Dear Shareholders,
Your Directors are pleased to present the 27th Annual Report
and the Audited Accounts for the year ended 31st March, 2023. FINANCIAL
HIGHLIGHTS
The summarized financial performance (Standalone and Consolidated) of
the Company:
(' in Lakhs)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Total Income |
10,047.64 |
1,02,952.17 |
40,567.49 |
1,48,936.55 |
Profit / (Loss) before
Exceptional Items |
(8,582.23) |
(27,821.65) |
(13,952.00) |
(35,427.30) |
Share of loss in Associate
Company and Joint Venture |
NA |
NA |
(276.25) |
(2,200.75) |
Add/ (Less): Exceptional Items |
(46,188.17) |
(26,865.72) |
(18,665.72) |
(7,409.20) |
Profit / (Loss) Before Tax |
(54,770.40) |
(54,687.37) |
(32,893.97) |
(45,037.25) |
Profit / (Loss) After Tax |
(54,724.63) |
(54,687.37) |
(33,503.31) |
(44,975.63) |
Profit / (Loss) After Share of
Associates and Minority Interest |
NA |
NA |
(33,496.90) |
(44,967.96) |
BUSINESS OPERATIONS
Future Consumer Limited ("FCL"/ "Company") is
engaged in the business of sourcing, manufacturing, branding, marketing and distribution
of Food and Processed Food Products & Health and personal care (HPC) products in urban
and rural India. Over the years, FCL has been operating as a next-generation Food and HPC
Company focusing on emerging categories and value- added space. Your Company has over the
years successfully created a portfolio of differentiated products catering to a wide range
of categories spanning across food, home care, personal care and beauty.
The closure of Future Retail stores at the start of the year had a
serious impact on the business of your Company as they were our largest customer and their
subsequent admission into the IBC process jeopardized our receivables of ' 378.19 Crore
from them. Therefore, this year started with headwinds in terms of the non-availability of
funds for growth and lower business and free cash flows which impacted on our ability to
pay the borrowing dues on the bank loans.
We went back to the drawing board and put together a scaled- down
business plan in line with the funds we had and could generate but still take us to
breakeven level at the end of the year and designed the organization bottom up. The
building blocks of the plan were about focusing on a few of our brands having market pull
that we could take to the general trade market and focus on improving the distribution
network of Aadhaar and Nilgiris and sustaining the food park business. All of this
resulted in us needing to shut down some of our manufacturing units and curtail operations
at other locations in line with the scaled-down business plan.
This Business Plan, and a Non-Core Business Monetization plan, were
presented to the Lenders, who agreed to the proposal and allowed us "holding on"
operations till March 23. Your Company
put together a small team, reached out to potential buyers directly,
and engaged a few investment bankers to achieve the monetization plan. The response to the
asset's monetization plan has been very positive and evinced interest from multiple
buyers. It is in different stages of completion to close the deals for the respective
assets. But any project of this nature does take time, and your Company has asked for an
extension from the banks on the timelines, and they have been kind enough to extend the
monetization plan till May 23. The Lenders have supported our efforts and allowed your
Company to run under 'holding on operations'.
We are putting all our endeavours into having a resolution for your
Company this financial year with the lenders settling their dues from the monetization
proceeds. Then we focus on growing the Company from a smaller base with our portfolio of
brands, and we are confident that we can get back to achieving the Company's vision.
The macro-environment during the year was challenging due to
geopolitical tensions, decadal-high inflation hurting demand and consumer choices,
monetary tightening, and rising interest rates, impacting the global economy and Indian
retail consumption. Despite all these, the Company's subsidiaries have shown
resilience and have grown profitably, which augurs well for the next phase of growth for
the Company.
During the year under review, your Company has recorded consolidated
revenue from operations of ' 38,115.08 Lakhs as against revenue from operations of '
1,46,878.86 Lakhs in the previous year. EBITDA loss of the Company reduced from '
23,955.10 Lakhs in the previous year to a loss of ' 5,385.51 Lakhs during the year under
review. The loss after tax attributable to the Company reduced from ' 44,975.63 Lakhs in
FY22 to ' 33,503.31 Lakhs in FY23. Loss is primarily on account of expected credit loss on
trade receivables and impairment cost of ' 18,665.72 Lakhs recognised majorly on account
of Impairment on 'Asset Held for Sale'.
Despite the challenging operating and financing situation, your Company
demonstrated strong execution of its plans shared with the lenders. Once the dust settles,
your Company plans to change gears by focusing on building a solid distribution network
outside the general trade space and using the existing network to grow our Brands at the
same time optimising costs at the backend, driving synergies and judiciously allocating
resources, conserving cash and improving liquidity thereby enhancing stakeholder value.
Material changes and commitments affecting the financial position of
the Company between end of financial year under review and date of this Report, forms part
of this Report.
FUTURE OUTLOOK
Your Company continues to believe that the medium to long term
consumption opportunity in India remains intact and we have the platform to be able to
leverage the opportunity.
Your Company plans to grow the business profitably and provide a sales
channel for our Brands Portfolio. Your Company believes that there is an immense
opportunity to grow our brands in the existing network. These channels allow the Company
to build a controlled and distribution across our categories and brands.
Your Company will focus on improving the utilization of the Integrated
Food Park Business, resulting in better cash flows for the Company.
Your Company will also focus on building a profitable general trade
business at a low base with a limited set of our Brands that has a pull in the market with
the efforts we have put in during the last many years.
During the current financial year 2023-24, the Company expects to
resolve the debt situation with the Banks and grow the Company profitably with a
combination of organically driven sales growth and operational efficiency. Brand-building
efforts along with back-end productivity improvements related to workforce, third-party
manufacturers and leveraging the network we created in the past will help achieve the
profitable growth as defined in the business plan
UNCLAIMED SHARES
In terms of the provisions of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing
Regulations"), details about unclaimed shares in suspense account as on 31st
March, 2023 are as under:
Description |
No. of
Shareholders |
No. of Shares |
Aggregate number of shareholders
and outstanding shares in the suspense account as on 1st April, 2022 |
1 |
600 |
Aggregate number of shareholders
who approached the Company for transfer from suspense account upto 31st March,
2023 |
|
|
Number of shareholders to whom
shares were transferred from suspense account upto 31st March, 2023 |
|
|
Aggregate number of shareholders
and outstanding shares in the suspense account as on 31st March, 2023 |
1 |
600 |
The Company has opened separate suspense account with Central
Depository Services (India) Limited and has credited the said unclaimed shares to this
suspense account. The voting rights in respect of shares maintained under the suspense
account shall remain frozen till the rightful owner makes any claim over such shares.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves.
DIVIDEND
In view of losses incurred and with an objective to conserve the
resources, your Directors have not recommended any dividend on equity shares for the
financial year ended 31st March, 2023.
In accordance with the provisions of Regulation 43A of SEBI Listing
Regulations, the Company has adopted a Dividend Distribution Policy which is made
available on the website of the Company https://futureconsumer.in/investors.aspx#policies-
code
SCHEME OF ARRANGEMENT
During the year under review, as per the directions of Hon'ble
National Company Law Tribunal ("NCLT"), Mumbai Bench, a meeting of Equity
shareholders of the Company was held on 20th April, 2022 and a meeting of
Secured and Unsecured Creditors of the Company was held on 21st April, 2022 for
seeking approval of Composite Scheme of Arrangement between the Company and other
Transferor Companies with Future Enterprises Limited ("Transferee Company" or
"FEL") and their respective Shareholders and Creditors inter-alia
comprising of amalgamation of the Company along with other Transferor Companies with FEL ("Scheme").
Pursuant to the e-voting result of NCLT convened meeting the Scheme was approved by equity
shareholders and unsecured creditors of the Company at their respective meetings. However,
as per the e-voting result, the Scheme was not approved by Secured Creditors of the
Company. As most of the secured creditors of various companies involved in the Scheme
voted against the Scheme as per the e-voting result of their respective meetings, the
subject Scheme was not implemented.
The Scheme of Arrangement comprising of the merger of wholly-owned
subsidiaries viz. Future Food and Products Limited and Future Food Processing
Limited ("Transferor Companies") with the Company ("Scheme 1"), filed
with the Hon'ble NCLT during the financial year 2021-22, is pending for final order
to be passed by Hon'ble NCLT.
Further, the Scheme of Arrangement comprising of the merger of
Integrated Food Park Limited ("Transferor Company" / "IFPL") with the
Company ("Scheme 2"), was filed with the Hon'ble NCLT during the financial
year 2021-22. Thereafter, an application for withdrawal of Scheme 2 was filed with
Hon'ble NCLT Mumbai and Bengaluru Bench by the Company and IFPL respectively. The
Hon'ble NCLT Bengaluru Bench has accepted the application filed by IFPL and passed an
order on 4th January, 2023 approving withdrawal of Scheme 2. The Hon'ble
NCLT, Mumbai has also accepted the application filed by the Company and approved
withdrawal of Scheme 2 vide order dated 6th January, 2023.
During the financial year 2022-23, the Scheme of Amalgamation pursuant
to Section 230 to 232 and other applicable provisions of the Companies Act, 2013 for
amalgamation between Bloom Foods and Beverages Private Limited ("BFBPL" or
"Transferor Company No.1" ) and Nilgiris Franchise Limited ( "NFL" or
"Transferor Company No.2") and Nilgiri's Mechanised Bakery Private Limited
( "NMBPL" or "Transferor Company No.3") and Future Consumer Limited
('FCL' or 'Transferee Company') and their respective shareholders was also approved by the
Board of respective companies. The Transferor and Transferee companies have filed the
draft scheme with Hon'ble NCLT, Mumbai Bench, which is pending for approval.
