Dear Shareholders,
Your directors are pleased to present their 39th Annual Report of the
Company along with the statement of Accounts for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
Year Ended |
Year Ended |
|
31.03.2023 |
31.03.2022 |
Gross Income from Sales & other operations |
864.85 |
1809.27 |
Profit / (Loss) before depreciation and taxes |
(31.69) |
(203.02) |
Less: Depreciation |
3.01 |
6,72 |
Profit / (Loss) before taxes |
(34.70) |
(209.74) |
Less: Provision for taxes including deferred taxes (reversed) |
(0.27) |
(2.02) |
Profit / (Loss) after taxes |
(34.43) |
(207.72) |
Profit / (Loss) carried forward to Reserves & Surplus |
(34.43) |
(207.72) |
Earnings Per Share (in Rs.) |
(1.061) |
(6.40) |
2. PERFORMANCE
During the year under review, your company has achieved total revenue of Rs. 864.85
Lakhs. After reporting all the expenses under review, your company reported a loss of Rs.
34.43/- lakhs for fiscal year 2022-23. During the year under review, there was no change
in the nature of the business.
3. DIVIDEND
Due to the loss suffered by the Company, your directors express their inability to
recommend dividend for the financial year ended on March 31, 2023.
4. RESERVES
During the year under review, the Company has not transferred any amount to the General
Reserve. Losses incurred were adjusted against the general reserve and earlier tax
adjustments were made. The General Reserve of the Company stood at Rs. 41.17/- Lakhs as of
March 31, 2023.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
6. SHARE CAPITAL
Authorized Share Capital:
The Authorized Share Capital of the Company as of March 31, 2023, stood at Rs.
3,50,00,000/- (Rupees
Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) equity shares
of Rs. 10/- each.
Issued, Subscribed and Paid-up Equity Share Capital:
The Issued, Subscribed and paid-up Equity Share Capital as of March 31, 2023, stood at
Rs. 3,24,50,000/- (Three Crores Twenty-Four Lakhs Fifty Thousand Only) divided into
32,45,000 (Thirty-Two Lakhs Forty-Five Thousand) equity shares of Rs. 10/- each. During
the year under review, there was no change in the Companys Issued, Subscribed and
Paid-up Equity Share Capital. The Company has not issued shares or convertible securities
or shares with differential voting rights nor has granted any stock options or sweat
equity or warrants.
7. DEPOSITS
During the year under review, your Company did not accept any deposit within the
meaning of the provisions of Chapter V Acceptance of Deposits by Companies read with the
Companies (Acceptance of Deposits) Rules, 2014.
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following
Directors on its Board:
Sr. No. |
Name of the Director |
Category |
Date of Appointment |
Date of Resignation |
Change in Designation |
1. |
Pallavi Mittal |
Managing Director |
13/01/2017 |
- |
13/06/2023 |
|
2. |
Rajesh Goel |
Independent, Non- |
17/02/2016 |
05/04/2023 |
- |
|
|
|
Executive Director |
|
|
|
|
3. |
Kamna |
Non-Executive, Non- Independent Director |
26/08/2019 |
30/05/2023 |
- |
|
4. |
Shashank Shekhar Chaturvedi |
Independent, Non- Executive Director |
12/11/2019 |
13/06/2023 |
- |
|
5. |
Naveena Kunjaru Kumar |
Managing Director and Chairman |
13/06/2023 |
- |
- |
|
6. |
Akshay Nawale Vijay |
Executive Director & CFO |
30/05/2023 |
- |
13/06/2023 |
|
7. |
Sanjay Devlekar Atmaram |
Additional Non Executive Independent Director |
30/05/2023 |
- |
- |
|
8. |
Pradeep Karn Kumar |
CFO |
14/01/2022 |
28/02/2023 |
- |
|
9. |
Vishakha Jadhav Umesh |
Additional Non- Executive Independent |
17/04/2023 |
- |
- |
|
10. |
Rajgopalan Srinivasa Iyengar |
Director Additional Executive Independent Director |
Non- |
27/06/2023 |
- |
- |
During the period under review, following changes took place in the Board of Directors
of the Company:
1. Change in designation of Ms. Pallavi (DIN: 07704583) from Managing director to
Non-executive Director of the company as per recommendation of Nomination and Remuneration
