Dear Shareholders,
The Board of Directors have pleasure in presenting their Report and the
Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL PERFORMANCE
| Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
| Revenue from operations |
58,608 |
55,445 |
| Profit/(Loss) before tax |
(6,217) |
(3,271) |
| Profit/(Loss) after tax |
(6,260) |
(2,476) |
The Financial Statements have been prepared in accordance with Section
133 of the Companies Act, 2013 read with the rules made thereunder and Indian Accounting
Standards (Ind AS); these along with the Auditors? Report, form part of the Annual
Report.
2. COMPANY?S PERFORMANCE
During the financial year, the revenue from operations stood at Rs.-
58,608 Lakhs was higher than that of the previous year by 5.71%.
The continued high inflation during the financial year under report,
impacted the demand, particularly in the rural sector. The commodity prices remained high
which could only partially be passed on to the consumer through weight reductions. The
Company continued to pursue its cost management program which to some extent helped in
mitigating the negative impact of inflation.
Brand building and sales expansion program ‘Go-to-Market?
continued to be focus areas. The spend on this account during the financial year increased
to Rs.- 6,886 Lakhs (from Rs.- 6,449 Lakhs in financial year 2021-22). The spend as
percentage of sales increased to 11.75% against 11.63% in financial year 2021-22. These
measures led to increased weighted distribution of the Company?s products in its core
geography.
The net loss for the financial year 2022-23 stood at Rs.- 6, 260 Lakhs
as compared to loss of Rs.- 2,476 Lakhs in the previous year.
The details of operational review and the state of Company?s
affairs are covered in the Management?s Discussion and Analysis Report forming part
of this Annual Report.
3. DELISTING OF EQUITY SHARES
During the financial year, AI Global Investments (Cyprus) PCC Limited
(“Acquirer/Promoter”) and AI Darwin (Cayman) Limited (“PAC”), as
person acting in concert with the Acquirer, made an offer to acquire all the Equity Shares
held by Public Shareholders and accordingly to delist the Company in accordance with the
provisions of Securities and Exchange Board of India (Delisting of Equity Shares),
Regulations 2021 (“Delisting Regulations”).
In pursuance of the said offer and as on March 31, 2023, the Acquirer
has acquired 1,06,13,152 equity shares at a price of Rs.- 467 per share.
The final approval for delisting of the Company?s shares was
received from BSE Limited and National Stock Exchange of India Limited on March 14, 2023.
The trading in the equity shares of the Company stands discontinued
from the said Stock Exchanges w.e.f. March 28, 2023, i.e., w.e.f. the closing hours of
trading on March 27, 2023.
The Company has been delisted from the BSE Limited and National Stock
Exchange of India Limited w.e.f., Wednesday, April 05, 2023.
In accordance with the Delisting Regulations, the remaining Public
Shareholders of the Company who did not or were not able to participate in the Counter
Offer and are still holding Equity Shares in the Company, have the option to tender their
Equity Shares at an Exit Price of Rs.- 467 (Rupees Four Hundred and Sixty Seven) per
equity share during a period of one year from the date of delisting, i.e., till April 4,
2024, on the terms and subject to the conditions set out in the Exit Letter of Offer.
4. DIVIDEND
In accordance with the Dividend Distribution Policy, and in view of the
Company reporting loss for the financial year under report, the Board has decided not to
declare dividend for the financial year 2022-23
5. RESERVES
No transfer to Reserves has been proposed.
6. CHANGE IN CAPITAL STRUCTURE
As on date, the Authorized Share Capital of the Company is Rs.-
15,00,00,000/- (Rupees Fifteen Crores Only) divided into 6,50,00,000 (Six Crore Fifty
Lakh) Equity Shares of Rs.- 2/- each and 20,00,000 (Twenty Lakh) Cumulative Convertible
Preference Shares of Rs.- 10/- each carrying dividend @10% per annum.
