Dear Members,
Your Board of Directors have pleasure in presenting the Thirty Seventh
(37th) Directors' Report together with the audited financial statements of the
Company for the financial year ended March 31, 2023.
Financial Performance
The summarised financial performance highlight is presented in the
table below:
(H in Lakhs)
|
Financial Year |
Particulars |
2022-23 |
2021-22 |
Total Income (including other income) |
31,82,145.48 |
24,28,438.22 |
Less: Total expenses other than Finance
Cost and Depreciation |
30,24,401.27 |
22,71,839.53 |
Profit/(Loss) before Depreciation, Finance
Cost and Tax |
1,57,744.21 |
1,56,598.69 |
Less: Finance Cost |
23,885.08 |
35,487.79 |
Less: Depreciation, amortisation and
impairment expenses |
15,963.00 |
13,672.75 |
Profit for the year before exceptional
items and tax |
1,17,896.13 |
1,07,438.15 |
Profit for the year before tax |
1,17,896.13 |
1,07,438.15 |
Total Tax Expenses |
29,252.02 |
26,807.26 |
Net Profit for the year after tax |
88,644.11 |
80,630.89 |
Add: Items that will not be reclassified
to statement of Profit and Loss |
(476.35) |
1,222.70 |
Add: Items that will be reclassified to
statement of Profit and Loss |
37.05 |
8.68 |
Total comprehensive income for the year |
88,204.81 |
81,862.27 |
State of Company's Affairs
Your company has achieved a total income of H 31,82,145.48 lakhs during
the year under review as against H 24,28,438.22 lakhs in the previous financial year. The
net profit after tax of the company for the year under review is H 88,644.11 lakhs as
against H 80,630.89 lakhs for the previous financial year.
The export of the company during the year under review was H 53,079.65
lakhs as compared to H 30,439.59 lakhs during the previous financial year.
Future Outlook
Amidst challenging macroeconomic conditions, Patanjali Foods Ltd.
("PFL") defied the odds and delivered a remarkable business
and financial performance in FY23. The company undertook a series of strategic initiatives
which not only bolstered Company's position but has led its transition into a major
FMCG player.
In FY23, the company achieved a significant milestone by acquisition of
food business, enriching product portfolio with a wide array of brands. This acquisition
with a bouquet of 21 products has enabled the company to undergo a transformation,
solidifying its position in the highly competitive FMCG market. With this move, the
company stands poised to assert its presence in the market.
The company's unwavering commitment to premiumisation, coupled with its
diverse product range and expansive distribution channels, has proven to be a driving
force behind its impressive revenue and profitability growth. In a bid to broaden its
global footprint, the company is ambitiously pursuing expansion in international markets,
targeting a wider global presence. Moreover, the company's proactive approach to revamping
its Nutraceuticals business with innovative products and venturing into the Dry Fruits
segment through strategic international partnerships showcases its forward-thinking
strategy. Additionally, the company's Oil Palm Plantation project is making steady
progress, evident from the increase in cultivated area and the successful collaboration
with various State Governments. Notably, the company's adoption of cutting-edge
automation tools has streamlined its operations, facilitating seamless information flow
across processes. This enhancement has empowered the organisation to drive KPIs
effectively across roles and responsibilities, yielding substantial benefits.
In the medium to long term, the company has set its sights on achieving
improved margins and outpacing industry growth across product portfolio, driven by the
strategic initiatives:
Capitalising on its well-established brand recognition in the
edible oil category, the company is determined to expand its market share in premium oil
segments.
To reduce reliance on imports, the company aims to significantly
increase palm cultivation area within its operations, ensuring greater self-sufficiency.
In the foods business, spanning from mass to premium categories,
the company is focused on targeted efforts to achieve multi-fold growth while maintaining
stable margins.
By capitalising on its existing network and strong brand
affinity, the company aims to secure a larger share of exports, bolstering presence in
international markets.
