Annual Report PAL 2022
Annual Report PAL 2022
Annual Report PAL 2022
ANNUAL REPORT
1. Corporate Information 1
CORPORATE INFORMATION
Board of Directors: Registered Office:
Debenture Trustee
IDBI Trusteeship Services Limited Registrar & Transfer Agent
Ground Floor, Asian Building, 17, R Link Intime India Private Limited
Kamani Rd, Ballard Estate, Fort, C 101, 247 Park, L.B.S Marg,
Mumbai, Maharashtra 400001 Vikhroli West, Mumbai, Maharashtra 400083
Ph No. - 022 4080 7000 Website: www.linkintime.co.in
Toll-free number : 1800 1020 87
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PATANJALI AYURVED LIMITED
CORPORATE IDENTITY NUMBER: U24237DL2006PLC144789
Regd. Office: D-26, Pushpanjali, Bijwasan Enclave, New Delhi-110061
Corp. Off.: Unit III, Patanjali Food & Herbal Park, Vill. Padartha, Haridwar,
Laksar Road, Uttarakhand-249404
Contact: 01334-265370 Email: [email protected];
Website: www.patanjaliayurved.org
NOTICE
SHORTER NOTICE is hereby given that the 16th Annual General Meeting of the Members
of Patanjali Ayurved Limited will be held on Friday, 30th day of September, 2022 at 04:00
P.M. at Unit III, Patanjali Food & Herbal Park, Vill. Padartha, Haridwar, Laksar Road,
Uttarakhand - 249404 to transact the following business: -
ORDINARY BUSINESS: -
1. To receive, consider and adopt the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended on 31st March, 2022, together
with the reports of the Board and Auditors’ thereon
2. To consider, and if thought fit, to appoint Shri Rakesh Mittal (DIN – 06759857) who retires
by rotation and being eligible, offers himself for re-appointment.
To consider and if thought fit, to pass with or without modification(s), the following
resolution as an ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to provision of Sections 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification thereof for the time being in force and
as may be enacted from time to time) and pursuant to the recommendations of the Audit
Committee and the Board of Directors of the Company, approval of the members of the
Company be and is hereby accorded for re-appointment of M/s B.M. Chaturvedi & Co.,
Chartered Accountants (Firm Registration No. 114317W) as Statutory Auditors of the
Company to hold office for further consecutive term of five years from the conclusion of
16th Annual General Meeting until the conclusion of 21st Annual General Meeting of the
Company at a remuneration to be decided by the Audit Committee/Board of Directors
in consultation with the Auditors.”
SPECIAL BUSINESS
To consider and if thought fit, to pass with or without modifications, the following resolution
as an ORDINARY RESOLUTION (S):-
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of the Companies Act, 2013 and and who is eligible for appointment and who has
consented to act as a Director of the Company and in respect of whom the Company
has received a notice in writing from a Member under Section 160(1) of the Act proposing
his candidature for the office of Director, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold office for a term of five
consecutive years commencing from 22nd July 2022 to 21st July,2027.
RESOLVED FURTHER THAT any of the directors of the Company, Shri Y D Arya , Chief
Financial Officer and Shri Vineet Pant, Company Secretary of the Company be and are
hereby severally and/ or jointly authorized to do all such acts, deeds, matters and things
as may be considered necessary in this regard for and on behalf of the Company,
including but not limited to, filing of necessary forms, returns and submissions under the
Act to give effect to this resolution.”
To consider and if thought fit, to pass with or without modifications, the following
resolution as an ORDINARY RESOLUTION (S):-
RESOLVED FURTHER THAT any of the directors of the Company, Shri Y D Arya , Chief
Financial Officer and Shri Vineet Pant, Company Secretary of the Company be and are
hereby severally and/ or jointly authorized to do all such acts, deeds, matters and things
as may be considered necessary in this regard for and on behalf of the Company,
including but not limited to, filing of necessary forms, returns and submissions under the
Act to give effect to this resolution.”
6. Ratification of the remuneration of the cost auditor M/s Balwinder & Associates
To consider and if thought fit, to pass with or without modifications, the following
resolution as an ORDINARY RESOLUTION (S):-
“RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable
provisions, if any, of the Companies Act, 2013, the Companies (Audit and Auditors)
Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof, for the time being in force), the
remuneration of Rs. Six Lakhs Fifty Thousands per annum) plus applicable taxes and
reimbursement of out of pocket expenses payable M/s Balwinder & Associates,
Practicing Cost Accountants (Firm Registration No. 000201) appointed by the Board of
Directors of the Company as Cost Auditors, to conduct the audit of the cost records of
the Company, for the Financial Year 2022-23, be and is hereby approved and ratified.
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By Order of the Board of Directors
For Patanjali Ayurved Limited
Sd/-
(Vineet Pant)
Company Secretary
M. No. F10959
Place: Haridwar
Date: 27.09.2022
NOTES:
1. Relevant Statement pursuant to Section 102 of the Companies Act, 2013, relating to
the Special Business is annexed hereto. The Board of Directors have considered and
decided to include the item No. 4 to 6 given above as Special Business in the
forthcoming AGM, as they are unavoidable in nature
.
6. All documents referred to in the accompanying Notice are open for inspection at the
Registered Office of the Company during office hours on all working days (except
Saturdays, Sundays and public holidays) between 11.00 a.m. and 5.00 p.m. upto the
date of the Annual General Meeting.
7. The Members/ Proxies are requested to bring their attendance slip duly filled along
with the copy of Annual Report to the Meeting.
8. Members are requested to notify to the Company any change in their addresses
specifying full address in block letters with pin code of the post office and their Folio
No. To prevent fraudulent transactions, members are advised to exercise due
diligence and notify the Company of any change in address or demise of any member
as soon as possible.
9. The Register of Directors and Key Managerial Personnel and their shareholding
maintained under Section 170 of the Companies Act, 2013 will be available for
inspection at the Meeting by the Members.
