Annual Report PAL 2022

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PATANJALI AYURVED LIMITED

ANNUAL REPORT

FINANCIAL YEAR 2021-22


INDEX

1. Corporate Information 1

Notice of AGM 2-12


2.

Board’s Report 13-46


3.

Standalone Financial Statements


4. a) Auditors’ Report 47-59
b) Balance Sheet 60
c) Statement of Profit & Loss 61
d) Statement of Cash Flow 62
e) Statement of Changes in Equity 63
f) Notes to Financial Statements 64-107

5. Consolidated Financial Statements


a) Auditors’ Report 108-117
b) Balance Sheet 118
c) Statement of Profit & Loss 119
d) Statement of Cash Flow 120
e) Statement of Changes in Equity 121
f) Notes to Financial Statements 122-168
PATANJALI AYURVED LIMITED

CORPORATE INFORMATION
Board of Directors: Registered Office:

Acharya Balkrishna ji D-26, Pushpanjali, Bijwasan Enclave,


Managing Director New Delhi – 110 061.
DIN : 01778007
Corporate Office:
Ram Bharat ji Patanjali Food & Herbal Park, Village
Non - Executive & Non-Independent Director Padartha -Laksar Road,
DIN : 01651754 Haridwar-249404
Email ID:[email protected]
Swami Arshdev ji
Non-Executive & Non-Independent Director Website:
DIN : 09675672 www.patanjaliayurved.org

Ajai Kumar Arya ji Corporate Identification Number:


Non-Executive & Independent Director U24237DL2006PLC144789
DIN : 02013411

Rakesh Mittal ji Statutory Auditors


Non-Executive & Non-Independent Director B. M. Chaturvedi & Co.
DIN : 06759857 Chartered Accountants
32, Jolly Maker Chambers II,
Dr Sumedha ji Nariman Point, Mumbai – 400 021
Non-Executive & Independent Director
DIN : 06974737

Sadhvi Devvarenya ji Cost Auditors


Non-Executive & Independent Director Balwinder & Associates
DIN : 09675731 Cost Accountants
F-125, Phase VIII-B, Indl. Area, Mohali,
Shri Y D ARYA Chandigarh – 160 071
Chief Financial Officer

Shri Vineet Pant


Company Secretary
Internal Auditors
Secretarial Auditors Agarwal Maheswari & Co.
A. Chaturvedi & Associates Chartered Accountants
Company Secretaries 78, Bentinck Street, Shree Krishna
Chambers, 32, Jolly Maker Chambers II, Block- B, 3rd Floor, Suite #1C
Nariman Point, Mumbai – 400 021 Kolkata 700001

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.

3. Re-Appointment of Statutory Auditors of the Company for a consecutive term of


five years

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

4. APPOINTMENT OF SADHVI DEVVARENYA (DIN: 09675731) AS AN INDEPENDENT


DIRECTOR

To consider and if thought fit, to pass with or without modifications, the following resolution
as an ORDINARY RESOLUTION (S):-

“RESOLVED THAT Sadhvi Devvarenya (DIN: 09675731), who was appointed as an


Additional Director (in the category of Independent Director) of the Company with effect
from 22nd July 2022 on the Board of Directors of the Company in terms of Section 161

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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.”

5. Regularisation of Additional Director, Swami Arshdev by appointing him as Non-


Executive Director of the Company

To consider and if thought fit, to pass with or without modifications, the following
resolution as an ORDINARY RESOLUTION (S):-

“RESOLVED THAT Swami Arshdev (DIN: 09675672), who was appointed as an


Additional Director (in the category of Non-executive/Non-independent) Director of the
Company with effect from 22nd July 2022 on the Board of Directors of the Company in
terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of
this Annual General Meeting and who is eligible for appointment and 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 of the Company, be and is hereby appointed as a
Non-Executive (Non-Independent) Director of the Company, liable to retire by rotation.