Committee effective from June 13, 2023;
2. Appointment of Mr. Naveena Kumar Kunjaru (DIN: 07087891) as Managing Director and
Chairman of the Company as per recommendation of Nomination and Remuneration Committee for
the term of five (05) consecutive term effective from June 13, 2023;
3. Resignation of Mr. Shashank Shekhar Chaturvedi (DIN: 08605043) from the post of
Non-executive Independent Director of the Company effective from June 13, 2023;
4. Appointment of Mr. Akshay Vijay Nawale (DIN: 07597069) as an additional director
(Non-Executive, Independent Director) as per recommendation of Nomination and Remuneration
Committee on the Board of the Company w.e.f. May 30, 2023, not liable to retire by
rotation;
5. Change in designation of Mr. Akshay Nawale (DIN: 07597069) from Additional
Independent Director to Executive Director and Chief Financial Officer (CFO) of the
company as per recommendation of Nomination and Remuneration Committee effective from June
13, 2023;
6. Appointment of Mr. Sanjay Atmaram Devlekar (DIN: 07847440) as an additional director
(Non-Executive, Independent Director) as per recommendation of Nomination and Remuneration
Committee on the Board of the Company w.e.f. May 30, 2023;
7. Resignation of Ms. Kamna (DIN: 07865460), from the post of Non-Executive,
Non-Independent Director of the company w.e.f. May 30, 2023;
8. Resignation of Mr. Pradeep Kumar Karn from the post of CFO of the company w.e.f.
February 28, 2023;
9. Resignation of Mr. Rajesh Goel from the post of Non-Executive Independent Director
of the company w.e.f. April 05, 2023;
10. Appointment of Ms. Vishakha Umesh Jadhav (DIN: 10064103) as an Additional Director
(Non-Executive, Independent Director) with effect from April 17, 2023;
11. Appointment of Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) as on
(Non-Executive,
Independent Director) of the company w.e.f. June 27, 2023.
The Company is in compliance with the composition of the Board of Directors in terms of
the Companies Act, 2013. All Independent Directors have confirmed that they have met the
criteria as mentioned under Section
149(7) of the Companies Act, 2013 ("Act").
KEY MANAGERIAL PERSONNEL
The following persons are the Key Managerial Personnel (KMPs) of the Company in
accordance with the provisions of Section 203 of Companies Act, 2013 and rules made there
under:
Name of KMPs |
Designation |
Mr. Pradeep Kumar Karn* |
Chief Financial Officer |
|
(Up to February 28, 2023) |
Mr. Akshay Vijay Nawale* |
Chief Financial Officer |
|
(With Effect from June 13, 2023) |
Ms. Preeti Kataria** |
Company Secretary & Compliance Officer |
|
(Up to June 18, 2022) |
Ms. Kajal Mittal** |
Company Secretary & Compliance Officer |
|
(with effect from July 21, 2022, up to May 30, 2023) |
Ms. Komal Soni |
Company Secretary & Compliance Officer |
|
(with effect from June 01, 2023, up to July 22, 2023) |
Ms. Urmi Shah |
Company Secretary & Compliance Officer |
|
(with effect from July 22, 2023) |
*During the year under review, Mr. Pradeep Kumar Karn has resigned from the post of
Chief Financial Officer with effect from February 28, 2023.
Further, in his place Mr. Akshay Vijay Nawale is appointed by the board of directors as
Chief Financial Officer of the Company with effect from June 13, 2023 in the board meeting
held on June 13, 2023.
**During the year under review, Ms. Preeti Kataria has resigned from the post of
Company Secretary & Compliance Officer with effect from June 18, 2022 and in her place
Ms. Kajal Mittal is appointed by the Board of Directors as Company Secretary &
Compliance Officer of the Company with effect from July21, 2022 in the Board Meeting held
on July21, 2022.
Further, During the year under review following changes took place in the Key
Managerial Persons:
1. Appointment of Ms. Komal Soni (ACS: 69534) associate member of The Institute
of Company Secretaries of India is appointed as Company Secretary and Compliance
Officer of the Company w.e.f.