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10. The Register of Contracts, maintained under Section 189 of the Companies Act, 2013
and all the documents as mentioned in the Resolutions and/ or explanatory
statements will be available for inspection by the members at the Registered Office
of the Company.
11. Shareholders seeking any information with regard to Accounts are requested to write
to the Company at an early date so as to enable the management to keep the
information ready.
12. In case of joint holders, attending the meeting, only such joint-holder who is higher in
the order of names will be entitled to vote.
13. Members may also note that the Notice of the 16th Annual General Meeting and the
Annual Report for 2021-22 will also be available on the Company’s website
www.patanjaliayurved.org till the date of AGM. The physical copies of the aforesaid
documents will also be available at the Company’s Registered Office situated at D-
26, Pushpanjali, Bijwasan Enclave, New Delhi-110061 and corporate office situated
at Patanjali Food & Herbal Park, Vill: Padartha, Laksar Road, Haridwar- 249404 for
inspection during normal business hours on working days. For any communication,
the shareholders may also send requests to the Company’s investor email id:
[email protected]
Sd/-
(Vineet Pant)
Company Secretary
M. No. F10959
Place: Haridwar
Date: 27.09.2022
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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ANNEXED AND FORMING PART OF THE NOTICE
Item No. 4
The Board of Directors of the Company had appointed Sadhvi Devvarenya as an Additional
Director in the category of Independent Director of the Company with effect from 22nd July
2022. In accordance with the provisions of Section 161 of Companies Act, 2013, Sadhvi
Devvarenya shall hold office up to the date of the forthcoming Annual General Meeting Hence
his re-appointment as Independent Director of the Company for a further period of five years
requires approval of shareholder.
Further the Nomination and Remuneration Committee has also recommended the Board to
regularise the appointment of Sadhvi Devvarenya as Independent Director for a term of five
years and not liable to retire by rotation.
The Company has also received a declaration from Sadhvi Devvarenya confirming the criteria
of Independence as prescribed under Section 149(6) of the Companies Act, 2013.
Sadhvi Devvarenya is not disqualified from being appointed as Director in terms of Section
164 of the Companies Act, 2013, as amended from time to time.
3 Age 31 years
4 Qualification: M.A from University of Patanjali
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10. Directorship & Shareholding in other Companies:
Sadhvi Devvarenya is a great admirer of strong cultural and moral value of ancient Indian
Culture and thinks that strong moral values can make the country strong. She has done B.E.
in Electronics and Communication from Osmania University, M.A. in Vedic Literature,
Darshan, Upanishad etc. and is pursuing B. Ed from HNBGU, Uttarakhand.
A copy of the draft letter for appointment of Sadhvi Devvarenya setting out the terms and
conditions of appointment is available for inspection between 11.00 a.m. to 1.00 p.m. on all
working days except Sundays and Holidays at the Registered Office of the Company
Except, Sadhvi Devvarenya being the appointee and her relatives, none of the other Directors
and Key Managerial Personnel of the Company including their relatives are concerned or
interested, financially or otherwise in this resolution.
The Board recommends the resolution as set out in Item No. 4 of the Notice for approval of
Members by way of ordinary resolution.
Item No. 5
The Board of Directors of the Company had appointed Swami Arshdev as an Additional
Director in the category of Non-Executive Director of the Company with effect from 22nd July
2022. In accordance with the provisions of Section 161 of Companies Act, 2013, Swami
Arshdev shall hold office up to the date of the forthcoming Annual General Meeting and is
eligible to be appointed as Non- Executive Director.
Further the Nomination and Remuneration Committee has also recommended the Board to
regularise the appointment of Swami Arshdev as Non-Executive Director and liable to retire
by rotation.
Swami Arshdev is not disqualified from being appointed as Director in terms of Section 164
of the Companies Act, 2013, as amended from time to time.
Relevant documents in respect of the said item are open for inspection by the members at
the Registered Office of the Company on all working days up to the date of the Meeting.
Except, Swami Arshdev being the appointee and his relatives, none of the other Directors
and Key Managerial Personnel of the Company including their relatives are concerned or
interested, financially or otherwise in this resolution.
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The Board recommends the resolution as set out in Item No. 5 of the Notice for approval of
Members by way of ordinary resolution.
Item No. 6
On the recommendation of Audit Committee, the Board has approved the appointment and
remuneration of M/s Balwinder & Associates, Practicing Cost Accountants (Firm Registration
No. 000201) as the Cost Auditors to conduct the audit of the cost records of the Company for
the Financial Year 2022-23 at a remuneration of Six Lakhs Fifty Thousands per annum plus
applicable taxes thereon and reimbursement of out-of-pocket expenses.
In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit
and Auditors) Rules, 2014 & Companies (Cost Records and Audit) Rules, 2014, the
remuneration payable to the Cost Auditors has to be ratified by the members of the Company.
Accordingly, the consent of the members is being sought for ratification of the remuneration
of the Cost Auditors for the Financial Year 2022-23
None of the Directors, Key Managerial Personnel of the Company and their relatives, may
be deemed to be concerned or interested, financially or otherwise, in this Resolution
The Board recommends the resolution as set out in Item No. 6 of the Notice for approval of
Members by way of ordinary resolution.
Sd/-
(Vineet Pant)
Company Secretary
M. No. F10959
Place: Haridwar
Date: 27.09.2022
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PATANJALI AYURVED LIMITED
ATTENDANCE SLIP
Folio No. :
I hereby record my presence at the 16th Annual General Meeting held on Friday, 30th day of
September, 2022 at 04:00 P.M. at Unit III, Patanjali Food & Herbal Park, Vill. Padartha,
Haridwar, Laksar Road, Uttarakhand – 249404.