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
.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A


PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3. Proxy, in order to be effective, should be duly stamped, completed, signed and


deposited at the Registered Office of the Company not less than 48 hours before the
commencement of the meeting. A Proxy form is sent herewith.

4. Corporate members intending to send their authorized representatives to attend the


meeting are requested to send a certified copy of the Board Resolution authorizing
their representative to attend and vote on their behalf at the meeting.

5. Subject to receipt of sufficient votes, the Resolution(s) shall be deemed to be passed


on the date of the 16th Annual General Meeting of the Company

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]

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

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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.

Details of appointment of Sadhvi Devvarenya as follows:

1 Name Sadhvi Devvarenya


2 DIN: 09675731

3 Age 31 years
4 Qualification: M.A from University of Patanjali

5 Experience: having experience of more than 2 years

6 Terms and conditions for Sadhvi Devvarenya has been appointed as


appointment: Independent Director of the Company for a term of
five years.

Salary & Perquisites – NIL

Sitting fees - She will not be paid any sitting fees


for attending the Meeting of Board thereof.
7 Shareholding in the NIL
Company:
8 Relationship with other She is not related to any other Directors, Manager
Directors, Manager and and other Key Managerial Personnel of the
other Key Managerial company
Personnel of the company
9 Chairmanship NIL
of Committees of other
Boards

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10. Directorship & Shareholding in other Companies:

Sr. Names of the Nature of interest or Shareholding


No. Companies/bodies concern/Change in
corporate/firms/association Interest or concern
of Individuals
NIL

Pursuant to Secretarial Standards on General Meeting (SS-2), the summary of performance


evaluation of Sadhvi Devvarenya is as follows:

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.

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

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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

ATTENDANCE SLIP

Folio No. :

Name & address of the Member :

Name of the Proxy (in Block letters) :


(to be filled in if the Proxy attends
instead of the member)

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.

Member/ Proxy’s Signature

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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

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]

Name of the Member(s) :


_____________________________________________________

Registered Address :
_____________________________________________________

Email Id :
_____________________________________________________

Folio No. :
_____________________________________________________

I/We, being the member(s) of Patanjali Ayurved Limited, holding __________


shares, hereby appoint

1. Name _______________________________Address :
_________________________________

e-mail id : ____________________________ Signature :


______________________or failing him

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:

10
Sr. No. Resolutions For Against
Ordinary Business
1. A. Adoption of Standalone Financial
Statements for the year ended 31st
March, 2022

B. Adoption of Consolidated Financial


Statements for the year ended 31st
March, 2022

2. To reappoint Shri Rakesh Mittal as Director,


who is liable to retire by rotation

3. Re-Appointment of statutory auditors of the


company for a consecutive term of five
years.
Special Business

4. Regularisation of Additional Director, Sadhvi


Devvarenya by appointing her as
Independent Director of the Company

5. Regularisation of Additional Director, Swami


Arshdev by appointing him as Non- Executive
Director of the Company

6. Ratification of the Remuneration fixed by


Board of Director for the Cost Auditor of the
company to audit the cost records of the
company for the financial year 2022-23

Signed this …………………. day of ……………………………………..2022

Signature of the Member: ___________________________ Affix a


Revenue
Signature of the proxy holder(s): ______________________ Stamp

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.

11
Route Map

ROUTE MAP

Route Map
R

To: Unit III, Patanjali Food & Herbal Park,


Vill. Padartha, Haridwar,
Laksar Road, Uttarakhand -249404

12
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

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year
under review.

CONSOLIDATED FINANCIAL STATEMENT

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

13
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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

Patanjali’ products based on the value propositions of ayurvedic, herbal, traditional,


domestic and at a reasonable pricing (profit not being the ultimate and only motive)
has caught the imagination of the nation and now even nearby countries, it has
successfully emerged as a strong contender to many established players with the
above value propositions.