INCREASE IN SHARE CAPITAL
There has been no change in the share capital of the Company during the
year under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
As on 31st March, 2023, your Company had following
Subsidiary and Joint Venture companies:
Sr. No. Name of
the company |
Category |
1. Aadhaar
Wholesale Trading and Distribution Limited |
Subsidiary |
2. Amar Chitra
Katha Private Limited ("ACKPL") |
Subsidiary |
3. Appu Nutritions
Private Limited |
Subsidiary of NDFPL |
Sr. No. Name of the company |
Category |
4. Aussee Oats India Limited |
Subsidiary of FCL
Trade vest |
5. Aussee Oats Milling
(Private) Limited |
Subsidiary |
6. Bloom Foods and Beverages
Private Limited |
Subsidiary |
7. Delect Spices and Herbs
Private Limited |
Subsidiary of FCL
Trade vest |
8 FCEL Overseas FZCO |
Subsidiary |
9. FCL Trade vest Private
Limited ("FCL Trade vest") |
Subsidiary |
10. Future Food and Products
Limited |
Subsidiary of FCL
Tradevest |
11 Future Food Processing
Limited |
Subsidiary of FCL
Tradevest |
12. Fonterra Future Dairy Private
Limited |
Joint Venture
(Joint Venture has been terminated) |
13. Hain Future Natural Products
Private Limited |
Joint Venture |
14. IBH Books & Magazines
Distributors Limited |
Subsidiary of
ACKPL |
15. Ideas Box Entertainment
Limited |
Subsidiary of
ACKPL |
16. Integrated Food Park
Limited |
Subsidiary of FCL
Trade vest |
17. Illusie Trading AG (formerly
known as Mibelle Future Consumer Products A. G.) |
Joint Venture
(liquidated w.e.f 11.4.2022) |
18. MNS Foods Limited |
Subsidiary of FCL
Trade vest |
19. Nilgiris Franchise Limited |
Subsidiary of
NDFPL |
20. Nilgiri's Mechanised
Bakery Private Limited |
Subsidiary of
NDFPL |
21. Sublime Foods Limited
("Sublime") |
Subsidiary of FCL
Trade vest |
22. The Nilgiri Dairy Farm
Private Limited ("NDFPL") |
Subsidiary |
23. FCL Speciality Foods Private
Limited |
Subsidiary of
Sublime |
During year under review, ACKPL being a non core investment for the
Company, the Board has approved to dispose-off the investment held by the Company in
ACKPL. ACK Media Direct Limited, ceased to be subsidiary of Amar Chitra Katha Private
Limited with effect from 1st October,2022.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of financial statements of Subsidiaries and
Joint Venture companies in Form AOC-1 is attached separately to this Annual Report.
The performance, financial position and contribution of each of the
Subsidiaries and Joint Venture companies to the performance of the Company, is provided
under Management Discussion and Analysis Report, which is presented separately and forms
part of this Report.
The policy for determining material subsidiaries as approved by the
Board of Directors of the Company is available on the website of the Company - https://futureconsumer.in/investors.
aspx#policies-code
As on 31st March, 2023, FCL Trade vest Private Limited,
Bloom Foods and Beverages Private Limited, Aadhaar Wholesale Trading and Distribution
Limited and Future Food and Products Limited have been identified as material subsidiaries
of the Company as per the thresholds laid down under the aforesaid policy.
In accordance to the provisions of Section 136(1) of the Companies Act,
2013, the Annual Report of the Company, containing therein standalone and the consolidated
financial statements of the Company and the audited financial statements of each of the
subsidiary companies have been placed on the website of the Company - www.futureconsumer.
in .
The audited financial statements in respect of each subsidiary company
shall also be kept open for inspection at the Registered Office of the Company during
working hours for a period of 21 days before the date of ensuing Annual General Meeting.
The aforesaid documents relating to subsidiary companies can be made available to any
Member interested in obtaining the same upon a request in that regards made to the
Company.
FINANCIAL STATEMENTS
Pursuant to the Companies (Indian Accounting Standards) Rules, 2015
("IND AS") notified by the Ministry of Corporate Affairs, the Company has
adopted the Indian Accounting Standards with effect from 1st April, 2016.
Accordingly, the Standalone and Consolidated Financial Statements of the Company and its
subsidiaries, for the year ended 31st March, 2023 have been prepared in
accordance with IND AS.
The audited Consolidated Financial Statements prepared in accordance
with IND AS are provided in this Annual Report.
PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE
PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans granted, guarantees provided and investments made by
the Company under the provisions of Section 186 of the Companies Act, 2013, are provided
under Note No. 39 to Standalone Financial Statements of the Company, forming part of this
Annual Report.
RELATED PARTY TRANSACTIONS
The Company has formulated policy on materiality of related party
transactions and dealing with related party transactions ("RPT Policy") in
accordance to the provisions of Companies Act, 2013 and SEBI Listing Regulations. The RPT
Policy is available on the website of the Company - https://futureconsumer.in/investors.aspx#policies-code.
All transactions with related parties are placed before the Audit
Committee for review and are approved by the Independent Directors being members of the
Audit Committee. Prior omnibus approval is obtained for transactions with related parties
which are repetitive in nature.
All transactions entered into with related parties during the financial
year under review were in the ordinary course of business and on an arm's length
basis. The disclosure in respect of material contracts or arrangements with related
parties, as required under Section 134(3)(h) of the Companies Act, 2013 is made in Form
AOC-2 which is annexed to this Report as Annexure I.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS
The Company has an internal audit system commensurate with the size of
the Company and the nature of its business. The Company has appointed M/s. S N & Co,
Chartered Accountants as the Internal Auditors of the Company. The internal auditor
prepares an annual audit plan based on risk assessment and conducts extensive reviews
covering financial, operational and compliance controls. Improvements in processes are
identified during reviews and communicated to the management on an ongoing basis. The
Audit Committee of the Board monitors the performance of the internal auditors on a
periodic basis through review of audit plans, audit findings and issue resolution through
follow- ups. Each year, there are at least four meetings in which the Audit Committee
reviews internal audit findings. Internal Audit function plays a key role in providing to
both the management and to the Audit Committee, an objective view and re-assurance of the
overall internal control systems and effectiveness of the risk management processes and
the status of compliances with operating systems, internal policies and regulatory
requirements across the Company including its subsidiaries. The Internal Auditors assist
in setting Industry benchmarks and help us drive implement best Industry practice within
our organization.
The Company has an adequate system of internal financial controls.
Internal Audit team conducts Internal Financial Review (IFC) testing on yearly basis as
per Companies Act 2013, to ensure adequate and effective Internal Control over Financial
Reporting is in place. The same is also being certified by our statutory auditors on a
yearly basis.
The Company has adopted policies and procedures covering all financial
and operating functions. These controls have been designed to provide a reasonable
assurance over:
Accuracy and completeness of the accounting records
Compliance with applicable laws and regulations
Effectiveness and efficiency of operations
Prevention and detection of frauds and errors
Safeguarding of assets from unauthorised use or losses.
Based on the assessment carried out by the Company, the internal
financial controls were adequate and effective and no reportable material weakness or
significant deficiencies in the design or operation of internal financial controls were
observed, during the financial year ended 31st March, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 and that of the Articles of Association, Mr. Amit Kumar Agrawal, Executive Director
is liable to retire from the Board ofthe Company by rotation at the forthcoming Annual
General Meeting ("AGM") and being eligible, has offered himself for being
re-appointed at the AGM.
The Board of Directors of the Company ("Board"), on the
recommendation of the Nomination and Remuneration/ Compensation Committee ("NRC
Committee") had at their meeting held on 5th August, 2023, appointed Mr.
Birendra Kumar Agrawal as an Additional Independent Director of the Company with effect
from 5th August, 2023, for a term of five years, subject to approval of the
shareholders of the Company. Further, the Board, on the recommendation of the NRC
Committee, had at the said meeting also appointed Ms. Lynette Monteiro as an Additional
Non-Executive and Non-Independent Director of the Company with effect from 5th
August, 2023, to hold office upto the date of the next Annual General Meeting of the
Company.
The Company has received declaration from Mr. Birendra Kumar Agrawal
confirming that he meets the criteria of independence as provided under sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Notice convening forthcoming AGM includes the proposal for
appointment / re-appointment of the aforesaid Directors. A brief resume of the Director(s)
seeking appointment / reappointment at the forthcoming AGM and other details as required
to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on General Meetings ("SS-2") forms part of the Notice
calling the AGM.
The Board, on the recommendation of the NRC Committee, had at their
meeting held on 23rd April, 2022, appointed Mr. Amit Kumar Agrawal as an
Additional Director of the Company with effect from 25th April, 2022. Further,
the Board had at the said meeting, subject to approval of the Shareholders and such other
consents and approvals that may be required, also approved appointment of Mr. Amit Kumar
Agrawal as an Executive Director of the Company for a period of three years with effect
from 25th April, 2022 and payment of remuneration to him as determined by the
Board in accordance with the provisions of Companies Act, 2013 read with Schedule V and
Rules framed thereunder. Subsequently, the approval of the Shareholders of the Company was
obtained on 20th July, 2022, by way of postal ballot, for appointment of Mr.
Amit Kumar Agrawal as a Director ofthe Company, whose term shall be liable to retire by
rotation and also as an Executive Director of the Company, for a period of three years
with effect from 25th April, 2022. Further, approval of the Shareholders of the
Company was obtained on 11th November, 2022, by way of postal ballot, for
payment of remuneration to Mr. Amit Kumar Agrawal during his term as an Executive Director
of the Company.