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PATANJALI AYURVED LIMITED
MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rules 19(3) of the
Companies (Management and Administration) Rules, 2014]
Registered Address :
_____________________________________________________
Email Id :
_____________________________________________________
Folio No. :
_____________________________________________________
1. Name _______________________________Address :
_________________________________
2. Name ________________________________Address :
_________________________________
e-mail id : ____________________________Signature :
______________________or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 16th
Annual General Meeting of the Company to be held on Friday, 30th day of September, 2022
at 04:00 P.M. at Unit III, Patanjali Food & Herbal Park, Vill. Padartha, Haridwar, Laksar Road,
Uttarakhand -249404 and at any adjournment thereof in respect of such resolutions as are
indicated below:
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Sr. No. Resolutions For Against
Ordinary Business
1. A. Adoption of Standalone Financial
Statements for the year ended 31st
March, 2022
Note :
This proxy form must be deposited at the Registered Office of the Company situated at D-26,
Pushpanjali, Bijwasan Enclave, New Delhi-110061 not less that forty-eight hours before the
time fixed for holding the aforesaid meeting. A proxy need not be a member of the Company.
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Route Map
ROUTE MAP
Route Map
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PATANJALI AYURVED LIMITED
BOARD’S REPORT
TO
THE MEMBERS
Your Directors are pleased to present the 16th Annual Report together with the audited
financial statements of the Company for the financial year ended March 31, 2022.
FINANCIAL RESULTS
The Standalone Financial Results of the Company for the year 2021-22 are summarized as
under:
(Rs. In Lakhs)
Particulars 2021-22 2020-21
Revenue from operation 10,66,446 9,81,074
Other Income 6,649 6,113
Total Income 10,73,095 9,87,187
Expenditure 9,99,236 9,06,007
Profit Before Depreciation and Tax 73,859 81,180
Less : Depreciation 14,541 17,263
Profit before tax 59,318 63,917
Less : Tax Expenses 16,138 15,462
Profit after Tax 43,180 48,455
There is no change in the nature of the business of the company during the year
under review.
The statement (in prescribed form AOC-1) as required under Section 129 of the Companies
Act, 2013, in respect of the Subsidiaries and Associate companies of the Company is
annexed and forms an integral part of this Report.
The consolidated financial statements of the Company & its subsidiary/ associate
companies for the year ended 31st March 2022, prepared in accordance with Accounting
Standard (IND AS-110) “Consolidated Financial Statements” prescribed by the Institute of
Chartered Accountants of India, form part of the Annual Report and Financial Statements.
The Financial Statements of the subsidiary/associate companies and the related detailed
information (as per Section 129 of the Companies Act, 2013) will be made available to the
shareholders of the Company and subsidiary/associate companies seeking such
information. The financial statements of the subsidiary/ associate companies will also be
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kept for inspection by any shareholder at Company’s Corporate Office/ Registered Office
and also that of the subsidiaries. Further, the Company shall furnish a hardcopy of financial
statements of subsidiary/associate companies to any shareholder on demand
DIVIDEND
The Board has decided not to recommend any dividend on the equity shares of the
Company for the financial year 2021-22 in order to conserve the resources of the
Company
During the year the Company has transferred the right to sell biscuit, breakfast
cereals, Edible Oil and Nutraceutical products manufactured through third party to
Patanjali Foods Limited w.e.f 2nd June, 2021 for aggregate consideration of Rs 355
lakhs on sale of right basis. The Company has also received Royalty of Rs 504 Lakhs
on the sale of such contractually manufactured product.
The Company has transferred its food retail business undertaking along with
manufacturing plants located at Padartha, Haridwar and Newasa, Maharashtra
through business transfer agreement dated 18th May 2022 to Patanjali Foods Limited
as a going concern on a slump sale basis for an aggregate consideration of INR 690
Crore.
RESERVES
During the financial year, there was no amount proposed to be transferred to the Reserves.
DEPOSITS
During the year under review, Your Company has neither accepted nor renewed any
deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies
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(Acceptance of Deposits) Rules, 2014 and company does not have any outstanding
deposits falling within the purview of section 73 to section 76 of the Act.
STATURORY AUDITORS:
M/s B.M. Chaturvedi & Co., Chartered Accountants (Firm Registration No.
114317W), hold office until the conclusion of the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment until the conclusion of 21st
Annual General Meeting of the company to be held in the Year 2027.
As required under the provisions of section 139(1) of the Companies Act, 2013, the
company has received a written consent from M/s B.M. Chaturvedi & Co., Chartered
Accountants (Firm Registration No. 114317W), to their appointment and a certificate,
to the effect that their re-appointment, if made, would be in accordance with the Act
and the Rules framed there under and that they satisfy the criteria provided in Section
141 of the Companies Act, 2013
Your Directors recommended the re- appointment of M/s B.M. Chaturvedi & Co.,
Chartered Accountants (Firm Registration No. 114317W), as Statutory Auditor of the
Company for a second term of five years from the conclusion of the 16th Annual
General Meeting of the Company held on September 30, 2022, till the conclusion of
21st Annual General Meeting, to be held in 2027
All other matters in the Auditor’s Report are self-explanatory and does not require any
further clarification except loan of Rupees 2,283 lakhs given to directors and its relatives,
for which the Management wants to clarify the said loan was provided inadvertently and
that the Company has recovered the same .Further, the Company shall be diligent while
doing such kind of transaction in future.
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COST AUDITOR
For the Financial Year 2021-22, M/s Balwinder & Associates, Practicing Cost Accountants
(Firm Registration No. 000201) are carrying out the cost audit in respect of applicable
businesses of the Company and their report will be filed with Central Government in due
course.
For the Financial Year 2022-23, the Board of Directors of the Company have re-appointed,
based on recommendations of the Audit Committee, M/s Balwinder & Associates, Practicing
Cost Accountants (Firm Registration No. 000201), as Cost Auditors, for auditing the cost
accounts in respect of applicable businesses of the Company. The remuneration of Cost
Auditors has been approved by the Board of Directors on the recommendation of Audit
Committee. The requisite resolution for ratification of remuneration of Cost Auditors by
members of the Company has been set out in the Notice of ensuing AGM
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
SHARE CAPITAL
At present, we have only one class of shares i.e. equity shares of Rs. 10/- each. Our
authorized share capital is Rs.50,00,00,000/- (Rupees Fifty Crores Only) comprising of
5,00, 00,000 (Five Crore) equity shares of Rs. 10/- (Ten) each. The issued, subscribed and
paid-up capital of the Company is Rs. 41,32,21,080 (Rupees Forty One Crores Thirty Two
Lakh Twenty One Thousand and Eighty) comprising of 4,13,22,108 (Four Crores Thirteen
Lakh Twenty Two Thousands One Hundred and Eight) equity shares of Rs.10 (Ten) each
as on March 31, 2022.
