Dear Members,
The Directors present their report on the financial performance, business and
operations of the Company for the year ended March 31, 2023.
1. FINANCIAL RESULTS
The highlights of the financial performance for the year gone by and its comparison
with previous year are given below:
( In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
() |
() |
() |
() |
| Total Income |
98,404.61 |
62,411.04 |
1,00,151.62 |
63,860.64 |
| Total Income excluding Excise Duty |
98,404.61 |
62,411.04 |
1,00,151.62 |
63,860.64 |
| Profit Before Depreciation, Cost of Finance and Tax |
10,015.88 |
5,577.97 |
10153.37 |
5,657.32 |
| (PBDIT) inclusive of other Income |
|
|
|
|
| Finance Cost |
2,727.43 |
1,889.09 |
2,766.37 |
1,897.98 |
| Depreciation |
1,394.32 |
1,323.68 |
1,403.42 |
1,330.95 |
| Profit before share of profit/(loss) from Associate/ |
5,894.13 |
2,365.20 |
5,983.58 |
2,428.39 |
| Joint venture and exceptional items |
|
|
|
|
| Share of profit/(loss) from Associate/ Joint venture |
Nil |
Nil |
(55.17) |
(70.61) |
| Profit before exceptional items and tax |
5,894.13 |
2,365.20 |
5,928.41 |
2,357.79 |
| Exceptional items net(Loss)/ gain |
532.32 |
Nil |
532.32 |
Nil |
| Tax Expenses |
1,702.73 |
763.33 |
1,719.77 |
828.70 |
| Net Profit for the year |
4,723.72 |
1,601.87 |
4,740.96 |
1,529.09 |
| Appropriations |
|
|
|
|
| Transfer to General Reserves |
Nil |
Nil |
Nil |
Nil |
| Balance carried to Balance sheet |
4,723.72 |
1,601.87 |
4,740.96 |
1,529.08 |
2. RESULTS OF OPERATIONS
As per the Standalone Financials for year ended on March 31, 2023 the turnover of the
Company is 977.34 Crores as compared to 616.48 Crores for the year ended on
March 31, 2022. The Company made a profit before tax of
64.26 Crores during the year ended March 31, 2023 as compared to the profit before
tax of 23.65 Crores during the year ended on March 31, 2022.
As per the Consolidated Financials for year ended on March 31, 2023 the turnover of the
Company is
995.57 Crores as compared to 632.15 Crores for the year ended on March 31, 2022.
The Company made a profit before tax of 59.83 Crores during the year ended
March 31, 2023 as compared to the profit before tax of
24.28 Crores during the year ended on March 31, 2022.
The Companys exports during the year was 382.19 Crores ( 276.85 Crores in F.Y.
2022) and domestic sale was 592.70 Crores ( 338.47 Crores in F.Y. 2022). This
translates into a ratio of 39.20% : 60.80 % (43.26 % : 56.74 %) between exports and
domestic sales.
3. DIVIDEND
Your Board of Directors, in its meeting held on May 12, 2023 has recommended a Final
Dividend of 0.50 (i.e.
50 %) per equity share including special dividend of
0.25 (i.e. 25%) (last year 0.25 per equity share). For the financial year ended
March 31, 2023 the dividend amount is 267.99 Lakhs as compared to 125.85 Lakhs for the
financial year ended March 31, 2022.
4. EMPLOYEE STOCK OPTION SCHEME
Pursuant to the approval of the Members at the 49th Annual General Meeting
held on Wednesday, September 29, 2021, the Board of directors of the Company approved the
‘Foods and Inns Employee Stock Option Plan 2021 ("ESOP 2021"/
"Plan") as per the Regulations of Securities and Exchange Board of India (Share
Based Employee
Benefits)Regulations,2014.Further,the scheme was aligned by Nomination and Remuneration
committee as per Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SEBI SBEB & SE Regulations). The alignment in the plan is to comply with the
provisions of the Regulations of SEBI SBEB & SE Regulations, 2021 and does not require
shareholders resolution as per Regulation 7(2) of SEBI SBEB & SE Regulations, 2021.
During the previous Financial year 2021-22, the
Nomination and Remuneration Committee of the Board in their meeting held on February 3,
2022 granted 14,66,760 stock options to the eligible Employees as per the ESOP 2021 of the
Company at an exercise price of
54 per share. The options granted under the Plan shall be exercised not earlier than
minimum period of 1 (one) year and not later than maximum period of 4 (four) years from
the date of vesting.
