Dear Shareholders,
Your directors are pleased to present the 28th Annual Report on the affairs of the
Company together with the Audited Financial Statements (Standalone and Consolidated) of
Bikaji Foods International Limited (Bikaji or the Company or
your Company) for the financial year ended on March 31, 2023.
1. FINANCIAL PERFORMANCE:
The financial performance of the Company for the Financial Year 2022-23 and 2021-22 are
summarised below:
(H in Lakhs)
PARTICULARS |
Standalone |
Consolidated |
(2022-23) |
(2021-22) |
(2022-23) |
(2021-22) |
Revenue from Operations |
1,94,438.79 |
1,59,870.24 |
1,96,607.22 |
1,61,096.14 |
Other Income |
1,484.91 |
993.66 |
1,470.96 |
1,048.96 |
Total Income |
1,95,923.70 |
1,60,863.90 |
1,98,078.18 |
1,62,145.10 |
Total Expenditure excluding Finance Cost, Depreciation, Taxation
and Extraordinary Items |
1,73,603.73 |
1,45,695.71 |
1,75,248.04 |
1,47,141.64 |
Profit before Finance Cost, Depreciation, Taxation and
Extraordinary Items |
22,319.97 |
15,168.19 |
22,830.14 |
15,003.46 |
Depreciation & Amortisation |
4,183.85 |
3,666.76 |
4,705.78 |
3,833.11 |
Profit before Exceptional Items, Interest and Tax |
18,136.12 |
11,501.43 |
18,124.36 |
11,170.35 |
Finance Costs |
826.22 |
606.19 |
1,059.69 |
669.09 |
Profit before Exceptional items & Tax |
17,309.90 |
10,895.24 |
17,064.67 |
10,501.26 |
Add (Less): Exceptional Items |
- |
- |
- |
- |
Profit before Tax |
17,309.90 |
10,895.24 |
17,064.67 |
10,501.26 |
Tax Expense |
|
|
|
|
Current Tax |
5,063.99 |
2,757.29 |
5,063.99 |
2,757.29 |
Deferred Tax |
(635.17) |
141.61 |
(773.83) |
141.16 |
(Excess)/Short provision for tax pertaining to prior years |
114.14 |
- |
114.14 |
- |
Profit after Tax |
12,766.94 |
7,996.34 |
12,660.37 |
7,602.81 |
Earnings per Share (Basic) |
5.12 |
3.23 |
5.15 |
3.15 |
Earnings per Share (Diluted) |
5.11 |
3.23 |
5.14 |
3.15 |
2. RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
Your directors are pleased to present to you this first Annual Report of the Company
post successful Initial Public Offer and a strong support from all of you. This is surely
a milestone in our corporate strategy, and the Directors hereby place on record gratitude
to all the shareholders and other stakeholders for their overwhelming response to the
Company's IPO and for reiterating their faith in its long-term growth story. The Company
believes in the overall growth towards the healthy creation of stakeholders' value.
STANDLONE
Bikaji Foods International Limited is one of the fastest growing FMCG Company in India.
Bikaji always believes that the commitment towards playing a defining role in the
development of its stakeholders extends to uplifting the lives of the Marginalised
segments of the society, living in and around its areas of operation. During the financial
year 2022-23, the Standalone
Revenue from Operations for the FY 2022-23 was at Rs1,94,438.79 Lakhs which is 21.62%
higher than the previous year Standalone Revenue from Operations of Rs 1,59,870.24 Lakhs.
The Company has reported total income of RS.1,95,923.70 Lakhs for the current financial
year as compared to Rs 1,60,863.90 Lakhs in the previous financial year. The Net Profit
for the year under review amounted to Rs 12,766.94 Lakhs as compared to H7,996.34 Lakhs in
the previous financial year. The revenue from operations and profit of the Company is
increased due to enhanced geographical locations, reduction in oil price etc.
CONSOLIDATED
Pursuant to Section 129(3) of the Companies Act, 2013 (the Act) and
applicable regulations of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the
Consolidated Financial Statements of the Company and its subsidiaries are prepared in
accordance with the relevant Accounting
Standards specified under Section 133 of the Act and forms part of this Annual Report.
The Consolidated Revenue from Operations during the year for the FY 2022-23 was at
RS.1,96,607.22 Lakhs which is 22.04% higher than previous year Consolidated Revenue from
Operations of RS.1,61,096.14 Lakhs. The Company has reported total income of
RS.1,98,078.18 Lakhs for the current year as compared to RS.1,62,145.10 Lakhs in the
previous year. The profit after tax attributed for the FY 2022-23 was RS.12,660.37 Lakhs,
as against H7,602.81 Lakhs in the previous year. The revenue from operations and profit of
the Company is increased due to enhanced geographical locations, reduction in oil price
etc.
The detailed operational performance of your Company
hasbeencomprehensivelydiscussedintheManagement Discussion and Analysis Report.
The audited financial statements, including the consolidated financial statements and
related information of the Company and audited accounts of each of its subsidiaries are
available on the Company's website at https://www.bikaii.com/financials
MATERIAL EVENTS DURING THE YEAR
A. INITIAL PUBLIC OFFER (THE IPO)
A major highlight for the year under review was that the Company successfully came out
with an Initial Public Offer of equity shares of the company aggregating to H88,084.50
Lakhs. The issue was entirely offer for sale (OFS) of equity shares. The company had filed
Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India
(the SEBI) on February 22, 2022 in accordance with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The
Company filed the Prospectus on November 10, 2022. The issue was open for subscription
from November 03, 2022 to November 07, 2022. Pursuant to the IPO, 2,93,73,984 equity
shares were issued and allotted to the public at price of RS.300/- on November 11, 2022
under various Categories. The Company received listing and trading approvals from BSE
Limited (the BSE) and National Stock Exchange of India Ltd. (the
NSE) on November 15, 2022 and the equity shares were listed on BSE and NSE on
November 16, 2022. Your directors believes that the listing of the Company would provide
the right platform to take its brand(s) to greater heights, enhance visibility and provide
liquidity to the shareholders.
