The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Accounts of the Company
Financial Results: (Rs. in lakhs)
Particulars 2014-15 2013-14
Total Revenue 4581.00 3836.00
Profit/(Loss)before Prior period,
Exceptional and Extra-Ordinary items (-) 494.00 (-) 563.00
Prior Period items 29.00 (-)7.00
Exceptional items (-) 137.00 0.00
Tax Expenses 12.00 (-) 10.00
Profit/(Loss) for the Year -59000 -58O00
Balance Carried Forward to
Balancesheet -590.00 -580.00
Performance of the Company during the year under review
Your Company is engaged in the business of manufacture and trade of
Indian Made Foreign Liquor (IMFL) under own brand Capricorn, 2 Barrels,
Green Magic, Chevalier as well as under tie-up arrangements with other
Companies. The IMFL comprises of Whisky, Brandy, Rum, Gin and Vodka.
Your Company currently operates through own manufacturing unit located
atR.S89/4A, Katterikuppam Village, Mannadipet Commune, Pondicherry. The
Unit is equipped with infrastructure facilities and technology, which
encompasses all modern facilities for blending and bottling, can
undertake manufacture of IMFL. The core competency of your Company is
in house technical and formulation knowledge, skilled workforce and
well equipped manufacturing facilities, which enable us to manufacture
a wide range of IMFL products to diverse client requirements.
During the year, the total Income from operations was Rs. 4576 lakhs
compared to Rs.3819 lakhs in the previous year recording a loss of (Rs.
590 lakhs). The net loss was (Rs. 590 lakhs) as against the loss (Rs.
580) lakhs in the previous year. Earnings per share is (Rs. 2.46)
against (Rs. 2.42) in the previous year on a weighted average basis as
per Accounting Standard 20 issued by the Institute of Chartered
Accountants of India.
However, the Company is taking possible steps to revive the business.
During current year, your Company will try to achieve maximum capacity
utilization in our existing plant at Pondicherry.
All the properties of the Company including buildings, plant and
machinery and stocks have been adequately insured.
Reasons for Loss during the year:
The Board of Directors discussed on the Loss of the company to the tune
of Rs. 590.00 lacs and attribute following main reasons for non growth
of the company:
1. Change In Excise Law
The increase of Excise Duty implemented two years back has severely
affected the sales this year also. However the company is working on
other avenues and areas for increasing the sales and the turnover has
increased from Rs.3819.00 lacs to Rs. 4576.00 lacs.
2. Legal Cases Pertaining To The Company
The company''s performance was also severely affected due to various
issues and fraudulence committed by Mr. Anil Agrawal, Managing Director
of M/s. Comfort Securities Limited, M/s. Comfort Intech Limited and his
associates Against the Company.
Your Company has filed complaints against Mr. Anil Agrawal, M/s.
Comfort Securities Ltd., Merchant Bankers, M/s. Comfort Intech Ltd. and
its other group companies with the following authorities.
1. A Civil Suit OS No. 103/2013 and LA. No. 405/2013 before 2nd
Additional District Judge, Ranga Reddy District, L.B. Nagar, Hyderabad
a. To rescind the agreements as being void and restore the parties
back to the position prior to the MOU dated 05.09.2012.
b. To declare the notice for EGM dated 05.02.2013 as null and void and
illegal. The court has passed an order restraining Mr. Anil Agrawal
from holding the EGM till further orders in the case of M/s. Liquors
c. LA.No. 1453of 2013 filed with Ilnd Additional District Judge, Ranga
Reddy District, L.B. Nagar, Hyderabad praying not to alienate, encumber
assets of M/s.Liquors India Ltd.
d. LA. No. 1452 of 2013 filed with Ilnd Additional District Judge,
Ranga Reddy District, L.B. Nagar, Hyderabad Praying not to alter the
i. The Court has passed interim order in IA No.1452 & 1453, not to
alienate, encumber assets of LIL and Not toasters the Board.
ii. Mr. Anil Agrawal filed appeal in High Court, Hyderabad and HC
permitted to sub-lease with third parties.
iii. Aggrieved by this order, your company filed SLP with the Supreme
Court of India against the above order. The Supreme Court has stayed
the High Court Order till further hearings.
e. LA. No. 654 of 2015 in OS no. 103/2013 filed with Ilnd Additional
District Judge, Ranga Reddy District, L.B.Nagar, Hyderabad praying to
appoint Official Receiver conferring powers on the receiver for the
management, protection, collection of profits and improvement of
M/s.Liquors India Limited. Thecase is in argument stage.
2. Writ Petition No. 12713 of 2014 with the Hon''ble High Court, Andhra
Pradesh praying License of Liquors India Limited issued by the Excise
Department should be cancelled and sub-lease agreement also be
cancelled. The order has been passed that all transactions including
financial transactions between Mr. Anil Agrawal and Tilaknagar
Industries Limited shall be booked and recorded faithfully pending
further consideration of this W.P.M.P No. 15944 of 2014 in W.P No.