Bet end of F.Y. 2022-23 and date of report under ween review, the Company has allotted
1st tranche i.e. 158,753 Equity Shares under "ESOP 2021"/
"Plan" at an exercise price of 54 per share which is amounting to
85,72,662/- on May 31, 2023. Applicable disclosures relating to Employees Stock Options as
at March 31, 2023, pursuant to SEBI (Share
Based Employee Benefits) Regulations, 2014, as amended from time to time, the details
are placed on the website of the Company at https://www.foodsandinns.
com/Investor/Investor/ESOP/ESOP for financial year ended Mar 31, 2022.pdf. The ESOP-2021
Scheme of ch the Company is in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SEBI SBEB & SE Regulations).
Sec Auditors certificate to the effect that the ESOP retarial
2021 Scheme of the Company has been implemented in accordance with the SEBI Guidelines
and as per the resolution passed by the members of the Company has been obtained by the
Company.
5. TRANSFER TO RESERVES
The Company proposes to transfer NIL to the reserves out of the amount available for
appropriation and an amount of NIL are proposed to be retained in the profit and loss
account.
6. FI XED DEPOSITS
The Board of directors of the Company in their dated A 8, 2022 has approved the fixed
deposit ugust scheme for acceptance of Fixed Deposits from public and shareholders of the
Company, and approval of the members taken by the Company within the limits prescribed in
the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rule, 2014 and the overall borrowing limits of the Company, as
approved by the Members, from time to time.
7. M ATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION DURING THE FINANCIAL YEAR AND BETWEEN END OF THE FINANCIAL YEAR AND
DATE OF REPORT
The re are material changes and commitments affecting the position ncial of the Company
which have occurred after March 31, 2023 till date of this report are as under:
During the Financial year 2022-23:
i) Change in Designation of Mr. Milan Dalal from Non-
Executive Director to Managing Director w.e.f. April 1, 2023.
ii) The Company has issued 2,21,61,749 Equity
Warrants ("warrants") at a price of 95/- per W arrant vide special
resolution passed in the EOGM dated December 9, 2022.
iiii) The Company has issued and allotted 6,00,000 Equity shares upon Conversion of
Warrants on a preferential basis having face value 1 at a price of
95 per equity Share on January 23, 2023.
Between end of Financial year 2022-23 and date of
Report:
iv) Mrs. Randeep Kaur Puri has resigned from the post of Comp Secretary and
Compliance Officer of any the Company w.e.f. April 6, 2023.
v) The Company has issued and allotted 25,00,000 Equity shares upon Conversion of
Warrants on a preferential basis having face value 1 at a price of
95 per equity Share on May 30, 2023. vi) The Company has allotted 1,58,753 Equity
Shares under "ESOP 2021"/ "Plan" at an exercise price of
54 per share which is amounting to 85,72,662/- on May 31, 2023. vii) Mrs. Pallavi
Dhupelia, Director of the Company has resigned from the Directorship w.e.f. June 13, 2023
viii) Mr. Ameya T. Masurkar Appointed as Company
Secretary & Compliance Officer of the Company w.e.f. June 13, 2023. ix) Mr. A. V.
Seshadrinathan (DIN: 00854359) appointed as an Additional Director in the capacity of
Independent Director by the Board of Directors w.e.f. 07th August, 2023,
subject to approval of
Shareholders to hold office for a term upto five consecutive years commencing from the
date of ensuing Annual General Meeting. x) Ms. Karishma Bhalla (DIN: 08729754) appointed
as an Additional Director in the capacity of Independent Director by the Board of
Directors w.e.f. 07th August, 2023, subject to approval of Shareholders to hold
office for a term upto five consecutive years commencing from the date of ensuing Annual
General Meeting.
8. CORPORATE SOCIAL RESPONSIBILITY
The Company has always considered Corporate Social Responsibility (CSR) as a voluntary
activity and a part of its long term vision of creating value for all its stakeholders.
Our Company believes that giving back to society is not a mandate but something which is
integral to its beliefs. Accordingly, CSR is an integral part of the Companys business
and is even promoted at the Board level.
The Company has contributed towards promoting health care and education.
Further details on the prescribed CSR spend under section 135 of the Companies Act,
2013 and the amount committed and distributed during the year under review are provided in
the Annual Report on CSR activities annexed as Annexure-1 to this report.
9. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, is annexed as
Annexure-2 to this report.