During the financial year under review, your Company has made an
allotment of 632 (Six Hundred and Thirty Two) Equity Shares on April 4, 2022. Accordingly,
as on March 31, 2023, the Issued and Paid-up Equity Share Capital of the Company is Rs.-
10,05,51,752 divided into 5,02,75,876 Equity Shares of face value of Rs.- 2/- each.
Post March 31, 2023, the issued and paid up capital has increased to
5,04,01,384 Equity Shares of face value of Rs.- 2/- each consequent upon allotment of
5,392 equity shares, 1,132 equity shares, 66,156 equity shares, 33,538 equity shares, 814
equity shares, 8,317 equity shares and 10,159 equity shares under Employees Stock
Appreciation Rights Plan, 2020 on July 12, 2023, August 1, 2023 and August 8, 2023, August
30, 2023, September 5, 2023, September 21, 2023 and October 23, 2023, respectively.
7. ESOP AND ESAR
(a) Employee Stock Option Scheme (“ESOP”)
During the financial year, there has been no change in the DFM Foods
Employee Stock Option Plan-2014 of the Company
(b) Employees Stock Appreciation Rights (“ESAR”)
During the financial year, 2,27,000 (Two Lakh Twenty Seven Thousand
only) ESARs have been granted to the eligible employee(s) at prices ranging from 249.50 to
276.10 as determined by the Nomination and Remuneration Committee.
During the financial year under review, 1,75,836 ESARs of face value of
Rs.- 2/- each got vested to eligible employees.
Post March 31, 2023, rights in 3,09,011.22 ESARs of face value of Rs.-
2/- have been exercised by the eligible employees.
During the financial year under review, there has been no change in the
DFM Employees Stock Appreciation Rights Plan 2020.
Subsequent to voluntary delisting of equity shares of the Company, the
Board of Directors in its meeting held on August 1, 2023 have proposed to the
shareholders, that, DFM Employees Stock Appreciation Rights Plan 2020 needs to be amended
to ensure its compliance with Section 62(1)(b) of the Companies Act, 2013 read with Rule
12 of Companies (Share Capital and Debenture) Rules, 2014.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, Joint Ventures or Associate
Company. However, the Company is a subsidiary of AI Global Investments (Cyprus) PCC
Limited.
9. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION
There has been no change in business of the Company during the
financial year. There have been no material changes and commitments affecting the
financial position of the Company which occurred between the end of the financial year to
which the financial statements relate and the date of this Report.
10. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that: a) In the preparation
of the annual accounts, the applicable accounting standards have been followed and there
are no material departures from the same; b) They have selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the loss of the Company for the year; c) They have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; d) The annual accounts are
prepared on a going concern basis; e) They have laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and are
operating effectively; and f) They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, and secretarial auditors and external consultant(s) and the reviews made by the
Management and the relevant Board Committees including the Audit Committee, the Board is
of the opinion that the Company?s internal financial controls are adequate and
operationally effective during the financial year 2022-23.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee of the Company.
The Company?s Board comprises of six members. The Chairman, Mr.
Hemant Nerurkar is a Non-Executive Independent Director. For the financial year ended
March 31, 2023, Mr. Lagan Shastri was the Managing Director and Chief Executive Officer of
the Company. Since resigned, he has been replaced by Mr.Vipul Prakash as Managing Director
and Chief Executive Officer of the Company with effect from August 1, 2023.
Mr. Anil Chanana and Ms. Dipali Sheth are Non-Executive Independent
Directors of the Company. Mr. Sahil Dilip Dalal, and Mr. Manu Anand are Non-Executive Non-
Independent Directors of the Company.
The Company has received a declaration from all the Independent
Directors confirming that they satisfy the criteria of independence as prescribed under
the provisions of the Companies Act, 2013 (‘the Act?).
The Company has also received declaration of compliance of Rule 6 (1)
& (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014,
regarding online registration with the ‘Indian Institute of Corporate Affairs for
inclusion/ renewal of name in the databank of Independent Directors.