During the Financial Year 2021-22 Company has registered a turnover of Rs


10,605.81 crores as compared to the total turnover of Rs. 9783.81 Crores of last year
.The Company earned Profit after Tax of Rs. 431.8 Crores for the financial period
under review, as against the Profit after Tax of Rs. 484.55 Crores compared with the
profitability of last year.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF


THE 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

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

14
(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

There were no frauds reported by the auditors of the company.

AUDITOR’S REPORT AND OBSERVATIONS IN AUDITOR’S REPORT

Name Nature Amount Amount Financial Forum Reply from


of of Demanded paid Year to where Management
Statute Dues (Rs. In (Rs. In which it dispute is
Lakhs) Lakhs) relates pending
Sales Sales 1257 428 2016-17 Appellate Your directors wish to
Tax Act Tax Authorities, clarify that for the
Bihar remaining amount
Sales VAT 899 0 2017-18 Telangana dispute is pending before
Tax Act High Court the authorities and
further action will be
taken after the outcome
Sales CST 62 0 2017-18 Telangana of the appeal.
Tax Act High Court

CGST GST 7509 7509 2017-18 Delhi High


Act to 2018- Court
19
Excise Excise 320 - Uttarakhand
Act High Court

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.

15
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.

LISTED NON-CONVERTIBLE DEBENTURES

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:

S No. Particulars of the Date of Date of Outstanding as on


Debentures Issued Issue Redemption 01st April 2021 (in Rs)
1 10.10% Secured, Rated, 29.05.2020 28.05.2023 250,00,00,000/-
Listed Redeemable, Non-
Convertible Debentures

16
The following series of NCDs issued during the Financial Year 2021-22 i.e. on 19th May
2021

S No. Particulars of the Date of Date of Amount (in Rs)


Debentures Issued Issue Redemption
1 9.25% Secured, Rated, 19.05.2021 18.05.2024 175,00,00,000/-
Listed Redeemable, Non-
Convertible Debentures

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.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company has taken following steps to optimise energy consumption:

A. Conservation of Energy:
1. The steps taken or impact on conservation of energy

- Various Energy Efficiency Programmes have been developed &


implemented in FY 2021-22;
- Improved power factor by Unity at Power distribution system by replacing the
de-rated capacitors & adding new Capacitor banks, where ever required.
- Implemented UPCL Time of Day tariff utilization plan & optimization the load
factor for minimizing the grid power Cost.
- Effective open access power trading for optimizing the power cost; Cost
saving of Rs. 10, 22,651 /- in FY 2021-22.
- Cost Savings of Rs. 77.22 Lakh by Waste herb dryer by utilizing the dry waste
herb from plants in Boiler as fuel.
- Optimizing the Diesel Generators performance by optimizing the loading &
maintaining the UPL above 3.5;
- Cost savings by VFDs implementation on electrical motors, pumps & blowers
at Utility & Process area.
- Implemented program for efficient compressed air system by arresting
leakages, modulating the process pressure Range & optimizing the
compressor pressure ranges, VFD- Non VFD operating pattern.
- Reduced the chemical usage & associated losses by analysing the cooling
tower performance parameters.
- Improved the condensate recovery at Boiler & increased the boiler efficiency
by utilizing the steam from A Block Boiler to B Block.

2. The steps taken by company for utilising alternate sources 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

3. The capital investment on energy conservation Equipment’s - NIL

B. Technology absorption-

17
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.

C. Expenditure on Research & Development, if any – Rs. 3,81,103.20/-

D. Details of technology imported, if any – Not Applicable

E. Whether imported technology fully absorbed – Not Applicable

F. Areas where absorption of imported technology has not taken place, if any – Not
Applicable

FOREIGN EXCHANGE EARNINGS & OUTGO:

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.

CORPORATE SOCIAL RESPONSIBILTIY:

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:-

S.No. Name of Member Designation

1. Shri Rakesh Mittal Ji Chairman


2. Shri Ajai Kumar Arya Ji Member
3. Dr. Sumedha Ji Member

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.

