Dear Shareholders,
ADF Foods Limited
Your Directors have pleasure in presenting the irty ird Annual Report
together with the Audited Financial Statements for the Financial Year ended 31st
March, 2023.
A. FINANCIAL RESULTS:
e performance of the Company for the Financial Year ended 31st
March, 2023 is summarized below:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
35,334.01 |
30,201.26 |
45,028.48 |
42,120.24 |
Other Income |
1,010.78 |
910.93 |
1,121.05 |
946.15 |
Total Income |
36,344.79 |
31,112.19 |
46,149.53 |
43,066.39 |
Total Expenditure |
|
|
|
|
Cost of materials consumed |
14,357.89 |
12,021.21 |
14,357.89 |
12,021.21 |
Purchase of Stock-in-trade |
754.76 |
632.89 |
5,687.54 |
8,876.82 |
Changes in inventories of finished goods, work-in-progress
and stock-in-trade |
(48.19) |
(116.49) |
1,397.04 |
67.96 |
Employee benefits expense |
2,046.44 |
1,791.18 |
2,969.10 |
2,355.45 |
Financial cost |
61.18 |
77.71 |
265.29 |
180.93 |
Depreciation and amortization |
552.14 |
550.29 |
1,373.58 |
908.16 |
Other expenses |
10,554.51 |
10,542.30 |
12,552.84 |
12,142.30 |
Total Expenses |
28,268.73 |
25,499.09 |
38,603.28 |
36,552.83 |
Profit before exceptional and extraordinary items and tax |
8,076.06 |
5,613.10 |
7,546.25 |
6,513.56 |
Exceptional Items |
- |
- |
- |
- |
Profit before tax |
8,076.06 |
5,613.10 |
7,546.25 |
6,513.56 |
Current tax |
2,049.49 |
1,420.48 |
2,123.24 |
1,567.03 |
Deferred tax |
223.78 |
43.15 |
35.38 |
94.27 |
Prior year's tax adjustment |
(197.87) |
- |
(197.87) |
- |
Total tax expenses |
2,075.40 |
1,463.63 |
1,960.75 |
1,661.30 |
Net Profit (+) / Loss (-) |
6,000.66 |
4,149.47 |
5,585.50 |
4,852.26 |
Net other Comprehensive income for the year |
(210.12) |
55.67 |
143.42 |
159.62 |
Total comprehensive income for the year |
5,790.54 |
4,205.14 |
5,728.92 |
5,011.88 |
EPS (Basic) |
27.41 |
20.68 |
25.62 |
23.97 |
EPS (Diluted) |
27.41 |
20.13 |
25.62 |
23.33 |
FINANCIAL PERFORMANCE
e Standalone total income for the Financial Year ended 31st
March, 2023 stood at Rs. 36,344.79 Lakhs as against the corresponding figures of previous
Financial Year which stood at Rs. 31,112.19 Lakhs representing growth of 17%. e
Consolidated total income for the Financial Year ended 31st March, 2023 stood
at Rs. 46,149.53 Lakhs as against the corresponding figures of previous Financial Year
which stood at Rs. 43,066.39 Lakhs representing growth of 7%.
e Standalone Profit Before Tax for the Financial Year ended 31st
March, 2023 stood at Rs. 8,076.06 Lakhs as against the corresponding figures of previous
Financial Year which stood at Rs. 5,613.10 Lakhs representing a remarkable growth of 44%.
e Consolidated Profit Before Tax for the Financial Year ended 31st March, 2023
stood at Rs. 7,546.24 Lakhs as against the corresponding figures of previous Financial
Year which stood at Rs. 6,513.56 Lakhs representing growth of 16%.
B. BUSINESS DEVELOPMENT:
During the year under review, the Company did a test launch of its
products under its brand ADF Soul' in India on e-commerce platform from Q3
FY23. Initially, pickles and chutneys were introduced in traditional & in olive oil
categories keeping in mind the health of the consumer. Subsequently, International gourmet
category products featuring Dips, Italian Sauces & ai Curry and other continental
products were added. ese products are available on Company's own e-commerce platform
(https://soul-foods.in/) and Amazon. Considering the encouraging response, the Company
will soon make these products available on all other leading e-commerce platforms.