During the year under review, the Company has neither issued any Equity Shares or Shares
with Differential Voting Rights nor granted Stock Options or Sweat Equity and the Company
has also not bought back any Equity Shares.
As on 31st March, 2022, Acharya Bal Krishna Ji, Managing Director of the Company hold
40,719,912 (98.54%) equity shares and Swami Muktanand Ji, Director of the company hold
1000 (0.002%) Equity Shares of the company. Further Acharya Balkrishna ji, Promoter of
the company has pledged 2,06,72,500 shares of the company in favour of its lender bank
by way of additional securities.
After the reporting period 1,000 equity shares of Rs. 10 each fully paid up of the Company
held by Swami Muktanand ji were transferred on 27.07.2022 to Yogakshem Sansthan, a
company incorporated under Section 8 of the Companies Act 2013, due to his sad demise.
The Company’s Non-Convertible Debentures (“NCD”) issued under private placement, are
listed on BSE Limited (“BSE”). The Company had the following series of NCDs issued and
outstanding at the beginning of the FY, i.e. on 01st April 2021:
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The following series of NCDs issued during the Financial Year 2021-22 i.e. on 19th May
2021
ANNUAL RETURN:
A copy of the annual return as provided under sub-section (3) of section 92 of the
Companies Act, 2013 (the “Act”), in the prescribed form shall be available under the Investor
section on the website of the Company i.e. https://patanjaliayurved.org/investor.html.
A. Conservation of Energy:
1. The steps taken or impact on conservation of energy
The Company has Rooftop Solar Power generation that help in Cost
savings by 4 MWp + 4.3 MWp in its Haridwar and Tejpur unit respectively
and working on putting more sources for utilization of alternate Natural
sources of Energy
B. Technology absorption-
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1. The efforts made towards technology absorption;
Your Company possesses technical expertise has been built over the years and
works with emerging technologies, for its customers and in house projects,
2. the benefits derived like product improvement, cost reduction, product
development or import substitution;
The R& D activities has resulted in product improvement, cost reduction,
product development or import substitution.All the developed products very
much unique in taste, aroma and efficacy and safe to use, however at the same
time it is very much cost competitive than existing brands.
F. Areas where absorption of imported technology has not taken place, if any – Not
Applicable
The Company has utilized foreign exchange amounting to Rs. 5,214 lacs on imports of
capital goods and services and has earned foreign exchange by way of exports on accrual
basis amounting to Rs.6,732.44 lacs during the financial year ended 31st March, 2022.
The Company has in place a Corporate Social Responsibility (CSR) Committee as per the
requirement of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time. The following Directors
are the present members of CSR Committee:-
CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with
Schedule VII thereof by the Company during the year is Rs.1102 lakh. For CSR activities,
company has contributed Rs. 1,025 lakh out of the above to Patanjali Yogpeeth Trust, a
non-profit organisation and also to Divya Prem Sewa Mission NYAS, Divine International
Foundation and Gurukul Vrindavan.
Full details are provided in annual report on CSR activities annexed as Annexure – 2 to
this report.
DIRECTORS
During the year under review, there was no change in the composition of the Board of
Directors.
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In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Rakesh Mittal ji, Director of the company retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
All the Directors have made necessary disclosures as required under various provisions of
the Companies Act, 2013.
After the closure of the financial year, following changes occurred in the composition of
Board:
1. Shri Kamal Nayan Singh ji (DIN 00046907) was appointed as Additional Director on
15th April 2022 but due to some personal reason he had resigned from the post of
Additional Director w.e.f 25th May 2022;
2. One of our Executive Director, Swami Muktanand ji had passed away on 13th May 2022.
3. Sadhvi Devvarenya ji (DIN: 09675731) has been appointed as an Additional Director in
the category of Independent Director of the Company with effect from 22 nd July 2022;
and
4. Swami Arshdev ji (DIN: 09675672) has been appointed as an Additional Director in the
category of Non-executive Director of the Company with effect from 22nd July 2022.
BOARD EVALUATION:
The Board of Directors carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act
The performance of the Board and committees was evaluated by the Board on the basis of
the criteria determined by Nomination and Remuneration Committee such as the Board
composition and structure, effectiveness of board processes, information and functioning,
etc. It also eyes upon evaluation of the performance of Independent Directors.
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
In the opinion of the Board, the Independent Directors possess requisite expertise, integrity
and experience (including proficiency as applicable) as an Independent Director of the
Company
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NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors of the Company met 6 times i.e.
(19-05-2021, 09-06-2021, 23-08-2021, 12-11-2021, 14-02-2022 and 30-03-2022) and in
respect of which proper notices were given and the proceedings were properly recorded,
signed and maintained in the Minutes book kept by the Com
pany for the purpose. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
AUDIT COMMITTEE:
Terms of Reference:- The scope of functions and terms of references of the Audit
Committee are as follows:
During the Financial Year 2021-22, the Audit Committee of the company, comprised of 3
Members. All the Members are financially literate and possess sound knowledge of accounts,
audit and finance.