12713 of 2014. Mr. Anil Agrawal and Tilaknagar Industries Limited
shall not create any charge or third party interest relating to the
assets of Liquors India Limited.
3. You company has filed a Complaint with the Commissioner of Police,
Hyderabad against the fraud and cheating committed by Mr. Anil Agrawal.
The Police has registered the FIR No.248/2013 dated 23.08.2013 against
Mr. Anil Agrawal and others under Section 406-IPC, 420- IPC, 447-IPC,
385-IPC, 386-IPC, 467-IPC, 468-IPC, 469-IPC, 471-IPC,120B-IPC,34-IPC
a) Mr. Anil Agrawal has filed CP No. 11292 of 2013 in the High Court of
Hyderabad against FIR No. 248/2013 dated 23.08.2013 and High Court
passed order to complete the investigation without arresting Mr. Anil
Agrawal and others.
4. Your company has filed a Complaint with EOW, Mumbai for cheating
and money laundering to recover company''s money of Rs. 33.73 crores.
EOW has registered FIR No.34/14 dated 21.01.2014 under section
a. Mr. Anil Agrawal filed W.P. No. 2059 of 2014 in High Court of Mumbai
and the Court has declared that the FIR registered by EOW is not
maintainable since Nacharam Police Station has registered the FIR
i. Aggrieved by delay in investigation by the Hyderabad Police and
order by the High Court, Mumbai, Your company has filed.
a. Two SLPs with the Supreme Court of India against High Court of
Mumbai order and delay in investigation by Hyderabad Police. These SLPs
have been taken by the Supreme Court and the next
5. Your company has filed a Complaint with SEBI, Mumbai against BRLM
M/s. Comfort Securities Ltd., (DP) promoted by Mr. Anil Agrawal for
violations of SEBI Regulations and others.
6. Your company has filed a Recovery suits No. SL/1135, 1136, 1137,
1138 and 1139 of 2013 filed against M/s. Ranisati Dealer Pvt.Ltd.,
M/s. Vibhuti Multi Trade PvtLtd., M/s. Gulistan Vnijya Pvt.Ltd., M/s.
Sukusama Trading and Investments Pvt.Ltd. and M/s. BLC Trading and
Agencies Pvt.Ltd. in the High Court of Bombay. Matter pending before
7. Your company has filed a Complaint with Enforcement Directorate,
Mumbai to investigate the frauds committed by Mr. Anil Agrawal and his
companies. Enforcement Directorate has initiated enquiries against Mr.
Anil Agrawal, his companies and others under the provisions of
prevention of Money Laundering Act 2002 on the basis
8. Your company has filed a Complaint with RBI and Ministry of Finance
to appoint officer to investigate the affair of CIL and cancel the
License to act as NBFC for violating the guidelines. RBI has cancelled
the NBFC License of Comfort Intech Limited based on forgery and
mis-representation by CIL in some other different matter for forging
and fabricating RBI documents.
9. Your company has filed a Complaint with The Police Commissioner of
Chennai against the fraud and cheating committed by Mr. Anil Agrawal.
Mr. Anil Agrawal filed Writ Petition No. 32829 of 2013 with High Court
of Chennai to direct the Police, Chennai not to proceed further with
the investigation. The matter is pending before the Court.
10. Your company has filed a Petition Under section 111 A r/w 111(4) of
the Companies Act filed before the Company Law Board, Chennai in the
matter of Liquor India Limited, Mr. Anil Agrawal and others. Matter is
pending before the CLB.
3. Mr. Anil Agrawal has filed complaints against the Company with the
1. The Company Law Board, Chennai under section 397,398, 235(2) and
237(b) of the Companies Act, 1956. The Company has filed counter and
the matter is pending Before the CLB.
2. Mr. Anil Agrawal filed a Counter Complaint with Hyderabad Police
against Mr. R.V. Ravikumar. The Hyderabad Police have not considered
the complaint since there was no substance. Aggrieved, Mr. Anil Agrawal
filed W.P. No. 7956 of 2014 filed with Hon''ble High Court, Andhra
Pradesh to register the complaint filed by him against Mr. R.V.
Ravikumar with Hyderabad Police. The Police have submitted their report
to the High Court, Hyderabad stating that there is no substance in the
Complaint. The matter is pending before the court Without further date.
3. Mr. Anil Agrawal has filed a Counter Complaint with Malad Police
Station, Mumbai against the company and its Directors. Preliminary
enquiry was conducted by the Malad Police and since there was no
substance in the Complaint, Malad Police did not pursue further.
4. M/s. First Financial Services Limited, Chennai has filed O.S. No.
6602 of 2013 alleging mis-management of the company. The court has
rejected the suit.
5. M/s. Tilaknagar Industries Limited - accused A7, A8 and A9 in the
Hyderabad Police FIR, filed W.P No. 4945 of 2014 with the Hon''ble High
Court, Andhra Pradesh to stay all further proceedings of the FIR. The
W.P. is pending for admission.
The Board of Directors does not recommend any Dividend for the year
2014-15 considering the finance situation of the company.