The Company's IPO received an overwhelming response and was oversubscribed by 26.67
times, reflecting an investor appetite for the issue. The Equity Shares of the Company
were listed with a substantial gain from its offer price. The market capitalization of the
Company has marked its presence under the list of
Top 500 Companies. As per the market capitalization list released by NSE and BSE, the
ranking of your Company stood at 345 and 348, respectively, as of March 31,2023.
We are gratified and humbled by the faith shown in the Company by the market
participants. We are also grateful to our customers for their trust shown in our
capabilities to consistently deliver high-quality services.
B. PRODUCTION LINKED INCENTIVE SCHEME
During the financial year 2021-22, the Company received approval under the
Production Linked Incentive Scheme - Category-I, Segment-Ready to Cook/Ready to
Eat'(PLI) Scheme introduced by Ministry of Food Processing Industries (MOFPI).
As part of the incentives, our Company from Fiscal 2021 to Fiscal 2023 has committed to
spend RS.21,596.90 Lakhs, the contract manufacturer has committed to spend RS.12,998.80
Lakhs and our Subsidiaries have committed to spend H9,278.20 Lakhs on plant and machinery,
associated infrastructure, technical civil work and as per the latest notification issued
by the MOFPI, the stipulated timeline for committed expenditure has been extended till
Fiscal 2024.
Further, during the financial year 2021-22, the Company received approval for incentive
in relation to branding and marketing expenditure of RS.1,297.00 Lakhs abroad from Fiscal
2022 to Fiscal 2026 under the Production Linked Incentive (PLI) Scheme to
incentivize our Company. The Company has committed to spend total amount of RS.45,170.80
Lakhs under the PLI Scheme. The maximum incentive to be received by our Company under the
Scheme will be RS.26,138.90 Lakhs.
On March 25, 2023 the company received the disbursement under the scheme amounting to
RS.1,984.00 Lakhs after it achieved targets set by government under the scheme.
C. AMALGAMATION
During the year under review, the Board of Directors of your Company (the
Board) in their meeting held on January 25, 2023 approved the scheme of amalgamation
of Hanuman Agrofood Private Limited, a Wholly Owned Subsidiary of the Company, with Bikaji
pursuant to the provisions of Section 230 to 232 and other applicable provisions of the
Act, the Securities and Contract Regulation Act, 1956, the Listing Regulations, circulars
and notifications issued by the Securities and Exchange Board of India (SEBI)
and other regulatory authorities, if any, for the amalgamation and subject to approval of
Shareholders, Creditors, Stock Exchanges, National Company Law Tribunal (the
NCLT) and any other applicable statutory authorities as may be required.
The Company filed the scheme of amalgamation with the NCLT on March 22, 2023. The
Company is expecting that the amalgamation will facilitate operational synergies and tax
benefits among other benefits. It is also expected that a single entity will result in
better centralised management and oversight, cost efficiencies and supporting the group's
competitive growth.
3. EXPORT INITIATIVES AND GROWTH POSSIBILITIES:
We are One of the leading exporter of Indian ethnic snacks and sweets besides other
savories from India with exports in 25 countries of North America, Asia Pacific, Middle
East, EU, Africa and UK regions. Exports contributed approximately 3.2% of the total sales
which were made predominantly in North America and Asia Pacific regions during Fiscal
2023.
We seek to increase our presence in our existing export markets as well as expand our
geographical footprint to access a more diversified customer base across various
geographies as part of our expansion strategy. We intend to explore and increase our
product penetration in select export markets, such as North America, Europe, the Middle
East, Africa and Asia Pacific. We have participated in various trade fairs and exhibitions
such as Gul food Dubai, Sial Paris and Summer Fancy food USA viewing a great opportunity
to build strong network and create Brand Awareness. We did our products listing in Walmart
Canada, Sobys Canada and LULU in Gulf Countries.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
During the year the Company has not transferred any amount to General Reserves and the
Board of Directors have decided to retain the entire profit of Rs.12,766.94 Lakhs in the
Statement of Profit and Loss.
5. DIVIDEND:
The purpose of the Dividend Distribution Policy is to ensure the right balance between
the quantum of Dividend paid and amount of profits retained in the business for various
purposes. Your Company has a Dividend Distribution Policy that balances the dual
objectives of rewarding shareholders through dividends, while also ensuring availability
of sufficient funds for growth of the Company.
Further, your directors are pleased to recommend final dividend for the financial year
2022-23 of T0.75 per equity share of face value of Rs.1 each in their meeting held on May
23, 2023 for a total amount of Rs.18,71,32,410 for consideration and approval of the
Members at the ensuing Annual General Meeting of the Company and shall be subject to
deduction of tax at source.
Further, pursuant to Regulation 43A of the Listing Regulations the dividend declared by
the Company is in accordance with the company's dividend distribution policy and there
were no changes in the parameters of dividend distribution policy of the Company.
The Company's Dividend Distribution Policy is provided in the Annexure -
1 forming part of this report and is also available on the Company's Website at https://www.bikaii.eom/qovernance#polides
6. ARTICLES OF ASSOCIATION:
During the financial year under review, your Company has altered its Articles of
Association. The Board of Directors in their meeting held on January 25, 2023 has adopted
a new set of Articles of Association (the AOA) of the Company comprising of
one part only i.e., Part I to give effect to resolution passed by Board of Directors and
shareholders on December 08, 2021 and December 30, 2021, respectively.
As per the said resolutions, Part II of the AOA shall automatically be terminated and
cease to have any force and effect from the date of listing of equity shares of the
Company pursuant to the Initial Public Offer and the provisions of Part I shall come to be
in effect and be in force, without any further corporate or other action, by the Company
or by its shareholders, from the date of listing of equity shares pursuant to the Offer.
