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Patanjali Foods Ltd.

BSE: 500368 | NSE: PATANJALI |

Shares falling in the `Trade-to-Trade` or `T-segment` are traded in this series and no intraday is allowed. This means trades can only be settled by accepting or giving the delivery of shares.
Series: BE | ISIN: INE619A01035 | SECTOR: Vegetable Oils & Products

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Annual Report

For Year :
2022 2021 2018 2015 2014 2013 2012 2011 2010

Director’s Report

Your Board of Directors have pleasure in presenting the Thirty Sixth (36th) Directors’ Report together with the audited financial statements of the Company for the financial year ended March 31, 2022.

CHANGE OF NAME

Members of the Company are hereby informed that the Company was acquired by the consortium led by Patanjali Ayurved Limited pursuant to a resolution plan, which was duly approved by the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) order(s) dated July 24, 2019 read with order dated September 04, 2019, under corporate insolvency resolution process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016 (“Code”). Presently, the Company is part of the Patanjali group which holds 80.82% of the paid up equity share capital of the company.

Members may note that the Company is presently engaged in the business of edible oils, vanaspati, food, nutraceutical and

health products. However, the Company’s name “Ruchi Soya Industries Limited” contained only “soya” in its name and hence, it no longer justified with all the commercial activities being undertaken by the Company. Accordingly, to depict the rich legacy and brand name of the Patanjali group in name of the Company, the Board of Directors of the Company at their meeting held on April 10, 2022 decided to change the name of the Company from “Ruchi Soya Industries Limited” to “Patanjali Foods Limited” or any other name as may be approved by Registrar of Companies, Maharashtra, Mumbai. In this regard, the name of the Company is changed from Ruchi Soya Industries Limited to Patanjali Foods Limited pursuant to Special Resolution passed by the members through postal ballot (conducted through remote e-voting) concluded on June 22, 2022 and thereafter the Registrar of Companies, Maharashtra, Mumbai, issued a fresh certificate of incorporation on June 24, 2022 reflecting the new name of the Company. The new symbol issued by BSE Limited and National Stock Exchange of India Limited is PATANJALI.


FINANCIAL PERFORMANCE

The summarized financial performance highlight is presented in the table below:

C in Lakh)

Particulars

Financial Year

2021-22

2020-21

Total Income (including other income)

24,28,438.22

16,38,297.71

Less: Total expenses other than Finance Cost and Depreciation

22,71,839.53

15,36,460.73

Profit/ (Loss) before Depreciation, Finance Cost and Tax

1,56,598.69

1,01,836.98

Less: Finance Cost

35,487.79

37,071.87

Less: Depreciation, amortization and impairment expenses

13,672.75

13,325.09

Profit for the year before tax

1,07,438.15

51,440.02

Total Tax Expenses

26,807.26

(16,637.16)

Net Profit for the year after tax

80,630.89

68,077.18

Add: Items that will not be reclassified to statement of profit or loss

1,222.70

1,073.95

Add: Items that will be classified to statement of profit or loss

8.68

-

Total comprehensive income for the year

81,862.27

69,151.13

STATE OF COMPANY’S AFFAIRS

Your company has achieved a total income of '' 24,28,438.22 lakh during the year under review as against ''16,38,297.71 lakh in the previous financial year. The net profit after tax of the company for the year under review was '' 80,630.89 lakh as against '' 68,077.18 lakh for the previous year.

The export of the company during the year under review was '' 30,439.59 lakh as compared to '' 40,498.44 lakh during the last financial year. Despite of lock down across the country due to second wave of COVID-19 pandemic, most of the plants of your Company were in operation utilizing maximum capacity of the same.

Inspired by this Vision, your directors look forward to the future with confidence and stand committed to create an even brighter future for all stakeholders.

FURTHER ISSUE OF SHARES

In compliance of the Order dated July 24, 2019 read with Order dated September 04, 2019 passed by Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench under section 31 of the Insolvency and Bankruptcy Code, 2016, your Company had allotted 29,25,00,000 Equity Shares in favour of the shareholders of Patanjali Consortium Adhigrahan Private Limited, which had been amalgamated with your Company. Subsequent to this allotment of 29,25,00,000 Equity Shares, the minimum public shareholding (“MPS”) in your Company reduced to 1.13%. Further, to comply with the provisions of minimum public shareholding under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and to comply with continuous listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”), as amended, the minimum public shareholding has to be increased to 25% within a maximum period of three years from the date of such fall, in the manner specified by SEBI and if the public shareholding falls below 10% (ten per cent), the same shall be increased to at least 10% (ten per cent), within a maximum period of 18 (eighteen) months from the date of such fall, in the manner specified by SEBI which has to be achieved by your Company. Your Company is required to increase its public shareholding so that it can achieve the minimum public shareholding in compliance with the requirements of rule 19A of the Securities Contracts (Regulation) Rules, 1957 (SCRR).