Further, a range of 35 new product variants were added across all
categories in the International market. is includes Plant based curries, frozen sweets,
frozen kulchas, cooking pastes, Indo Chinese and Indo ai range in frozen category and
murabbas under its flagship brand ASHOKA' and cooking pastes and essence water
under Khansaama' brand.
e company also continued to grow its presence in the B2B space. During
the year under review, the Company entered into two private label arrangements - one with
a large ethnic foods brand for its products in the USA and the other with a large
supermarket chain for supply of sauces and pastes under one of its brands.
Further, the Company entered into agency distribution contract with
Ekaterra, a Netherland based company as Unilever divested majority of its tea making
business. e said agency distribution contract entails distribution of tea under Lipton,
Brooke Bond Red Label and Taj Mahal brands across major markets in the U.S.
C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
ere are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the Financial Year to which
the Financial Statements relate and the date of this Report.
D. SHARE CAPITAL:
During the Financial Year 2020-21, the Company had done Preferential
Allotment of 19,50,000 warrants at an issue price of Rs. 362 per warrant to certain
promoters and non-promoters.
On 16th March, 2022, the first tranche of 9,43,500 warrants
was converted into equivalent number of equity shares and on 29th April, 2022
the remaining 10,06,500 warrants were converted into equivalent number of equity shares.
e face value of each equity shares is Rs 10 and the premium is Rs 352.
e aggregate subscription money received for full issue size is Rs. 7,059 Lakhs.
On 21st April, 2022, the Company received listing approval
of the National Stock Exchange of India Limited and on 06th May, 2022, the
Company received listing approval from BSE Limited for listing of 9,43,500 equity shares
issued out of conversion of the said warrants. Further, on 03rd June, 2022, the
Company received listing approval of the National Stock Exchange of India Limited and on
10th June, 2022, the Company received listing approval from BSE Limited for
listing of balance 10,06,500 equity shares issued out of conversion of the said warrants.
Accordingly, the paid up Equity Share Capital of the Company has been increased to Rs.
21.97 Crore.
Proceeds of Preferential Issue are being utilized for the purposes that
have been mentioned in the Notice of Extra Ordinary General Meeting dated 4th
September, 2020 issued to the shareholders for their approval of the Preferential Issue.
In the Board Meeting held on 06th May, 2023, the approval
was granted for sub-division of 1 (One) fully paid-up Equity Share of the Company having
face value of Rs. 10/- (Rupees Ten) each, into 5 (Five) fully paid-up Equity Shares having
face value of Rs. 2/- (Rupee Two) each. e same will be subject to the approval of the
Shareholders in the ensuing Annual General Meeting of the Company.
E. DIVIDEND:
Based on the performance of the Company, the Board of Directors of your
Company recommended a Final Dividend of Rs. 5/- (Rupees Five) per share (i.e. 50%) on
equity shares of face value of Rs. 10/- (Rupees Ten) each for the Financial Year ended 31st
March, 2023, subject to the approval of the Shareholders in the ensuing Annual General
Meeting.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. e Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source, wherever applicable.
e Register of Members and Share Transfer Books of the Company will
remain closed from Friday, 4th August, 2023 to Wednesday, 9th
August, 2023 (both days inclusive) for the purpose of payment of dividend for the
Financial Year ended 31st March, 2023.
According to Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the top 1000 listed
entities based on market capitalization, calculated as on 31st March of every
financial year are required to formulate a Dividend Distribution Policy which shall be
disclosed on the website of the listed entity and a web-link shall also be provided in
their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be
accessed using the following link:
https://adf-foods.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy-1.pdf
F. TRANSFER TO RESERVES:
During the year under review, your Company has not transferred any
amount to General Reserves. Further, the Company does not propose to transfer any amount
to General Reserve on declaration of the final dividend.
G. SUBSIDIARY COMPANIES:
During the year under review, the Company formed an Indian Subsidiary
on 17th May, 2022 named Telluric Foods Limited for the purposes of carrying out
e-commerce and/or any other new age business in food sector. Further, the Company formed
another Indian Wholly Owned Subsidiary on 8th July, 2022 named Telluric Foods
(India) Limited for the purpose of providing back end support for e-commerce activities
related to food business. On 30th September, 2022, Telluric Foods Limited was
converted into step down Wholly Owned Subsidiary of the Company.
Accordingly, as on 31st March, 2023, your Company has four
Subsidiaries viz. ADF Foods UK Limited, Power Brands (Foods) Private Limited, ADF Foods
(India) Limited and Telluric Foods (India) Limited and four step-down Subsidiaries viz.