June 01, 2023;
2. Resignation of Ms. Kajal Mittal (ACS: A58861) from the post of company secretary and
compliance officer of the company w.e.f. May 30, 2023;
3. Resignation of Ms. Komal Soni (ICSI Mem No. A69534) from the position of company
secretary and compliance officer of the company w.e.f. July 22, 2023;
4. Appointment of Ms. Urmi Haresh Shah (ICSI Mem No. A70885) as a company secretary and
compliance officer of the company w.e.f. July 22, 2023.
9. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the
Company has received necessary declaration from all the Independent Directors of the
Company. All Independent Directors of the Company have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Act, Regulation
16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors, fulfill the conditions of independence specified in Section 149(6) of the Act
and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have
also confirmed that they have complied with the Companys Code of Business Conduct
& Ethics.
10. NUMBER OF BOARD MEETINGS HELD
The Board meets at regular intervals to discuss and decide on policy and strategy apart
from other business discussions.
During the Financial Year under review 07 (Seven) meetings of the Board of Directors
were held. The dates on which the said meetings were held:
1. May 30, 2022
2. July 21, 2022
3. August 12, 2022
4. August 25, 2022
5. November 14, 2022
6. February 13, 2023
7. February 28, 2023.
In respect of the above meetings the proper notices were given and the proceedings were
properly recorded and the intervening gap between the Meetings was within the period
prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
11. COMMITTEES OF THE BOARD
The Board has constituted the following committees in compliance with the Companies
Act, 2013:
Audit Committee:
The Audit Committee of the Company is constituted/re-constituted in line with the
provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015 read with Section 177 of the Companies Act, 2013.The Audit Committee is
constituted in line to monitor and provide effective supervision of the managements
financial reporting process, to ensure accurate and timely disclosures, with the highest
level of transparency, integrity, and quality of Financial Reporting.
The Audit Committee of the Company consists of Mr. Rajesh Goel as Chairman, Ms. Pallavi
Mittal and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The Composition
and Terms of Reference of the Audit Committee are in line with Section 177 of the
Companies Act, 2013 and rules made thereunder. During the Financial Year under review 05
(Five) meetings of the Audit Committee were convened and held. The dates on which the said
meetings were held:
1. May 30, 2022
2. August 12, 2022
3. August 25, 2022
4. November 14, 2022
5. February 13, 2023
The members of the Committee are people with the ability to read and understand the
Financial Statement. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Further, there have been no instances where the Board has not accepted any
recommendation of the Committee. The necessary quorum was present at all the Meetings.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company is constituted/reconstituted
in line with the provisions of Regulation 19 of SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee recommends the appointment of Directors and
remuneration of such Directors. The level and structure of appointment and remuneration of
all Key Managerial personnel and Senior Management Personnel of the Company, as per the
Remuneration Policy, is also overseen by this Committee.
The Nomination and Remuneration Committee of the Company consists of Mr. Rajesh Goel as
Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The
Composition and Terms of Reference of the Nomination and Remuneration Committee are in
line with Section 178 of the Companies Act, 2013 and rules made thereunder.
During the Financial Year under review 02 (Two) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
1. June 18, 2022
2. July 21, 2022
Further, the necessary quorum was present at all the meetings.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee of the Company consists of Mr. Rajesh Goel as
Chairman, Ms. Kamna and Mr. Shashank Shekhar Chaturvedi as Members as at 31.03.2023. The
Composition and Terms of Reference of the Stakeholders Relationship Committee are in line
with Section 178 of the Companies Act, 2013 and rules made thereunder. During the
Financial Year under review 01 (One) meeting of the Stakeholders Relationship Committee
was convened and held. The dates on which the said meetings were held:
1. June 18, 2022
Further, the members of the Committee effectively address shareholders
grievances. The necessary quorum was present at all the meetings. No complaints remained
unattended/ pending for more than thirty days. The Company has no share transfers/
transmission pending as on March 31, 2023. Further, no shareholders complaint/ grievance
was received under SCORES during the Financial Year 2022-2023. The Company
also obtains a Certificate of Compliance with the share transfer formalities from a
Practicing Company Secretary as required under Regulation 40(9) of SEBI Listing
Regulations and has submitted a copy of the said certificate with the Stock Exchange on
yearly basis. Attendance Details of Board and Committee Meetings held during the Financial
Year 2022-23: The details of meetings attended by the Members of Board as well as
Committees are as follows:
Name of |
Category |
No. of Board |
No. of Committee Meetings Attended |
Director |
|
Meetings attended |
Audit |
Nomination and Remuneration |
Stakeholders Relationship |
Pallavi Mittal |
Executive Director |
7 Out of 7 |
5 Out of 5 |
NA |
NA |
Rajesh Goel |
Independent, |
7 Out of 7 |
5 Out of 5 |
2 Out of 2 |
1 Out of 1 |
|
Non-Executive Director |
|
|
|
|
Kamna |
Non-Executive Director |
7 Out of 7 |
NA |
2 Out of 2 |
1 Out of 1 |
Shashank |
Independent, |
7 Out of 7 |
5 Out of 5 |
2 Out of 2 |
1 Out of 1 |
Shekhar Chaturvedi |
Non-Executive Director |
|
|
|
|
12. MEETING OF INDEPENDENT DIRECTOR
During the Financial Year under review 01 (One) meetings of the Independent Directors
were held. The dates on which the said meetings were held: June 18, 2022
13. ANNUAL RETURN
The Annual Return of the Company, pursuant to sub-section 3(a) of Section 134 and the
provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 for the financial year 2022-23 in the Form MGT-9 has been
uploaded on Companys website and the web link for the same is
https://aayushfoods.com/corporate-announcements.
14. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India (ICSI).
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, 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 along with proper explanation relating
to material departures. b) The Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period. c) The Directors
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. d) The Directors have
prepared the annual accounts on a going concern basis. e) The Directors have laid down
proper Internal Financial Controls ("IFC") and such IFC are adequate and were
operating effectively. f) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the
limits set out in the said rules. The information required pursuant to Section 197 of
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and accounts are being sent
to the members and other entitled thereto, excluding the information on employee's
particulars which is available for inspection by the members at the Registered office of
the Company during business hours on working days of the Company up to the date of ensuing
Annual General Meeting. If any member is interested in inspecting the same, such a member
may write to the Company Secretary in advance.
There were no employees having remuneration in excess of the limits as provided under
the said act or rules.
17. FORMAL ANNUAL/BOARD EVALUATION
Pursuant to the Section 134(3) of the Companies Act, 2013, the Board of Directors has
carried out an annual evaluation of its own performance, Board committees and individual
directors pursuant to the provisions of the Act and the corporate governance requirements
as prescribed by Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors based on the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members based on the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors based on the criteria such as the contribution of the individual
director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, 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 executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
The Board evaluated the performance of Independent Directors and Individual Directors
considering various parameters such as their familiarity with the Company's vision,
policies, values, code of conduct, their attendance at Board and Committee Meetings,
whether they participate in the meetings constructively by providing inputs and provide
suggestions to the Management/Board in areas of domain expertise, whether they seek
clarifications by raising appropriate issues on the presentations made by the
Management/reports placed before the Board, practice confidentiality, etc. It was observed
that the Directors discharged their responsibilities in an effective manner. The Directors
possess integrity, expertise and experience in their respective fields.
18. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee recommends to the Board, the Companys
policy on Directors, Key Managerial Personnel and Senior Management appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of director and other matters as per Section 178(3) of the Companies Act,
2013. During the financial year under review, no changes have been made to the said
Policy. The Nomination and Remuneration Policy is available on the Companys website
and the web link for the same is
https://www.aayushfoods.com/files/corporateannouncements/ca_policy_0012.pdf.
Further as mandated by proviso to Section 178(4) of the Companies Act, 2013, Nomination
and Remuneration Policy is annexed as "Annexure-A" hereto and forms part of this
report.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details 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 forming a
part of this Annual Report.
20. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES AND HOLDING COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company and
Holding Company as on March 31, 2023. Hence, the Company has not enclosed Form AOC-1.
21. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,
2015 (Listing Regulations), the Management Discussion and Analysis Report
is presented in a separate section forming part of this Annual Report as
"Annexure-B".
22. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.
23. RELATED PARTY TRANSACTIONS
All related party contracts/arrangements/transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
During the year under review, the Company had not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance with
section 188 of the companies act, 2013, Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
policy of the Company on materiality of related party transactions. There were no
materially significant related party transactions made by the Company which may have a
potential conflict of interest with its Promoters, Directors, Key Managerial Personnel, or
other persons. All such Related Party Transactions are placed before the Audit Committee
for approval, wherever applicable.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 (attached as "Annexure-C") is
not applicable. For further details, please refer to the notes (refer Note 27) to the
financial statements.
24. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of
the Act and Rules framed thereunder.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company in accordance with Section 177 (9) of the Companies Act, 2013 has
established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of Companys code of
conduct or grievances & to provide adequate safeguards against victimization of
persons who may use such mechanism. The mechanism provides for direct access to the
Ombudsperson appointed by the Company to receive all such complaints under this policy and
ensure appropriate action.
The Audit Committee reviews and ensures the adequacy of the system laid down by the
Company for the said purpose and no concern was reported during the financial year ended
March 31, 2023. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the
Company and the web link for the same is
https://www.aayushfoods.com/files/corporate-announcements/ca_policy_0011.pdf.
26. CORPORATE GOVERNANCE
Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance
with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20,
21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V shall not applicable to the Company as
the paid up equity share capital of the Company is Rs. 3,24,50,000/- (Rupees Three Crores
Twenty-Four Lakhs Fifty Thousand Only) and net worth of the Company is Rs. 4,40,67,000/-
(Rupees Four Crores Forty Lakhs Sixty-Seven Thousand Only) as on the last day of the
previous financial year i.e., March 31, 2023, which is not exceeding Rs. 10 Crores and Rs.
25 Crores, respectively as per the latest audited Financial Statements as of March 31,
2023.
Whenever this regulation becomes applicable to the Company at a later date, the Company
shall comply with the requirements of this regulation within six months from the date on
which such provisions became applicable to the Company.
27. RISK MANAGEMENT
The Company has already identified the key risks areas which may affect the business
goals and periodically revisits the relevance of the identified risks and progress of the
mitigation plans undertaken. The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act. It establishes various levels of accountability
and overview within the Company.
The Audit Committee of the Board of the Company has been entrusted with the task to
frame, implement and monitor the risk management plan for the Company and it is
responsible for reviewing the risk management plan and ensuring its effectiveness with an
additional oversight in the area of financial risks and controls.
28. PREVENTION OF INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the code of practices and procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("Code"), as approved by
the Board is in force. The objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any price sensitive information and to prevent
any insider trading activity by dealing in shares of the Company by its Directors,
designated persons and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated employees and other
employees from trading in the securities of Aayush Food and Herbs Limited at the time when
there is unpublished price sensitive information.
29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
During the year under review, no shares were held in the Demat suspense account or
unclaimed suspense account of the Company.
30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2022-23:
No. of complaints received NIL No. of complaints disposed of NIL
31. MATERIAL CHANGES OR COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
Change of Registered office of the company:
Shifting of Registered office of the company within local limits i. e. from 370-A/2,
1st Floor, Chirag Delhi New Delhi South Delhi 110017 to 55, 2nd Floor, Lane 2, Westend
Marg, Saidullajab, Near Saket Metro Station, New Delhi, Delhi 110030. Except above, there
were no material changes or commitments affecting the financial position of the company
which has occurred between the end of Financial Year March 31, 2023, and the date of this
report.
32. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and Companys operations in future.
33. GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the
Corporate Governance" by allowing paperless compliances by the companies. Further, as
per the provisions of Companies Act, 2013, the Company may send financial statements and
other documents by electronic mode to its members. Your Company has decided to join the
MCA in an environmentally friendly initiative. Accordingly, henceforth the company propose
to send documents such as Notice of the General Meetings, Annual Report and other
communication to its shareholders via electronic mode to the registered e-mail addresses
of shareholders. To support this green initiative of the Government in full measure,
shareholders are requested to register/ update their latest e-mail addresses with their
Depository Participant (D.P.) with whom they are having Demat A/c or send the same to the
Company via e-mail at aayushfoodherbs@gmail.com. We solicit your valuable co-operation and
support in our endeavor to contribute our bit to the environment.
34. LISTING OF SECURITIES, LISTING FEES AND ANNUAL CUSTODY FEES
The Securities of the Company are listed on BSE Limited (Scrip Code: 539528) and
Metropolitan Stock Exchange of India Limited (Symbol: AAYUSH). The Company has paid the
listing fee to the Stock Exchanges for the financial year 2023-2024. The Company has also
made the payment of Annual Custody fee to National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) for the financial year 2023-2024.