The Board on the recommendation of the NRC Committee, had at their
meeting held on 13th February, 2023, appointed Mr. Rajnikant Sabnavis as an
Additional Non-Executive Non-Independent Director of the Company with effect from 13th
February, 2023, to hold office upto the date of the next Annual General Meeting of the
Company. The approval of the Shareholders of the Company was subsequently obtained on 10th
May, 2023, by way of postal ballot, for appointment of Mr. Rajnikant Sabnavis as a
Director of the Company (Non-Executive and Non-Independent), whose term shall be liable to
retire by rotation.
As on 31st March, 2023, in terms of confirmation received
from respective Director(s), none of the Directors are disqualified for
appointment/re-appointment under Section 164 of the Companies Act, 2013. The Company has
received individual declarations from following Independent Director(s) of the Company as
on 31st March,2023, stating that they meet the criteria of independence as
provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI Listing Regulations :
a) Mr. G. N. Bajpai
b) Ms. Neelam Chhiber
In terms of Regulation 25(8) of the SEBI Listing Regulations, the
Independent Director(s) have confirmed that they are notaware of any circumstance or
situation which exists or may be anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The Board is of the opinion that Independent Directors possess highest
standards of integrity and requisite expertise and experience required to fulfil the
duties as an Independent Director of the Company.
During the year under review, Ms. Ashni Biyani resigned as Managing
Director of the Company with effect from 12th May, 2022 and ceased to be Key
Managerial Personnel of the Company. Further, Mr. Jude Linhares resigned as an Executive
Director of the Company with effect from 15th April, 2022.
During the year under review, Mr. Adhiraj Harish resigned as
Independent Director of the Company with effect from 3rd May, 2022 due to
significant increase in his professional commitments and Mr. Harminder Sahni resigned as
Independent Director of the Company with effect from 14th September, 2022 due
to his other professional and personal commitments. Further, Mr. Frederic De Mevius and
Mr. Deepak Malik resigned as Directors of the Company with effect from 16th
June, 2022 and 21st December, 2022 respectively.
Mr. Krishan Kant Rathi, Director of the Company was liable to retire by
rotation at the 26th AGM of the Company held on 29th September,
2022. The Company had received an intimation from Mr. Krishan Kant Rathi that he was
unwilling to be re-appointed at the 26th AGM by rotation due to his other
personal / professional engagements. Accordingly, Mr. Krishan Kant Rathi was not
reappointed by rotation at the AGM and the vacancy caused due to his retirement was not
filled-up in terms of the resolution passed by the Shareholders at the said AGM.
The Board wishes to place on record their appreciation for the
contributions made by each Director during their tenure as member of the Board of
Directors of the Company.
i) Mr. G. N. Bajpai resigned from the position of an Independent
Director and Non-executive Chairman from Board of Directors of the Company from the close
of the business hours of 2nd June, 2023.
ii) Ms. Ashni Biyani resigned as a Non-Executive Director of the
Company with effect from 5th June, 2023.
MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2022-23, the Board of Directors met 8 (Eight)
times on 23rd April, 2022 (two meetings held on 23rd April,
2022), 10th May, 2022, and adjourned meeting thereof held on 12th
May, 2022, 27th May, 2022, 27th June, 2022, 12th August,
2022, 10th November, 2022 and 13th February, 2023.
The details of composition of the Board and the attendance of the
Directors at the meetings is provided in the Corporate Governance Report which forms part
of this Annual Report.
AUDIT COMMITTEE
As on 31st March, 2023, the composition of Audit Committee
has been as under:
a. Mr. G. N. Bajpai
b. Mr. Amit Kumar Agrawal
c. Ms. Neelam Chhiber
During the year under review, the Audit Committee met 5 (five) times on
27th May, 2022, 27th June, 2022, 12th August, 2022, 10th
November, 2022 and 13th February, 2023.
Further details with respect to Audit Committee are disclosed in the
Corporate Governance Report which forms part of this Annual Report.
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
During the year under review, Mr. Amit Kumar Agrawal ceased to be Dy.
Chief Financial Officer of the Company with effect from 25th April, 2022,
consequent to his appointment as an Executive Director of the Company.
The Board, on recommendation made by NRC Committee and approval granted
by Audit Committee, had appointed Mr. Rajendra Bajaj as the Chief Financial Officer and
also designated him as Key Managerial Personnel of the Company with effect from 12th
August, 2022. Accordingly, Mr. Rajendra Bajaj ceased to be Deputy Chief Financial Officer
of the Company.
Further, the Board on recommendation made by NRC Committee, had
appointed Mr. Samson Samuel as Chief Executive Officer of the Company with effect from 12th
May, 2022 and also designated him as Key Managerial Personnel.
After the year under review following changes have taken place in Board
composition:
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As on 31st March, 2023, the composition of Corporate Social
Responsibility Committee has been as under:
a. Ms. Ashni Biyani
b. Mr. Kishore Biyani
c. Ms. Neelam Chhiber
RISK MANAGEMENT COMMITTEE
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation
21 of SEBI Listing Regulations, Risk Management Committee is in place and as on 31st
March, 2023, the composition of Risk Management Committee has been as under:
a. Ms. Neelam Chhiber
b. Ms. Ashni Biyani
c. Mr. Rajendra Bajaj
The Company has formulated a Risk Management Policy to establish an
effective and integrated framework for the risk management process.
PERFORMANCE EVALUATION OF BOARD
The Board had carried out an annual evaluation of its own performance,
committees and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations for the financial year 2022-23. The evaluation process was carried out through
a web based application in terms of a structured questionnaire in accordance to the
Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.
The evaluation of Individual Directors was done taking into
consideration the contributions made by each Director as a member at the respective
meetings, in pursuit of the purpose and goals, participation at the meetings, independent
views and judgement, initiative, ownership of value building.
The performance of the Committees was evaluated by majority of the
Board Members after seeking inputs from the Committee members on the basis of the criteria
such as the composition of Committees, effectiveness of Committee meetings, information
shared and participation of members. In respect of evaluation for performance of the
Board, the parameters inter alia comprised of key areas such as Board composition,
competency of Directors, diversity, frequency of Board and Committee meetings, information
sharing and disclosures made to the Board and its Committees. The responses received on
evaluation of the Board and its Committees and that of the individual Directors were
shared with the Chairman.
The overall performance evaluation process for functioning of Board and
its Committees was based on discussions amongst the Board Members, Committee Members and
responses shared by each Member. The Board and the Nomination and
Remuneration/Compensation Committee reviewed and discussed the performance of individual
directors, the performance of the Board, its Committees. Performance evaluation of
independent directors was done by majority of the Board Members, excluding the independent
director being evaluated.
The Board found that there was considerable value and richness in the
discussions and deliberations and has agreed for possible continuous improvisation and
effectiveness in functioning of the Board and Committees.
CORPORATE GOVERNANCE
A report on Corporate Governance together with Secretarial
Auditors' Certificate as required under Regulation 34 of SEBI Listing Regulations
forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Regulation 34 of SEBI Listing Regulations is presented separately and forms part of this
Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required under
Regulation 34 of the SEBI Listing Regulations is presented separately and forms part of
this Annual Report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and Whistle Blower Policy
to provide a framework for promoting responsible and secure whistle blowing and to provide
a channel to the employee(s), Directors and other stakeholders to report to the
management, concerns about unethical behavior, actual or suspected fraud or violation of
the code of conduct or policy/ies of the Company. The details of said vigil mechanism is
given in Corporate Governance Report, which forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
In terms of requirements prescribed under Section 178 of the Companies
Act, 2013, the Company has framed a Nomination and Remuneration Policy for appointment and
remuneration of the Directors, Key Managerial Personnel and Senior Management (the
"Policy").
The purpose of this Policy is to establish and govern the procedure as
applicable inter alia in respect to the following:
a) To evaluate the performance of the members of the Board.
b) To ensure remuneration to Directors, Key Managerial Personnel and
Senior Management involves a balance between fixed and incentive pay reflecting short and
long term performance objectives appropriate to the working of the Company and its goals.
c) To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage.
The Policy is available on the website of the Company - https://
futureconsumer.in/investors.aspx#policies-code
CORPORATE SOCIAL RESPONSIBILITY STATEMENT
The Company has constituted a Corporate Social Responsibility Committee
("CSR Committee") in accordance with Section 135 of the Companies Act, 2013. The
Board of Directors of the Company have, based on recommendations made by the CSR
Committee, formulated and approved Corporate Social Responsibility Policy ("CSR
Policy") for the Company. The salient features of CSR Policy inter-alia
comprises of framing of guidelines to make Corporate Social Responsibility a key business
process for sustainable development of the society to directly/indirectly undertake
projects/ programmes which will enhance the quality of life and economic well-being of the
communities in and around our operations and society and to generate goodwill and
recognition among all stakeholders of the Company.
The CSR Policy framed by the Company is available on the website of the
Company - https://futureconsumer.in/investors. aspx#policies-code
The disclosure as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is made in prescribed form which is annexed to this
Report as Annexure II.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Your Company has Enterprise Risk Management ("ERM") Policy in
place. The aim of this policy is not only to eliminate risks but to also assist FCL
personnel to manage the risks involved concerning the business and to achieve maximum
opportunities and minimize adverse consequences.
It involves:
Identifying and taking opportunities to improve performance as
well as taking actions to avoid or reduce the chances of adverse consequences;
A systematic process that can be used when making decisions to
improve the effectiveness and efficiency of performance;
Effective communication; and
Accountability in decision making.
Risk Management Committee meetings are convened twice in a year wherein
all the critical risks along with current mitigation plans identified during the period
are presented to the Risk Management Committee. This ensures all the critical risks are
covered and suitable mitigation plans are in place or needs to be implemented to overcome
/avoid the risk to ensure controls are operating effectively. The Audit Committee has
additional oversight in the areas of financial risk and controls.