The following Directors were the members of Audit Committee during the reporting period:-
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3. Dr. Sumedha Ji – Independent Director
During the Financial Year 2021-22 five audit committee meetings were held on 10-05-2021,
09-06-2021, 14-08-2021, 13-11-2021 and 14-02-2022. . The details of the meetings and
the members who attended the meetings are given below
The Audit Committee acts as a link between the statutory and internal auditors and the Board
of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of
monitoring financial reporting processes, reviewing the Company’s established systems and
processes for internal financial controls, governance and reviewing the Company’s statutory
and internal audit activities. The Committee is governed by a Charter which is in line with the
regulatory requirements mandated by the Companies Act, 2013.
a) Terms of Reference:-
The Nomination and Remuneration Committee has been constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Company’s Nomination &
Remuneration committee is constituted to look into the following matters:
1. The Nomination and Remuneration Committee shall identify persons who are
qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director’s
performance.
2. The Nomination and Remuneration Committee shall formulate the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors,
key managerial personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy
ensure that—
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term performance objectives appropriate to the working of the company and
its goals.
The following Directors were the members of Nomination and Remuneration Committee
during the reporting period:-
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board has in place
Nomination & Remuneration Committee. The Board on the recommendation of Nomination
& Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy for
selection and appointment of Directors, senior managerial personnel and their remuneration.
The above said policy is annexed herewith as Annexure-3 as well as this can be accessed
on the Company’s website and web link of the same is
http://patanjaliayurved.org/policies.html.
The Company did not pay any remuneration or sitting fees to any Managing Director /
Whole-time Director/Directors or manager as required under section 197 of the
Companies Act, 2013.
The Disclosure required as under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this report as Annexure-3.
VIGIL MECHANISM
The Company has established a vigil mechanism which is headed by the chairperson of the
Audit Committee. The vigil mechanism provides for adequate safeguards against
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victimization of employees and directors who avail of the vigil mechanism and also provide
for direct access to the chairperson of the audit committee.
No case of victimization has been reported or come to the knowledge of the Audit Committee
during the year under reporting.
During the Financial Year 2021-22, the Company has not entered into any transactions with
Related Parties which are not in its ordinary course of business or not on an arm’s length
basis and which require disclosure in this Report in terms of the provisions of Section 188(1)
of the Act. Details of Related Party Transactions, as required to be disclosed pursuant to
Ind AS 24 and as required under Section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014, are given in the Notes to the Financial Statements.
RISK MANAGEMENT
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 internal financial controls have been
documented and embedded in the business processes. The internal financial controls
of the company commensurate with the size of business. Such controls have been
assessed during the year under review and were operating effectively.
The board / management are 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.
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed A. CHATURVEDI & ASSOCIATES, practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The
Secretarial Audit Report for the Financial Year 2021-22 is annexed herewith as
Annexure 4. The observations made by the Secretarial Auditor in the Secretarial Audit
report are self-explanatory and therefore do not call for any further
23
explanations/comments except that the company has generally complied with the
provisions of section 185 and section 186 of the Act except loan of Rupees 2,283 lakhs
given to directors and its relatives., for which the Management wants to clarify the said
loan was provided inadvertently and that the Company has recovered the same .Further,
the Company shall be diligent while doing such kind of transaction in future.
During the year under review, Annual General Meeting of the company was held on 20-09-
2021 for the Financial Year 2020-21.
During the year under review, one [1] Independent Directors Meeting was duly held on
30-03-2022.
During the year under review, No Company has ceased to be as Subsidiary Company or
Associate Company.
Followings are the Subsidiary and Associate Companies of the Patanjali Ayurved Limited
as on 31.03.2022:
Subsidiary Company:
Associate Company:
During the year under review, there were no frauds reported by the auditors to the Audit
Committee or the Board under section 143(12) of the Companies Act, 2013
During the Financial Year 2021-22, there has been no change in the Key Managerial
Personnel of the Company.
24
DIRECTORS’ RESPONSIBILITY STATEMENT:
As required u/s 134 (3)(c) and 134 (5) of the Companies Act, 2013, the Directors confirm
that;
1. In the preparation of the annual accounts for the year ended 31st March 2022, the
applicable accounting standards have been followed along with explanation relating to
material departures;
2. 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 as on 31st March 2022;
3. We have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
and
4. We have prepared the annual accounts for the financial year ended 31st March, 2022 on
a going concern basis.
5. We have laid down ‘internal financial controls’ to be followed by the Company and that
such internal financial control are adequate and were operating effectively.
6. We had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
a. The audited financial statements i.e. balance sheets, profit and loss accounts etc., both
standalone and consolidated together with the report of auditors thereon with
unmodified opinion are included and given at the end of this report.
b. The cash flow statement under the indirect method as prescribed in Accounting
Standard-3/ Indian Accounting Standard 7, mandated under Section 133 of the
Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of
Chartered Accountants of India, is part of the above audited financial statements.
c. The auditor’s report with unmodified opinion is also being provided with the above
financial statements.
d. name of the debenture trustees and Registrar and Transfer Agent with full contact
details is given hereunder:
Debenture Trustee
IDBI Trusteeship Services Limited
Ground Floor, Asian Building, 17, R
Kamani Rd, Ballard Estate, Fort,
Mumbai, Maharashtra 400001
Ph No. - 022 4080 7000
25
Link Intime India Private Limited
C 101, 247 Park, L.B.S Marg,
Vikhroli West, Mumbai, Maharashtra 400083
Website: www.linkintime.co.in
Toll-free number: 1800 1020 87
e. Related party disclosures as specified in Para A of Schedule V are being made in the
Financial Statements of the Company disclosures, as applicable, in related notes to
accounts forming part of the financial statements included in this report.
Employee relations continued to be cordial throughout the year. Your Directors wish to place
on records their sincere appreciation for the employees’ confidence, team spirit &
determination. Your Directors confirm that during the year under review, the Company has
zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made there under. The policy aims to provide protection to female
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. The Company has constituted an Internal
Complaints Committee, known as the Prevention of Sexual Harassment (POSH)
Committee, to inquire into complaints of sexual harassment and recommend appropriate
action. The aforesaid policy can be accessed on the Company’s website
http://patanjaliayurved.org and weblink of the same is
http://patanjaliayurved.org/policies.html.
During the year under review, no application was made under IBC by or against your
Company and no proceeding is pending under IBC.