18
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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186


OF THE COMPANIES ACT, 2013

The Particulars of loans, guarantees or investments pursuant to Section 186 of the


Companies Act, 2013 are detailed in the audited financial statements for the year ended on
31st March, 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.

In a separate meeting of independent Directors, performance of non-independent directors,


performance of the board as a whole and performance of the Chairman was evaluated,
considering the views of executive directors and non-executive directors.

DECALARTION BY INDEPENDENT DIRECTOR:

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

19
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.

The details of the meeting and attendance are given below:

Name Designation No. of Board Meetings


Attended
Acharya Balkrishna ji Managing Director 6

Shri Ram Bharat ji Non-Executive Director 6

Swami Muktanand ji Director 6

Shri Rakesh Mittal ji Non-Executive Director 6

Shri Ajai Kumar Arya ji Independent Director 6

Dr. Sumedha ji Independent Director 6

AUDIT COMMITTEE:

Terms of Reference:- The scope of functions and terms of references of the Audit
Committee are as follows:

 the recommendation for appointment, remuneration and terms of appointment of


auditors of the company;
 review and monitor the auditor’s independence and performance, and
effectiveness of audit process;
 examination of the financial statement and the auditors’ report thereon;
 approval or any subsequent modification of transactions of the company with related
parties;
 scrutiny of inter-corporate loans and investments;
 valuation of undertakings or assets of the company, wherever it is necessary;
 evaluation of internal financial controls and risk management systems;
 Monitoring the end use of funds raised through public offers and related matters.

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:-

S. No. Name Category


1. Swami Mukta Nand Ji – Chairman (Executive Director)
2. Shri Ajai Arya Ji – Independent Director

20
3. Dr. Sumedha Ji – Independent Director

a) Meeting and attendance during the year:-

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

S.No. Name of Member Category Attendance

1. Swami Mukta Nand Ji Director 5


2. Shri Ajai Kumar Arya Ji Independent Director 5
3. Dr. Sumedha Ji Independent Director 5

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.

NOMINATION AND REMUNERATION COMMITTEE:

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—

(a) The level and composition of remuneration is reasonable and sufficient to


attract, retain and motivate directors of the quality required to run the company
successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management


involves a balance between fixed and incentive pay reflecting short and long-

21
term performance objectives appropriate to the working of the company and
its goals.

Details of the Composition of Nomination and Remuneration Committee, Name of


Members and Chairperson:

The following Directors were the members of Nomination and Remuneration Committee
during the reporting period:-

S. No. Name of Member Designation


1. Shri Rakesh Mittal Ji Chairman
2. Shri Ajai Kumar Arya Ji Member
3. Dr. Sumedha Ji Member

a) Details of the Meeting and attendance of Members:


During the Financial Year 2021-22 (One) committee meeting were held on 07-11-2021.
The attendance of members as follows:

S.No. Name of Member Category Attendance

1. Shri Rakesh Mittal Ji Chairman 1

2. Shri Ajai Kumar Arya Ji Member 1


3. Dr. Sumedha Ji Member 1

NOMINATION & REMUNERATION POLICY

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.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL


PERSONNEL AND PARTICULARS OF EMPLOYEES

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

22
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.

CONTRACT / ARRAGEMENT WITH RELATED PARTIES:

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

Your Company has an elaborate Risk Management Framework, which is designed to


enable risks to be identified, assessed and mitigated appropriately. The Board is
entrusted with the responsibility to assist in (a) Overseeing and approving the
Company’s enterprise wide risk management framework; and (b) Overseeing that all the
risks that the organization faces such as financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks have been identifie d and
assessed and there is an adequate risk management infrastructure in place, capable of
addressing those risks. Risk Management Policy can be accessed on the Company’s
website http://patanjaliayurved.org and weblink of the same is
http://patanjaliayurved.org/policies.html.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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.