In the opinion of the Board, all the Independent Directors possess the
attributes of integrity, expertise and experience including the proficiency required to be
an Independent Director of the Company, fulfill the conditions of independence as
specified in the Act and are independent of the management and have also complied with the
Code for Independent Directors as prescribed in Schedule IV of the Act.
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Sahil Dilip Dalal, Non-Executive Director, is
liable to retire by rotation at the ensuing AGM and being eligible had offered himself for
re-appointment, and the Board at its meeting held on June 20, 2023 based on the
recommendation of Nomination and Remuneration Committee, has proposed the re-appointment
of Mr. Sahil Dilip Dalal for approval of the shareholders at the ensuing AGM of the
Company.
The Board is of the opinion that Mr. Sahil Dilip Dalal possesses the
requisite knowledge, skills, expertise and experience to contribute to the growth of the
Company.
According to the Secretarial Standard - 2 issued by the Institute of
Company Secretaries of India, brief profile and other information of Mr. Sahil Dilip Dalal
is provided in the Notice convening the ensuing AGM of the Company and the relevant
resolution is recommended for approval of the members of the Company.
In terms of Section 203 of the Act, as on March 31, 2023, the
Company has the following Key Managerial Personnel: a) Mr. Lagan Shastri, Managing
Director & CEO b) Mr. Nikhil Mathur, Chief Financial Officer c) Mr. Raju Singh Tomer,
Company Secretary
During the financial year, Mr. V. L. Rajesh, Non-Executive
Non-Independent Director of the Company resigned from the Company with effect from March
07, 2023.
Also, Mr. Lagan Shastri resigned as Managing Director and Chief
Executive Officer with effect from the closing of the business hours of August 1, 2023.
Mr. Raju Singh Tomer resigned as Company Secretary and Compliance
Officer of the Company with effect from October 1, 2023.
On August 1, 2023, Mr. Vipul Prakash was appointed as an Additional
Director of the Company. Subject to the approval of the Members, Mr. Vipul Prakash has
been designated as Managing Director and Chief Executive Officer with effect from August
1, 2023. As per Section 161 of the Companies Act, 2013, Mr. Vipul Prakash, being an
Additional Director, holds office up to the date of the ensuing Annual General Meeting and
is eligible to be appointed as a Director of the Company. The resolution seeking Mr.
Vipul?s appointment has been included in the Notice of the AGM together with his
brief details.
12. BOARD AND COMMITTEES
All the Directors are reputed professionals with diverse functional
expertise, industry experience, educational qualifications, and gender mix relevant to
fulfilling the Company?s objectives and strategic goals. As per the requirements of
the Secretarial Standard – 2, brief particulars and expertise of the director seeking
re-appointment together with other directorships and committee memberships have been
provided in the annexure to the Notice of the AGM.
The Board and its Committees, including number of Meetings held and
attended by the Directors are given in Clause No. 2 of the Report on Corporate Governance.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013,
a Meeting of the Independent Directors of the Company was held on February 4, 2023,
without the presence of other Directors.
Further, pursuant to provisions of Regulation 28(2) of the SEBI
(Delisting of Equity Shares) Regulations, 2021, a meeting of the Committee of Independent
Directors was held on December 7, 2022, to provide its written reasoned recommendations on
the proposal for delisting of Equity Shares to the Board of Directors of the Company.
The Committees of the Board play a crucial role in the governance
structure of the Company and have been constituted to deal with specific areas /
activities as mandated by applicable regulations which concern the Company and need a
closer review. The Board Committees are set up under the formal approval of the Board to
carry out clearly defined roles which are performed by Members of the Board, as a part of
good governance practice. The Chairman of the respective Committee(s) informs the Board
about the summary of the discussions held in the Committee Meetings. The minutes of the
meeting of all Committees are placed before the Board for review. The Board Committees can
request special invitees to join the meeting, as appropriate.
During the financial year under review, there have been no instances
where the recommendations of the Audit Committee were not accepted by the Board.
The Board has established the following statutory and non-statutory
Committees: - a) Audit Committee, b) Nomination and Remuneration Committee (Compensation
Committee), c) Corporate Social Responsibility Committee, d) Stakeholders?