No significant or material orders were passed by the regulators or Courts or Tribunals which
impacts the going concern status and Company’s Operation in future.
26
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
CODE OF CONDUCT
The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors
as also for the employees and other members of Senior Management. The said code has
been communicated to all the Directors and Members of the Senior Management. Board
members and senior management personnel have affirmed compliance with the Code for
the financial year 2021-22.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their sincere thanks for the co-operation and
support received from various agencies of the Central and State Governments, all
Shareholders, Creditors, suppliers, distributors, and bankers.
Your Directors also take this opportunity to place on record their appreciation of the
dedication and sense of commitment shown by the officers and employees of the Company
at all levels.
‘ Sd/- Sd/-
Place: Haridwar
Date: 27.09.2022
27
Annexure 1
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
3 23.01.2017 2021-22 NA 10 -1.87 12.12 12.12 Nil Nil -0.37 Nil -0.27 Nil 99.99%
Patanjali Food & Herbal Park
Jammu Private Limited
4 Patanjali Food and Herbal Park 2020-21 30.03.2009 112.55 1,135.28 49.07% Associate NA 1,922.77 -49.87 -49.87 Nil
Pvt. Ltd.
5 Patanjali Food & Herbal Park 2021-22 04.08.2017 0.49 4.90 49.00% Associate NA 9.24 -26.23 -26.23 Nil
Andhra Sansthan
Ruchi Soya Industries Limited
6 2021-22 18.12.2019 1,425.00 9,975.00 48.17% Associate NA 2,97,312.27 80,630.89 72656.49 7,974.39
28
Annexure -2
The CSR Policy has been duly formulated by the Board of Directors with a view to provide
a mechanism for meeting its social responsibility in an effective manner and to provide
optimum benefits to various deserving sections of the society.
3. Web-link where Composition of CSR committee, CSR Policy and CSR projects
approved by the board are disclosed on the website of the company.
http://patanjaliayurved.org
29
5. a) Average net profit of the company as per sub-section (5) of section 135-
(In Crore)
Sr. Particulars Amount Less Profit Profit as Per
No. on sale of Sec.198 of
fixed asset Companies Act
2013
1 Net Profit before tax as per 639.18 3.8 635.38
Audited Balance Sheet for the
F.Y. 2020-21
2 Net Profit before tax as per 566.47 1.12 565.35
Audited Balance Sheet for the
F.Y. 2019-20
3 Net Profit before tax as per 452.73 - 452.73
Audited Balance Sheet for the
F.Y. 2018-19
Total 1653.46
Average net profit 551.15
(b) Two percent of average net profit of the company as per section 135(5)– Rs.
11.02 Crore
(c) Surplus arising out of the CSR projects or programmes or activities of the
previous financial years: Nil
(d) Amount required to be set off for the financial year: NIL
(e) Total CSR obligation for the financial year (b+c-d): Rs. 11.02 Crore
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than
Ongoing Project). – 1138 Lakhs
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]. – Rs. 11.38 Crores
30
(i) Two percent of average net profit of the company as per 11.02 Crores
section 135(5)
(ii) Total amount spent for the Financial Year 11.38 Crores
(iii) Excess amount spent for the financial year [(ii)-(i)] 36 Lakh
(iv) Surplus arising out of the CSR projects or programmes NIL
or activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial years 36 Lakh
[(iii)-(iv)]
Total
8. Whether any capital assets have been created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: No
Furnish the details relating to such asset(s) so created or acquired through Corporate
Social Responsibility amount spent in the Financial Year:
Sl. Short particulars Pincode Date of Amount Details of entity/ Authority/ beneficiary of
No. of the property or of the creation of CSR the registered owner
asset(s) property amount
[including or spent (in Rs.).
complete address asset(s) CSR Name Registered
and location of Registration address
the property] Number, if
applicable
1. NA NA NA NIL NA NA NA
31
9. Specify the reason(s), if the company has failed to spend two per cent of the
average net profit as per subsection (5) of section 135.
Sd/- Sd/-
32
Annexure- 3
INTRODUCTION:
This Nomination and Remuneration Policy is being formulated in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto to consider
human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key
Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations
of human resources consistent with the goals of the Company. This policy on nomination and
remuneration of Directors, Key Managerial Personnel and Senior Management has been
formulated by the Nomination and Remuneration Committee (NRC or the Committee) and
has been approved by the Board of Directors.
APPLICABILITY
• Directors
• Key Managerial Personnel
• Senior Management Personnel
DEFINITIONS
OBJECTIVES
i) To lay down criteria and terms and conditions with regard to identifying persons who are
qualified to become Directors and persons who may be appointed in Senior Management
and Key Managerial positions and to determine their remuneration
ii) To recommend remuneration based on the Company’s size and financial position and
trends and practices on remuneration prevailing in peer companies.
iii) To carry out evaluation of the performance of Directors, as well as Key Managerial and
Senior Management Personnel.
33
iv) To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.
EFFECTIVE DATE:
CONSTITUTION
The Constitution of the Nomination and Remuneration Committee has been amended and
is comprises of following Directors:
1. Mr. Rakesh Mittal- Chairman (Non –Independent & Non – Executive Director)
2. Mr. Ajai Arya - Member (Independent Non – Executive Director)
3. Ms. Sumedha - Member (Independent Non – Executive Director)
The Board has the power to reconstitute the Committee consistent with the Company’s
policy and applicable statutory requirement.
GENERAL
Part – A covers the matters to be dealt with and recommended by the Committee to the
Board,
Part – B covers the appointment and nomination and
Part–C covers remuneration and perquisites etc.
• The key features are Company’s policy shall be included in the Board’s Report.
PART – A
i) Formulate the criteria for determining qualifications, positive attributes and independence
of a director.
ii) Identify persons who are qualified to become Director and persons who may be appointed
in Key Managerial and Senior Management positions in accordance with the criteria laid
down in this policy.
iii) Recommend to the Board, appointment and removal of Director, KMP and Senior
Management Personnel.
iv) To carry out evaluation of Director’s performance.
v) To carry out any other function as is mandated by the Board from time to time and / or
enforced by any statutory notification, amendment or modification, as may be applicable.
vi) To perform such other functions as may be necessary or appropriate for the performance
of its duties.