In view of loss of business from Future Retail Limited Stores, the
Board of Directors express their concern over the performance of the Company in the
forthcoming years. To mitigate the same, the Company plans to identify and implement
alternative options in modern and general trade category.
AUDITORS AND AUDITORS' REPORT
M/s. S R B C & CO LLP, Chartered Accountants, (Firm's
Registration No: 324982E/E300003) resigned as the Statutory Auditors of the Company with
effect from 14th August, 2023.
Based on the recommendation of the Audit Committee, the Board of
Directors had at their meeting held on 14th August, 2023, approved appointment
of M/s. Borkar and Muzumdar, Chartered Accountants, registered with the Institute of
Chartered Accountants of India having Firm's Registration No. 101569W, as Statutory
Auditors with effect from 14th August, 2023, to fill the casual vacancy in the
office of Statutory Auditors due to resignation of existing Statutory Auditors of the
Company. M/s. Borkar and Muzumdar, Chartered Accountants, Statutory Auditors appointed by
the Board shall hold office upto the date of the ensuing Annual General Meeting,
Further, based on the recommendation of the Audit Committee, the Board
of Director have at their meeting held on 14th August, 2023, recommended the
appointment of M/s. Borkar and Muzumdar, Chartered Accountants, as the Statutory Auditors
of the Company for the approval of Members at the ensuing Annual General Meeting
("AGM"), for a period of five years, to hold office from the conclusion of the
ensuing 27th AGM till the conclusion of the 32nd AGM of the Company.
M/s. Borkar and Muzumdar, Chartered Accountants, have granted their
consent for being appointed as Statutory Auditors of the Company and have also confirmed
their eligibility in terms of the provisions of the Companies Act, 2013. The Notice
convening forthcoming AGM includes the proposal for appointment of Statutory Auditors of
the Company for approval of the Shareholders.
The notes on financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments and explanations. The
Auditors' Report (on Standalone and Consolidated Financial Statements) for the
financial year ended 31st March, 2023 have been qualified by the Statutory
Auditors in respect of following:
i) Qualification on non-availability of results /audited financial
statements of two joint venture companies
The Audit Committee and Board of Directors at their respective meetings
while approving the said Financial Statements reviewed such qualification made by the
Statutory Auditors. In accordance to the provisions of Section 134(3)(f) of the Companies
Act, 2013 and Regulation 34(2) of SEBI Listing Regulations, a statement containing the
details of qualification, explanation by the Board and impact of the qualifications is
provided under Note No. 50 and Note No. 51 to Standalone and Consolidated Financial
Statements of the Company respectively, forming part of this Annual Report.
No instances of fraud have been reported by the Statutory Auditors of
the Company under Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Your Company has undertaken Secretarial Audit for the financial year
2022-23 which, inter alia, includes audit of compliance with the Companies Act,
2013 and the Rules made under the Act, SEBI Listing Regulations and applicable Regulations
prescribed by the Securities and Exchange Board of India and Secretarial Standards issued
by the Institute of the Company Secretaries of India.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s. Sanjay Dholakia & Associates, Practicing Company
Secretary (Membership No. 2655 / CP No.1798) to conduct the Secretarial Audit of the
Company for financial year 2022-23.
The Secretarial Audit Report is annexed to this Report as Annexure III.
The observation/remark of the Secretarial Auditor in their report is self-explanatory and
therefore, the Board does not have any further comments on the same. The Company would
take necessary action to comply with the respective provisions of the regulations.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
Pursuant to provisions of Regulation 24A of SEBI Listing Regulations,
Secretarial Audit was undertaken for material subsidiaries of the Company viz. -
Bloom Foods and Beverages Private Limited, Aadhaar Wholesale Trading and Distribution
Limited, FCL Tradevest Private Limited and Future Food and Products Limited. The
Secretarial Audit Report for aforesaid material unlisted subsidiaries is annexed to this
Report as Annexure IV-A, IV-B, IV-C and IV-D and does not contain any qualification,
reservation or adverse remark.
PUBLIC DEPOSITS
Your Company has not been accepting any deposits from the public and
hence there are no unpaid / unclaimed deposits or any instance of default in repayment
thereof.
ANNUAL RETURN
The Annual Return as on 31st March, 2023 in terms of
provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and
Rules thereto, is available on website of the Company - https://futureconsumer.in/
investors.aspx#financials-id.
PARTICULARS OF EMPLOYEES
Disclosure with respect to the remuneration of Directors and employees
as required under Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
under Annexure V, which is annexed to this Report.
In terms of the provisions of first proviso to Section 136(1) of the
Companies Act, 2013, the statement containing particulars of top ten employees and the
employees drawing remuneration in excess of limits prescribed under Section 197 of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is excluded from the Annual Report
being sent to the Members of the Company and will be available for inspection by the
Members upto the date of forthcoming Annual General Meeting. If any Member is interested
in obtaining a copy thereof or inspecting the same, such Member may write to the Company
Secretary and the same shall be provided. The full Annual Report is being sent
electronically to all those members who have registered their email addresses and is also
available on the website of the Company and Stock Exchanges.
ANNUAL REPORT
In compliance with the circulars issued by the Ministry of Corporate
Affairs ("MCA") viz. General Circular No. 10/2022 dated 28th
December, 2022 read with General Circular No. 14/2020 dated 8th April, 2020,
General Circular No. 17/2020 dated 13th April, 2020, General Circular No.
20/2020 dated 5th May, 2020, General Circular No. 02/2021 dated 13th
January, 2021, General Circular No. 19/2021 dated 8th December, 2021 and
General Circular No. 21/2021 dated 14th December, 2021 and Circular No.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 issued by the Securities
and Exchange Board of India, Notice of the AGM along with the Annual Report 2022-23 is
being sent only through electronic mode to those Members whose email addresses are
registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2022-23 will also be available on the Company's website www.futureconsumer.in,
website of the Stock Exchanges i.e. BSE Limited and The National Stock Exchange of India
Limited at www.bseindia.com and www.nseindia.com respectively and on the
website of NSDL https://www.evoting.nsdl.com
DISCLOSURE OF AGREEMENTS IN TERMS OF REGULATION 30A OF SEBI LISTING
REGULATIONS
In terms of provisions of Regulation 30A(2) of SEBI Listing
Regulations, the details of number of agreements that subsist as on the date of
notification of Clause 5A to para A of Part A of Schedule III (i.e with effect from 15th
July, 2023), their salient features are provided under Annexure VI which is annexed to
this Report. The aforesaid details are also available on the website of the Company - https://futureconsumer.in/investors.
aspx#announcements
PARTICULARS OF EMPLOYEE STOCK OPTION PLAN
Pursuant to the approval of the Shareholders, the Company has
formulated following employee stock option schemes:
a) FVIL Employees Stock Option Plan-2011 ("FVIL ESOP- 2011")
b) Future Consumer Enterprise Limited - Employee Stock Option Plan 2014
("FCEL ESOP - 2014")
The aforesaid Employee Stock Option Plans are in compliance with erstwhile
SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time
("SEBI Employee Benefits Regulations") and there have been no material changes
to these Plans during the financial year under review.
The details of options granted and exercised under FVIL ESOP- 2011 and
FCEL ESOP-2014 and other disclosures as required under SEBI Employee Benefits Regulations,
are available on the website of the Company https://futureconsumer.in/investors.
aspx#statutory-documents and are also provided in Annexure VII, which is annexed to
this Report.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and
accordingly such accounts and records have not been maintained by the Company.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.
The Company in its regular course of business is vigilant to conserve
the resources and continuously implements measures required to save energy.
The Company's initiative towards Energy and Carbon Policy sets
forth guidelines towards low carbon transformation through energy efficiency and sourcing
energy from alternative and renewable sources. The Company's Environment Social
Management Systems ("ESMS") help them in identifying and assessing environmental
risks, preventing and mitigating the environmental impact caused due to its operations and
products. The Company monitors its environmental performance against key performance
indicators and works towards increasing manufacturing efficiency, wastage reduction and
enhancing capacity utilization.
The business activities of the Company are not specific to any
technology requirements. In the course of operations, processes are formed and implemented
to achieve operational efficiencies in the Company and also at its subsidiaries which
assist in maintaining product quality and cost control.
In respect of the manufacturing units of the Company and its
subsidiaries, the brief particulars in respect of various steps and initiatives taken
regarding conservation of energy and technology absorption are as under:
(A) Conservation of Energy
The energy utilization in each manufacturing unit is being monitored
regularly in order to achieve effective conservation of energy. The significant energy
conservation measures under taken during the year under review were as under:
(i) the steps taken or impact on conservation of energy:
a. Facilities at India Food Park are instrumental in saving energy,
each facility took stretched target of 15% optimisation in electrical energy. Each
facility implemented TPM, lean manufacturing to optimize the energy and achieved more than
set target.
b. The overall energy optimized at India Food Park production in
FY21-22 was 0.60 GJ/Ton of production which has surpassed in FY 22-23 with GJ/ ton of
production of 0.52
c. Continued monitoring of compressor shutdown and idling of freezer
rooms resulted in savings of 280 kwh/ day at F&V facility.
d. Rationalization in capacity utilization of freezer and movement of
man and materials in the freezer room restricted temperature increase.
e. Installing strip curtains in cold chain doors have arrested the
sudden of loss of cool air due to door opening and closing
f. Effective utilization of steam from boiler by regular monitoring of
briquette consumption to steam generation and water consumption to steam generation.
g. Auto power factor correction (APFC) resulted in savings of 800
kwh/month.
h. PNG is used as fuel for boiler operation and Oven operations by most
of facilities at India Food Park.
i. Dedicated chimney has been installed for 125 and 250 KVA DG sets,
which will help on effective stack monitoring and there by result less power diesel
consumption.
j. 500KVA DG was used to run WTP plant which was over capacity hence
shuffling of DG was done and smaller capacity of 125 KVA DG was out in WTP plant to ensure
less emission and consumption of fuel.
k. Decline on per unit rate due to higher EB usage
l. CRS -condensate recovery system has been installed at F&V boiler
and resulted in 10000 KL of water savings.
m. LPG is replaced by PNG at IFPL. All the units are using PNG as fuel
for their utilities
(ii) the steps taken by the Company for utilizing alternate sources of
energy:
India Food Park at Tumkur has installed 3MW solar power generating
units by third party and the company has been continuously trying to shift the power usage
from renewable energy such as solar panels and to this effect the share of solar power
usage has increased from 30% in FY 21-22 to 42% in FY 22-23.