SECRETARIAL AUDIT REPORT:

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.

ANNUAL GENERAL MEETING

During the year under review, Annual General Meeting of the company was held on 20-09-
2021 for the Financial Year 2020-21.

INDEPENDENT DIRECTORS MEETING

During the year under review, one [1] Independent Directors Meeting was duly held on
30-03-2022.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES

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:

1. Patanjali Food & Herbal Park Noida Private Limited


2. Patanjali Food & Herbal Park Nagpur Private Limited
3. Patanjali Food & Herbal Park Jammu Private Limited

Associate Company:

1. Patanjali Food & Herbal Park Private Limited


2. Patanjali Food & Herbal Park Andhra Sansthan
3. Patanjali Foods Limited (Formerly known as Ruchi Soya Industries Limited)

The highlights of performance of subsidiaries and associates and their contribution


to the overall performance of the company during the period under report can be
referred to in the AOC-1 attached as Annexure -1.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION


143(12):

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

KEY MANAGERIAL PERSONNEL

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.

DISCLOSURE UNDER REGULATION 53 OF THE SEBI (LISTING OBLIGATIONS AND


DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”):

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

Registrar & Transfer Agent

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.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE


(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

No complaint was received during the financial year 2021-22.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND


BANKRUPTCY CODE, 2016 (“IBC”)

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

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/ COURTS /


TRIBUNALS

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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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.

For and on behalf of the Board

‘ Sd/- Sd/-

(Acharya Balkrishna) (Ram Bharat)


Managing Director Director
DIN: 01778007 DIN: 01651754

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

Part “A”: Subsidiaries


( Fig. IN LACS)
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Reporting period for


Reporting currency and
the subsidiary
The date since Exchange rate as on the
concerned, if different Profit before Profit after Proposed % of
Sr. No. Name of the subsidiary when subsidiary last date of the relevant Share Capital Reserves Total Assets Total Liabilities Investments Turnover Provision for Taxation
from the holding Taxation Taxation Dividend Shareholding
was acquired Financial year in the case
company’s reporting
of foreign subsidiaries
period

Patanjali Food & Herbal Park


Nagpur Private Limited
1 15.09.2016 2021-22 NA 5,000.00 Nil 46,656.49 46,656.49 Nil Nil Nil Nil Nil Nil 99.90%

Patanjali Food & Herbal Park


Noida Private Limited
2 27.12.2016 2021-22 NA 6,546.19 Nil 19,435.93 19,435.93 Nil Nil Nil Nil Nil Nil 99.92%

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

Part “B”: Associates


( Fig. IN LACS)

Date on which the No. Shares of Net worth


Reason why the
Latest audited Associate or Joint Associate/Joint Amount of Investment Extend of Description of how attributable to
Name of associates/Joint associate/joint Profit/Loss for Considered in Not Considered in
Balance Sheet Venture was Ventures held by the in Associates/Joint Holding (In there is significant shareholding as per
Ventures venture is not the year Consolidation Consolidation
Date associated or company on the year Venture percentage) influence latest audited
consolidated
Acquired end Balance Sheet

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

REPORT ON CSR POLICY

1. A brief outline of the company's CSR policy:

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.

Main objectives of the company’s CSR Policy are

 Improving nutrition awareness of Communities.


 Making India an ideal place for the growth and development of Ayurveda and a
prototype for the rest of the world.
 To protect the environment, make the business as an environment friendly and to
ensure environment sustainability.
 To provide modern education through Gurukul System.
 To reduce the stress and duress in society arising out of calamities, pandemic, etc.