For the period till listing, both the Articles of Association i.e. Part I & Part II
co-existed and were applicable to the Company and post listing Part II automatically stood
terminated and now only Part I is operative. As the Company got listed on BSE Limited and
National Stock Exchange of India Ltd. on November 16, 2022, the Part II of the AOA was
terminated.
Further, the Board of Directors in their meeting held on May 23, 2023 have recommended
for consideration and approval of the Members at the ensuing Annual General Meeting, the
further amendments in the Articles of Association regarding few clauses.
If the amendments in the Articles of Association are adopted by the Members at the
ensuing Annual General Meeting, it will conform the requirements and directions as
provided by the Act, Stock Exchanges and any other law for the time being in force.
7. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENTS:
The constitution of the Board of Directors of the Company is in accordance with Section
149 of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced Board,
comprising of optimum combination of Executive and Non-Executive Directors with at least 1
(One) Woman Independent Director and not less than 50% of the Board of Directors comprise
of Independent Directors.
The appointment of new Directors is recommended by the Nomination and Remuneration
Committee ("NRC) on the basis of requisite skills, proficiency, experience and
competencies as identified and finalised by the Board considering the industry and sector
in which the Company operates. The Board, on the recommendation of the NRC, independently
evaluates and if found suitable, confirms an appointment to the Board. The appointments
are based on the merits of the candidate and due regard is given to diversity including
factors like gender, age, cultural, educational & geographical background, ethnicity,
etc.
As at March 31,2023, Bikaji's Board consists of 9 (Nine) Directors including 3 (Three)
Executive Directors, 1 (One) Non-Executive Director and 5 (Five) Independent Directors
(including one Independent Woman Director).
In the opinion of the Board, the Independent Directors appointed are persons of high
repute, integrity and possesses the relevant expertise and experience in the respective
fields.
None of the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as director of the Company by the SEBI, Ministry of
Corporate Affairs or any other statutory authority and same forms part of Corporate
Governance Report.
RE-APPOINTMENT:
Mr. Sachin Kumar Bhartiya (DIN: 02122147), Non- Executive and Non-Independent Director
has been associated with the Company since April 11, 2014. Pursuant to the provisions of
the Articles of Association of the Company and based on the recommendation made by the
Nomination and Remuneration Committee and the Board of Directors in their meeting held on
January 25, 2023, the members of the Company through Postal Ballot, approved the
re-appointment of Mr. Sachin Kumar Bhartiya (DIN: 02122147) as a Non- Executive and
Non-Independent Director with effect from January 25, 2023.
Mr. Deepak Agarwal (DIN: 00192890), Managing Director of the Company will be
successfully completing his tenure as a Managing Director of the Company on January 31,
2024. He was appointed as Whole-Time Director of the Company w.e.f. February 01, 2021 and
was re-designated as Managing Director w.e.f. September 01, 2021. Pursuant to the
provisions of the Act, Articles of Association of the Company, performance evaluation and
based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company in their meeting held on May 23, 2023 approved the reappointment
of Mr. Deepak Agarwal as a Managing Director for a further period of 3 (Three) years
effective from February 01, 2024 to January 31, 2027 subject to the approval of the
Members of the Company by special resolution at the ensuing Annual General Meeting.
Mrs. Shweta Agarwal (DIN: 00619052), Whole- Time Director of the Company will be
successfully completing her tenure as a Whole-Time Director of the Company on January 31,
2024. She was appointed as Whole-Time Director of the Company w.e.f. February 01, 2021.
Pursuantto the provisions of the Act, Articles of Association of the Company, performance
evaluation and based on the recommendation of the Nomination and Remuneration Committee,
the Board of Directors of the Company in their meeting held on May 23, 2023 approved the
re-appointment of Mrs. Shweta Agarwal as a Whole-Time Director for a further period of 3
(Three) years effective from February 01, 2024 to January 31, 2027 subject to the approval
of the Members of the Company by special resolution at the ensuing Annual General Meeting.
DIRECTORS, RETIRING BY ROTATION:
Pursuant to the provisions of Section 152(6) of the Act read with the rules made
thereunder and as per the Articles of Association of the Company, Mr. Shiv Ratan Agarwal
(DIN: 00192929), Chairman and Executive Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible has
offered himself for re-appointment. The Board has recommended his re- election at the
ensuing Annual General Meeting.
A brief resume of the directors being appointed/ re-appointed, the nature of expertise
in specific functional areas, names of companies in which they hold directorships,
committee memberships/ chairmanships, their shareholding in the Company, etc., have been
furnished in the explanatory statement to the notice of the ensuing Annual General Meeting
of the Company.
Mr. Deepak Agarwal was liable to retire by rotation in previous Annual General Meeting
held on September 30, 2022. Subsequently, the members of the Company approved the
re-appointment of Mr. Deepak Agarwal.
CESSATION:
During the year 2022-23:
Ms. Nidhi Ghuman, Non- Executive and Non- Independent Director resigned w.e.f.
January 25, 2023.
Mr. Anshuman Goenka, Non- Executive and Non- Independent Director resigned
w.e.f. June 06, 2022.
The profile of Directors is available on the website of the Company at https://www.bikaii.eom/qovernance#board
KEY MANAGERIAL PERSONNEL:
During the year under review, there were following changes in the Key Managerial
Personnel (KMP) of the Company.
Mr. Manoj Verma, Chief Operating Officer of the Company was appointed as KMP of
the Company with effect from September 03, 2022.
Mr. Shambhu Dayal Gupta, President - Corporate affairs and Finance was appointed
as KMP of the Company with effect from September 03, 2022.
Mr. Rahul Joshi, Head- Legal and Compliance was appointed as KMP of the Company
with effect from September 03, 2022 and was re-designated as Head- Legal and Company
Secretary with effect from December 08, 2022.
Ms. Divya Navani, Company Secretary and Compliance Officer ceased to be KMP of
the Company with effect from December 07, 2022.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 7 (seven) times during the year under review. The details of board
meetings and the attendance of the Directors are provided in the Corporate Governance
Report, forming part of this Annual Report.