Emphasising growth in emerging distribution channels, the
company is proactively seeking new avenues to reach and engage with customers, ensuring
sustainable expansion.
Despite the extreme volatility experienced in FY23, particularly
concerning edible oils and other commodity prices, the company has demonstrated resilience
and remains poised for better performance in the future. As we step into FY24, the
prospects are encouraging, with inflationary pressures easing, leading to an increase in
disposable income. Moreover, there is a notable uptick in rural demand and steady urban
demand, contributing to an overall positive outlook. These favorable market conditions
bode well for the company's continued success and growth moving forward.
Further Issue of Shares
In compliance of the Order dated July 24, 2019 read with Order dated
September 04, 2019 passed by Hon'ble National Company Law Tribunal (NCLT), Mumbai
Bench under section 31 of the Insolvency and Bankruptcy Code, 2016, during the year
2019-20, your Company had allotted 29,25,00,000 Equity Shares in favor of the shareholders
of Patanjali Consortium Adhigrahan Private Limited, which had been amalgamated with your
company. Subsequent to this allotment of 29,25,00,000 Equity Shares, the minimum public
shareholding ("MPS") in your company reduced to 1.13%. Further, to comply with
the provisions of MPS under Regulation 38 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations") and to comply with
continuous listing requirement as stipulated under
Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957
("SCRR"), as amended, the minimum public shareholding has to be increased to 25%
within a maximum period of 3 (three) years from the date of such fall, in the manner
specified by SEBI and if the public shareholding falls below 10%, the same shall be
increased to at least 10%, within a maximum period of 12 (twelve) months from the date of
such fall, in the manner specified by SEBI which had to be achieved by our Company. During
the year under review, your company has successfully launched the Further Public Offer
(FPO) and allotted 6,61,53,846 equity shares amounting to H 4,300 Crores. Subsequent to
allotment of such shares public shareholding has reached 19.18%. The Company had to
further increase the public shareholding to 25% to comply with the MPS requirements as
envisaged under Rule 19A of the SCRR.
Patanjali Ayurved Limited, one of the Promoters of the Company has sold
2,53,39,640 equity shares of the Company (representing 7% of the total issued and paid-up
equity share capital of the Company) on July 13, 2023 and July 14, 2023, in accordance
with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated
January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of
Shares through Stock Exchange Mechanism" issued by the Securities and Exchange Board
of India.
With the aforementioned sale of shares, the shareholding of the
Promoter and members of Promoter Group in the Company has reduced from
80.82% of the paid-up equity share capital of the Company to 73.82% of the paid-up equity
share capital of the Company. Accordingly, the Company has become compliant with the
minimum public shareholding requirements, as mandated under rules 19(2)(b) and 19A of the
Securities Contracts (Regulation) Rules 1957, read with Regulation 38 of the Listing
Regulations.
Change in Name of the Company
During the year under review, the name of the Company was changed from
"Ruchi Soya Industries Limited" to "Patanjali Foods Limited". The
rebranding comes as one of the many actions being undertaken as part of transition into
Food/FMCG business undertaken by the Company. The new name Patanjali Foods Limited
reflects the
Company's overall FMCG activities being undertaken by the Company.
Consequent to the postal ballot exercise and Company's application
for change of name, the Registrar of Companies, Mumbai, Maharashtra,
Ministry of Corporate Affairs had issued the fresh certificate of
incorporation pursuant to change of name dated June 24, 2022 confirming change in the name
of the Company from "Ruchi Soya Industries Limited" to "Patanjali Foods
Limited" effective from June 24, 2022. This change in name also involved consequent
amendment of Memorandum of Association and Articles of Association of the Company. The
security name of the Company on BSE Limited and National Stock Exchange of India Limited
is Patanjali Foods Limited with BSE scrip code 500368' and NSE scrip symbol
PATANJALI'.
Change of Registered Office
During the year, the Company had shifted its registered office from
"Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near
Mayur Nagar, Goregaon (E), Mumbai - 400065, Maharashtra to 616, Tulsiani Chambers, Nariman
Point, Mumbai 400021, Maharashtra with effect from November 12, 2022 within the local
limits of the City.