In compliance of the same, your Company has successfully launched the Further Public Offer (FPO) and allotted 6,61,53,846 equity shares amounting to '' 4,300 crore. Subsequent to allotment of such shares, the minimum public shareholding reached to 19.18%. Nonetheless, the Promoters are further required to dilute at least 5.82% of their shareholding (in accordance with the methods prescribed under applicable laws) to ensure that your Company achieves 25% public shareholding as envisaged under Rule 19A of the SCRR. In order to achieve the same, that too in a timely manner, your Company is continuously exploring various other options as prescribed by SEBI.

TRANSFER TO RESERVES

During the year under review, no amount was proposed to be transferred to Reserves. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2022, please refer to the Statement of Changes in Equity included in the financial statements.


FUTURE OUTLOOK

The Financial Year 2022 was marked by uncertain and challenging bu sine s s environment due to c ontinue d covid pandemic, geopolitical tensions, continuation of logistic / supply chain disruptions, high inflation, and unprecedented commodity price volatility. Your company successfully navigated through the dynamic business and operating environment and demonstrated superior financial performance.

Your company has put in place elaborate strategic framework with an objective of creating value for stakeholders. The framework lays down clear cut roadmap to transform company’s business DNA from largely commodity orientation to FMCG and FMHG orientation. Your company has created multiple growth drivers — and has taken several initiatives to create high margin — high growth business with an aspiration to be internationally recognized leading Food, FMCG and FMHG Company. Some of the Key initiatives include launch of Nutraceutical business vertical and acquisition of Biscuits, Breakfast Cereals and Noodles business. In FY 2022-23, the company has acquired the Food business of Patanjali Ayurved Limited comprising of over 242 products across 8 different categories. Your company is expecting this acquisition to double the share of FMCG business within overall portfolio. In addition, the company is expanding distribution base of FMCG business internationally and constituted specialized team towards exports. Your management is confident that these businesses will create new frontiers of growth for the company. With these new initiatives, your company aspires to become large and diversified conglomerate with multiple growth in revenues over next decade.

Your company has an experienced talent pool that has enabled the Company to grow profitably amid challenging environment. Your company has been recognized ‘Great Place to Work’. The continued emphasis on training and capacity building of our resource pool has strengthened company’s capability to deliver critical outcome on the vectors of strategic impact, operational efficiency and capital productivity. Decentralized decision making and team empowerment across levels has helped company in attaining operational excellence, being market responsive and agile. Alignment of all company employees to a shared vision and purpose has enabled us to effortlessly execute complex business decisions to emerge in leader position across various businesses in a diverse, complex and continuously evolving Indian market.

The strategic interventions, experienced and dedicated talent pool, and high standards of corporate governance has set the stage for your company to leverage emergent market opportunities that will create value for the stakeholders.

DIVIDEND

Your Directors recommend payment of dividend at the rate of 0.0001% on 1,79,22,540 - 0.0001% Non-Convertible Redeemable Cumulative Preference Shares of '' 100/- each and of '' 5/- (Rupee Five Only) per equity share being 250% of face value of '' 2/- (Rupee Two Only) for financial year ended March 31, 2022. The payment of dividend is subject to approval of shareholders at 36th Annual General Meeting (“AGM”) of the Company.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend recommended is in accordance with the parameters and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy is available at the web link http://www.patanjalifoods.com/policies/ Dividend_Distribution_Policy_of_the_Company.pdf in terms of Regulation 43A of Listing Regulations.

DEPOSITS

During the year under review, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of Listing Regulations for preparation of consolidated financial statements, are not applicable to your Company. A separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this annual report.

Subsidiaries

During the year under review, there was no subsidiary of the Company.

Associate

GHI Energy Private Limited (“GHI”) was an associate of the Company with the Company holding 49% of the paid up equity

share capital of GHI. However, GHI issued further equity shares on 13th May, 2019 without consent of the Company as a result of which Company’s equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Hon’ble National Company Law Tribunal, Chennai Bench (“Hon’ble Tribunal”) for reduction of capital under section 66 of the Companies Act, 2013. Accordingly, pending confirmation of the Hon’ble Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Hon’ble Tribunal and such capital reduction, being effective, the paid up equity share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture of the Company, is under voluntary liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a joint venture of the Company, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)Directors

There was no change in composition of Board of Directors of the Company during the year under review.

As on March 31, 2022, following is the composition of the Board of Directors of the Company:

. 6 w Z

Name of Director

Category

1.

