Dear Members,
Your Board of Directors have pleasure in presenting the Thirty Eighth
(38th) Directors' Report together with the audited standalone financial
statements of the Company for the financial year ended March 31,2024.
Financial Performance
The summarised financial performance highlight is presented in the
table below:
(Rs in Lakhs)
Particulars |
Financial Year 2023-24 |
2022-23 |
Total Income (including other income) |
31,96,162.50 |
31,82,145.48 |
Less: Total expenses other than Finance Cost and Depreciation |
30,44,281.47 |
30,24,401.27 |
Profit before Depreciation, Finance Cost and Tax |
1,51,881.03 |
1,57,744.21 |
Less: Finance Cost |
18,989.87 |
23,885.08 |
Less: Depreciation, amortisation and impairment expenses |
26,882.64 |
15,963.00 |
Profit for the year before exceptional items and tax |
1,06,008.52 |
1,17,896.13 |
Profit for the year before tax |
1,06,008.52 |
1,17,896.13 |
Total Tax Expenses |
29,493.43 |
29,252.02 |
Net Profit for the year after tax (PAT) |
76,515.09 |
88,644.11 |
Add: Items that will not be reclassified to statement of
Profit & Loss |
1,031.83 |
(476.35) |
Add: Items that will be reclassified to statement of Profit
& Loss |
399.37 |
37.05 |
Total comprehensive income for the year |
77,946.29 |
88,204.81 |
State of Company's Affairs
Your company has achieved a total income of f 31,96,162.50 lakhs during
the year under review as against f 31,82,145.48 lakhs in the previous financial year. The
net profit after tax of the company for the year under review is f 76,515.09 lakhs as
against f 88,644.11 lakhs for the previous financial year. Decline in PAT is mainly due to
increase in employee cost, depreciation and other expenses.
The export of the company during the year under review was f 32,349.94
lakhs as compared to f 53,079.65 lakhs during the previous financial year. Exports
declined due to intense competition in the international market.
Future Outlook
The Company has demonstrated strong performance for yet another
financial year during FY 2023-24. The company has successfully accomplished its strategic
course that was charted out at the beginning of the year and have achieved significant
milestones.
Fulfilling its strategic intent to increase the FMCG orientation, the
company has increased the share of its Food & FMCG segment further in total revenue
from its operations to 30.1%. This is a significant achievement for the company since this
is achieved within two years of starting the 5-year target of 50:50 split between FMCG
& Edible Oils, back in FY 2021 -22 when the share of FMCG was only 6.8%.
The company has been actively working towards capitalising on the
Premiumisation wave across the FMCG sector and launched a slew of products in the last
year. This includes the range of millets-based cereals and branded dry fruits under
Nutrela Maxx Millets' and Nutrela Maxx Nuts' brand. The new range of
sports nutrition products under the revamped Nutrela Sports' and the health
range of millets-based Ragi and 7-Grain biscuits were also launched. The market has been
receiving the products very well. As part of the marketing and repositioning efforts, the
company also onboarded the celebrity cricketer MS Dhoni as a brand ambassador for its
flagship Mahakosh' and Sunrich' edible oil brands.
The success continues in the oil palm plantation operations. The
company has now increased its area under cultivation to 74,376 hectares across 10 Indian
States under its ambitious plan for contribution to edible security in the country,
benefitting over 50,000 farmers. The total allocated area with the company stands at 6.5
lakh hectares.
The Company will advance towards its goal of being one of the largest
FMCG players in India and globally. In medium to longer term, the company has set out
strategic initiatives for realising the said objective:
Marketing and branding initiatives: The company is determined to
expand the strength of its brands through numerous activities - including onboarding brand
ambassadors and increased media spends.
Distribution Expansion: The company is expeditiously building its
distribution reach across all the channels -
direct retail reach, Patanjali franchise stores, modern retail,
eCommerce, Quick Commerce, and exports.
Rapid expansion in plantation operations: The company continues to
rapidly expand its area under cultivation, and will increase its contribution to
self-sufficiency in edible oils for India.
Strategic increase in portfolio: Continuing the momentum of HPC
growth, the company will aim to increase its market share through consumer-centric
innovations and portfolio expansion.
Bolstering international presence: The company has already started
listing its products on global ecommerce websites and will continue to setup and enhance
its branded products' distribution in the international markets.
Despite the edible oil price volatilities in FY24, the Edible Oil
segment achieved significant volume growth compared to the previous year. In FY25, the
macro scenario looks more favourable with above normal monsoon expected to ease the food
inflation. Conversely, real GDP growth is progressing consistently due to macroeconomic
and financial stability. Domestic demand is increasing, supported by strong business
confidence that surpasses that of many other global economies. These favourable market
conditions are promising for the company's ongoing success and future growth.
Offer For Sale (OFS) by Promoters
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% 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.
Transfer to Reserves
During the year under review, no amount is proposed to be transferred
to reserves. For complete details on movement in reserves and surplus during the financial
year ended March 31,2024, please refer to the Statement of Changes in Equity included in
the financial statements.
Dividend
The Board of Directors, in its meeting held on March 13, 2024, has
declared Interim Dividend at the rate of 0.0001% on 1,79,22,540 - 0.0001% Cumulative
Redeemable NonConvertible Preference Shares of f 100/- (Rupee One Hundred only) each and f
6/- (Rupees Six only) per equity share being 300% of face value of f 2/- (Rupee Two only)
each for financial year ended March 31, 2024.