(iii) the capital investment on energy conservation equipments:
There was no capital investment on energy conservation equipment for FY
2022-23 across all the business verticals of the Company and its subsidiaries.
Conservation of Water
Water mapping done with mass balance study.
Water flow meters are installed from source to all the
appropriate locations to monitor the water consumption.
Digital flow meter is installed at KIADB, IFPL water inlet for
monitor the actual receipt of inlet water.
Reuse, Recycle, Reduce method used to optimise the water
consumption.
Rain water harvesting pond of 20L capacity has been activated
that will help harvest rain water during season and also recharge ground water level. IFPL
has plans to reuse this water in future by filtration in next 2-3 years.
The Company's water stewardship policy encourages water
conservation efforts while monitoring, measuring and reporting progress against key
performance indicators and complying with the local regulations.
The average water consumption is sustained from previous year
and is averaging at 1.7 KL/ ton .
(B) Technology absorption
Total Productive Maintenance (TPM) - a holistic approach to implement
TPM at our units kicked off 2 years ago and also in the Centre of Plate ("COP")
units. Classroom and on the job trainings were imparted at Tumkur, Indore, Nimrani,
Hyderabad. The Training methodology covers all the employees, skilled labours &
contract labour. Training modules on TPM basics, 5S, KAIZEN, Autonomous maintenance (JH),
OEE monitoring and 8 pillar approach are done by the TPM co-ordinator and then the local
team takes over the cascade training. TPM methodology is implemented across Company's
manufacturing facilities and initiated energy saving projects on energy. Resource
efficiency initiatives have been done at IFPL and COP manufacturing facilities.
At the India Food Park at Tumkur, LPG is replaced by PNG there by
reducing GHG emissions. Various programs are under taken like environment monitoring, tree
plantation, providing storm water drains for new buildings, utilizing more amount of
treated water for landscaping, gardening there by conserve raw water, implementation of
TPM and lean manufacturing resulted in energy savings, small initiatives like switching of
lights when not use, ACs, using public transport.
(C) Foreign exchange earnings and outgo
The details in respect of Foreign Exchange earnings/ outgo for the year
under review, is provided below:
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo:
Nature of transaction |
Amount (' In Lakhs) |
Sitting Fees |
1.50 |
Legal & Professional Fees |
11.05 |
Purchases |
35.11 |
Total |
42.10 |
GENERAL
1. The Company has neither issued any equity shares with differential
rights as to dividend, voting or otherwise nor sweat equity shares and hence no disclosure
is required to be made in respect of the same.
2. During the year under review, the Managing Director and Executive
Director have not received any commission from the Company nor any remuneration in the
form of salary/ perquisites from any of its subsidiary companies.
3. There are no significant / material orders passed by the
regulators/courts/tribunals during the year under review which would otherwise impact the
going concern status of your Company and its future operations.
4. The Company has complied with the provisions regarding the
constitution of the Internal Complaints Committee ("ICC") in terms of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules thereto. During the year under review, there were no reported instances of cases
filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
5. The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
6. There is proceeding pending under the Insolvency and Bankruptcy
Code, 2016. An interlocutory application was filed by Mr. Vijaykumar V Iyer, Resolution
Professional of Future Retail Limited ("RP") against the Company, before
Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"), under
the provisions of Insolvency and Bankruptcy Code, 2016 ("Code") in the
matter relating to Corporate Insolvency Resolution Process initiated by Bank of India (the
"Financial Creditor" therein) against Future Retail Limited ("FRL"
/ "Debtor" therein). In the said interlocutory application filed, the RP has
prayed to NCLT to declare payments made by FRL to the Company to the tune of ' 839.18
Crore, during the financial years 2020-21 and 2021-22 to be preferential in nature and has
sought directions from NCLT for Company to refund the alleged preferential payments to FRL
in accordance with Section 44 of the Code. The application is presently pending before
NCLT.
7. The Company has not availed any fresh loan from the Banks or
Financial Institutions during the financial year 2022-23 and therefore there is no
disclosure relating to difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions.
8. During the year under review, the Company has been unable to
service its obligations towards payment of amount of principal and interest due towards
unlisted NonConvertible Debentures issued by the Company to CDC Emerging Markets Limited.
The amount due was partly paid-off during the current fiscal and presently an principal
amount of ' 158.82 Crore and accrued interest of ' 33.03 Crore is outstanding to be paid
by the Company.
9. There were no events relating to non-exercising of voting rights
since there were no shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Companies Act,2013 read with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement it is hereby confirmed that:
a. in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
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 as at 31st
March, 2023 and of the profit or 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
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts for the financial
year ended 31st March, 2023, on a going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors would like to thank and place on record their
appreciation for the support and co-operation provided to your Company by its
Shareholders, Future Group entities and in particular, regulatory authorities and its
bankers. Your Directors would also like to place on record their appreciation for the
efforts put in by employees of the Company during the year under review.
On behalf of the Board of Directors
Birendra Kumar Agrawal Chairman
Date: 14th August, 2023
Form AOC-2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in subsection (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto:
1. Details of contracts or arrangements or transactions not at
arm's length basis:
The Company has not entered into any contracts or arrangements or
transactions with its related parties which are not on arm's length basis during the
financial year 2022-23.
2. Details of material contracts or arrangement or transactions at
arm's length basis:
Name of the Party |
Nature of Relation |
Nature of Contract |
Duration |
Salient Terms |
Date Approved by Board |
Amount (' In lakhs) |
Aadhaar Wholesale Trading and
Distribution Ltd |
Subsidiary |
Sales |
On Going |
As per purchase orders placed
from time to time |
2nd February, 2022 |
1259.48 |
The Nilgiri Dairy Farm Private
Limited |
Subsidiary |
Sales |
On Going |
As per purchase orders placed
from time to time |
2nd February, 2022 |
1268.70 |
On behalf of the Board of Directors Of Future Consumer Limited
Date: May 30,2023
G.N. Bajpai Chairman
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY
("CSR") ACTIVITIES
1. Brief outline on CSR policy of the Company
O
Future Consumer Limited ("FCL" or "Company") is
committed towards developing sustainable business model and believes that creation of
large societal capital is as important as wealth creation for our stakeholders. The
Company has been actively contributing to the societal wealth creation, economic and
environmental development of the community in which the Company operates irrespective of
any regulatory compulsions as a realization of our above belief. The Company works towards
protecting the environment, as well as continually improving and enhancing the quality of
life of individuals and communities at large.
The Company has framed Corporate Social Responsibility Policy
("CSR Policy") as per the requirements prescribed under the Companies Act, 2013
read with Rules framed thereunder. The CSR Policy is available on the website of the
Company.
2. The Composition of the CSR Committee as on 31st March,
2023 is as under:
Sl. No. Name of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Ms. Ashni Biyani |
Chairperson |
1 |
1 |
2 Mr. Kishore Biyani |
Member |
1 |
1 |
3 Ms. Neelam Chhiber$ |
Member |
1 |
0 |
$ appointed as member with effect from 2nd November, 2022
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the Company:
The Composition of CSR as on 31st March, 2023 is
available on the website of the Company - https://futureconsumer.in/
investors.aspx#statutory-documents
The CSR Policy and CSR Projects is available on the website of
the Company - https://futureconsumer.in/investors. aspx#policies-code
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub rule (3) of rule 8, if
applicable. - Not Applicable
5. (a) Average net profit of the Company as per sub-section (5) of
section 135 : During the three immediately preceding financial years, the Company has
incurred Average Net Loss of ' (20,272.20) Lakhs.
(b) Two percent of average net profit of the company as per sub-section
(5) of section 135: Not Applicable in view of average net loss incurred during the three
immediately preceding financial years.
(c) Surplus arising out of the CSR Projects or programmes or activities
of the previous financial years: NIL
(d) Amount required to be set-off for the financial year, if any : NIL
(e) Total CSR obligation for the financial year [(b)+(c)-(d)] : NIL
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project).- NIL
(b) Amount spent in Administrative Overheads. - NIL
(c) Amount spent on Impact Assessment, if applicable. - NIL
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] - Not
applicable in view of average net loss incurred during the three immediately preceding
financial years.
(e) CSR amount spent or unspent for the Financial Year:
Total Amount Spent
for the Financial Year. (in ') |
Amount Unspent
(in ') |
Total Amount
transferred to Unspent CSR Account as per subsection (6) of section 135. |
Amount transferred
to any fund specified under Schedule VII as per second proviso to sub-section (5) of
section 135. |
Amount. |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
|
Nil |
- |
- |
Nil |
- |
(f) Excess amount for set-off, if any:
Sl. No. Particular |
Amount (in ') |
(1) (2) |
(3) |
(i) Two percent of average net
profit of the company as per sub-section (5) of section135 |
|
(ii) Total amount spent for
the Financial Year |
|
(iii) Excess amount spent for
the Financial Year [(ii)-(i)] |
NIL |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous Financial Years, if any |
(v) Amount available for set
off in succeeding Financial Years [(iii)-(iv)] |
|
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial Years:
1 |
2 |
3 |
4 |
5 |
6 |
7 |
8 |
Sl.