Transfer to Reserves
During the year under review, no amount was proposed to be transferred
to Reserves. For complete details on movement in
Reserves and Surplus during the financial year ended March 31, 2023,
please refer to the Statement of Changes in Equity included in the financial statements.
Dividend
Your directors recommend payment of dividend at the rate of 0.0001% on
1,79,22,540 0.0001% Cumulative Redeemable Non-Convertible Preference Shares of H 100/-
each and H 6/- (Rupees Six only) per equity share being 300% of face value of H 2/- (Rupee
Two only) each for financial year ended March 31, 2023. The payment of dividend is subject
to approval of shareholders at 37th Annual General Meeting ("AGM") of the
Company.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the shareholders. Your Company shall, accordingly, make the payment of the
dividend after deduction of tax at source.
The dividend recommended is in accordance with the parameters and
criteria as set out in the Dividend Distribution Policy which has been approved by the
Board of Directors of the Company. The Dividend Distribution Policy is available at the
web link http://www. patanjalifoods.com/policies/Dividend_Distribution_Policy.pdf in terms
of Regulation 43A of Listing Regulations.
Deposits
During the year under review, your Company has not accepted / renewed
any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loans, Guarantees or Investments
The Particulars of loans, guarantees or investments pursuant to section
186 of the Companies Act, 2013 are provided in the notes to the financial statements.
Subsidiaries, Joint Ventures and Associate Companies
The provisions of sections 129, 134 and 136 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") for
preparation of consolidated financial statements, are not applicable to your Company.
Also a separate statement containing the salient features of the
financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is
attached with this annual report.
Subsidiaries
During the year under review, there was no subsidiary of the Company.
Associate
GHI Energy Private Limited ("GHI") was an associate of the
Company with the Company holding 49% of the paid up equity share capital of GHI. However,
GHI issued further equity shares on May 13, 2019 without consent of the Company as a
result of which Company's equity shareholding in GHI reduced to 19.34%. On persuasion
by the Company, GHI has filed a petition with Hon'ble National Company Law Tribunal,
Chennai Bench ("Hon'ble Tribunal") for reduction of capital under section
66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon'ble
Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold
only 19.34% in GHI. Upon approval of the capital reduction by the Hon'ble Tribunal
and such capital reduction, being effective, the paid up share capital of GHI shall stand
reduced to the extent of the shares so extinguished and the original shareholding of 49%
by the Company in GHI shall stand restored.
Joint Venture
Ruchi J-Oil Private Limited, a joint venture, is under voluntary
liquidation from August 21, 2018.
The investment of the Company in Indian Oil Ruchi Biofuels LLP, a Joint
Venture, has been impaired in the books of accounts of the Company in the year 2018-19 as
per the provisions of applicable Ind-AS.
Change in Directors and Key Managerial Personnel ("KMP")
Directors
There was no change in the composition of Board of Directors of the
Company during the year under review.
As on March 31, 2023, following is the composition of the Board of
Directors of the Company:
Sr. No. |
Name of Director |
Category |
1. |
Shri Acharya Balkrishna |
Non-Executive
Non-Independent Director Chairman |
2. |
Shri Swami Ramdev |
Non-Executive
Non-Independent Director |
3. |
Shri Ram Bharat |
Executive Managing Director |
4. |
Shri Girish Kumar Ahuja |
Non-Executive Independent Director |
5. |
Shri Tejendra Mohan Bhasin |
Non-Executive Independent Director |
6. |
Smt. Gyan Sudha Misra |
Non-Executive Independent Director |
Key Managerial Personnel
During the year under review, Shri Sanjay Kumar resigned from the
office of the Chief Financial Officer (CFO) of the Company with effect from June 30, 2022.
The Board takes on record the contribution made by him during his tenure with the company.