34
PART – B
1. The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient / satisfactory
for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole time
Director / Managing Director who has attained the age of seventy years. Provided that
the term of the person holding this position may be extended beyond the age of seventy
years with the approval of shareholders by passing a special resolution based on the
explanatory statement annexed to the notice for such motion indicating the justification
for extension of appointment beyond seventy years.
Term / Tenure:
The Company shall appoint or re-appoint any person as its Managing Director, or Whole
Time Director for a term not exceeding five years at a time. No re-appointment shall be made
earlier than one year before the expiry of term.
2. Independent Director:
i.) An Independent Director shall hold office for a term up to five consecutive years on the
Board of the Company and will be eligible for re-appointment on passing of a special
resolution by the Company and disclosure of such appointment in the Board's report.
ii) No Independent Director shall hold office for more than two consecutive terms, but such
Independent Director shall be eligible for appointment after expiry of five years of ceasing
to become an Independent Director. Provided that an Independent Director shall not,
during the said period of three years, be appointed in or be associated with the Company
in any other capacity, either directly or indirectly.
iii) At the time of appointment of Independent Director it should be ensured that number of
Boards on which such Independent Director serves is restricted to seven listed companies
as an Independent Director and three listed companies as an Independent Director in case
such person is serving as a Whole-time Director of a listed company.
Evaluation:
The Committee shall carry out evaluation of performance of every Director, KMP and Senior
Management Personnel at regular interval (yearly).
35
Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made
thereunder or under any other applicable Act, rules and regulations, the Committee may
recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or
Senior Management Personnel subject to the provisions and compliance of the said Act,
rules and regulations.
Retirement:
The Director, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board
will have the discretion to retain the Director, KMP, Senior Management Personnel in the
same position / remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
PART – C
General:
1. The remuneration / compensation / commission etc. to the KMP and Senior Management
Personnel will be determined by the Committee and recommended to the Board for
approval. The remuneration / compensation / commission etc. shall be subject to the
prior/post approval of the shareholders of the Company and Central Government,
wherever required.
3. Where any insurance is taken by the Company on behalf of its Managing Director, Chief
Financial Officer, the Company Secretary and any other employees for indemnifying them
against any liability, the premium paid on such insurance shall not be treated as part of
the remuneration payable to any such personnel. Provided that if such person is proved
to be guilty, the premium paid on such insurance shall be treated as part of the
remuneration.
36
REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:
1. Remuneration:
2. Sitting Fees:
The Non- Executive / Independent Director will not receive any remuneration by way of fees
for attending meetings of Board or Committee thereof.
3. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
IMPLEMENTATION
The Committee may issue guidelines, procedures, formats, reporting mechanism and
manuals in supplement and for better implementation of this policy as considered
appropriate.
The Committee may Delegate any of its powers to one or more of its member
2. The Percentage increase in the median remuneration of employees in financial year 2021-
22 is 7.71%.
3. There were 4629 permanent employees on rolls of the Company as on 31st March 2022.
4. For employees other than Managerial Personnel who were in employment for whole of the
Financial Year 2020-21 and Financial Year 2021-22, the average increase was 7.96 %. The
average increase for Managerial Personnel was 5.74 % and the Increase in the managerial
remuneration is reasonable having regard to the performance, qualification and experience
of the managerial personnel.
37
5. The Disclosure required as under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
Sr. Name of the Designati Rem Nature Qualificatio Date of Date of Age Last Rela
No Employee on uner of n and Commen Birth employme tive
ation Employ Experience cement nt of
(Rs. ment of any
In Employm dire
Cror ent ctor
e)
1. Kamal Chief 1.15 Permane A.T.I 12.02.201 04.12.1 56 Creative NA
Nayan Singh Executive nt (Manchester 8 965 Year Group
Officer , UK) and 33 s Mumbai
Years Exp.
38
Annexure 4
To,
The Members,
PATANJALI AYURVED LIMITED
Registered Office–D-26, Pushpanjali, Bijwasan Enclave,
New Delhi – 110061.
Corporate Office- Patanjali Food & Herbal Park,
Haridwar - Laksar Road, Village Padartha,
Haridwar – 249404.
We have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by PATANJALI AYURVED LIMITED (CIN:
U24237DL2006PLC144789) (hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts /statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns
filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents, and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the company has, during the audit
period covering the financial year ended on 31st March, 2022 (‘Audit Period’) complied with
the statutory provisions listed hereunder and also that the Company has proper board-
39
processes and compliance mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31st March, 2022
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulations) Act, 1956 (‘SCRA’) and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there
under to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings, as may be applicable;
(v) Other than fiscal, labour and environmental laws which are generally applicable to all
manufacturing/trading companies, the Management has identified and confirmed the
following laws as being specifically applicable to the Company:
(a) The Hazardous Wastes (Management, Handling and Transboundary Movement)
Rules, 2008;
(b) The Insecticide Act, 1968;
(c) The Drugs and Cosmetics Act, 1940;
(d) The Legal Metrology Act, 2009 with allied rules and Regulations;
(f) Food Safety and Standards Act, 2006 and Rules 2011
(g) Applicable BIS Standards for various categories and production process
(h) Indian Boiler Act, 1923
The Company has a well-defined HR Policy with respect to the payment of salaries, gratuity,
perquisites and contribution to provident fund etc. for its employees.
(vi) 1. The Company listed it’s Non-Convertible Debentures (NCD’s) on Bombay Stock
Exchange (BSE) therefore the Company is a Debt-listed Public Company from the financial
year 2020-21, therefore the following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and which are applicable to
the Company:-
(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
40
The Company has complied with the above mentioned regulations framed under the SEBI
Act. It has completed the necessary processes and procedures with regards to their listed
secured, redeemable, non-convertible debentures on the Bombay Stock Exchange (BSE).