2. Composition of the CSR Committee during the reporting period:

Sr. Name Designation Number of Number of


No. meetings of meetings of
CSR CSR
Committee Committee
held during attended
the year during the
year
1 Shri Rakesh Mittal Chairman ( Non- 1 1
Ji Executive Director)
2 Shri Ajai Kumar Member (Independent 1 1
Arya Ji Director)
3 Dr. Sumedha Member (Independent 1 1
Director)

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

4. Provide the executive summary along with web-link(s) of Impact Assessment


of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

Impact assessment is not carried out during the financial year

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

(b) Amount spent in Administrative Overheads. - NIL

(c) Amount spent on Impact Assessment, if applicable. - NIL

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]. – Rs. 11.38 Crores

(e) CSR amount spent or unspent for the financial year:

Amount Unspent (in Rs.)


Total Amount
Total Amount transferred to Amount transferred to any fund specified
Spent for the
Unspent CSR Account as under Schedule VII as per second
Financial
per section 135(6). proviso to section 135(5).
Year. (in Rs.)
Amount. Date of Name of the Amount. Date of
transfer. Fund transfer.
11.38 Crore NIL NA NA NIL NA

(f) Excess amount for set off, if any

Sl. Particular Amount (in Rs.)


No.

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)]

7. Details of Unspent Corporate Social Responsibility amount for the preceding


three financial years:

Sl. Preceding Amount Balance Amount Amount transferred to a Amount Deficie


No. Financial transferred Amount in spent in Fund as specified under remaining to ncy, if
Year. to Unspent Unspent the Schedule VII as per be spent in any
CSR CSR Financial second proviso to succeeding
Account Account Year (in subsection (5) of section financial
under under Rs.). 135, if any years. (in Rs.)
section subsection
135 (6) (in (6) of Date of
Rs.) section Amount (in transfer.
135 (in Rs).
Rs.)

1. 2020-21 NIL NIL NIL NIL NA NIL NA

2. 2019-20 NIL NIL NIL NIL NA NIL NA

3. 2018-19 NIL NIL NIL NIL NA NIL NA

Total

8. Whether any capital assets have been created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired – NA

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/-

(Acharya Balkrishna) (Rakesh Mittal)


Managing Director Chairman- CSR
Committee
DIN : 01778007 DIN: 06759857

32
Annexure- 3

NOMINATION AND REMUNERATION POLICY

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

The Policy is applicable to:

• Directors
• Key Managerial Personnel
• Senior Management Personnel

DEFINITIONS

i. Board means Board of Directors of the Company.


ii. Directors mean Directors of the Company.
iii. Committee means Nomination and Remuneration Committee of the Company as
constituted or reconstituted by the Board.
iv. Company means Patanjali Ayurved Limited.
v. Independent Director means a director referred to in Section 149 (6) of the Companies
Act, 2013.
vi. Key Managerial Personnel (KMP) means-
i) Executive Chairman and / or Managing Director / Chief Executive Officer or
Manager;
ii) Whole-time Director;
iii) Chief Financial Officer;
iv) Company Secretary;
v) Such other officer as may be prescribed under the applicable statutory provisions /
regulations.
vi) mean the personnel of the company who are members of its core Management team
excluding Board of Directors comprising all members of management, one level
below the Executive Directors, including the functional heads.

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.

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iv) To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.

EFFECTIVE DATE:

This policy shall be effective from 27.03.2017.

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

This Policy is divided into three parts:

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

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY


THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

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

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR


MANAGEMENT

Appointment criteria and qualifications:

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:

1. Managing Director/Whole Time Director:

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

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR,


KMP AND SENIOR MANAGEMENT PERSONNEL

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.

2. Appraisals to the existing remuneration / compensation structure may be recommended


by the Committee to the Board and appraisals will be effective from the date as may be
approved by the Management from time to time.

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.

REMUNERATION TO WHOLE-TIME / EXECUTIVE / MANAGING DIRECTOR, KMP AND


SENIOR MANAGEMENT PERSONNEL:

The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors,


etc. shall be governed as per provisions of the Companies Act, 2013 and rule made there
under or any other enactment for the time being in force. The Whole-time Director / Managing
Director shall not be eligible for any monthly remuneration, However The Nomination and
Remuneration Committee shall make such recommendations to the Board of Directors, as it
may consider appropriate with regard to remuneration to Managing Director / Whole-time
Directors.