35. DEMATERIALISATION OF SECURITIES
Your Company has already established connectivity with both the Depositories i.e.,
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) to facilitate the holding and trading of securities in electronic form. The
shareholders, who have not gone in for dematerialization of shares till date, are
requested to opt for dematerialization of the shares at the earliest. As per notifications
and circulars issued by the Securities and Exchange Board of India (SEBI) from time to
time, the shares of the Company can be transferred only in dematerialized form. Members
are advised to dematerialize share(s) in the Company to facilitate transfer of share(s).
The ISIN of the company is INE430R01015. Accordingly, all the shareholders, Investors,
Members of the Stock Exchanges, Depository
Participants and all other concerned are requested to send all communication in respect
of Share Transfer, Transmission/ Transposition, Demat/Remat and Change of Address etc. to
our Registrar and Share Transfer Agent at below mentioned address:
Beetal Financial & Computer Services (P) Ltd.
Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukh
Dass Mandir, New Delhi 110062 Ph. # 011-29961281 Fax # 011-29961284 E-Mail:
beetalrta@gmail.com Website: www.beetalfinancial.com
In case any query/complaint remains unresolved with our Registrar and Share Transfer
Agent of the Company please write to the Company Secretary at the registered office of the
Company.
36. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
37. HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent, and
meritocratic culture to nurture this asset. The Company recognizes people as its most
valuable asset and The Company has kept a sharp focus on Employee Engagement. The
Companys Human Resources are commensurate with the size, nature and operations of
the Company.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 ("the Act") read
with rule 8(3) of the
Companies (Accounts) Rules, 2014 are annexed at "Annexure-D".
39. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
& REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under Section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure E" to
this Report. The Statement containing the particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules
(if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. As per the
provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the
Accounts are being sent to all the members of the Company, excluding the information
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of
Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining
such information may write to the Company Secretary at the Registered Office. The said
information is also available for inspection at the Registered Office during working hours
up to the date of the ensuing Annual General Meeting.
40. FAMILIARISATION PROGRAMMES:
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarization programme. The
Company also conducts an orientation programme for the induction of new Directors, as well
as other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Companys website
www.aayushfoods.com.
41. AUDITORS AND THEIR REPORT
STATUTORY AUDITORS
The Auditors Report for the financial year ended March 31, 2023, does not contain
any qualification, reservation or adverse remarks. All Observations made in the
Independent Auditors Report and Notes forming part of the Financial Statements are
self-explanatory and do not call for any further comments and also, there is no incident
of fraud requiring reporting by the auditors under section 143(12) of the
Companies Act, 2013 during the year. The Auditors report is enclosed with the
financial statements in this Auditors Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company have appointed M/s. Prachi Bansal and Associates, Company
Secretary in Practice (C.P. No. 23670) to undertake the Secretarial Audit of the Company
for the financial year 2022-2023. The Company has received consent from M/s. Prachi Bansal
and Associates, Company Secretary to act as the auditor for conducting audit of the
secretarial records for the financial year ending March 31, 2023.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended March 31, 2023, does not
contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit
Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to
the Report. ("Annexure-F")
COST AUDITOR
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
42. CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision making in the conduct of professional work. The Code
of Conduct ensures that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually.
43. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the reporting period, no application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).
44. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as and when they are made mandatory.
45. WEBSITE OF THE COMPANY
Your Company maintains a website www.aayushfoods.com where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
46. INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed a cordial relationship with workers
and employees at all levels.
47. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) of the Companies Act, 2013.
48. ACKNOWLEDGEMENT
The Board of Directors of the Company wish to place on record their sincere thanks to
the shareholders for their co-operation, faith and confidence in the management of the
Company. The Companys endeavor would be to merit the confidence reposed in it by its
stakeholders. Your Board acknowledges the support and co-operation received from all the
regulatory authorities of the Central Government and State Government, respectively. It
also expresses its sincere appreciation of the employees at all levels for being
encouraged to meet several challenges encountered and look forward to their valuable
support and commitment in the times ahead.
By Order of the Board of Directors |
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For Aayush Food and Herbs Limited |
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Sd/- |
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Naveenakumar Kunjaru |
Pallavi Mittal |
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Managing Director |
Director |
Date: September 05, 2023 |
DIN: 07087891 |
DIN: 07704583 |
Place: New Delhi |
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