Shri Kumar Rajesh, Head - Strategic Finance, Special Projects and
Treasury Management of the Company was appointed as Chief
Financial Officer (key managerial personnel) of the Company with effect
from July 1, 2022.
As on March 31, 2023, your Company has following key managerial
personnel:
Sr. No. |
Name of Key Managerial
Personnel |
Category |
1. |
Shri Ram Bharat |
Managing Director (MD) |
2. |
Shri Sanjeev Kumar Asthana |
Chief Executive Officer (CEO) |
3. |
Shri Kumar Rajesh |
Chief Financial Officer (CFO) |
4. |
Shri Ramji Lal Gupta |
Company Secretary (CS) |
Statement on Declaration by Independent Directors
The Company has received the necessary declaration from each of the
independent directors confirming that he/she meets the criteria of independence as laid
out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made
thereunder and Regulation
16(1)(b) of the Listing Regulations. In the opinion of the Board, the
Independent Directors fulfil the conditions specified in the Listing
Regulations and in the Companies Act, 2013 and possess requisite
qualifications, experience and expertise and hold highest standards of integrity.
Policy on Directors' Appointment and Policy on Remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act,
2013, the Policy on appointment of Board Members including criteria for determining
qualifications, positive attributes, independence of a
Director and the Policy on remuneration of Directors, KMP and other
employees is available at the web link http://www.patanjalifoods.com/
policies/Remuneration_and_Board_Diversity_Policy.pdf.
Particulars of Employees and Related Disclosures
As prescribed under Section 197(12) of the Companies Act, 2013
("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details are given in Annexure - I.
A statement containing particulars of employees as required under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
as a separate annexure forming part of this Report. In terms of Section 136 of the Act,
the Annual Report and financial statements are being sent to the shareholders excluding
the aforesaid annexure. The said annexure is available for inspection at the registered
office of the Company during business hours and will be made available to any shareholder
on request.
Number of Meetings of the Board
There were Eleven (11) meetings of the Board of Directors held during
the financial year under review. For attendance and other details, please refer to the
Corporate Governance Report which forms part of the Annual Report 2022-23.
Performance Evaluation of the Board, its Committees and Individual
Directors
The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the provisions of the Act and
the Listing Regulations.
The Board evaluated its performance after seeking input from all the
directors on the basis of criteria such as the Board composition and structure,
effectiveness of board process, information and functioning etc. The performance of the
Committees was evaluated by the Board after seeking input from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings etc. The above criteria are as provided in the Guidance Note on Board Evaluation
issued by the Securities and
Exchange Board of India.
The manner in which the evaluation has been carried out has also been
explained in the Corporate Governance Report attached as Annexure to this report.
The Company has put in place a policy containing, inter- alia, the
criteria for performance evaluation of the Board, its committees and individual Directors
(including independent directors).
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors including internal financial controls, financial
reporting by the Statutory Auditors and the reviews performed by the management and the
relevant Board
Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during FY 2022-23.
Accordingly, as required under section 134(3)(c) read with section
134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that: a.
in the preparation of the annual accounts for the financial year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; b. such accounting policies have been selected and applied
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at March 31,
2023 and of the profit of the Company for the year ended on that date; c. the proper and
sufficient care has been taken 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 annual
accounts of the Company have been prepared on a going concern basis; e. the internal
financial controls were in place and that such internal financial controls were adequate
and were operating effectively; and
f. the board has devised the proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Auditors and their Reports Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and rules made thereunder, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration No.101720W) were re-appointed as the Statutory Auditors of your Company at
36th Annual General
Meeting (AGM) held on September 29, 2022, for a further period of five
(5) consecutive years from conclusion of 36th AGM till the conclusion of the 41st AGM of
the Company on such remuneration as may be recommended by the Audit Committee and mutually
agreed between the Board of Directors and the Auditors plus out of pocket expenses as may
be incurred.
M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted
their Report on the financial statements of the Company for the financial year ended March
31, 2023, which forms part of the Annual Report 2022-23. There are no observations
(including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation or
comments from the Board of Directors of your Company.