No. |
Preceding
Financial
Year(s) |
Amount transferred
to Unspent CSR Account under sub- section (6) of section 135 (in ') |
Balance Amount in
Unspent CSR Account under sub- section (6) of
section 135 (in') |
Amount Spent in the
Financial Year (in') |
Amount transferred to a Fund
as specified under Schedule VII as per second proviso to sub- section (5) of section
135,if any |
Amount remaining to
be spent in succeeding Financial Years (in') |
Deficiency,
if any |
Amount Date of (in') Transfer |
1 |
FY-1 |
NIL |
2 |
FY-2 |
3 |
FY-3 |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
O Yes 0 No
If Yes, enter the number of Capital assets created/ acquired
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable
Sl.
No. |
Short particulars of the
property or asset(s) [including complete address and location of the property] |
Pin code of the property or
asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of entity/
Authority/ beneficiary of the registered owner |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
|
|
|
|
CSR
Registration Number, if applicable |
Name |
Registered
address |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per sub- section (5) of section 135.- Not Applicable
Samson Samuel Ashni Biyani
Chief Executive Officer Chairperson - CSR Committee
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
For the financial year ended March 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Future Consumer Limited
Mumbai
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by FUTURE CONSUMER
LIMITED (hereinafter called the "Company"). Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit of the Company, I hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended on
March 31, 2023 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and
the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; - (Not applicable to the Company during the Audit Period);
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021;
e. The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
f. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not applicable to the Company during the Audit Period);
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not applicable to the Company during the Audit Period); and
i. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), 2015.
I have also examined compliance with the applicable clauses of
Secretarial Standards with regards to Meeting of Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company Secretaries of India.
During the period under review, the Company has complied with the
applicable provisions of the Act, Rules, Regulations and Guidelines, as mentioned above
except in respect of the following.
The Company has prepared consolidated financial statement for the year
ended 31st March 2022 without consolidating financials of Aussee Oats Milling
Private Limited (joint venture) and Aussee Oats India Limited (step down subsidiary) ,
which is a non compliance of Ind AS 27 and Section 133 of the Companies Act 2013.
The Company has prepared consolidated financial results for all the
quarters during the financial Year ended 31.03.2022 without consolidating financials
results of Aussee Oats Milling Private Limited (joint venture) and Aussee Oats India
Limited (step down subsidiary), which is a non-compliance Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Management Response:
There is a dispute between the Company and said JV partners and due to
non-availability of financial results for the quarter and year ended 31st
March, 2022 as a consequence of non-cooperation of the said JV partners which is in direct
contravention of court rulings.
The carrying value of the exposure (including investments, loans and
other assets) in standalone and consolidated financial results/statements in the aforesaid
joint ventures is Rs. 9,312 lakhs and Rs. 6,650 Lakhs respectively. The Company has made
appropriate disclosure in the financial statements (standalone and consolidated) for the
financial year ended 31st March,2022.
I further report and confirm that the Company has maintained Structured
Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the year
ended 31.03.2023.
I further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors / Committees of Board of Directors
that took place during the period under review were carried out in compliance with the
provisions of the Act.
Based on the representation given by the Management of the Company and
as verified by me, it is observed that there are no such laws which are specifically
applicable to the industry in which the Company operates.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or
at a shorter notice in compliance with the provisions of the Act and the Secretarial
Standards with regards to Meeting of Board of Directors ("SS-1"), and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
Majority decisions of the Board are carried out unanimously as recorded
in the minutes of the meetings of the Board of Directors.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This Report is to be read with our letter of even date which is annexed
as Annexure I and forms an integral part of this Report.
For SANJAY DHOLAKIA & ASSOCIATES
(SANJAY DHOLAKIA)
Practicing Company secretary
Proprietor
Membership No. 2655 C P No.: 1798
Place: Mumbai Date: 30th May, 2023 UDIN:F002655E000419115
Peer Reviewed Firm No. 2036/2022
ANNEXURE I TO SECRETARIAL AUDIT REPORT
To,
The Members
Future Consumer Limited
Mumbai
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that the correct
facts are reflected in secretarial records. We believe that the practices and processes we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Account of the Company.
4. Wherever required, we have obtained management representation about
the compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of the Corporate and other
applicable laws, rules, regulations and norms is the responsibility of management. Our
examination was limited to the verification of procedure on test basis.
6. Audit Report is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
For SANJAY DHOLAKIA & ASSOCIATES
(SANJAY DHOLAKIA)
Practicing Company secretary
Proprietor
Membership No. 2655 C P No.: 1798
Place: Mumbai Date: 30th May, 2023 UDIN:F002655E000419115
Peer Reviewed Firm No. 2036/2022
FORM NO. MR - 3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Bloom Foods and Beverages Private Limited
Knowledge House, Shyam Nagar,
Off. JVLR, Jogeshwari (East),
Mumbai - 400 060
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Bloom Foods and
Beverages Private Limited (hereinafter called the "Company"). Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the "Act") and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not Applicable to the Company during the
Audit period)
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards [Meeting of Board of Directors (SS-1) and
General Meetings (SS-2)] issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with
Non-Executive Directors. There was no change in the composition of the Board of Directors
during the period under review.
Based on the representation given by the Management of the Company and
as verified by me, it is observed that there are no such laws which are specifically
applicable to the industry in which the Company operates.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions were carried through with majority and there were no
dissenting views from the Board members.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, specific events /
actions having a major bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards are as under:
During the financial year 2022-23, pursuant to Sections 230 to
232 and other applicable provisions of the Companies Act, 2013, a Scheme of Amalgamation
between the Company ("Transferor Company No. 1" ) and Nilgiris Franchise Limited
( "NFL" or "Transferor Company No. 2") and Nilgiri's Mechanised
Bakery Private Limited ("NMBPL" or "Transferor Company No. 3") and
Future Consumer Limited ("FCL" or "Transferee Company") and their
respective shareholders was approved by the Board of the respective companies. The
Transferor and Transferee companies are in the process of filing the draft scheme with
Hon'ble NCLT, Mumbai Bench for approval.
This report is to be read with my letter of even date which is annexed
as 'Annexure' and forms an integral part of this report.
Bhumika Desai Company Secretary
ACS No.: 35550
Place : Mumbai C P No.: 22202
Date : 22nd May, 2023 UDIN : A035550E000351107
Peer Review Certificate no. 3419/2023
Annexure
To,
The Members,
Bloom Foods and Beverages Private Limited
Knowledge House, Shyam Nagar,
Off. JVLR, Jogeshwari (East),
Mumbai - 400 060
My report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test-check basis to ensure that the
correct facts are reflected in secretarial records. I believe that the practices and
processes I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I obtained management representation about the
compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of the corporate and other
applicable laws, rules, regulations and norms is the responsibility of management. My
examination was limited to the verification of procedure on test-check basis.
6. The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Bhumika Desai Company Secretary
ACS No.: 35550 C P No.: 22202
Place : Mumbai UDIN : A035550E000351107
Date : 22nd May, 2023 Peer Review Certificate no. 3419/2023
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To,
The Members,
Aadhaar Wholesale Trading and Distribution Limited
Mumbai
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Aadhaar Wholesale
Trading and Distribution Limited (hereinafter called "the Company"). The
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts / statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, We hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023 complied
with the statutory provisions listed hereunder and also that the Company has proper Board
processes and compliance mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; - (Not applicable to the Company during the Audit Period);
We have also examined compliance with the applicable clauses of the
following:
I. Secretarial Standards with regard to Meeting of Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of
India;
During the period under review, the Company has complied with the
applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as
mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with
Non-Executive Directors;
Based on the representation given by the Management of the
Company and as verified by us, it is observed that there are no such laws which are
specifically applicable to the industry in which the Company operates;
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
except where the Board Meetings have been called at a shorter notice in compliance with
the provisions of the Act and Secretarial Standards, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting;
Majority decisions are carried through while dissenting
member's views, if any, are captured and recorded as part of the minutes. However
during the Audit period there were no cases of dissenting opinions expressed by Directors.
We further report that there are adequate systems and processes
in the Company commensurate with the size and operations of the Company to monitor and
ensure compliance with applicable laws, rules, regulations and guidelines.
This Report is to be read with our letter of even date which is annexed
as Annexure - 1 and forms an integral part of this Report.
For Harsh Hiren Shah & Associates Company Secretaries
Date : 23rd May, 2023
Place : Mumbai
UDIN : A045112E000356819
Harsh Hiren Shah Proprietor
Membership No. A45112 / CP No. 22408 P. R. Certificate No.: 2265/2022
ANNEXURE- 1
To,
The Members,
Aadhaar Wholesale Trading and Distribution Limited
Mumbai
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that the correct
facts are reflected in secretarial records. We believe that the practices and processes,
we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Account of the Company.
4. Wherever required, we obtained management representation about the
compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of the corporate and other
applicable laws, rules, regulations and norms is the responsibility of management. Our
examination was limited to the verification of procedure on test basis.
6. The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For Harsh Hiren Shah & Associates Company Secretaries
Date : 23rd May, 2023
Place : Mumbai
UDIN : A045112E000356819
Harsh Hiren Shah Proprietor
Membership No. A45112 / CP No. 22408 P. R. Certificate No.: 2265/2022
FORM NO. MR - 3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
FCL Tradevest Private Limited
5th Floor, Sobo Central Mall,
Pt Madan Mohan Malviya Marg,
Cross Road Haji Ali,
Tardeo, Mumbai - 400034
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by FCL Tradevest
Private Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the "Act") and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not Applicable to the Company during the
Audit period)
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards [Meeting of Board of Directors (SS-1) and
General Meetings (SS-2)] issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
The Board of Directors of the Company is duly constituted with three
Non-Executive Directors as on 31st March, 2023. The changes in the composition
of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.