Shri Acharya Balkrishna

Non-Executive-Non Independent Director Chairperson

2.

Shri Swami Ramdev

Non-Executive-Non Independent Director

3.

Shri Ram Bharat

Executive - Managing Director

4.

Shri Girish Kumar Ahuja

Non-Executive-Independent

Director

5.

Shri Tejendra Mohan Bhasin

Non-Executive-Independent

Director

6.

Mrs. Gyan Sudha Misra

Non-Executive-Independent

Director

Key Managerial Personnel

There was no change in composition of KMP during the year under review. However, after closure of financial year Shri

Sanjay Kumar resigned from the office of the Chief Financial Officer (“CFO”) of the Company with effect from June 30, 2022. The Board takes on record the valuable contribution made by him during his tenure with the company.

Shri Kumar Rajesh, Head-Strategic Finance, Special Projects and Treasury Management of the Company has been appointed as Chief Financial Officer (KMP) of the Company with effect from July 1, 2022.

As on date, your Company has following key managerial personnel:

. 6 w Z

Name of Key Managerial Personnel

Category

1.

Shri Ram Bharat

Managing Director (MD)

2.

Shri Sanjeev Kumar Asthana

Chief Executive Officer

(CEO)

3.

Shri Kumar Rajesh

Chief Financial Officer

(CFO)

4.

Shri Ramji Lal Gupta

Company Secretary (CS)

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each of the independent directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules and rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3) (e) and Section 178 (3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is available at the weblink http://wwwpatanjalifoods.com/ policies/Remuneration_and_Board_Diversity_Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As prescribed under Section 197(12) of the Companies Act, 2013 (“Act”) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

NUMBER OF MEETINGS OF THE BOARD

There were Fourteen (14) meetings of the Board of Directors held during the financial year under review For attendance and other details, please refer the Corporate Governance Report which forms part of the Annual Report 2021-22.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria is as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report attached as Annexure to this report.

The Company has put in place a policy containing, inter-alia, the criteria for performance evaluation of the Board, its Committees and individual Directors (including independent directors).

DIRECTORS’ RESPONSIBILITY STATEMENT

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 including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Company’s internal financial control were adequate and effective during financial year 2021-22.

Accordingly, as required under section 134(3) (c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. the board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND THEIR REPORTS Statutory Auditor

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No. 101720W/ W100355) were appointed as the Statutory Auditors of your Company to hold office from the conclusion of 31stAGM till the conclusion of the 36th AGM. They will be completing their first term of five consecutive years as the statutory auditors of the company at the conclusion of this 36thAGM of the Company.

Pursuant to Section 139(2) of the Act, the Company can appoint an auditors firm for a second term of five consecutive years. M/s. Chaturvedi & Shah LLP have consented to the said re-appointment, and confirmed that their re-appointment, if made, would be within the limits specified under the Act. They have further confirmed that they are not disqualified to be re-appointed as statutory auditor in terms of the provisions of the Act read with rules made thereunder.

The Board has recommended the members to consider their re-appointment as Statutory Auditors of your Company, for a term of five years, from the conclusion of the ensuing 36th AGM, till the conclusion of 41st AGM of the Company.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2022, which forms part of the Annual Report 2021-22. 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 or comments from the Board of Directors of your Company.

Cost Auditor

The Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2023. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 36th Annual General Meeting of the Company.

Pursuant to provisions of section 134 of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2022 pursuant to section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed Form MR- 3 is annexed to this Report as Annexure II.

Explanations to the observations made in secretarial audit report:

Post closure of the financial year under review, the Company has allotted 6,61,53,846 equity shares of '' 2 each at a premium of '' 648 per share aggregating to '' 4,300 crore through further public offer in favour of non-promoter entities. On allotment of such shares, the public shareholding has reached to 19.18%. The Company is now compliant of minimum public shareholding requirements.

Other observations given by Secretarial Auditor in his secretarial audit report are self-explanatory and do not require further explanation or clarification.

CS Prashant Diwan, Practicing Company Secretary has been re-appointed to conduct the secretarial audit of the Company for the year ending March 31, 2023.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded; and all transactions entered into by Company are authorized, recorded and reported properly.

Internal control systems are integral to the Company’s corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The board/ management is of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/ management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Rep ort, which forms p art of the Annual Report 2021-22.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company which have occurred

between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders’ interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act your Company has formed a Corporate Social Responsibility (CSR) Committee to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the CSR activities undertaken by the Company.

The Company undertakes its CSR activities through Patanjali Yogpeeth Trust. The Company undertakes CSR activities for setting up of Patanjali Wellness Centre at Haridwar, Uttarakhand for promoting naturopathy, yog and ayurved. These activities are in accordance with the Schedule VII to the Act.