Cost Auditor
The Board of Directors on the recommendation of Audit Committee has
re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as
Cost Auditor, to conduct audit of the cost accounting records of the Company for the
financial year ending on
March 31, 2024. As required under section 148 of the Companies Act,
2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal
& Co., Cost Accountants, forms part of the Notice convening the 37th Annual General
Meeting of the Company.
Pursuant to provisions of section 134 of the Companies Act, 2013 read
with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company
has made and maintained the cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013.
Secretarial Auditor
CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979),
was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the
Company for the financial year ended on
March 31, 2023 pursuant to section 204 of the Companies Act, 2013. The
Secretarial Audit Report submitted by him in the prescribed Form MR-3 is annexed to this
Report as Annexure - II.
Explanations to the observations made in secretarial audit report:
Observation:
Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 - The Company did not comply with Minimum Public Shareholding
("MPS") requirements as specified in Rule 19(2) and 19A of the Securities
Contract (Regulation) Rules, 1957.
Explanation:
Patanjali Ayurved Limited, one of the Promoters of the Company has sold
2,53,39,640 equity shares of the Company (representing 7% of the total issued and paid-up
equity share capital of the Company) on July 13, 2023 and July 14, 2023, undertaken in
accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/ CIR/2023/10
dated January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS)
of Shares through Stock Exchange Mechanism" issued by the Securities and Exchange
Board of India, through the separate designated window of BSE Limited and National Stock
Exchange of India Limited.
With the above mentioned sale of shares, the shareholding of the
Promoters and members of Promoter Group in the Company has reduced from 80.82% of the
paid-up equity share capital of the Company to 73.82% of the paid-up equity share capital
of the Company. Accordingly, the Company has become compliant with the minimum public
shareholding requirements, as mandated under rules 19(2)(b) and 19A of the Securities
Contracts (Regulation) Rules 1957, read with Regulation 38 of the Listing Regulations.
Observation:
Code of Conduct of SEBI (Prohibition of Insider Trading) Regulations,
2015 - Cases were found that designated persons have traded in securities of the Company
during the closure of trading window which were reported to the BSE Limited and National
Stock Exchange of India Limited and Securities and Exchange Board of
India ("SEBI") wherever required as envisaged under the
relevant circulars issued by SEBI.
Explanation:
The observation given by Secretarial Auditor is self explanatory.
CS Prashant Diwan, Practicing Company Secretary has been re- appointed
to conduct the secretarial audit of the Company for the year ending March 31, 2024.
Details in Respect of Frauds Reported by Auditors other than those
which are reportable to the Central Government
The Statutory Auditor, Cost Auditor and Secretarial Auditor of your
Company have not reported any frauds to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
Internal Financial Control System and their Adequacy
The internal control systems include documented policies, checks and
balances, guidelines and procedures, that are supplemented by robust internal audit
processes and monitored continuously through periodical reviews by management to provide
reasonable assurance that all assets are safeguarded and all transactions entered into by
Company are authorised, recorded and reported properly.
Internal control systems are integral to the Company's corporate
governance. The internal control systems and procedures are designed to assist in the
identification and management of risks, the procedure-led verification of all compliances
as well as an enhanced control consciousness.
The Board/Management are of the opinion that the Company has effective
internal financial control systems and policies and such controls are operating
effectively. The management is taking steps for further strengthening of internal
financial controls.
The Board/Management has reviewed the internal controls framework of
the Company with an objective to have a robust internal control framework commensurate
with the size, scale and nature of business of the Company. The management has initiated
steps to implement the robust internal control framework. This framework includes
entity-level policies, processes and Standard Operating Procedures (SOP).
The details relating to internal financial controls and their adequacy
are included in the Management Discussion and Analysis Report, which forms part of the
Annual Report 2022-23.
Change in Nature of Business
During the year under review, there has been no change in the nature of
the business of your Company except that the Company has acquired the food retail business
undertaking from Patanjali Ayurved Limited.