Based on the representation given by the Management of the Company and
as verified by me, it is observed that there are no such laws which are specifically
applicable to the industry in which the Company operates.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions were carried through with majority and there were no
dissenting views from the Board members.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, specific events /
actions having a major bearing on the Company's affairs in pursuance
of the above referred laws, rules, regulations, guidelines, standards,
are as under:
Pursuant to the Composite Scheme of Arrangement of Affluence
Food Processors Private Limited, Avante Snack Foods Private
Limited, FCEL Food Processors Limited, Future Consumer Products Limited
and Genoa Rice Mills Private Limited ("Transferor Companies") with FCL Tradevest
Private Limited ("Transferee Company"), sanctioned by the Hon'ble National
Company Law Tribunal, Mumbai Bench vide its order pronounced on 24th February
2022 in C.P.(CAA)/49/MB/2021 connected with C.A. (CAA)/1097/MB/2020, and the approval
granted by the Board of Directors of the Company:
a) 100 (One Hundred) Equity Shares of face value of Rs. 10/- (Rupees
Ten only) each have been issued and allotted to 'Future Consumer Limited' on 16th
May, 2022, Shareholder of FCEL Food Processors Limited whose name was recorded in the
register of members of FCEL Food Processors Limited as on record date as per clause 1.1.11
of the sanctioned scheme.
b) 100 (One Hundred) Equity Shares of face value of Rs. 10/- (Rupees
Ten only) each have been issued and allotted to 'Future Consumer Limited' on 16th
May, 2022, Shareholder of Future Consumer Products Limited whose name was recorded in the
register of members of Future Consumer Products Limited as on record date as per clause
1.1.11 of the sanctioned scheme.
This report is to be read with my letter of even date which is annexed
as 'Annexure' and forms an integral part of this report.
Bhumika Desai Company Secretary
ACS No.: 35550
Place : Mumbai C P No.: 22202
Date : 29th May, 2023 UDIN : A035550E000412190
Peer Review Certificate no. 3419/2023
ANNEXURE
To,
The Members,
FCL Tradevest Private Limited
5th Floor, Sobo Central Mall,
Pt Madan Mohan Malviya Marg,
Cross Road Haji Ali,
Tardeo, Mumbai - 400034
My report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test-check basis to ensure that the
correct facts are reflected in secretarial records. I believe that the practices and
processes I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I obtained management representation about the
compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of the corporate and other
applicable laws, rules, regulations and norms is the responsibility of management. My
examination was limited to the verification of procedure on test-check basis.
6. The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Bhumika Desai Company Secretary
ACS No.: 35550 C P No.: 22202
Place : Mumbai UDIN : A035550E000412190
Date : 29th May, 2023 Peer Review Certificate no. 3419/2023
FORM NO. MR - 3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Future Food and Products Limited
Knowledge House, Shyam Nagar,
Off. JVLR, Jogeshwari (East),
Mumbai - 400 060
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Future Food and
Products Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the "Act") and the rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings; (Not Applicable to the Company during the
Audit period)
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards [Meeting of Board of Directors (SS-1) and
General Meetings (SS-2)] issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the
applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with
Non-Executive Directors. There was no change in the composition of the Board of Directors
during the period under review.
Based on the representation given by the Management of the Company and
as verified by me, it is observed that there are no such laws which are specifically
applicable to the industry in which the Company operates.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions were carried through with majority and there were no
dissenting views from the Board members.
I further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, specific events /
actions having a major bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards are as under:
Pursuant to the approval granted by the Shareholders of the
Company during the year under review, in terms of Section 180 (1)
(a) of the Companies Act, 2013, the Company has executed a Sale Deed on
26th April, 2022 with respect to sale of immovable properties of the Company
situated at Mauza KOKARDA and Mauza KANIYADOL at Nagpur District for a consideration of
Rs. 3,285 Lakhs.
This report is to be read with my letter of even date which is annexed
as 'Annexure' and forms an integral part of this report.
Bhumika Desai Company Secretary
ACS No.: 35550 C P No.: 22202
Place : Mumbai UDIN : A035550E000351162
Date : 22nd May, 2023 Peer Review Certificate no. 3419/2023
ANNEXURE
To,
The Members,
Future Food and Products Limited
Knowledge House, Shyam Nagar,
Off. JVLR, Jogeshwari (East),
Mumbai - 400 060
My report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test-check basis to ensure that the
correct facts are reflected in secretarial records. I believe that the practices and
processes I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I obtained management representation about the
compliance of laws, rules, regulations, norms and standards and happening of events.
5. The compliance of the provisions of the corporate and other
applicable laws, rules, regulations and norms is the responsibility of management. My
examination was limited to the verification of procedure on test-check basis.
6. The secretarial audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Bhumika Desai Company Secretary
ACS No.: 35550 C P No.: 22202
Place : Mumbai UDIN : A035550E000351162
Date : 22nd May, 2023 Peer Review Certificate no. 3419/2023
Details as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
(i) The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, during the
financial year 2022-23, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2022-23 are as under:
Sr. No. Name of Director/KMP and
designation |
% increase in Remuneration
for Financial Year 2022-23 |
Ratio of remuneration of each
Director to median remuneration of employees |
1 Ashni Biyani* Managing
Director |
- |
7.67 |
2 Jude Linhares @ Executive
Director |
- |
- |
3 Amit Kumar Agrawal** Executive
Director |
17 |
9.11 |
4 Samson Samuel# Chief Executive
Officer |
- |
- |
5 Manoj Gagvani Company Secretary
& Head-Legal |
- |
- |
6 Rajendra Bajaj$ Chief
Financial Officer |
25 |
- |
*ceased to be Managing Director with effect from 12th May,
2022 @ ceased to be an Executive Director with effect from 15th April, 2022
**ceased to be Dy. Chief Financial Officer and appointed as an
Executive Director with effect from 25th April, 2022 # appointed as Chief
Executive Officer with effect from 12th May, 2022
$ceased to be Dy. Chief Financial Officer and appointed as Chief
Financial Officer with effect from 12th August, 2022
(ii) Percentage increase in the median remuneration of employees in the
financial year
In the financial year 2022-23, there was an increase of 6% in the
median remuneration of employees.
(iii) Number of permanent employees on the rolls of Company
There were 62 permanent employees on the rolls of Company as on 31st
March, 2023.
(iv) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration
The average percentage increase made in the salaries of employees other
than the managerial personnel for the financial year i.e. 2022-23 was 9% whereas the
increase in the managerial remuneration for the same financial year was 57%. Justification
for increase in managerial remuneration is due to change in roles, appointment/resignation
and revision in case of few key managerial personnel as per industry norms.
(vi) Affirmation that the remuneration is as per the remuneration
policy of the Company
It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy of the Company.
DISCLOSURE OF AGREEMENTS (INCLUDING SALIENT FEATURES) BINDING LISTED
ENTITIES IN TERMS OF REGULATION 30A OF SEBI LISTING REGULATIONS
Sr. No. Particulars |
Remarks |
A Investment Agreement dated 1st
July, 2016 and Amended and Restated Investment Agreement dated 16th May,2019 |
1. If the listed entity is a
party to the agreement, i. details of the counter parties (including name and relationship
with the listed entity) |
Yes
International Finance Corporation ("IFC" / "Investor
"). IFC. IFC is not related to the Company. |
2. If listed entity is not a
party to the agreement, i. name of the party entering into such an agreement and the
relationship with the listed entity; ii. details of the counter parties to the agreement
(including name and relationship with the listed entity); iii. date of entering into the
agreement. |
Not Applicable |
3. Purpose of entering into the
agreement; |
For investment made by IFC in
the Company by subscription to Compulsorily Convertible Debentures and Equity Shares. |
4. Shareholding, if any, in the
entity with whom the agreement is executed |
IFC holds 10,78,19,921 equity
shares |
5. Significant terms of the
agreement (in brief); |
Agreement by IFC to
subscribe to the securities mentioned thereunder at the prescribed price.
Customary consent rights with the Investor inter-alia
comprising senior ranking issuance of securities, undertaking liquidation/ delisting,
change in rights of Investor securities.
Compliance with social and environmental obligations to be
undertaken by the Company |
6 Extent and the nature of
impact on management or control of the listed entity; |
Not Applicable |
7. Details and quantification of
the restriction or liability imposed upon the listed entity; |
As per Point No. 5 above |
8. Whether, the said parties are
related to promoter/promoter group/ group companies in any manner. If yes, nature of
relationship; |
Not Applicable |
9. Whether the transaction would
fall within related party transactionsRs. If yes, whether the same is done at
"arm's length"; |
Not Applicable |
10. In case of issuance of
shares to the parties, details of issue price, class of shares issued; |
The Compulsorily Convertible
Debentures are already converted into equity shares of the Company. |
11. Any other disclosures related
to such agreements, viz., details of nominee on the board of directors of the listed
entity, potential conflict of interest arising out of such agreements, etc.; |
IFC has right to appoint nominee
director, subject to prescribed holdings in the Company. |
12. in case of rescission,
amendment or alteration, listed entity shall disclose additional details to the stock
exchange(s): i. name of parties to the agreement; ii. nature of the agreement; iii. date
of execution of the agreement; iv. details and reasons for amendment or alteration and
impact thereof (including impact on management or control and on the restriction or
liability quantified earlier); v. reasons for rescission and impact thereof (including
impact on management or control and on the restriction or liability quantified earlier). |
Not Applicable |
Sr. No.