Telluric Foods Limited, ADF Holdings (USA) Limited, ADF Foods (USA) Limited and Vibrant
Foods New Jersey LLC. Power Brands (Foods) Private Limited is undergoing Voluntary
Liquidation vide Special Resolution passed by the Members on 5th November,
2012. Hence, the annual financial statements as on 31st March, 2023 of the said
Subsidiary are not required to be prepared. During the year, the Board of Directors
reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the
Companies Act, 2013. e Company has prepared consolidated financial statements of the
Company which forms part of this Annual Report. e salient features of the financial
statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached
to the financial statements. e statement also provides the details of performance and
financial position of the Company's Subsidiaries.
e financial statements of each of the Subsidiaries of the Company, viz.
ADF Foods (India) Limited, Telluric Foods (India) Limited, Telluric Foods Limited, ADF
Foods UK Limited and ADF Holdings (USA) Limited (consolidated with its subsidiaries ADF
Foods (USA) Limited & Vibrant Foods New Jersey LLC) as on 31st March, 2023
may be accessed on the Company's website www.adf-foods. com.
H. BOARD OF DIRECTORS AND COMMITTEES: o Directors
During the year, no changes took place in the Board composition of the
Company. o Relationship between Directors Inter-se
e details of inter-se relationship between Directors are given in the
Corporate Governance Report. o Meetings of Board of Directors
Six meetings of the Board of Directors of the Company were held during
the year. e detail of the Board Meetings are provided in the Report on Corporate
Governance of the Company, which forms part of this Annual Report. o Committees of the
Board
e Company has duly constituted the Committees of the Board as required
under the Companies Act, 2013 read with applicable Rules made thereunder and the Listing
Regulations, as amended. e Board of Directors of the Company has formed an Audit Committee
which consists of Mr. Chandir G. Gidwani, Non-Executive Independent Director, as the
Chairman, Mr. Ravinder Kumar Jain, Non-executive Independent Director, Mr. Viren A.
Merchant, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive
Independent Director as Members of the Audit Committee. Ms. Deepa Misra Harris was
inducted as the Member of the Audit Committee w.e.f. 20th May, 2022.
All the recommendations of the Audit Committee were accepted by the
Board during the Financial Year under review. e other Committees of the Board are:
i) Nomination and Remuneration Committee
ii) Shareholders' Grievance/ Stakeholders' Relationship
Committee
iii) Corporate Social Responsibility Committee iv) Risk Management
Committee
e details with respect to the constitution/ reconstitution, powers,
roles, terms of reference, meetings held and attendance of the Members at such meetings of
the relevant Committees and such other related details are provided in the Report on
Corporate Governance of the Company, which forms part of this Annual Report.
o Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the
Financial Year ended 31st March, 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 2 of the Notes to
the Standalone Financial Statements and in Note 2 of the Notes to the Consolidated
Financial Statements have been selected and applied consistently and judgment 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 and of the Profit and Loss of the Company for
the Financial Year ended 31st March, 2023;
c) that 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) that the annual financial statements have been prepared on a going
concern basis
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; f) that systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
o Independent Directors' Declaration
e Independent Directors have submitted a declaration that each of them
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013
and Regulation 25 of the Listing Regulations, as amended.
o Meeting of Independent Directors
A meeting of the Independent Directors was held on 7th
March, 2023 in order to take into consideration the performance of the Board as a whole,
the Chairman and the Non-Independent Directors and timeliness of flow of information
between the Company Management and the Board that would be necessary for the Board to
effectively and reasonably perform its duties, was reviewed in the said meeting. All the
Independent Directors were present in the meeting.
o Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of the Listing Regulations, the Board has carried out an annual performance evaluation of
its own performance, of Chairman, its Committees and the Directors individually and also
fulfillment by Independent Directors of criteria of independence as per the Listing
Regulations and their independence from the Management of the Company.
e manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
o Familiarization Program for Independent Directors
e Independent Directors of the Company are eminent personalities having
wide experience in the field of business, finance and marketing. eir presence on the Board
has been advantageous and fruitful in taking business decisions. Independent Directors are
appointed as per the Governance guidelines of the Company, with management expertise and
wide range of experience. e Directors appointed by the Board are given induction and
orientation with respect to the Company's vision, strategic direction, core values,
including ethics, corporate governance practices, financial matters and business
operations by having one-to-one meeting with the Managing Director and through a Corporate
Presentation. e new Board Members are also acquainted to access the necessary documents/
brochures, Annual Reports and Policies available on the Company's website
www.adf-foods.com to enable them to familiarize with the Company's procedures and
practices. Periodic presentations are made by the Senior Management, Statutory and
Internal Auditors at the Board/Committee meetings on business and performance updates of
the Company, working capital management, fund flows, business risks and its mitigation
strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information,
updates on major litigations, impact of regulatory changes on strategy, etc. Updates on
relevant statutory changes encompassing important laws are regularly intimated to the
Independent Directors.
Familiarization Programme of the Company as specified under Regulation
46 of the Listing Regulations is displayed on the Company's website www.adf-foods.com and
is available under the web-link:
https://adf-foods.com/wp-content/uploads/2023/04/FamiliarizationProgramme2022-23.pdf
Policy of Directors' Appointment and Remuneration In accordance with the provisions
of Section 134(3)(e) of the Companies Act, 2013 ("the Act") read with Section
178(3) of the Act and the Listing Regulations, the Company has formulated a Policy on
Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters, which
is covered in the Corporate Governance Report which forms part of this Report.
I. CASH FLOW STATEMENT:
e Cash Flow Statement pursuant to Regulation 34(2) of the Listing
Regulations is annexed to this Report.
J. CONSOLIDATED ACCOUNTS:
e Consolidated Accounts of the Company are prepared in compliance with
Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian
Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the
Companies Act, 2013. e Consolidated Accounts of the Company and its Subsidiaries are
annexed to this Report.
K. GOVERNANCE: o Report on Corporate Governance & Management
Discussion Analysis
In compliance with the requirements of Regulation 34(3) and Schedule V
of the Listing Regulations, a separate report on Corporate Governance along with
Auditors' certificate on its compliance has been provided separately which forms part
of this Annual Report.
Report on Management Discussion and Analysis is provided in separate
section which forms part of this Annual Report.
o Vigil Mechanism/Whistle Blower Policy
e Company has adopted a Vigil Mechanism/Whistle Blower
Policy' pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of
the Listing Regulations with an objective to conduct its affairs in a fair and transparent
manner and by adopting the highest standards of professionalism, honesty, integrity and
ethical behavior.
With the adoption of this Policy, the Company has put in place a
mechanism wherein the Employees are free to report to the Management any actual or
possible violation of the Principles or any other unlawful or unethical or improper
practice or act, or activity of the Company including leakage of Unpublished Price
Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those
reporting violation(s) is protected and they are not subject to any discriminatory
practices. No personnel has been denied access to the Management and the Audit Committee.
e mechanism is reviewed by the Audit Committee of the Company in accordance with the
Listing Regulations. e Company did not receive any such complaints during the year, hence
no complaints were pending as on 31st March, 2023.
Whistle Blower Policy of the Company is displayed on the Company's
website www.adf-foods.com and is available under the web link:
https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-Policy-2.pdf
Nomination and Remuneration Policy
e Nomination and Remuneration Policy is attached as Annexure I to the
Board's Report forming part of this Annual Report and is also available on the
website of the Company www.adf-foods.com.
o Risk Management Framework
e Company has adopted Business Risk Management System (BRMS) for
mitigating various risks associated and identified across all levels within the
organization. is model is based on ISO 31000. BRMS enables the management to review the
business risks on periodical basis and to bring the high risk areas to the immediate
attention of the Board. In the opinion of the Board, there are no business risks that may
threaten the existence of the Company.
o Internal Financial Controls
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 controls, process level control 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. Reasonable Financial Controls are operative for all the business activities of
the Company and no material weakness in the design or operation of any control was
observed.
o Other Policies under the Listing Regulations
In accordance with the provisions of Regulation 30 of the Listing
Regulations, the Company has framed a Policy for determination of Materiality for
disclosure of events or information.