Relationship Committee, and e) Risk Management Committee.
Further, the Operations Committee has been dissolved in the Audit
Committee meeting held on July 29, 2022.
The composition, terms of reference, number of meetings held, and
business transacted by the Committees is given in the Corporate Governance Report.
13. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION POLICY
The Company?s Policy relating to appointment of Directors, payment
of Managerial remuneration, Directors? qualifications, positive attributes,
independence of Directors and other related matters as provided under Section 178(3) of
the Companies Act, 2013 is furnished in Annexure-1 and forms part of this Report. The
Policy is also available in the Investor Relations, on the website of the Company and can
be accessed at the weblink:
https://www.dfmfoods.com/download/corporate/Nomination%20and%20Remuneration%20Policy.pdf
The details of familiarization programme for Independent Directors with
the Company are placed on the website of the Company at the weblink:
https://www.dfmfoods.com/download/corporate/ Familiarization-Programme-for-FY-21-22.pdf
14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
The details of evaluation of Directors, Committees and Board as a whole
are provided in the Corporate Governance Report.
15. INTERNAL FINANCIAL CONTROLS
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business including adherence to Company?s
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information.
The Unit heads are responsible for ensuring compliance with the
policies and procedures laid down by the Management. Further, robust and continuous
internal monitoring mechanisms ensure timely identification of risks and issues. The
Management, Statutory and Internal Auditors undertake rigorous testing of the control
environment of the Company.
The Audit Committee evaluates the internal financial control system
periodically and no reportable material weaknesses in the design or operation were
observed during the financial year.
The Statutory Auditors in their report expressed an unmodified opinion
on the adequacy and operating effectiveness of the Company?s internal financial
control over financial reporting.
The details on Internal Control and Adequacy are covered in the
Management Discussion and Analysis Report forming part of this Annual Report.
16. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
The details on transfer to Investor Education and Protection Fund
(IEPF) are given in Clause 6(ix) of the Corporate Governance Report.
17. AUDIT COMMITTEE
The Audit Committee comprises of Mr. Anil Chanana (Chairperson), Mr.
Hemant Nerurkar, Mr. Sahil Dalal and Ms. Dipali Sheth. The terms of reference of the
Committee are included in the Corporate Governance Report, which is a part of this Report.
During the financial year under review, there have been no instances
where the recommendations of the Audit Committee were not accepted by the Board.
18. AUDITORS AND AUDITORS? REPORT a) Statutory Auditors
The Members of the Company at the 25th Annual General
Meeting (‘AGM?) held on August 6, 2018 approved the re-appointment of M/s.
Deloitte Haskins & Sells LLP, Chartered Accountants, as the Auditors of the Company
for a period of five years from the conclusion of the said AGM till the conclusion of 30th
AGM. Accordingly, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, will
complete their present term on conclusion of this AGM in terms of the said approval and
Section 139 of the Companies Act, 2013 (‘the Act?) read with the Companies
(Audit and Auditors) Rules, 2014.
As per provisions of Section 139(1) of the Companies Act, 2013, on the
recommendation of the Audit Committee, the Board of Directors of the Company, in their
meeting held on October 28, 2023 has considered and approved the appointment of M/s MSKA
& Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), Chartered
Accountants as Statutory Auditors for a period of Five (5) years subject to the approval
of shareholders of the Company in the forthcoming Annual General Meeting (“AGM”)
to be held on November 29, 2023.
Accordingly, M/s MSKA & Associates, Chartered Accountants, will be
appointment in place of the existing statutory auditors M/s Deloitte Haskins and Sells
LLP, Chartered Accountants.
M/s MSKA & Associates, Chartered Accountants have furnished a
certificate of their eligibility and consent under section 139 and 141 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules 2014 and they have confirmed that
they are not disqualified from being appointed as the Statutory Auditors of the Company
for a period of 5 (Five) Years from the conclusion of the forthcoming AGM to be held on
November 29, 2023. The Auditors have confirmed that they hold a valid certificate issued
by the Peer Review Board of the ICAI.