10. SUBSIDIARY AND ASSOCIATE COMPANIES
Statement containing the salient features of the financial statements of subsidiaries
in the prescribed Form AOC-1 is annexed as Annexure-3.
11. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (the listing Regulations), consolidated financial
statements of the Company and its subsidiary has been prepared for the year under report.
The Audited Consolidated financial statements along with the auditors report thereon
forms part of this Annual report.
12. CORPORATE GOVERNANCE
Corporate Governance is about maximising shareholders value legally, ethically and
sustainably. We believe sound corporate governance is critical to enhance and retain
investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of
term.
Our Corporate governance report forms part of this Annual report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Act, Mr.
Bhupendra Dalal retires by rotation and is eligible for re-appointment.
Further, the details of Directors include remuneration, independence, performance,
Committees and Directors meeting, are given in the Corporate Governance Report, which is
integral part of this Annual and Boards Report.
14. 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;
In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures. we 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 at the end of financial year ended March 31, 2023 and of the profit of the
Company for that year. we have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
we have prepared the Annual Accounts on a going concern basis. we have laid down internal
financial controls to be followed b the Company and such internal financial
controls are adequate and operating effectively. we have devised proper system to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
15. INSURANCE
The assets of the Company are adequately against the loss of fire and other risks which
are considered necessary by the management.
16. BO ARD EVALUATION
The Board of Directors has carried out an annual of its own performance, board
committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirement as prescribed by Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015. The
Board and Nomination and Remuneration reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the
Board and committee meeting like preparedness on the issue to be discussed, meaningful and
constructive contribution and inputs in meetings.
The performance of the committees was evaluated Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. In a separate meeting of Independent performance
of non-Independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of directors.
17. NUMBER OF MEETINGS OF THE BOARD
The Board has met Four times during the financial year, the details of which are given
in the Corporate Governance report.
18. INDEPENDENT DIRECTORS MEETING
The Independent Directors met once during the year review, without the attendance of
the Non – Independent Directors and members of the Management. The Independent
Directors reviewed the performance of the Non Independent directors and the Board as a
whole and the performance of the Chairman of the Company, taking into account the views of
the Directors and assessed the quality, quantity and timeline of the flow of information
between the Company Management and the Board which is necessary for the Board to
effectively and reasonably perform their duties.
19. COMMITTEES OF THE BOARD
Curr ently, the Board has Seven Committees, the audit committee, the nomination and
remuneration committee, the stakeholders relationship committee, the corporate social
responsibility committee and the risk management committee, Executive Committee and
Securities Allotment Committee. A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance report section of this Annual Report.
20. POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178 (3) of the Act has been disclosed in the Corporate Governance
Report, which forms part of the Directors Report.
21. P ARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
Det ails of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to Financial Statements
22. REL ATED PARTY TRANSACTIONS the The are re no materially significant related
party transactions made by the Company during the year. Related Party Transactions Policy
is posted on the website of the Company and is available at https://
www.foodsandinns.com/pdf/policies/related-party-transaction-policy.pdf. The details of all
the transactions with the related parties are disclosed in the Notes forming part of
financial statements annexed to the financial statements for the year 2022-23 and
prescribed Form AOC-2 is annexed as Annexure-4.
All the Related Party Transactions entered into by the Company are in ordinary course
of business and on an arms length basis for which requisite approvals from the Audit
Committee and the Board of Directors were under obtained.
23. P ARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given
below: i. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Name of the director |
Total ( in Lakhs) |
Ratio (times) |
A) Median Employee Remuneration |
3.37 |
|
B) Non Executive Directors Remuneration |
|
|
| 1. B. C. Dalal |
15.90 |
4.72 |
| 2. Vinod Kumar Beswal |
4.20 |
1.25 |
| 3. Kamlini C. Maniar |
4.30 |
1.28 |
| 4. Hormazdiyaar Vakil |
5.35 |
1.59 |
| 5. Ray Simkins |
3.00 |
0.89 |
| 6. Pallavi Dhupelia |
3.25 |
0.96 |
| 7. Maneck Eruch Davar |
3.55 |
1.05 |
ii. The percentage increase/ (decrease) in remuneration of each director, Chief
Executive Officer, Company Secretary, if any, in the financial year:
Chief Executive Officer: 26.51%,
Chief Financial Officer: 25.77%,
Company Secretary: 26.69%, iii. The percentage increase in the median remuneration of
employees in the financial year 2023: 1.81% iv. There were 432 permanent employees on the
payroll of the Company as on March 31, 2023. v. Average percentage increase already made
in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentage increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration: The Average increase in the remuneration of all
employees was 6.11% in F.Y. 2023.