e same has been hosted on the website of the Company at the link:
https://adf-foods.com/wp-content/uploads/2016/01/Material-Events-21.12.2017.pdf
e details of the other policies of the Company can be obtained using
the following web-links:
Sr. No. Policy |
Link |
1 Code of Conduct |
https://adf-foods.com/wp-content/uploads/2016/12/ADF-Code-of-
Conduct.pdf |
2 Nomination and Remuneration Policy |
https://adf-foods.com/wp-content/uploads/2021/05/Nomination-and-
Remuneration-Policy.pdf |
3 Insider Trading Code |
https://adf-foods.com/wp-content/uploads/2019/04/Insider-Trading-
Code-2.pdf |
4 Code of Practices & Procedures for Fair Disclosure of
UPSI |
https://adf-foods.com/wp-content/uploads/2020/07/Code-of-Practices-
Procedures-for-Fair-Disclosure-of-UPSI.pdf |
5 Policy for Procedure of inquiry in case of leak of UPSI |
https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-
Procedure-of-inquiry-in-case-of-leak-of-UPSI.pdf |
6 Policy for Determination of Legitimate Purposes |
https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-
Determination-of-Legitimate-Purposes.pdf |
7 Whistle Blower Policy |
https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-
Policy-2.pdf |
8 Related Party Transactions Policy |
https://adf-foods.com/wp-content/uploads/2022/04/Related-Party-
Transactions-Policy.pdf |
9 Material Subsidiary Policy |
https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-
Determining-Material-Subsidiary.pdf |
10 CSR Policy |
https://adf-foods.com/wp-content/uploads/2021/07/CSR-Policy-1.pdf |
11 Familiarization Program |
https://ad_oods.com/wpcontent/uploads/2023/04/
FamiliarizationProgramme2022-23.pdf |
12 Board Diversity Policy |
https://adf-foods.com/wp-content/uploads/2016/01/ADF-Board-
Diversity-Policy.pdf |
13 Sexual Harassment Policy |
https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual-
Harassment-policy.pdf |
14 Preservation of Documents |
https://adf-foods.com/wp-content/uploads/2016/01/Preservation-of-
Documents.pdf |
15 Archival Policy |
https://adf-foods.com/wp-content/uploads/2016/05/ADF-Archival-
Policy.pdf |
16 Dividend Distribution Policy |
https://adf-foods.com/wp-content/uploads/2021/07/Dividend-
Distribution-Policy-1.pdf |
o Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
e Company has a policy on Prevention of Sexual Harassment of Women at
Workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. e Company did not receive any such
complaints during the Financial Year 2022-23.
e Prevention of Sexual Harassment Policy of the Company is displayed on
the Company's website www.adf-foods.com and is available under the web-link:
https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual-Harassment-policy.pdf e
Company has duly complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the Financial Year 2022-23, no complaints were received and
pending to be resolved pertaining to the sexual harassment.
L. PARTICULARS OF EMPLOYEES: o Key Managerial Personnel (KMP)
Mr. Bimal R. akkar, Chairman, Managing Director & CEO, Mr. Devang
Gandhi, Chief Operating Officer, Mr. Shardul Doshi, Chief Financial Officer and Ms.
Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company
as on date of this Report.
Further, Mr. Bimal R. akkar has been appointed as the Chairman,
Managing Director & CEO' of the Company for a period of five years w.e.f. 1st
October, 2018. e current tenure of Mr. Bimal R. akkar will end on 30th
September, 2023. In this regard, on 30th January, 2023, the Board of Directors
of the Company based on the recommendation of Audit Committee and Nomination and
Remuneration Committee approved the re-appointment of Mr. Bimal R. akkar as the Chairman,
Managing Director & CEO of the Company for a period of five years w.e.f. 1st
October, 2023. e same was approved by the Shareholders of the Company through Postal
Ballot on 11th March, 2023. Also, pursuant to Schedule V of the Act,
re-appointment of Mr. Bimal R. akkar as the Managing Director of the Company shall require
approval of the Central Government as he is a Non Resident Individual. e Company has
approached the Central Government for its approval for the said re-appointment. o
Employees
ere were no employees drawing remuneration exceeding the monetary
ceiling of Rs. 1.02 Crores per annum or Rs. 8.50 Lakhs per month during the Financial Year
2022-23, if employed for a part of the year, as prescribed under the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Mr. Bimal R.
akkar, Chairman, Managing Director & CEO whose remuneration is commission based and
drawn from the Company's Subsidiary, Mr. Shardul Doshi, CFO and Mr. Devang Gandhi,
COO of the Company.
e information required under Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given at Annexure II that forms part of this Report. o
Human Resource and Employee Relations
e Company has always perceived its Manpower as its biggest strength. e
emphasis was on grooming in-house talent enabling them to take higher responsibilities. e
Employee relations continue to be cordial at all the divisions of the Company. Your
Directors place on record their deep appreciation for exemplary contribution of the
employees at all levels. eir dedicated efforts and enthusiasm have been integral to your
Company's steady performance.
M. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT:
e Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the Financial Statements provided in this
Annual Report.
N. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. ere are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other Designated Persons,
Subsidiary Companies and other related parties which may have a potential conflict with
the interest of the Company at large. Related Party Transactions are placed before the
Audit Committee and also the Board for approval wherever such approvals are applicable.
Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the
transactions which are of a foreseen and repetitive nature. A statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors for their approval/ noting on a quarterly basis. e policy on Related Party
Transactions as approved by the Board is uploaded on the Company's website.
Further, as per the Listing Regulations, if any related party
transaction exceeds _ 1,000 crore or 10% of the annual consolidated turnover as per the
last audited financial statement whichever is lower, would be considered as material and
require Members approval. In this regard, during the year under review, the Company had
taken necessary Members approval. However, there were no material transactions of the
Company with any of its related parties as per the Act. erefore, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the
Financial Year 2022-23 and, hence, the same is not required to be provided.
Pursuant to requirements of Regulation 16(1)(c) of the Listing
Regulations, Company has formulated a Policy on determining Material
Subsidiaries'. e Policy is posted on website of the Company viz. www.adf-foods.com.
e web link of the said Policy is:
https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-Determining-Material-Subsidiary.pdf
O. PUBLIC DEPOSITS:
Your Company has not accepted any deposit within the meaning of Section
73 and 76 of the Companies Act, 2013 and the Rules made thereunder during the Financial
Year 2022-23.
P. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125(5) of the Companies Act,
2013, dividends pertaining to the Financial Year 2014-15 amounting to Rs. 16,09,557/-
which remained unpaid or unclaimed for a period of 7 years were transferred by the Company
to the Investor Education and Protection Fund ("IEPF") during the financial year
under review.
Transfer of Equity Shares to the Demat account of IEPF Authority -
Pursuant to the provision of Section 124(6) of the Companies Act, 2013
read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (Rules'), as amended from time to time, it is
mandatory for the Company to transfer all the shares in the name of IEPF in respect of
which dividend has not been claimed for seven consecutive years or more. In compliance
with the said Rules, during the Financial Year 2022-23, there were 317 Shareholders
holding 45,572 equity shares of Rs. 10/- each whose shares were transferred to IEPF.
e list of the aforesaid shareholders whose shares were transferred to
IEPF is available at the below mentioned web-link:
https://adf-foods.com/wp-content/uploads/2022/12/Details-of-Shares-Transferred-to-IEPF-2022.pdf
Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
e Company has a Corporate Social Responsibility (CSR) Policy and set up
CSR Committee and the same is currently comprising of four Members viz. Mr. Viren
Merchant, Non-Executive Non-Independent Director, Mr. Bimal R. akkar, Chairman, Managing
Director and CEO, Mr. Jay M. Mehta, Non-Executive Non-Independent Director and Ms. Deepa
Misra Harris, Non-Executive Independent Director.
During the Financial Year 2022-23, the Company was required to spend an
amount of Rs. 95,12,799.73 on the CSR activities pursuant to Section 135 of the Companies
Act, 2013 after adjusting the excess CSR amount of Rs. 1,13,515.09 that was spent in the
Financial Year 2021-22.
During the year, the Company had spent an amount of Rs. 95,31,180/-
towards various meaningful CSR activities in the areas such as sponsoring education for
underprivileged/disabled students, medical expenses for needy people, food expenses of
residential care center for physically challenged youth, women's hostel and cancer
patients, financial aid to underprivileged people, women empowerment, donation to animal
welfare center, environment protection through tree plantation etc.
e CSR Policy of the Company and the relevant report as per the
Companies
(Corporate Social Responsibility Policy) Rules, 2014 have been enclosed
as Annexure III to this Report.
R. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
A Business Responsibility & Sustainability Report as per Regulation
34 of the Listing Regulations, detailing the various initiatives taken by the Company on
the environmental, social and governance front is provided in seperate section which forms
part of this Annual Report.
S. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March, 2023 is available on the Company's website
on: https://adf-foods.com/wp-content/uploads/2023/07/Annual-Return-2022-23.pdf
T. AUDITORS AND THEIR REPORT: o Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai
(Registration No. 104607W/W100166) are the Statutory Auditors of the Company. At the
Twenty-Ninth Annual General Meeting ("AGM") held on 25th September,
2019, the Members had approved their re-appointment as Statutory Auditors of the Company
for a period of five years from the conclusion of the said AGM till the conclusion of the
AGM to be held for the Financial Year 2023-24.
e requirement of seeking rati_cation by the Members for continuance of
their appointment has been withdrawn consequent to changes made by the Companies
(Amendment) Act, 2018 with effect from 7th May, 2018. Hence, the Resolution
seeking rati_cation of the Members for their appointment is not being placed at the
ensuing AGM.
e Board Members and the Audit Committee at their Meetings held on 6th
May, 2023 had reviewed the performance and effectiveness of the audit process of Statutory
Auditors including their independence. e Board Members and the Audit Committee expressed
their satisfaction towards the same and approved for their continuity as Statutory
Auditors of the Company.
e Auditors' Report for the Financial Year 2022-23, does not
contain any qualification, reservation or adverse remarks and therefore there are no
further explanations to be provided for in this Report.
o Details with respect to fraud reported by Auditors
During the year under review, no fraud was reported by Auditors.
o Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice
(C.P. No. 8618), to undertake the Secretarial Audit of the Company for the Financial Year
2022-23. e Secretarial Audit Report is annexed herewith as Annexure IV.
ere are no material observation or instances of non-compliance.
M/s. Keyul M. Dedhia & Associates have been re-appointed as the
Secretarial Auditor of the Company for the Financial Year 2023-24.
o Internal Audit
e Company had appointed M/s. RMJ & Associates LLP, Chartered
Accountants, Mumbai (Registration No. AAM 0182) to conduct Internal Audit of the Company
for the Financial Year 2022-23.
M/s. RMJ & Associates LLP, have been re-appointed as the Internal
Auditors of the Company for the Financial Year 2023-24. e Audit Committee of the Board of
Directors, Statutory Auditors and the Management are periodically apprised of the Internal
Audit findings and corrective actions taken.
o Cost Records and Audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, no significant and material orders were
passed by the Indian Regulators or Courts or Tribunals that would impact the going concern
status of the Company and its future operations.
V. LISTING OF SHARES:
e Company's equity shares are listed on BSE Limited and the
National Stock Exchange of India Limited. e Company has duly paid
W. TECHNOLOGY AND QUALITY:
Your Company is committed to deliver highest quality of products by
continuous improvement in terms of product quality and achieving customer satisfaction and
delight.
Your Company has already obtained various Quality and Product Safety
certifications such as the internationally recognized ISO 22000 certificate and GFSI-BRCGS
(British Retail Consortium Brand Reputation Compliance Global Standard) Food Safety
certification for its plants located at Nadiad, Gujarat and Nasik, Maharashtra.
X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information required under Section 134(3)(m) of the Companies Act, 2013
read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms
part of this Report as Annexure V.
Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
e Directors and Members of Senior Management have afirmed compliance
with the Code of Conduct for Directors and Senior Management. A declaration to this effect
has been signed by Mr. Bimal R. akkar, Chairman, Managing Director & CEO and forms
part of this Annual Report.
Z. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
AA. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
e requirement to disclose the details of difference between amount of
the valuation done at the time of one time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
BB.DISCLOSURE REQUIREMENTS:
e various policies and codes adopted by the Company are stated in
detail in the Corporate Governance Report of the Company, which forms part of this Annual
Report.
e Company during the financial year complied with the applicable
provisions of the Secretarial Standards issued by the Institute of the Companies
Secretaries of India.
CC.ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation of the
excellent support and co-operation extended by the Company's shareholders, customers,
bankers, suppliers and all other stakeholders.
|
For and on Behalf of the Board of Directors |
|
Bimal R. akkar |
|
Chairman, Managing Director & CEO |
Mumbai, 6th May, 2023 |
DIN: 00087404 |
Regd. Office: |
|
83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat. |
|
Tel.: 0268-2551381/2, Fax: 0268-2565068; |
|
E-mail: info@adf-foods.com; Website: www.adf-foods.com; |
|
CIN: L15400GJ1990PLC014265. |
|
|