COMMITTEES OF BOARD:
During the year under review, with a view to comply with the Listing Regulations and
with an objective to further strengthen the governance standards, the Board had
re-constituted certain existing Committees to bring more independence.
Further during the year, the Board of Directors in their meeting held on June 07, 2022
has constituted a Committee of Board of Directors titled as Banking and Finance
Committee and adopted the terms of reference of the said Committee.
In statutory Board Committees majority members comprises of Independent Directors. All
these committees have been established as a part of the good corporate governance
practices. There have been no instances where the Board has not accepted any
recommendation of the committees.
Details of various Committees constituted by the Board, including their composition,
terms of reference, meetings and their attendance thereat etc., mandated pursuant to the
applicable provisions of the Act and the Listing Regulations, are given in the Corporate
Governance Report, forming part of this Annual Report.
INDEPENDENT DIRECTORS' MEETING:
During the year under review, the Independent Directors met on January 25, 2023 without
the attendance of Non-Independent Directors and members of the management inter alia, to
discuss:
Review the performance of Non-Independent Directors and the Board as a whole.
Review the performance of the Chairman of the Company taking into account the
views of the Executive and Non-Executive Directors.
Assess the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
8. DECLARATION FROM INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received
individual declarations from every Independent Director under Section 149(6) of the Act
and regulation 16(1 )(b) the Listing Regulations confirming that that they meet the
criteria of independence as prescribed under the Act and the Listing Regulations and are
not disqualified from continuing as Independent Directors and that they have registered
themselves as an Independent Director in the data bank maintained with the Indian
Institute of Corporate Affairs.
The Independent Directors of the Company have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act. Based on the declarations received from
the Independent Directors, the Board of Directors recorded its opinion that all the
Independent Directors are independent of the management and have fulfilled the conditions
as specified under the governing provisions of the Act read with the rules made thereunder
and the Listing Regulations.
The details of the familiarisation programmes imparted to the Independent Directors are
covered in the Corporate Governance Report forming part of this Annual Report.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule
8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business
carried on by the Company during the financial year 2022-23 and the Company continues to
carry on its existing business.
10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the year under review, there were no material changes and commitments affecting
the financial position of the Company which occurred between the end of the financial year
to which this financial statement relates and the date of this Report. As such, no
specific details are required to be given or provided.
11. SHARE CAPITAL:
As on March 31, 2023, the Authorised Share Capital of the Company is RS.30,00,00,000/-
(Rupees Thirty Crores Only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of
RS.1/- each and Issued, Subscribed and Paid-up capital is RS.24,95,09,880 /- (Rupees
Twenty- Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred Eighty Only) divided into
24,95,09,880 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand Eight Hundred Eighty)
Equity Shares of face value of RS.1/- each.
The Company has not issued any equity shares with differential rights, sweat equity
shares or bonus shares. The Company has only one class of equity shares with face value of
RS.1/- each, ranking pari passu.
12. PARTICULARS OF EMPLOYEE STOCK OPTION SCHEME:
Employees' Stock Options represent a reward system based on overall performance of the
individual employee and the Company. The Company has framed Bikaji Employees Stock Option
Scheme 2021 - Scheme I (Scheme I) and Bikaji Employees Stock Option Scheme
2021 - Scheme II (Scheme II) (collectively, the ESOP Schemes)
pursuant to the approval of the Board of Directors and members of the Company in their
meeting held on September 02, 2021 and October 22, 2021, respectively, with a view to
attracting and retaining the best talent, encouraging employees to align individual
performance with Company's objectives, and promoting increased participation by them in
the growth of the Company.
Scheme-I has 45,00,000 (Forty-Five Lakhs) options convertible into equity shares and
Scheme-II has 5,00,000 (Five Lakhs) options convertible into equity shares. Further, to
align ESOP Schemes with the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (the SEBI SBEB & SE
Regulations), based on the recommendation made by the Nomination and Remuneration
Committee and the Board of Directors in their meeting held on January 25, 2023, the
members of the Company through Postal Ballot, approved the ratification of ESOP Schemes.
Also in compliance with Regulation 28 of the Listing Regulations, the Company has
received the InPrincipal approval from National Stock Exchange of India Ltd.
and BSE Limited dated April 18, 2023 and April 19, 2023, respectively, for issuing
securities under the ESOP Schemes.
Summary of Scheme-I and Scheme-II as on March 31, 2023 is as under:
S. No. Particulars |
Scheme-I |
Scheme-II |
1 Total Option that can be granted |
45,00,000 |
5,00,000 |
2 Options granted |
8,45,500 |
2,05,050 |
3 Options lapsed |
50,260 |
49,550 |
4 Options exercised |
- |
- |
5 Options outstanding |
7,95,240 |
1,55,500 |
Disclosure with respect to Compliance to Section 62 of the Act read with rule 12 (9) of
the Companies (Share Capital and Debentures) Rules, 2014 is provided in the Annexure
2.
The disclosures as required under Regulation 14 of the SEBI SBEB & SE Regulations
have been placed on the website of the Company: https://www.bikaji.com/.
13. SHARE TRANSFER SYSTEM AND
DEMATERIALISATION OF SHARES AND LIQUIDITY:
As on March 31, 2023 - 24,95,09,878 (Twenty-Four Crore Ninety-Five Lakh Nine Thousand
Eight Hundred Seventy-Eight) equity shares of the Company i.e. 99.99% of the total equity
shares were held in dematerialised form and 2 (Two) equity shares were held in physical
form by 1 (One) Member of the Company.
The International Securities Identification Number (ISIN') allotted to the
Company's shares under the Depository System is INE00E101023. Bikaji has entered into
agreement with both the Depositories i.e., National Securities Depository Limited and
Central Depository Services (India) Limited. Shareholders can open their accounts with any
of the Depository Participant registered with the above-mentioned depositories.
The equity shares of the Company are frequently traded at BSE Limited and National
Stock Exchange of India Ltd.