During the year under review, the Company has not accepted any fixed
deposits and there are no fixed deposits, which are pending repayment.
Your Company does not have any subsidiary company during The year under
The term of office of Mr. Ashok R Shetty , Independent Director of the
Company ceased during the year and Mr. Ashok R Shetty had consented to
continue as Independent Director if appointed in this Annual General
Meeting. PursuanttotheprovisionsoftheCompaniesAct,2013andthe Company''s
Articles of Association, Mr. Ashok R Shetty if appointed as Independent
Director shall hold the office for 5 years till 27th Annual General
Meeting. Mr. Badrinath S Gandhi, Executive Director retire by rotation
at this AGM being eligible, offer themselves for re-appointment.
Pursuant to clause 49 of the Listing Agreement with the Stock
Exchanges, brief resume of Mr. Ashok R Shetty as well as Mr. Badrinath
S Gandhi have been provided in the notice Convening the Annual General
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Declaration by independents Director
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors and a process of evaluation was
followed by the Board for its own performance and that of its
Committees an individual Directors.
The details of programs for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put-up on the website of the
Directors'' Responsibility statement:
The Directors'' Responsibility Statement referred to in clause (c)of
sub-section(3)shall state that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had 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 and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
Nomination & remuneration Committee
The Board constituted a Nomination and Remuneration Committee
comprising of Mr. Ashok R Shetty, Mr. Popatlal M Kathariya and Mr.
K.SM. Rao refer Corporate Governance report for details.
The Company has complied with the requirements of the Code of Corporate
Governance as stipulated in clause 49 of the listing agreement with the
stock exchanges. A Report on Corporate Governance along with
Certification by the Managing Director is attached to this Directors''
A Certificate from the Auditors of the Company regarding compliance of
the conditions of Corporate Governance as stipulated by clause 49 of
the listing agreement is attached to this Directors'' Report.
The statutory auditors of the Company M/s. Ramanand & Associates,
Mumbai retire at the conclusion of the ensuing Annual General Meeting.
The retiring auditors have furnished a certificate under Sec. 141 of
the Companies Act, 2013 confirming their eligibility for reappointment.
The Auditor Report for the financial year ended March 31, 2015 is
Annexed here with and is part of the Annual Report.
Extractor Annual Retum
An Extract of Annual Return of the Company Pursuant to section 92(3) of
the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is given below;
1. Conservation of Energy, Technology Absorption:
The particulars regarding the disclosure of the conservation of energy,
technology absorption, as required under section 134(3) (m) Of the
company''s act,2013 read with the companies(Accounts)Rules 2014 are
a) Energy Conservation Measures Taken:
The Company continues to accord high priority to conserve the energy.
Details of some of the measures undertaken to optimize energy
i. Installation of circuit breakers, safely and easily operative and
accessible are provided in each machinery / equipment resulting in
reduction of idle run.
ii. Trip system in bottling linseed easily and safely operative, in
case of lag/fault in any equipment/machinery cross the line.
iii. Recycling of wash water resulting in conservation of water and
iv. Gravity Liquor flow systemically process areas resulting in lesser
consumption of energy
v. Installation of'' Turbo Venffor Natural ventilation system in roof
so fall buildings.
vi. Installation of Transparent Poly Coat Sheets in the roof resulting
in availability of natural light.
1. Foreign Exchange Inflow & Outgo:
a) Activities relating to Exports, Initiatives taken to increase
Exports, Developments of new Export Market for products and Services
and Export Plans:
The Company has not undertaken any export activities. The company is
looking out for Export Opportunities.
b) Total Foreign Exchange used and earned: Used : Nil
Earned : Nil
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company''s risk management
framework; and (b) Overseeing that all the risks that the organization
faces such as strategic, financial, market, liquidity, legal,
regulatory, reputational and other risks have been identified and
assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks. A Risk Management Policy was
reviewed and approved by the Committee.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company''s management systems, organizational
structures, processes, standards, code of conduct and behaviors
together form the Risk Management System (RMS) that governs how the
company conducts the business of the Company and manages associated
The Company has introduced several improvements to Risk Management,
Internal Controls Management and Assurance Frameworks and processes to
drive a common integrated view of risks, optimal risk mitigation
responses and efficient management of internal control and assurance
Particulars of loans, guarantees or investments under section 186:
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
Guarantee or security is proposed to be utilized by the recipient are
provided in the stand alone financial state met Related Party
Transaction under sub-section (1) of section 188:
Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. During the
year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transactions. The Policy on materiality of related party
transactions and dealing with related parry transactions as approved by
the Board is provided in the company''s web site. Your Directors draw
attention of the members to Note to the financial statement which sets
out related party disclosures.
The Management is grateful to the Regulatory Authorities, Share
holders, Company''s Bankers, Financial Institutions, Insurance
Companies, Investors, Clients, Business Associates for their continued
support and co-operation.
The Directors also wish to place on record their appreciation for the
co-operation, active involvement and dedication of the employees.
For and on behalf of the Board of Directors
Date: 12.08.2015 Managing Director
SI &S2, Second Floor,