferred to Investor Education and Protection Fundduring the financial year under review.
As per the Companies (Cost Records and Audit)Rules,2014, the Company does not attract the provisions ofSection 148(1) of the Companies Act, 2013 for maintenanceof Cost Records, and hence not subject to CostAudit.
The following table is self-explanatory in presenting the legal status of the cases by/againstthe Company.
Sl.no
Status as on 31.03.2025
Status as on 31.03.2024
SEBI - Investigation-RKDL's IPO fundswindled by Mr. Anil Agrawal -Appeal by Mr. Anil Agrawal andOthers in Securities AppellantTribunal, Mumbai.
The Appeal in SAT ispending for hearing.
SEBI has concluded the investigationand vide order no: WTM/GM/EFD/99/2018-19 dated 12-03-2019 hasdirected Mr. Anil Agrawal and hisassociates to return Rs.33.83 crores tothe Company with 12% p.a interestw.e.f 01.04.2011.
Mr. Anil Agrawal and Others hasfiled Appeal before SAT. Theproceedings are in progress
Hon'ble Supreme Court - Criminal Appeals inSpecial Leave Petitions in the matter of M/s.Liquors India Limited and IPO Funds.
Same as inCol.4
Hon'ble Supreme Court has givendirection that the Investigation shallproceed in the matters and theInvestigation Authorities shall be atliberty to take such steps as may beadvised to them in accordance withthe provision of law. The InvestigatingAuthorities has completed theInvestigation and has filed "ChargeSheet" against Mr. Anil Agrawal and81 others before the Hon'ble IIndAdditional Junior Civil Judge-cum-IIAdditional Metropolitan Magistrate(Juvenile Court), RR District, L.B.Nagar, Hyderabad. The proceed inthe Hon'ble Court is in progress.
Status ason31.03.2025
3.
Comp any Petition u/s 111A, in the matter of M/s.Liquors India Limited
The Appeal in NCLAT ispending.
Hon'ble National Company LawTribunal , Hyderabad Bench- I haspronounced the Order dated06.09.2023 stating that "in the result,the present Company Petition filedunder Section 111Aof the CompaniesAct, 1956 seeking declaration andother reliefs, is not maintainable,before this Tribunal, hence the sameis hereby dismissed as notmaintainable.
The Company has filed Appeal withthe Hon'ble National Company LawAppellate Tribunal, Chennai Benchand the Hon'ble Bench issued theStay Order dated 28.11.2023 that theParties shall maintain a status quo, asit exist today, in regard to thedisputed shares.
The Appeal against the "NotMaintainable" Order of NCLT, is yetto be taken up fordisposal.
4.
Civil Suit O.S. No: 103 of 2013, in the matter ofM/s. Liquors India Limited, filed in Hon'ble XVIADJ Court, Malkajgiri, Hyderabad
Proceedings in Progress
The matter has been restored by theHon'ble Principle District AndSessions Judge, Medchal andMalkajgiri District, Malkajgiri.Telangana.
5.
FIR - 248 of 2013 - Charge Sheet CC No.948/2020filed by EOW CBCID Hyderabad Police, againstMr.Anil Agrawal and others in the matter ofM/s.Liquors India Limited & IPO Funds beforethe II Metropolitan Magistrate Court, LB Nagar,RR District, Hyderabad.
CB-CID has filed Charge Sheetagainst Mr. Anil Agrawal and 81Others in the Hon'ble IIndAdditional Junior Civil Judge-Cum-II Additional Metropolitan Magistrate(Juvenile Court), RR District, LBNagar, Hyderabad and theproceedings are in progress.
6.
Monetary Suit with the Hon'ble High Court ofMumbai, in the matter of RKDL's IPO swindledby Mr.Anil Agrawal & Others.
Recovery suit
1. S/1144 of 2015 on Comfort Intech Limited
2 S/74 of 2015 on Ranisati Dealer PLtd
3 COMS/107 of 2015 on Sukusama Trading &Investment P Ltd.
The case has now been transferredfrom the Hon'ble High Court ofMumbai to the Hon'ble City CivilCourt (District Court in Mumbai).This is on account of increase in thepecuniary jurisdiction of the CityCivil Court.