The detailed information is covered in the Corporate Governance Report forming part of
this Annual Report.
14. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the
Listing Regulations, the Company has adopted Whistle Blower Policy' for Directors
and employees to deal with the cases of unethical behavior in all its business activities,
fraud, mismanagement and violation of Code of Conduct of the Company.
The same is detailed in the Corporate Governance Report forming part of this Annual
Report.
The Policy is madeavailableon the websiteof theCompany at https://www.bikaii.eom/qovernance#polides.
15. CODE OF CONDUCT:
To comply with the requirements of Regulation 17(5) of the Listing Regulation, the
Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel
(the Code).
All Board members and senior management personnel have confirmed compliance with the
Code for the year 2022-23. A declaration signed by the Managing Director of the Company to
this effect is placed at the end of this report.
The code requires directors and employees to act honestly, fairly, ethically and with
integrity, conduct themselves in professional, courteous and respectful manner. The code
is displayed on the Company's website https://www.bikaii.eom/qovernance#policies.
16. DETAILS OF 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 passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
17. DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31, 2023, the Company has 4 (Four) subsidiaries including 2 (Two) Wholly
Owned Subsidiaries. During the year, the Board of Directors reviewed the affairs of its
subsidiaries including Wholly Owned Subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013, the consolidated financial statements of the Company, incorporating
financials of all its subsidiaries which forms part of this Annual Report, have been
prepared. The details of which are as follows:
Petunt Food Processors Private Limited (PFPPL): Your Company holds 51.22 % equity
stake in the PFPPL. It processing, preparing, preserving, refining, buying, selling,
packing, re-packing, labeling, sorting, grading directly or sub-contracting in all type of
food and food related products.
Vindhyawasini Sales Private Limited (VSPL): During the financial year 2022-23, your
Company acquired 100% equity stake i.e.7,66,860 equity shares having face value of Rs.10
each of VSPL by way of the share purchase agreement dated April 1, 2022 as a part of
business strategy to expand your Company's growth and to widen its geographical footprint
in the Bihar market. VSPL is currently engaged in the business of stockiest ship,
distribution ship, marketing of FMCG Items, foods and beverages items etc. and to do the
business of agency and manufacturer's representative to undertake to sell or purchase or
keep in deposit (other than money) or under any other terms, goods, articles, merchandise
or properties of any kind and dispose off the same according to the directions of the
customer and according to the usage of the trade.
Bikaji Maa Vindhyawasini Sales Private Limited (BMVSPL): During the financial year
2022-23, your Company has incorporated a new subsidiary in the name of Bikaji Maa
Vindhyawasini Sales Private Limited on June 24, 2022, in which Bikaji Foods International
Limited subscribed 51% i.e. 5,100 equity shares of face value of Rs.10 each. BMVSPL will
carry on business of Wholesale Traders, sellers, distributors, stockiest, CNF agent,
commission agents, importers & exporters of all types & kinds of snacks, namkeen,
bread, biscuits, bakery products, confectionery and other foods products. Your directors
expect a substantial growth in terms of sales in due course in the state of Bihar and
eastern India.
Hanuman Agrofood Private Limited (HAPL): During the financial year 2022-23, your
Company has acquired 28,13,050 equity shares i.e., 99.65% of total equity of HAPL by way
of conversion of Compulsorily Convertible Cumulative Preference Shares on January 01,2023.
On January 25, 2023 your Company further acquired remaining 10,000 equity shares i.e.,
0.35% of total equity of HAPL. Further, on January 25,2023 your Company has approved the
scheme of Amalgamation between Bikaji Foods International Limited and HAPL. The Scheme was
filled with National Company Law Tribunal (NCLT), Jaipur Bench on March 22, 2023. HAPL is
engaged in the business of manufacturing of snack foods including job work basis for its
customers.
In accordance with Section 136 of the Act, the audited financial statements, including
the consolidated financial statements along with related information of the Company and
audited accounts of each of its subsidiaries, are available on Company's website at https://www.bikaii.com/financials.
Your Company does not have any associate or Joint Venture.
Pursuant to the provisions of Section 129(3) of the Act, a statement in AOC-1
containing salient features of the financial statement of the subsidiary/Associates/Joint
Ventures is annexed as Annexure 3. The particulars of the financial
performance of the said subsidiaries are provided as part of the consolidated financial
statement and hence not repeated herein for the sake of brevity.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is
presented in a separate section forming part of this Annual Report.
19. DEPOSITS:
The Company has neither accepted nor renewed any Deposits mentioned under section 73 of
the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting
period.
20. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, your Company has complied with the Secretarial Standard
on Meetings of the Board of Directors (SS-1) and on General Meetings
(SS-2) as issued and amended from time to time by the Institute of Company
Secretaries of India (ICSI) in terms of Section 118(10) of the Act.
21. ANNUAL RETURN:
In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the
Act, the annual return as on March 31, 2023 is uploaded on the website of the Company and
is available at https://www.bikaii.com/ others
22. REMUNERATION POLICY:
To comply with the provisions of Section 178 of the Act and Rules made thereunder and
Regulation 19 of the Listing Regulations, the Company has a remuneration Policy for
Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the
Company. The Policy includes, inter-alia, the criteria for appointment and remuneration of
Directors, KMPs, Senior Management and other employees of the Company.
The remuneration is decided after considering various factors such as qualification,
experience, performance, responsibilities shouldered, industry standards as well as
financial position of the Company. The salient features of the Nomination and Remuneration
Policy are stated in the Report on Corporate Governance, which forms part of the Annual
Report. The said policy can be accessed through Company's website from the following web
link: https://www.bikaii.com/ qovernance#policies
23. CORPORATE GOVERNANCE REPORT:
Your Company is committed to good corporate governance practices. A separate report on
Corporate Governance in compliance with the provisions of Regulation 34 of the Listing
Regulations read with Para C of Schedule V of the said regulations, along with a
certificate received from M/s. V.M. & Associates, Company Secretaries confirming that
the Company is and has been compliant with the conditions stipulated under the Listing
Regulations forms part of the Annual Report.