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 has, accordingly, made payment of the dividend
after deduction of tax at source.
The dividend recommended/paid 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 https://www.patanjalifoods.com/policies/ Dividend_Distribution_Policy.pdf in
terms of Regulation 43A of the Listing Regulations.
Further, Members are requested to note that, dividends if not encashed
for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed
Dividend Account of the Company, are liable to be transferred to the Investor Education
and Protection Fund ("IEPF") authority. The shares in respect of such
unpaid/unclaimed dividends are also liable to be transferred to the demat account of the
IEPF Authority. In view of this, Members are requested to claim their dividends from the
Company, within the stipulated timeline.
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
During the year under review, 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
("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.
However, after closure of the financial year, the Company has formed two wholly owned
subsidiary ("WOS") companies namely:
a. Contemporary Agro Private Limited
b. Rishikrishi Farming Private Limited 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, 2024, following is the composition of the Board of
Directors of the Company:
Sr. .. Name of Directors No. |
Category |
1. Shri Acharya Balkrishna |
Non-Executive - Non-Independent Director - Chairman |
2. Shri Swami Ramdev |
Non-Executive - Non-Independent Director |
3. Shri Ram Bharat |
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
There was no change in the Key Managerial Personnel of the Company
during the year under review.
As on March 31, 2024, your Company has following key managerial
personnel:
Name of Key Managerial No. 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 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
https://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 Six (6) 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 this Annual Report.
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 2023-24.
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, 2024, 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 judgements 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, 2024 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/W100355) 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
31,2024, which forms part of this Annual Report. 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 cost audit for the FY 2023-24 was undertaken by M/s. K.G. Goyal
& Co., Cost Accountants (Firm Registration No. 000017). Their report does not contain
any qualifications, reservations or adverse remarks and do not call for any further
explanations.
Further, 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 31,2025. 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 38th
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, 2024 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.
The Secretarial Auditor has reported the following observations which
are self-explanatory:
a) 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 during the period from 01.04.2023 to 14.07.
2023. The public shareholding was 19.18% instead of minimum 25%.
b) 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, 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.
CS Prashant Diwan, Practicing Company Secretary has been re-appointed
to conduct the secretarial audit of the Company for the year ending March 31,2025.
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 fraud 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 this
Annual Report.
Change in Nature of Business
During the year under review, there has been no change in the nature of
the business of your Company.
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 ESG &
CSR Committee ("ECC") 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
https://www.patanjalifoods.com/ policies/CSR_Policy.pdf
The CSR Project of the Company for the year 2023-24 has been
implemented by Patanjali Yogpeeth Trust registered under section 12A and 80G of the Income
Tax Act, 1961. It is also registered with the Ministry of Corporate Affairs vide
registration no. CSR00005364 for undertaking CSR activities.
The following three projects approved by the ESG & CSR Committee
and Board of Directors of the Company implemented by Patanjali Yogpeeth Trust:
Project 1 - Expansion of Patanjali Ayurved Hospital Project 2 -
Upgradation of Yoga Halls of the Trust
Project 3 - Establishing Kanya Gurukulam Education Project of the Trust
Apart from above projects the ESG & CSR Committee and Board of
Directors had also approved an amount of f 17.30 lakhs for construction of 200 meters
drain in Vetlapalem village near Company's Factory at Peddapuram.
These activities are in accordance with Schedule VII to the Act.
The Board of Directors and the ESG & 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.
Share Capital
The Company has redeemed 1,79,22,540 - 0.0001% Cumulative Redeemable
Non-Convertible Preference Shares of f 100/- (Rupee One Hundred only) each fully paid-up,
amounting to f 17,922.54 lakhs out of the profits of the Company.
As on date of report, consequent to redemption of preference shares the
capital structure of the Company is as follows:
The paid-up equity share capital of your Company is f 7,239.90 lakhs
divided into 36,19,94,853 equity shares of f 2/- (Rupee Two only) 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 31,2024 is placed on the Company's
website at https://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 this Annual Report 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, 2024 as stipulated under Regulation 34 of the Listing Regulations is
annexed and forms part of this Annual Report.
Employee Stock Option Plan (ESOP)
With a view to attract, retain, motivate and reward key employees of
the Company for their performance and to motivate them to contribute to the growth and
profitability of the Company, the Company has granted stock options to eligible employees
under the PFL Employee Stock Option Plan 2023 (ESOP Scheme).
There is no material change in the ESOP Scheme during the financial
year under review. The ESOP Scheme is in compliance with the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the
ESOP Scheme as required under the abovementioned SEBI Regulations are available on the
Company's website at www.patanjalifoods.com. The certificate of Secretarial Auditor
confirming compliance of the ESOP Scheme with the Act and abovementioned SEBI Regulations
is given in Annexure-V to this Report.
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 Materiality of Related Party Transactions and on
dealing with Related Party Transactions. The updated policy can be accessed on the
Company's website at https://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.
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
- ESG & CSR 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 Annual 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 https://www.patanjalifoods. com/policies/Whistle_Blower_Policy1.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 2023-24:
No. of Complaints received |
1 |
No. of Complaints resolved |
1 |
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 One Time Settlement
During the year under review, 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 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 |
|
Acharya Balkrishna |
Place : Haridwar |
Chairman |
Date : July 19, 2024 |
DIN:01778007 |