Material Changes and Commitments Affecting the Financial Position of
the Company
There have been no material changes and commitments affecting the
financial position of your Company which occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.
Risk Management
The Board of your Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan of the Company for identifying and
mitigating various risks. The
Committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The Company recognises that the emerging and identified risks
need to be managed and mitigated to (a) protect its shareholders' and other
stakeholders' interest; (b) achieve its business objectives; and (c) enable
sustainable growth.
The details of various risks that are being faced by the Company are
provided in the Management Discussion and Analysis Report, which forms part of this
Report.
Details of Policy Developed and Implemented on Corporate Social
Responsibility
In terms of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as amended, your Company has formed a Corporate
Social Responsibility ("CSR") Committee to approve activities to be undertaken,
expenditure to be incurred and to monitor the performance of the CSR activities undertaken
by the Company.
The policy on CSR as approved by the Board of Directors is also hosted
on the website of the Company and can be accessed from web link
http://www.patanjalifoods.com/policies/CSR_Policy.pdf.
During the year under review, the Company undertook CSR activities
through Patanjali Yogpeeth Trust ("the Trust"). A new Gurukulam was being set up
by the Trust at Haridwar, Uttarakhand to impart modern and ancient education. This
initiative will primarily focus on all round development of a person and to create a
happy, healthy and economically as well as financially robust society by providing free
education and necessities to the under privileged children belonging to the socially,
educationally and economically backward classes. Remote and tribal areas of Uttarakhand
and other states of India will be the key areas of focus. These activities are in
accordance with Schedule VII to the Act.
The Board of Directors and the CSR Committee review and monitor from
time to time the CSR activities being undertaken by the Company.
The annual report on CSR activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as amended from
time to time), is set out at Annexure - III to this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is annexed to this Report as Annexure - IV.
Change in Share Capital
The Company had come out with further public offer and allotted
6,61,53,846 equity shares of H 2 each at a premium of H 648 per share on April 05, 2022
aggregating to H 4,300 Crore.
The Company has also redeemed 2,70,77,460 0.0001% Cumulative Redeemable
Non-Convertible Preference Shares of H 100 each fully paid-up, amounting to H 270.77
crores out of proceeds of fresh issue of such shares.
As on date of report, consequent to allotment of equity shares and
redemption of preference shares the capital structure of the Company is as follows:
The paid-up equity share capital of your Company is H 7,239.90 lakhs
divided into 36,19,94,853 equity shares of H 2 each fully paid-up and preference share
capital of your Company is H 17,922.54 lakhs divided into 1,79,22,540 0.0001% Cumulative
Redeemable Non-Convertible Preference Shares of H 100 each fully paid up.
Annual Return of the Company
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on the financial year ended March 31, 2023 is placed on the
Company's website at http://www.patanjalifoods.com/ investors.php.
Secretarial Standards
Your Company has followed Secretarial Standards as issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
Corporate Governance and Management Discussion and Analysis Report
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance requirements as set out by
the Securities and Exchange Board of India ("SEBI"). Your Company has also
implemented several best governance practices.
Separate reports on Corporate Governance Compliance and Management
Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the
Listing Regulations forms part of the
Annual Report 2022-23 along with the requisite certificate issued by
Secretarial Auditors of your Company regarding compliance of the
conditions of Corporate Governance.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report (BRSR) for the
year ended March 31, 2023 as stipulated under Regulation 34 of the
Listing Regulations is annexed and forms part of the Annual Report
2022-23.
Particulars of Contracts or Arrangements with Related Parties
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Policy on Related Party Transactions.
The updated policy can be accessed on the Company's website at
http://www.patanjalifoods.com/policies/Policy_on_Materiality_of_
Related_Party_Transactions.pdf.
During the year under review, all related party transactions entered
into by the Company were approved by the Audit Committee and were at arm's length and
in the ordinary course of business. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's length basis.