The Board of Directors and the CSR Committee review and monitor from time to time the CSR activities being undertaken by the Company.

In compliance with section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company has formed Corporate Social Responsibility (“CSR”) Committee. The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from weblink http://www.patanjalifoods.com/policies/ CSR_Policy.pdf.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), is set out at Annexure III to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure IV.

CHANGE IN SHARE CAPITAL

As on March 31, 2022, the total paid-up equity share capital of your Company was '' 5,916.82 lakh divided into 29,58,41,007 equity shares of '' 2 each fully paid-up and total preference paid-up share capital of your Company was '' 45,000 lakh divided into 4,50,00,000 preference shares of ''100 each fully paid up. During the year under review, there was no change in the share capital of the Company.

The Company has filed Red Herring Prospectus (RHP) and Prospectus with Registrar of Companies (ROC), Mumbai on March 11, 2022 and March 31, 2022 respectively Post closure of financial year under review, Company has allotted 6,61,53,846 equity shares of '' 2 each at a premium of '' 648 per share aggregating to '' 4,300 crore through further public offer. The Company has also redeemed 2,70,77,460 - 0.0001% NonConvertible Cumulative Redeemable Preference Shares of '' 100 each fully paid up amounting to '' 270,77,46,000 out of the proceeds of fresh issue of such shares.

As on date of report, consequent to allotment of equity shares and redemption of preference shares, the capital structure of the Company is as follows:

The paid-up equity share capital of your Company is '' 7,239.90 lakh divided into 36,19,94,853 equity shares of '' 2 each fully paid-up and paid-up preference share capital of your Company is '' 17,922.54 lakh divided into 1,79,22,540 - 0.0001% NonConvertible Cumulative Redeemable Preference Shares of ''100 each fully paid up.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on the financial year ended March 31, 2022 is placed on the Company’s website at http:// www.patanjalifoods.com/investors_annualReturn.php.

SECRETARIAL STANDARDS

Your Company has followed Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE ANDMANAGEMENT DISCUSSION ANDANAYLYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2021-22 along with the requisite certificate issued by Statutory Auditors of your Company regarding compliance of the conditions of Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31, 2022 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of the Annual Report 2021-22.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be accessed on the Company’s website at http://www.patanjalifoods.com/policies/ Policy_on_Materiality_of_Related_Party_Transaction.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

During the year under review, your company has not entered into any contract or arrangement with related parties which could be considered material according to the policy of your Company on materiality of Related Party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 and hence does not form part of this report.

The Company has acquired the food business retail undertaking from Patanjali Ayurved Limited, a related party during current year which has been approved by the shareholders of the

Company by way of postal ballot through remote e-voting on June 22, 2022.

Details of related party transactions entered by the Company during the year 2021-22, in terms of Ind AS-24 have been disclosed in Note No. 35 of the financial statements forming part of this Annual Report.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2022 comprises of the following Directors:

Shri Girish Kumar Ahuja (Chairman), Shri Ram Bharat and Shri Tejendra Mohan Bhasin as members. For attendance and other details, kindly refer the Corporate Governance Report, which forms part of the Annual Report 2021-22. All recommendations of Audit Committee were accepted by the Board of Directors.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of the Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at http://wwwpatanjalifoods.com/ policies/Whistle_Blower_Policy.pdf.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The following is the summary of complaints received and disposed off during the Financial Year 2021-22:

• No. of complaints received: 1

• No. of complaints resolved: 1

• No. of complaints pending for resolution: Nil

APPLICATION/ PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”)

During the year under review, no application was made under IBC against your Company and no proceeding is pending under IBC against the Company.

The Company has filed an application on August 27, 2021 before Hon’ble National Company Law Tribunal at New Delhi (“Hon’ble Tribunal”) to initiate Corporate Insolvency Resolution Process of M/s. B. N. Agritech Limited for its operational debt of '' 5.40 crore. The same is pending before Hon’ble Tribunal

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director of the Company.

b. During the year under review, the Company has not bought back any of its securities/ not issued any sweat

equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights.

c. There was no revision of the previous year’s financial statements during the financial year under review.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank its investors, shareholders, bankers, distributors and other service providers for their continued support. The Directors would like to convey their gratitude to Central Government, State Governments and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Reserve Bank of India, Banks, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.

For and on behalf of the Board of Directors of Patanjali Foods Limited

(Formerly known as Ruchi Soya Industries Limited)

Acharya Balkrishna

Place : Haridwar Chairman

Date : August 10, 2022 DIN:01778007

Director’s Report