The average increase in the remuneration of both, the managerial and non managerial
personnel was determined based on the overall performance of the Company. Further the
remuneration of the managerial personnel is based on the remuneration policy as
recommended by the Nomination & Remuneration Committee and approved by the Board of
Directors. vi. It is hereby affirmed that the remuneration is as per the
Remuneration Policy of the Company.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
During the year, no significant or material orders were passed by any regulators
against the Company other than that disclosed separately in the notes of the statements.
25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9
The Annual Return pursuant to the provision of Section 92 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, will be available on the
website of the Company at www. foodsandinns.com
26. AUDITORS
26.1 Statutory Auditors
The Companys Auditors M/S G. M. Kapadia & Co, Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of the Forty
Fifth Annual General Meeting of the Company held on 13-09-2017 till the conclusion of
the Fiftieth Annual General Meeting to be held in the year 2022. They have confirmed their
eligibility under section 141 of the Act, and the rules framed thereunder for
reappointment as Auditors of the Company as required under SEBI regulations, the Auditors
have also confirmed that they hold a valid certificate issued by the peer review Board of
the Institute of Chartered Accountants of India. Pursuant to the recommendation of the
Audit Committee, the Board of Directors of the Company has re-appointed
M/s G.M. Kapadia & Co Chartered Accountants, (Firm Registration No 104767W issued
by the Institute of Chartered Accountants of India) as the Statutory Auditors of the
Company for the Second term of 5 consecutive years and to hold office as such from 50th
AGM until the conclusion of 55th Annual General Meeting of the Company.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors.
26.2 Secretarial Auditor
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 has
appointed M/s Ragini Chokshi & Co, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report along with the secretarial
compliance report is annexed as Annexure-5 to this report and does not contain any
qualifications.
26.3 Internal Auditors
The Company has appointed firms of chartered accountants as its internal auditors at
the locations of the factories situated at Chittoor, Vankal, Bulsar, Nashik,
Gonde and corporate office to evaluate the efficacy and adequacy of internal control
systems, compliances with operating systems, accounting procedures and policies. The
Internal Auditors submitted their reports from time to time.
27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN
AT WORKPLACE
The Company has set up an Internal Complaints Committee for providing a redressal
mechanism pertaining to sexual harassment of woman employees at workplace. There was no
case of sexual harassment reported during the year under review.
28. UNCLAIMED DIVIDEND
The Company / RTA has been periodically intimating the concerned shareholders,
requesting them to encash their dividend before it becomes due for transfer to the IEPF.
Unclaimed dividend amounting to 55,920 for F.Y. 2014-15 was transferred to the IEPF on
04/11/2022.
29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF
authority (Accounting, Audit, Transfer and Refund ) Rules, 2016 (‘ the rules), all
unpaid and unclaimed dividends are required to be transferred by the Company to IEPF
established by the Government of India after the completion of seven years. Further,
according to the said Rules, the shares on which dividend remain unpaid or unclaimed by
the shareholders for seven consecutive years or more shall also be transferred to the
demat account of the IEPF authority. Accordingly, the Company has transferred the
corresponding shares to the demat account of the IEPF Authority as per the requirements of
the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year
2016-17.
30. THE DETAILS OF THE DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
As on the date of this Report, there was no one time settlement done hence there was no
requirement to obtain valuation report. Therefore the need of valuation does not arise.
31. THE DETAILS OF AN APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
As on the date of this Report, Company has no proceedings pending cases under the
Insolvency and Bankruptcy Code, 2016
32. GREEN INITIATIVES
In the line with the ‘Green initiative, the Company has affected electronic
delivery of the Annual Report 2022-
23 are sent to all members whose email addresses are registered with the Company/
Depository Participant(s). Your Company would encourage other Members also to register
themselves for receiving Annual Report in electronic form.
33. ACKNOWLEDGEMENT
We thank our customers, vendors, investors, bankers for their continued support during
the year. We place on record our appreciation of the contribution made by our employees at
all levels. Our consistent growth was made possible by their hard work, cooperation and
support.
|
On behalf of the Board |
|
BHUPENDRA DALAL |
| Place: Mumbai |
Chairman |
| Date: August 7, 2023 |
(DIN: 00061492) |
+91-9892691696