The existing Statutory Auditors? Report does not contain any
adverse remarks, qualifications or reservations or disclaimer on the Financial Statements
of the Company for the financial year 2022-23.
b) Details in respect of frauds reported by auditors
There were no instances of fraud reported by the auditors.
c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with corresponding Rules framed thereunder, M/s Chandrasekaran Associates, Practising
Company Secretaries, were appointed as the Secretarial Auditor of the Company to carry out
the secretarial audit for the financial year ending March 31, 2023.
In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit
Report given by the Secretarial Auditor in Form No. MR-3 is annexed with this Report as
Annexure–2. There are no qualifications, reservations or adverse remarks made by
Secretarial Auditor in their Report.
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with corresponding Rules framed thereunder M/s. Grant Thornton Bharat LLP, is the
Internal Auditor of the Company.
e) Cost Auditors
Provisions of Section 148 of the Companies Act, 2013 read with
Companies (Cost Account and Audit) Rules, 2014 were not applicable to the Company. Hence,
the Company has not appointed any Cost Auditor during the financial year.
19. RISK MANAGEMENT
The type of risks and risk mitigation process in detail has been
provided in the Management Discussion and Analysis Report forming part of this Annual
Report.
As on March 31, 2023, the Risk Management Committee (RMC) comprised of
Mr. Anil Chanana (Chairperson), Mr. Hemant Nerurkar, Mr. Sahil Dalal, Ms. Dipali Sheth and
Mr. Lagan Shastri. The detailed terms of reference of the Committee are included in the
Corporate Governance Report, which is a part of this Report.
Consequent to the resignation of Mr. Lagan Shastri, the RMC has been
reconstituted with effect from August 1, 2023, and currently it comprises of Mr. Anil
Chanana (Chairperson), Mr. Hemant Nerurkar, Mr. Sahil Dalal, Ms. Dipali Sheth and Mr.
Vipul Prakash.
The RMC on timely basis informed the Audit Committee and Board about
risk assessment and minimization procedures. The RMC has, inter-alia, formulated a
detailed Risk Management Policy. In the opinion of the RMC, there are no such risks, which
may threaten the existence of the Company.
20. VIGIL MECHANISM WHISTLE BLOWER POLICY
The Vigil Mechanism – Whistle Blower Policy aims to: a) Allow and
encourage stakeholders to bring to the Management notice, concerns about unethical
behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of
policies and leak or suspected leak of any Unpublished Price Sensitive Information. b)
Ensure timely and consistent organizational response. c) Build and strengthen a
culture of transparency and trust. d) Provide protection against victimization.
The Audit Committee periodically reviews the existence and functioning
of the mechanism. It reviews the status of complaints received under this policy on a
quarterly basis.
The details on Vigil Mechanism- Whistle Blower Policy are given in
Clause 4 (ii) of the Corporate Governance Report.
21. PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND
INVESTMENTS MADE
The Company has neither given any loans or guarantees nor provided any
securities covered under the provisions of Section 186 of the Companies Act, 2013. The
company has made investments of Rs.- 96 Lakh in the paid up equity share capital of M/s
Upendra Singh Multi Transmission Private Limited to get renewable energy which will
benefit to the Company from cost saving perspective. Details of investments are given in
Note No.7.1 which forms part of the Financial Statements.
22. RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on related party transactions
which is also available on the website of the Company at https://www.dfmfoods.com/
download/corporate/Policy%20on%20Related%20 Party%20Transactions.pdf. This policy deals
with the review and approval of related party transactions. The Board of Directors of the
Company has approved the criteria to grant omnibus approval by the Audit Committee within
the overall framework of the policy on related party transactions.