36
REMUNERATION TO NON- EXECUTIVE / INDEPENDENT DIRECTOR:

1. Remuneration:

No remuneration shall be paid to any of the Non-Executive Directors / Independent Directors


of the Company.

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

Details Pertaining to Remuneration as required under section 197 of the Companies


Act 2013 read with (Appointment and Remuneration of Managerial Personnel) Rules,
2014

1. The percentage increase in remuneration of Chief Executive Officer , Chief Financial


Officer and Company Secretary in the Financial year 2021-22:-

Name of Category Remuneration Remuneration % Increase in


KMP For FY 2020- for FY 2021-22 Remuneration
21 (Rs. In ( Rs. in Lakh) in FY 2021-22
Lakh)

Y D Arya Chief Financial 36.32 39.05 7.50


Officer
Vineet Pant Company Secretary 2.96 7.42 7.50

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

FORM No. MR-3


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014)

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.

PATANJALI AYURVED LIMITED (CIN: U24237DL2006PLC144789) is a Debt-listed public


limited company incorporated in India. The Company is engaged in the FMCG Business
comprising primarily of Ayurvedic Products, Foods and Refreshment Segments, Home
Care, Personal Care and Dairy Products. The Company has manufacturing facilities across
the country and sells primarily in India through independent distributors and exclusive stores.
The financial statements of the company comply with the Ind AS specified under section
133 of the Companies Act read with the Companies (Indian Accounting Standard) Rules,
2015, as amended.

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:

As informed to us by the management of the Company, disclosures required under Section


22 of the Micro, Small and Medium Enterprises Development Act, 2006 in MSME FORM I
relating to amount unpaid as at the year end, together with interest payable (if any) has not
been made / filed by the Company. During the financial year, Company has neither provided
for nor made any interest payment to micro, small and medium enterprises.

We further report that :


The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. However after the end of 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 and Swami Mukta Nand Ji (DIN:
01778508) ceased to be the Executive Director and Promoter Shareholder of the Company

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.

Decisions at the Board Meeting, as represented by the management, were taken


unanimously.

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 : 11 – A Certificate, signed by two directors or by a director and the company


secretary, specifying the shares held by any person, shall be prima facie evidence of the
title of the person to such shares.

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.

For A. CHATURVEDI & ASSOCIATES


(Company Secretaries)

Sd/-

Anshuman Chaturvedi
FCS No. – 11048
C.P. No. – 15990

Date : 31st May, 2022


Place : Mumbai

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

Our report of even date is to be read along with this letter.


1. Maintenance of Secretarial Records is to be responsibility of the management of the
company. Our responsibility is to express an opinion on these secretarial records
based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial
Records. The verification was done on sample / test-check basis to ensure that
correct facts are reflected in Secretarial records. We believe that the processes and
practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
books of accounts of the Company.
4. Where ever required, we have obtained the management representation about the
compliance of laws, rules and regulations, happening of events and applicability’s of
other laws etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards, is the responsibility of the management. Our examination was
limited to the verification of procedure on test basis / sample basis.
6. We do not assure / confirm by virtue of this report that the company is in 100%
compliance with the requirement of various statue/laws since we have carried out this
on test-check/ sample basis.
7. The Secretarial Audit Report is neither an assurance as to the future viability of the
company nor of the efficacy or effectiveness with which the management has
conducted the affairs of the company.
For A. CHATURVEDI & ASSOCIATES
(Company Secretaries)

Sd/-

Anshuman Chaturvedi
FCS No. - 11048
C.P. No.- 15990
Date : 31st May, 2022
Place : Mumbai

UDIN : F011048D000440620

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