4 COMS/110 of 2015 on Gulistan Vanijya P Ltd.
5. COMS/337/2016 on
Gaungour Suppliers P Ltd.
6. S/128 of 2015 on Vibhuti Multitrade P Ltd.
7.
Prevention of Money Laundering under PMLA,2002 - ECIR/CE.20-II/22/2021/DD(SA) byEnforcement Directorate.
SameasinCol.4
Proceedings in progress.
8.
Company Petition u/s. 397 & 398 in NCLT,Chennai filed by Comfort Intech Ltd against theCompany.
9.
Case No. ID / 0000020/2023 dated 03.10.2023filed by AIUTUC, Pondicherry in the Hon'bleCourt of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry.
Same asinCol.4
10.
Case O.S. No. 0100017/2018 filed in the Hon'bleCourt of Principle District Judge, Puducherryfor Recovery of Dues from M/s. Vinodh Liquors,Karaikal.
11.
Case No. OP / 0000015/2024 dated 12.06.2024filed by AIUTUC, Pondicherry in the Hon'bleCourt of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry.
12.
Case No. ID / 0000005/2024 dated 19.06.2024filed by AIUTUC, Pondicherry in the Hon'bleCourt of Presiding Officer, Industrial Tribunal-Cum-Labour, Pondicherry.
SI. No.
Status
SEBI -Investigation - RKDLs IPO funds swindlingby Mr. Anil Agrawal. Appeal by Mr.Anil Agrawaland Others in Hon'ble Securities AppellantTribunal, Mumbai
Final hearing held on 08.07.2025. Order Reserved.
Hon'ble Supreme Court-Criminal Appeals inSpecial Leave Petitions in the matter ofM/s. Liquors India Limited and IPO Funds.
Pending
Company Petition u/s 111A, in the matter ofM/s.Liquors India Limited.in NCLT, Hyderabad,seeking declaration and other reliefs, is notmaintainable, before this Tribunal, hence the sameis hereby dismissed as not maintainable.
The Company has filed Appeal with the Hon'bleNational Company Law Appellate Tribunal,Chennai Bench.
Posted on 09.09.2025 for hearing.
Original Suit OS. No. 103 of 2013 in the matter ofLiquors India Limited in the Hon'ble XVI ADJCourt, Malkajgiri, Hyderabad.
Posted on 02.09.2025.
FIR - 248 of 2013 - Charge Sheet CC No.948/2020filed by EOW CBCID Hyderabad Police, againstMr.Anil Agrawal and others in the matter ofM/s.Liquors India Limited & IPO Funds before theII Metropolitan Magistrate Court, LB Nagar,
RR District, Hyderabad.
Posted on 26.08.2025.
Monetary Suitin the matter of RKDL's IPO swindledby Mr.Anil Agrawal & Others. Recovery suit
- S/1144 of 2015 on Comfort Intech Limited.
Posted on 15.09.2025.
- S/74 of 2015 on Ranisati Dealer P Ltd.
Posted on 16.09.2025.
- COMS/107 of 2015 on Sukusama Trading &Investment P Ltd.
Posted on 03.10.2025.
- COMS/110 of 2015 on GulistanVanijya P Ltd.
Posted on 22.09.2025.
- COMS/337/2016 on Gaungour Suppliers P Ltd.
Posted on 27.08.2025.
- S/128 of 2015 onVibhuti Multitrade P Ltd.
Posted on 17.10.2025.
Prevention of Money Laundering under PMLA,2002 ECIR/CE.20-II/22/2021/DD(SA) byEnforcement Directorate.
In process.
Company Petition u/s.397& 398 in NCLT, Chennaifiled by Comfort Intech Ltd against the Company.
Final hearing held on 28.07.2025. Order Reserved.