The Company has also paid the interest on their debentures on timely basis.
2. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”) and which are not applicable to the Company as on
31st March, 2022:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992; The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009; The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018;
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009;
(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
1998; The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
We further report that, having regard to the compliance system prevailing in the Company
and on examination of the relevant documents and records in pursuance thereof, on sample
or test-check basis, the company has generally complied all the laws applicable to the
Company.
We further report that, during the audit period, the Company has following events which
are not in the nature of qualifications but only for drawing attention of members of the
Company:
41
(1) All the shares held by promoters or promoters group entities and during the financial year
there is no change in the shareholding of the company. The major shareholder and
promoter & Managing Director of the company Acharya Balkrishna Ji has pledged
2,06,72,500 Shares (Owned by him) of the Company in favour of its lender bank, Punjab
National Bank (lead bank) as collateral security against all bank borrowings by way of
additional securities. The Company has not declared or paid any dividend to its members
during the financial year.
(2) The Company has given corporate guarantee for loan taken by group companies and
other entities from banks/financial institutions.
(3) There are some contingent liabilities related to pending legal matters & litigations related
to various matters of civil, labour, consumer, food safety, sales tax, excise duty, service
tax, customs duty, income tax liability in respect of matters in appeal and as directed by
Hon’ble High Court, the company has deposited entire demand of GST liability in
installments however GST liability raised by National Anti-Profiteering authority is further
challenged before Hon’ble Delhi High Court by filing civil writ petition by the company.
(4) The Company has contributed Corporate Social Responsibility (CSR) amount as per
Section 135 of the Companies Act, 2013 read with schedule VII to Patanjali Yogpeeth
Trust for educational and social welfare activities. It is a related party of the company to
promote educational and social welfare activities. There are no unspent amount towards
Corporate Social Responsibility (CSR) during the financial year 2021-22.
(5) The Company has also dealing with its Subsidiaries, Associates and Related Parties
during the financial year 2021-22. The company has provided loans and advances in
nature of loans to its subsidiaries, associates and others related parties. The company
has given interest free loans, advances and guarantee to certain parties covered under
section 185 of the Act. The company has generally complied with the provisions of
section 185 and section 186 of the Act except loan of Rupees 2,283 lakhs given to
directors and its relatives.
(6) The title deeds of all the immovable properties are held in the name of the Company and
properties under the lease agreements are also executed in favor of the company which
are disclosed in the financial statements under Property, Plant and Equipment as at the
date of balance sheet except freehold land includes land of Rupees 629 lakhs consist of
42
172.84 acres land located at Kothavasala, Andhra Pradesh allotted by Andhra Pradesh
Industrial Infrastructure Corporation (APIIC) to Patanjali Ayurved Limited for
establishment of food & herbal manufacturing projects, which is pending for registration
on account of government procedures.
(7) During the financial year, the Company has prepared financial statement as per Schedule
III (Revised) to the Companies Act, 2013 notified on 24th March, 2021.
(8) Board of Directors are decided and passed the resolution the board meeting held on 10th
April, 2022 to transfer the food business of the company to Ruchi Soya Industries
Limited. The proposed transactions will be undertaken as an arm’s length basis but there
will be no impact on going concern basis of the company and the company will be able
to meet future liabilities and obligations from internal resources & accrual of remaining
business segment of the company.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries
of India; and
(ii)The Listing Agreements entered into by the Company with the Stock Exchange i.e.
Bombay Stock Exchange (BSE).
During the period under review, the Company has generally complied with the provisions of
the Act, Rules, Regulations, Guidelines and Standards etc. in prescribed/beyond the time
limit as mentioned above. Subject to the below observation:
43
w.e.f. 13th day of May, 2022 due to his sad demise, for which Form DIR-12 is pending to be
filed with ROC/MCA.
Adequate notice / shorter notices is given to all directors to schedule the Board Meetings,
agenda and detailed notes on agenda were sent in advance. A system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
None of the directors of the board of the company is disqualified during the financial year
2021-22 from being appointed as a director in terms of section 164 (2) of the Companies Act,
2013 and the Company has not paid any remuneration or sitting fees in accordance with the
requirement of section 197 (16) of the act to any of its directors during the financial year
2021-22.
We further report that there are adequate systems and processes in the Company
commensurate with the size and its operations to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the following specific events/actions s having
major bearing on the Company’s affairs, were held:
1. As per the 15th Annual General Meeting of the company held on 20th September.
2021, the Members of the company has altered its existing articles no. 11, 12(ii) as
per the provisions of section 14 and other applicable provisions of the Companies
Act, 2013 including any statutory modification and re-enactments thereof for the time
being in force. The amendment made of the articles are as under :
Article : 12(ii) – Every Certificate shall specify the shares to which it relates and the
amount paid-up thereon and shall be signed by two directors or by a director and the
company secretary.
44
2. After the reporting period, the Company has appointed Mr. Kamal Nayan Singh (DIN:
00046907) as an additional director of the company w.e.f. 15th April, 2022 but due to
some personal reasons he resigned from the post of director on 25th May, 2022 and
Swami Mukta Nand Ji (DIN: 01778508) ceased to be the Executive Director and
Promoter Shareholder of the Company w.e.f. 13th day of May, 2022 due to his demise
3. The Board of Directors at its meeting held on 10th April 2022 has decided to transfer
the food business of the Company to Ruchi Soya Industries Limited.
Sd/-
Anshuman Chaturvedi
FCS No. – 11048
C.P. No. – 15990
UDIN : F011048D000440620
Note: This report is to be read with my letter of even date which is annexed as Annexure-A
and it’s an Integral part of this report.
45
ANNEXURE – A
To,
The Members,
PATANJALI AYURVED LIMITED
Sd/-
Anshuman Chaturvedi
FCS No. - 11048
C.P. No.- 15990
Date : 31st May, 2022
Place : Mumbai
UDIN : F011048D000440620
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