During the year under review, your company has acquired food retail
business undertaking from Patanjali Ayurved Limited ("PAL"), a related party for
a consideration of H 690 Crores and entered into the transactions of sale or purchase of
goods, packing materials, rendering of services and other transactions with PAL. There was
no other contract or arrangement with related parties which could be considered material
according to the policy of your Company on
Materiality of Related Party Transactions. The disclosure of related
party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
attached with this Annual Report.
Details of related party transactions entered into by the Company in
terms of Ind AS-24 have been disclosed in Note No. 36 of the financial statements forming
part of this Annual Report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Risk Management Committee
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Corporate Governance section, which forms a
part of this Report. Further, during the year under review, all recommendations made by
the various committees have been accepted by the Board.
Vigil Mechanism/Whistle Blower Policy
Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in
terms of the provisions of Companies Act, 2013 and the
Listing Regulations, to provide a formal mechanism to the Directors and
employees of the Company to report their genuine concerns and grievances about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
Ethics. The policy provides adequate safeguards against victimisation of Directors and
employees who avail such mechanism and also provides for direct access to the Vigilance
Officer and the Chairman of Audit Committee.
The Audit Committee of the Board is entrusted with the responsibility
to oversee the vigil mechanism. During the year, no personnel were denied access to the
Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of
the Company at http:// www.patanjalifoods.com/policies/Whistle_Blower_Policy.pdf.
Disclosure Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. The aim of the policy is to provide protection to employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. All employees
(permanent, contractual, temporary, trainees) are covered under the
said policy.
Your company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
to redress complaints received, if any, on sexual harassment.
The following is the summary of complaints received and disposed off
during the FY 2022-23: No. of Complaints received : NIL
No. of Complaints resolved : NIL No. of Complaints pending for
resolution : NIL
Application/Proceeding pending under the Insolvency and Bankruptcy
Code, 2016 ("IBC")
During the year under review, no application was made under IBC by or
against your Company and no proceeding is pending under IBC by or against the Company.
Disclosure on borrowings
During the year under review (i) post allotment of equity shares in
further public offering, the Company has redeemed 4,500 - 9% Unsecured Non-Convertible
Cumulative Debentures of H 10,00,000/- each aggregating to H 450 Crores and repaid entire
amount of bank borrowing outstanding on that date; (ii) the Company has not entered into
any one time settlement with the banks or Financial Institutions who have extended loan or
credit facilities to the company.
Significant and Material Orders Passed by the Regulators or Courts or
Tribunals Impacting the Going Concern Status and Company's Operations in Future
There are no significant and material orders by any regulator, court,
tribunal impacting the going concern status of the Company and its operations in future.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions or events on these items
during the year under review: a. Receipt of any remuneration or commission from any of its
subsidiary companies by the Managing Director or Whole-time
Director of the Company.
b. During the year under review, the Company has not bought back any of
its securities / not issued any sweat equity shares / not provided any Stock Option Scheme
to its employees / not issued any equity shares with differential rights.
c. There was no revision of the previous year's financial
statements during the financial year under review.
Acknowledgement
The Directors take this opportunity to thank its investors,
shareholders, bankers, distributors, key partners, and other service providers for their
continued support. The Directors would like to convey their gratitude to Central
Government, State Governments and Company's Bankers for the assistance, co-operation
and encouragement they extended to the Company and look forward to their continued
support.
The Directors acknowledge the valuable assistance, support and guidance
given by the Securities and Exchange Board of India,
Reserve Bank of India, Ministry of Corporate Affairs, Registrar of
Companies, Stock Exchanges and Depositories.
The Directors wish to place on record their appreciation to employees
at all levels for their dedication and commitment.
For and on behalf of the Board of Directors of
Patanjali Foods Limited
(Formerly known as Ruchi Soya Industries Limited)
|
Acharya Balkrishna |
Place : Haridwar |
Chairman |
Date : August 11, 2023 |
DIN:01778007 |
|