24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
At Bikaji, fulfilment of environmental, social and governance responsibility is an
integral part of the way the Company conducts its business. The Company has provided
Business Responsibility and Sustainability Report (the BRSR) pursuant to
Regulation 34(2)(f) of the Listing Regulations for the financial year ended on March
31,2023, which forms part of this Annual Report.
The same is in line with the SEBI requirement based on the National Voluntary
Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business'
notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the
amendment to Listing Regulations in May 2021. Your Company reported its performance for
Financial Year 2022-23 as per the BRSR framework, describing initiatives taken from an
environmental, social and governance perspective. Your Company's Business Performance and
Impacts are disclosed based on the 9 Principles as mentioned in the NVGs.
25. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
A policy approved by the Nomination and Remuneration Committee and adopted by the Board
is practiced by the Company for determining qualification, positive attributes and
independence of a director as well as for remuneration of Directors, as per the details
set out in the Corporate Governance Report. The policy has been uploaded on the website of
the Company and the web link of the same is: https://www.bikaii.com/
qovernance#policies
The Nomination and Remuneration policy of the Company lays down the criteria of
appointment and remuneration of Directors including criteria for determining
qualification, positive attributes, independence of Directors, criteria for performance
evaluation of Executive and Non-executive Directors (including Independent Directors) and
other matters as prescribed under the provisions of the Act and the Listing Regulations.
The details of evaluation process of the Board, its committees and individual directors,
including independent directors have been provided under the Corporate Governance Report
forming part of this Annual Report.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors of the Company to the
best of their knowledge and belief and according to the information and explanations
obtained by them, confirms that-
(a) In the preparation of the annual accounts for the financial year ended on March 31,
2023, the applicable accounting standards had been followed along with proper explanation
with no material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit
and loss of your Company for the financial year ended on March 31,2023;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts forthe financial year ended on March
31, 2023 on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. STATUTORY AUDITORS AND THEIR REPORT:
M/s M Surana & Company, Chartered Accountants (Firm Registration No.: 015312C), and
M/s M S K A & Associates, Chartered Accountants (Firm Registration No.: 105047W) were
appointed as the Joint Statutory Auditors of the Company with your approval for conducting
the audit, vide the ordinary resolution passed at the 24th Annual General Meeting held on
September 30,2019, to hold office for five-years tenure from the year 2019-20 up to the
year 2023-24 until the conclusion of the 29th Annual General Meeting to be held in the
calendaryear 2024, at such remuneration as fixed by the Board of Directors of the Company.
They have audited the financial statements of the Company for the year under review.
Auditors determines that the Company is providing a fair and accurate representation of
its financial position by examining financial transactions. They report to the
shareholders and other stakeholders on the financial statements of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the
Joint Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
During the year under review, no instance of fraud was reported by the Joint Statutory
Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134 (3) of the Act.
The notes on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualification, reservation or adverse remark. The Auditors in their report for
the financial year 2022-23 have given unmodified opinion.
28. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuanttothe provisions ofSection 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the Listing
Regulations, your Board has appointed M/s. S.K. Joshi & Associates, Company
Secretaries (Firm Registration No.: P2008RJ064900) as the Secretarial Auditor to conduct
the Secretarial Audit of the Company forthe financial year 2022-23.
The Board in its meeting dated May 23, 2023 has re-appointed M/s. S.K. Joshi &
Associates, Company Secretaries as Secretarial Auditor of the Company to carry out
Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report is issued in Form MR-3 by M/s. S.K. Joshi &
Associates, Company Secretaries, in respect of the Secretarial Audit of the Company forthe
financial year ended on March 31,2023. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark except Composition of the Nomination and
Remuneration Committee (the NRC) under regulation 19(1) of the Listing
Regulations from the date of Listing of equity shares of the Company i.e., November 16,
2022 to December 24, 2022.
During the year under review, no instance of fraud was reported by the Secretarial
Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134 (3) of the Act.
The Non-Compliance of Regulation 19(1) of the Listing Regulations was rectified by
resignation of Ms. Nidhi Ghuman, Non-Executive and Non- Independent Director, from the NRC
w.e.f. December 25, 2022. Further, the NRC was reconstituted by the Board at its meeting
held on January 25, 2023 comprising 5 (Five) Independent Directors.
The Secretarial Audit Report issued in form MR-3 is annexed as Annexure-4.
29. INTERNAL AUDITORS:
In accordance with the provisions of section 138 of the Act and rules made thereunder
and applicable regulations of the Listing Regulations, the Board of Directors of the
Company had appointed M/s SSVA & Co., Chartered Accountants, Delhi (Firm Registration
No. 022884N) as Internal Auditors of the Company. The Audit Committee of the Board of
Directors, Statutory Auditors and the Management were periodically apprised the Internal
Audit findings. The Company continued to implement their suggestions and recommendations
to improve the same.
During the year under review, no instance of fraud was reported by the Internal Auditor
of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134 (3) of the Act.
M/s SSVA & Co., Chartered Accountants, Internal Auditor of the Company will also
carry out Internal Audit of the Company for the financial year 2023-24.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted the Corporate Social Responsibility Committee in accordance
with Section 135 of the Act, the details of which have been provided in the Corporate
Governance Report forming part of the Annual Report.
The Annual Report on CSR activities as required to be given under the Act read with
Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been
provided in Annexure-5. The Company has adopted its Corporate Social
Responsibility Policy (the CSR Policy) in line with the provisions of the Act.
The CSR Policy deals with objectives, scope/areas of CSR activities, implementation and
monitoring of CSR activities, CSR budget, reporting, disclosures etc. The CSR policy is
available on the website of the Company at https://www.bikaii.eom/qovernance#polides
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to the provisions of section 186 of the Act, particulars of Loans and
Guarantees given and Investments made are provided in Financial Statements read together
with notes annexed thereto and forms an integral part of the financial statements.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Bikaji has historically adopted the practice of undertaking related party transactions
only in the ordinary course of business and at arm's length basis as part of its
philosophy of adhering to highest ethical standards, transparency and accountability.