All related party transactions entered into by the Company during the
financial year with related parties were in the normal course of business and on an
arm?s length basis. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and entered in the ordinary course of business and at
arm?s length. During the financial year, the Company had not entered into any
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. All related party
transactions are placed before the Audit Committee for review and approval. Accordingly,
the disclosure of related party transactions as required under Section 134(3) (h) of the
Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to Note No. 30 to
the Financial Statement which sets out related party disclosures pursuant to IND AS-24.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility has always been more than a statutory
obligation for Company. In the last few years, your Company had undertaken various CSR
activities through implementing agencies which includes nutritional awareness and Wash
awareness programs.
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company
has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR
projects are given as Annexure-3 to this Report.
24. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act, 2013 and
Rules framed thereunder, the extract of the Annual Return of the Company for the financial
year 2022-23 is available on the website of the Company at
https://www.dfmfoods.com/investor.html
25. PARTICULARS OF REMUNERATION OF
DIRECTORS / KMP / EMPLOYEES
The particulars of remuneration under Section 197(12) of the Companies
Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached as Annexure – 4.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
There are no significant or material orders passed by any Regulators,
Courts or Tribunals against the Company which could impact the going concern status and
Company?s operations in future.
27. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed towards promoting the work environment that
ensures every employee is treated with dignity and respect and afforded equitable
treatment irrespective of their gender, race, social class, caste, creed, religion, place
of origin, sexual orientation, disability or economic status. Pursuant to the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has adopted a Policy on prevention of sexual harassment at
workplace (‘POSH Policy?). Periodic sessions were also conducted to apprise
employees, Internal Complaint Committee and build awareness on the subject matter. Our key
focus is to create a safe, respectful and inclusive workplace which fosters professional
growth for each employee.
The Company has constituted Internal Complaint Committee which
comprises of seven internal members and one external member under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with
other provisions of the said Act.
During the financial year under review, there were no complaints
received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
28. DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the financial year under review, there was no application made
by the Company of any proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
29. HUMAN RESOURCES & EMPLOYEE RELATIONS
The detail of Human resources has been provided in the Management
Discussion and Analysis Report forming part of this Annual Report.
The relationships with employees have been cordial and operations at
the factory uninterrupted. Measures for safety of employees, welfare and development
continue to receive top priorities.
30. DISCLOSURE REQUIREMENTS a. Corporate Governance Report and the
Management Discussion and Analysis are attached, which forms part of this Report.
b. The Company believes that it can only be successful in the long term
by creating value both for its shareholders and for society. The Company is committed in
pursuing responsible growth and recognise its responsibility towards the society and the
environment in which it operates. A Business Responsibility and Sustainability Report
describing the initiatives taken by the Company from an environmental, social and
governance perspective is available on the website of the Company at
https://www.dfmfoods.com/download/ corporate/Business%20Responsibility%20and%20
Sustainability%20Report%202022-23.pdf.
c. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
31. DEPOSITS FROM PUBLIC
During the financial year, the Company did not accept any public
deposits under Chapter V of the Companies Act, 2013.
32. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN
EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES,
2014]
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo are provided in Annexure – 5 to this Report.
33. ENVIRONMENT, HEALTH AND SAFETY (“EHS”)
The Company implements strict quality and EHS benchmarks which are
reviewed and progressed on an ongoing basis to remain compliant within the accepted norms.
The manufacturing facilities have the necessary certifications for food safety,
environmental social and governance compliances requirement as per National Guidelines for
Responsible Business Conduct (NGRBC). It works closely with various Indian regulatory
agencies to keep itself updated of the dynamic regulatory obligation.
34. CREDIT RATING
CRISIL has assigned CRISIL BBB/Stable for long-term rating and CRISIL
A3+ for short term rating.
35. ACKNOWLEDGEMENT
Your Directors express their appreciation for the sincere cooperation
and assistance of Central and State Government authorities, bankers, customers, suppliers
and business associates. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by your Company?s employees. Your Directors
acknowledge with gratitude, the encouragement and support extended by our valued
shareholder
|
On behalf of the Board |
| Place: Mumbai |
Hemant Madhusudan Nerurkar |
| Date: October 28, 2023 |
Chairman |
+91-9892691696