Particulars |
Remarks |
B Unattested Pledge Agreement
dated 30th April, 2022 |
1. If the listed entity is a
party to the agreement, i. details of the counter parties (including name and relationship
with the listed entity) |
Yes
Axis Trustee Services Limited ("Axis Trustee"). Axis Trustee is
not related to the Company |
2. If listed entity is not a
party to the agreement, i. name of the party entering into such an agreement and the
relationship with the listed entity; ii. details of the counter parties to the agreement
(including name and relationship with the listed entity); iii. date of entering into the
agreement. |
Not Applicable |
3. Purpose of entering into the
agreement; |
To create pledge
on investments of the Company in investee companies to secure outstanding dues of the
Lenders under the Framework Agreement dated 6th May,2021. |
4. Shareholding, if any, in the
entity with whom the agreement is executed |
Not Applicable |
5. Significant terms of the
agreement (in brief); |
To provide
additional security to the lenders by way of pledge on investments of the Company held in
subsidiary and joint venture companies. |
6 Extent and the nature of
impact on management or control of the listed entity; |
None |
7. Details and quantification of
the restriction or liability imposed upon the listed entity; |
Restriction on
disposal /creation of encumbrance of any nature on investments held by the Company. |
8. Whether, the said parties are
related to promoter/promoter group/ group companies in any manner. If yes, nature of
relationship; |
No |
9. Whether the transaction would
fall within related party transactionsRs. If yes, whether the same is done at
"arm's length"; |
Not Applicable |
10. In case of issuance of
shares to the parties, details of issue price, class of shares issued; |
Not Applicable |
11. Any other disclosures related
to such agreements, viz., details of nominee on the board of directors of the listed
entity, potential conflict of interest arising out of such agreements, etc.; |
Not Applicable |
12. in case of rescission,
amendment or alteration, listed entity shall disclose additional details to the stock
exchange(s):
i. name of parties to the agreement;
ii. nature of the agreement;
iii. date of execution of the agreement;
iv. details and reasons for amendment or alteration and impact thereof
(including impact on management or control and on the restriction or liability quantified
earlier);
v. reasons for rescission and impact thereof (including impact on
management or control and on the restriction or liability quantified earlier). |
Not Applicable |
Disclosures relating to Employee Stock Option Scheme(s) in respect of
Options granted till 31st March, 2023
Sr. No Particulars |
FVIL ESOP-2011 |
FCEL ESOP-2014 |
A Disclosures in terms of the
accounting standards prescribed by the Central Government in terms of Section 133 of the
Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee
share-based payments' issued in that regard from time to time. |
Refer Note 35 in
Notes to Financial Statements |
B Diluted Earnings Per Share
(EPS) on issue of shares pursuant to all the schemes covered under the regulations shall
be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by ICAI
or any other relevant accounting standards as prescribed from time to time |
' (2.76) |
C Details related to ESOS |
(i) A description of each ESOS
that existed at any time during the year including the general terms and conditions of
each ESOS |
(a) Date of
Shareholders' Approval |
10th
August, 2010 and 16th January, 2012 |
12th
January, 2015 and 12 th May, 2015 |
(b) Total Number
of Options approved under ESOS |
5,00,00,000 |
Primary Route:
3,19,50,000 Secondary Route: 7,98,00,000 |
(c)
Vesting Requirements |
At the end of one year from
the date of Grant |
30% of options
granted |
At the end of one
year from the date of Grant |
20% of options granted |
At the end of two year from
the date of Grant |
30% of options
Granted |
At the end of two
year from the date of Grant |
30% of options granted |
At the end of three year from
the date of Grant |
40% of options
granted |
At the end of three
year from the date of Grant |
50% of options granted |
(d) Exercise price
or Pricing formula |
' 6/- |
Primary Route :
The exercise price per Option shall not be less than the face value of Equity Shares and
shall not exceed market price of the Equity Share of the Company as on date of grant of
Options, as may be decided by Nomination and Remuneration / Compensation Committee.
Secondary Route : The exercise price per Option shall not exceed market price of the
Equity Share of the Company as on date of grant of Options or the cost of acquisition of
such shares to the Company applying FIFO basis, whichever is higher, as may be decided by
Nomination and Remuneration / Compensation Committee. |
(e) Maximum term of Options
granted |
Three Years from
the date of Vesting |
Three Years from
the date of Vesting |
(f) Source of Shares (primary,
secondary or combination) |
Primary |
Primary &
Secondary |
(g) Variation of terms of
Options |
Nil |
Nil |
(ii) Method used to account for
ESOS - Intrinsic or fair value |
Fair Value |
Fair Value |
(iii) Where the company opts for
expensing of the options using the intrinsic value of the options, the difference between
the employee compensation cost so computed and the employee compensation cost that shall
have been recognized if it had used the fair value of the options shall be disclosed. The
impact of this difference on profits and on EPS of the company shall also be disclosed. |
NOT APPLICABLE |
(iv) Option Movement during
the year (for each ESOS) |
|
FVIL ESOP-2011
(Primary Route) |
FCEL ESOP-2014
(Secondary Market Route) |
FCEL
ESOP-2014 (Primary Route) |
a) Number of Options
outstanding at the beginning of the Period |
Nil |
1,04,97,293 |
2,57,500 |
b) Number of Options granted
during the year |
Nil |
Nil |
Nil |
c) Number of Options forfeited
/ lapsed during the year |
Nil |
97,97,293 |
2,57,500 |
d) Number of Options vested
during the year. |
Nil |
7,16,238 |
Nil |
e) Number of Options exercised
during the year |
Nil |
Nil |
Nil |
f) Number of shares arising as a
result of exercise of Options |
Nil |
Nil |
Nil |
g) Money realized by exercise
of Options |
Nil |
Nil |
Nil |
h) Loan repaid by the Trust
during the year from exercise price received |
Not Applicable |
Nil |
Not Applicable |
i) Number of options
outstanding at the end of the year |
Nil |
7,00,000 |
Nil |
j) Number of Options
exercisable at the end of the year. |
Nil |
1,40,000 |
Nil |
Sr. No Particulars |
FVIL ESOP-2011 |
FCEL ESOP-2014 |
v) Weighted-average exercise
prices and weighted-average fair values of options shall be disclosed separately for
options whose exercise price either equals or exceeds or is less than the market price of
the stock. |
Refer Note 35 in
Notes to Financial Statements |
vi) Employee wise details of
options granted to: |
(a) Senior Managerial
Personnel (Directors and Key Managerial Personnel) |
Nil |
Sr. No Particulars |
FVIL ESOP-2011 |
FCEL ESOP-2014 |
(b) Any other employee who
receives a grant in any one year of option amounting to 5% or more of option granted
during that year. |
Nil |
(c) Identified employees who were
granted option during any one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the Company from the time of grant. |
Nil |
vii) A description of the method
and significant assumptions used during the year to estimate the fair value of options
including the following information: |
(a) the weighted-average values
of share price, exercise price, expected volatility, expected option life, expected
dividends, the risk-free interest rate and any other inputs to the model; |
Refer Note 35 in
Notes to Financial Statements |
(b) the method used and the
assumptions made to incorporate the effects of expected early exercise; |
The fair value of
each Option is estimated using the Black Scholes Option Pricing model. |
(c) how expected volatility was
determined, including an explanation of the extent to which expected volatility was based
on historical volatility; and |
The volatility
used in the Black Scholes Option Pricing model is the annualized standard deviation of the
continuously compounded rates of return on the stock over a period of time. The period
considered for the working is commensurate with the expected life of the Options and is
based on the daily volatility of the Company's stock price on NSE. The Company has
incorporated the early exercise of Options by calculating expected life on past exercise
behaviour. |
(d) whether and how any other
features of the option grant were incorporated into the measurement of fair value, such as
a market condition. |
There are no
market conditions attached to the grant and vest. |
Details related to Trust:
The details inter alia, in connection with transactions made by
the Trust meant for the purpose of administering the Future Consumer Enterprise Limited
Employee Stock Option Plan -2014 are as under:
(i) General information on all schemes
Sr. No. Particulars |
Details |
1 Name of the Trust |
Future Consumer Enterprise
Employees Welfare Trust |
2 Details of the Trustee(s) |
Vistra ITCL (India) Limited
(formerly known as IL & FS Trust Company Limited) |
3 Amount of loan disbursed by
Company / any company in the group, during the year |
Nil |
4 Amount of loan outstanding
(repayable to Company / any company in the group) as at the end of the year |
' 3,910.71 lakhs |
5 Amount of loan, if any, taken
from any other source for which Company / any company in the group has provided any
security or guarantee. |
Nil |
6 Any other contribution made
to the Trust during the year |
Nil |
(ii) Brief details of transactions in shares by the Trust
(a) Number of shares held at
the beginning of the year; |
13,452,793 |
(b) Number of shares acquired
during the year through: |
|
(i) primary issuance |
Nil |
(ii) secondary acquisition, also
as a percentage of paid up equity capital as at the end of the previous financial year,
along with information on weighted average cost of acquisition per share |
Nil |
(c) Number of shares transferred
to the employees / sold along with the purpose thereof |
2,955,500 equity shares. The
excess shares held by Trust which were not backed by grant have been sold. |
(d) Number of shares held at
the end of the year |
10,497,293 equity shares |
|
|
(iii) In case of secondary acquisition of shares by the Trust
Sr. No Particulars |
Number of shares |
As a percentage of paid-up
equity capital as at the end of the year immediately preceding the year in which
shareholders' approval was obtained |
a) Held at the beginning of
the year |
13,452,793 |
0.81% |
b) Acquired during the year |
Nil |
- |
c) Sold during the year |
2,955,500 |
0.18% |
d) Transferred to the
employees during the year |
Nil |
- |
e) Held at the end of the year |
10,497,293 |
0.63% |
|