The Company has formulated a policy titled as Policy on dealing with related party
transactions. The Policy aims to avoid any potential or actual conflict of interest
between the Company and the stakeholders. The Policy on Related Party Transactions is
available on the website of the Company at https://www.bikaii.com/ qovernance#policies
Pursuant to the provisions of section 188 of the Act read with rules made thereunder
and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into
by your Company with related parties during the Financial Year 2022-23 were in the
ordinary courses of business and at arm's length basis.
Requisite prior approval of the Audit Committee was obtained in the meeting for related
party transactions entered into during financial year 2022-23 and the same was also placed
before the Board for seeking their approval. Your Company has not entered into any
transactions with related parties which could be considered material in terms of Section
188 of the Act. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014, in Form AOC-2, is not applicable on the Company.
For the financial year 2023-24, the Board and the Audit Committee in their meeting held
on January 25, 2023 had granted omnibus approval for the transactions that are in the
ordinary course of the business and repetitive in nature. All related party transactions
are placed before the Audit Committee on a quarterly basis.
Disclosures, as required under Indian Accounting Standards- 24, have been made in the
Note No. 36 of the Financial Statements forming part of Annual Report.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure
6
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards discrimination and harassments including sexual
harassment and always strives to create and provide a healthy environment in the
workplace(s). The Company has a Policy for prevention of Sexual Harassment at the
Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (the POSH Act). The policy
is also available on the website of the Company at https://www.bikaii.com/
qovernance#policies
Pursuant to clause 4 sub clause 2 sub clause III of the POSH Act, the Company has set
up an Internal Complaints Committee.
During the year under review, the Company has not received any
complaintpertainingtosexual harassment.
35. QUALITY PROCESSES:
Your Company continued its efforts at improving quality of its products to ensure
delivery of superior, safe and compliant products to its consumers. You would be happy to
know that manufacturing units of your Company are certified by an accredited third party
in accordance with ISO 22000:2018 standard and operate in compliance with stringent food
safety and quality standards.
Your Company continued the journey to excel in food safety and quality delivery to
provide delightful, safe and compliant products to consumers in every pack. The Company
has developed sustainable systems and processes for ensuring the highest standards of food
safety and hygiene.
A dedicated Quality Assurance team handles the process change management,
implementation and its adherence across the organisation. Quality assurance team monitors
quality and productivity improvements through periodic checking of incoming raw material
along with in-process and final products as well as random checking of products from
market. Quality module in the ERP has been implemented for the incoming raw material to
make quality checks more transparent and propagate the results to all the interested
parties.
The quality and food safety commitment of the organization is also demonstrated by
conducting periodic internal as well as external audits of the manufacturing facilities
and the governing management systems under the criteria of international standards like
FSMS, BRCGS, QMS etc. It also adheres to all applicable rules and regulations regarding
the manufacture, storage, distribution of products and labelling information - under Food
Safety and Standards - for all its food products, including legal metrology.
Your Company adheres to international quality standard certifications such as ISO
22000, BRCG, APEDA, EIC and HALAL.
36. BRAND VISIBILITY:
Bikaji offers a diverse product portfolio with the optimum mix of good quality and
competitive pricing for our customers, with categories ranging from ethnic (Bhujia,
namkeen, sweets, papad etc.) to western snacks. We believe that these qualities have
enabled us to develop strong brand recognition and consumer loyalty in our key markets in
India and abroad.
Our marketing investments and the national media has supported in enhancing brand
awareness and helps in getting the acceptance amongst the trade and consumers.
We launched Mr. Amitabh Bachchan as our brand ambassador with a view to strengthen our
brand equity across the country and bolster our distributors' confidence. It helped us
moving into newer territories with trade faith coming in as well. We also plan on
launching targeted regional campaigns for the focus markets in the coming year for brand
recall and awareness for the new products. Additionally, we are focusing strongly on
category expansion for international markets with more digital push. During financial year
2022-23, we increased digital presence with focus on social media and various engaging
marketing campaigns via OTT platforms, and so on. We also created vernacular ads to better
engage with the target audience, resulting in maximised outcome. Additionally, our
commercials with Mr. Bachchan have a tonality that connects well with the younger audience
too. While Bikaji has been active on the traditional media front like TV, Print, Radio
etc., with the world going digital and tech savvy, we are also actively present on all the
social media platforms like Instagram, Facebook, YouTube, Linkedln for active customer
engagement. Our topical customer led contests and brand collaborations with influencers
have performed well for us and movie tie-ups are also giving us a good engagement on
digital media.
37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company has a workforce of 2,302 (Two Thousand Three Hundred Two) employees as on
March 31,2023 with a mix of people from different social, economic and geographic
backgrounds. The Company always believes that its growth is closely linked with the growth
and overall development of its employees. The Company is committed to upgrade the skill of
its employees and to create an environment where excellence is recognised and rewarded.
The target is to place right people at right position and to enhance the efficiency,
working speed, competency and time management skill of its employees. The Company has
maintained healthy, cordial and harmonious industrial relations at all levels through
proactive employee relations, development initiatives, gender diversity and community
development.
Your Company follows a policy of building strong team of talented professionals. Your
Company continues to build on its human resource capabilities by hiring the right talent,
who support different functions and takes effective steps to retain the talent. People
remain the most valuable asset of your Company, it has built an open, transparent and
meritocratic culture to nurture this asset.
Human Resources engaged employees are critical to the success of the Company. As an
organization, the Company strongly believes that Human Resources are the principal drivers
of Growth. They push the levers that take futuristic businesses to the next level of
excellence and achievement. We believe that our 5Ps - People, Policy, Process, Performance
and Productivity are our business drivers for Growth & Consumer delight.