Case No. ID / 0000020/2023 dated 03.10.2023 filedby AIUTUC, Pondicherry in the Hon'ble Court ofPresiding Officer, Industrial Tribunal-Cum-Labour,Pondicherry
Case No. OP / 0000015/2024 dated 12.06.2024 filedby AIUTUC, Pondicherry in the Hon'ble Courtof Presiding Officer, IndustrialTribunal-Cum-Labour, Pondicherry
Case No. ID / 0000005/2024 dated 19.06.2024 filedby AIUTUC, Pondicherry in the Hon'ble Court ofPresiding Officer, Industrial Tribunal-Cum-Labour,Pondicherry
Case O.S. No. 0100017/2018 filed in the Hon'bleCourt of Principle District Judge, Puducherry forRecovery of Dues from M/s. Vinodh Liquors,Karaikal.
Posted on 03.09.2025.
39. Listing of Shares with BSE Limited and NSE IndiaLimited:
The Shares of the Company are listed on BSE Limitedand NSE Limited.
40. Share Capital:
The Authorized Share Capital of the Company as on 31stMarch, 2025 is Rs. 25,00,00,000/- (Rupees Twenty-FiveCrore only) divided into 2,50,00,000 Equity Shares of Rs.10/- each aggregating to Rs. 25,00,00,000/- (RupeesTwenty-Five Crore only).
There has been no change in the Equity Share Capital ofthe Company during the financial year 2024-25.
The Issued, Subscribed and Paid-up capital of theCompany as on 31st March, 2025 is 24,00,00,000/-(Rupees Twenty-Four Crore only) divided into2,40,00,000 Equity Shares of Rs. 10/- each aggregating toRs. 24,00,00,000/- (Rupees Twenty-Four Crore only).
41. The details of application made or any proceedingpending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) during the year along with their statusas at the end of the financial year:
No application is made and no proceeding is pendingunder the Insolvency and Bankruptcy Code, 2016 duringthe financial year under review.
42. The details of difference between amount of thevaluation done at the time of one time settlement andthe valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof:
No one time settlement done with banks or financialinstitutions during the financial year under review,hence, the above clause is not applicable to the comp any.
43. Adjudication/Compounding:
During the period under review, no action was takenagainst the listed entity/ its promoters/ directors/material subsidiaries either by SEBI or by StockExchanges (inducting under the Standard OperatingProcedures issued by SEBI through various drculars) underthe aforesaid Acts/ Regulations and circulars/ guidelinesissued thereunder:
44. A statement regarding opinion of the board withregard to integrity, expertise and experience (includingthe proficiency) of the independent directorsappointed during the year:
In the opinion of the Board, independent directorsappointed during the year processes the integrity,expertise and experience as required to perform theirduties and responsibilities envisaged under theprovisions of Companies Act, 2013 and SEBI (LODR),2015. As regard proficiency, Mr. Shailesh KantilalKathariya being a practicing chartered accountant andMr. Muthumani Rajesaker being a ex-governmentservant is not required to pass independent directorproficiency test whereas Mr. Dharmendra DalsingarYadav has duly passed independent proficiency test asrequired under relevant provisions of Companies Act,2013 read with rules made thereunder.
45. A statement by the Company with respect to the
compliance of the provisions relating to the MaternityBenefit Act, 1961:
During the year under review, there are no cases ofmaternity, hence above clause is not applicable to theCompany during the year under review.
46. OtherDisclosures
a) There was no revision in the financial statements.
b) Your Company has complied with Secretarial Standardsissued by ICSI.
47. Acknowledgment:
The Management is grateful to the Regulatory Authorities,Shareholders, Company's Bankers, Financial Institutions,Insurance Companies, Investors, Clients, BusinessAssociates for their continued support and co-operation.
The Directors also wish to place on record theirappreciation for the co-operation, active involvement anddedication of the employees.
For and on behalf of the Board of Directors
Place: Puducherry
Date : 06 08 2025 Managing Director Executive Director
' ' ' DIN: 00336646 DIN:01960087