Bikaji Employees Stock Option Scheme 2021 - Scheme I and Bikaji Employees Stock Option
Scheme 2021 - Scheme II will help to retain talents in the organization as the Company
views Stock Options as instrument that would enable to the employees to get share in the
value that create for the Company and align individuals objectives with the objectives of
the Company.
The Company's endeavor is to create an environment where people can use all of their
capabilities in promoting the business of the Company.
38. CREDIT RATING:
During the financial year 2022-23, on the basis of recent development and including
operational and financial performance of the Company, International Credit Rating Agency
(ICRA), Credit Rating Agency has given rating on February 28, 2023 as follows:
Facilities |
Rating |
Long term Rating |
[ICRAjAA- (Stable) |
Shortterm Rating |
[ICRA] AA- (Stable)/A1 + |
Prior to that, Brickwork Rating India Pvt. Ltd. has given rating on May 12, 2022 as
follows:
Facilities |
Rating |
Long term Rating |
BWR AA- (Stable) |
Shortterm Rating |
BWR A1 + |
39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information and disclosures pertaining to remuneration and other details of
employees, Directors and Key Managerial Personnel as required under section 197 of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (the MR Rules) is annexed herewith as Annexure 7 forming
integral part of this report.
40. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:
Your Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. Review of the internal financial controls
environment of the Company was undertaken during the year under review which covered
verification of entity level control, process level controls and IT controls, review of
key business processes and analysis of risk control matrices, etc. During the period under
review, effectiveness of internal financial controls was evaluated. In addition, the
policies and procedures have been designed to ensure the safeguarding of the Company's
assets; the prevention and detection of frauds and errors; the accuracy and completeness
of the accounting records; and the timely preparation of reliable financial information.
Your Company's internal control systems are supplemented by an extensive program of
internal audit by an independent firm of Chartered Accountants. Internal audits are
conducted at regular intervals and a summary of the observations and recommendations of
such audit along with management reply are placed before the Audit Committee of the Board.
Your Company's system and process relating to internal controls and procedures for
financial reporting provide a reasonable assurance to the Statutory Auditors regarding the
reliability of financial reporting and the preparation of financial statements in
accordance with applicable Indian Accounting Standards, the Act read with the rules made
thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines,
etc.
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report, forming part of this Annual Report.
41. ENVIRONMENT AND SAFETY:
We aim to comply with applicable health and safety regulations and other requirements
in our operations and have adopted a health and safety policy that is aimed at complying
with legislative requirements, requirements of our licenses, approvals, various
certifications and ensuring the safety of our employees and the people working at our
facility or under our management. We are committed to continue taking steps to promote a
safe and conducive work environment for our employees. We strive to guide our employees on
occupational health and safety, appropriate healthcare benefits and medical cover.
Several states across India are banning use of plastic, and the onus of collecting and
responsibly disposing plastic waste generated by their packaging has been put on
Companies. Failure to comply with current or future regulations on plastic packaging or
failure to meet commitments on packaging and the environment would attract hefty fines.
Therefore, the Company has arrangements with Waste Management Company who has the ability
to strategise innovative ways in bringing environmental solutions to the Company. It will
be responsible to manage Plastic waste on behalf of the Company.
42. RISK MANAGEMENT:
Your Company's financial, operational and compliance controls are embedded in the
business processes. The Board has formed a Risk Management Committee to frame, implement
and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
additional oversight in the areas of financial risks and controls. The major risks
identified by the businesses are systematically addressed through mitigation actions on a
continual basis. The Company's management systems, organisational structures, processes,
standards, code of conduct and behaviors together form the Risk Management System that
governs how the Company conducts its business and manages associated risks.
The Company has adequate risk management framework in place capable of addressing those
risks. The Risk Management framework is in place to identify, prioritise, mitigate,
monitor and appropriately report any significant threat to the organisation's strategic
objectives, its reputation, operational continuity, environment, compliance, and the
health & safety of its employees.
The Risk Management Committee is entrusted with the responsibility to assist the Board
in overseeing and recommending/ approving the Company's Risk Management Policy. The
purpose of the Risk Management Policy is to institutionalise a formal risk management
function and framework in the Company for identifying, assessing, monitoring and managing
its business risk including any material changes to its risk profile. Risk Management
Policy is placed on the website of the Company at https://www.bikaji.com/
qovernance#policies
43. LISTING:
The Equity Shares of the Company are listed on the BSE Limited and National Stock
Exchange of India Ltd. Both these stock exchanges have nation-wide trading terminals.
Annual listing fees for the financial year 2023-24 have been duly paid to the BSE Limited
and National Stock Exchange of India Ltd.
44. MISCELLANEOUS:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme except ESOP Schemes referred to in this Report.
3. Buyback of shares.
4. Neither the Managing Director nor the Wholetime Directors of the Company receive any
remuneration or commission from any of its subsidiaries.
5. The maintenance of cost records as specified by the Central Government under
sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the
Company.
6. No application was made or any proceeding is pending under Insolvency and Bankruptcy
Code, 2016.
7. Requirement of one-time settlement with Banks or Financial Institutions was not
applicable.
45. ACKNOWLEDGEMENT:
Your directors are highly grateful for all the guidance, support and assistance
received from the Governments of various states in India, concerned Government
departments, Financial Institutions and Banks.
Your directors place on records their deep appreciation to all employees for their hard
work, unstinted dedication and commitment and continued contribution at all levels in the
performance of the company. Your directors also take this opportunity to thank all
shareholders, suppliers, distributors, retailers, directors, auditors, Government and
regulatory authorities, for their continued support.
Your directors appreciate the continued co-operation and support received from its
customers that has enabled the Company to make every effort in understanding their unique
needs and deliver maximum customer satisfaction. Your Board look forward for their
continued support in future.
For and on behalf of the Board of Directors For BIKAJI FOODS INTERNATIONAL
LIMITED
|
SHIV RATAN AGARWAL |
PLACE:NEW DELHI |
CHAIRMAN |
DATE: MAY 23, 2023 |
DIN: 00192929 |