Parag Milk Foods Ltd
Directors Reports
To,
The Members,
Parag Milk Foods Limited
Your Board of Directors ("Board") takes pleasure in
presenting the 31st Annual Report along with the Audited Standalone and
Consolidated Financial Statements of Parag Milk Foods Limited ("Parag" or
"Company" or "your Company") for the financial year ("FY")
ended March 31, 2023. The consolidated performance of the Company and its subsidiary has
been referred to wherever required.
In Compliance with the applicable provision of the Companies Act, 2013
("Act") and the Securities and Exchange Board of India ("SEBI")
(Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this report covers the financial results and other developments during
the financial year from April 1, 2022 to March 31, 2023, with respect to the Company and
its Subsidary Company. The consolidated entity has been referred to as "Parag
Group" or "Group" in this report.
FINANCIAL SUMMARY - HIGHLIGHTS
The Standalone and Consolidated Financial Statements of the Company for
the Financial Year ended March 31, 2023, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 and
Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the
Act. The summarized Financial Results of the Company (Standalone & Consolidated) for
the Financial Year ended March 31, 2023 are presented below:
(Rs in Million)
|
Standalone |
Consolidated |
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operations |
28,532.00 |
20,256.07 |
28,926.20 |
20,717.54 |
| Other Income |
351.62 |
89.61 |
451.57 |
210.40 |
| Total Income |
28,883.62 |
20,345.68 |
29,377.77 |
20,927.94 |
| Earnings before interest, Depreciation and Tax |
1741.17 |
(4,197.65) |
1,634.93 |
(4,173.51) |
| Less :- Depreciation |
540.73 |
509.31 |
572.75 |
537.44 |
| Less:- Interest |
528.57 |
470.36 |
551.56 |
509.59 |
| Profit before Tax and exceptional items |
671.87 |
(5,177.32) |
510.62 |
(5,220.54) |
| Exceptional Items |
- |
-- |
- |
-- |
| Profit / (Loss) before tax |
671.87 |
(5,177.32) |
510.62 |
(5,220.54) |
| Less:- Tax expense |
|
|
|
|
| (1) Current Tax: |
|
|
|
|
| (2) MAT (Credit) / Revesal |
- |
- |
- |
- |
| (3) Deferred tax: |
(13.04) |
79.16 |
(21.92) |
69.34 |
| (4) Tax adjustment in respect of ealier years |
- |
35.07 |
- |
35.07 |
| Profit for the Period / Year After Tax (PAT) |
684.91 |
(5,291.55) |
532.54 |
(5,324.95) |
| Dividend on equity shares (including tax on dividend) |
Nil |
Nil |
Nil |
Nil |
| Earnings per Share |
|
|
|
|
| Basic |
6.52 |
(56.56) |
5.07 |
(56.91) |
| Diluted |
6.34 |
(55.19) |
4.96 |
(55.54) |
Note: Due to rounding off, numbers presented in the above table may
not add up precisely to the totals provided in Financial Statements.
FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
Standalone
At Standalone level, the total Revenue from operations for FY 2022-23
increased by 41% to ^28,532.00 Million against ^20,256.07 Million in the Previous Year
2021-22. The Standalone Profit Before Tax for FY 2022-23 increased to f671.87 Million
against f(5,177.32) Million in the Previous Year 2021-22. The Standalone Profit after Tax
for FY 2022-23 increased to f684.91 Million against f(5291.55) Million reported in the
Previous Year 2021-22. The Operations and Financial Results of the Company are elaborated
in the Management Discussion and Analysis Report.
Consolidated
Consolidated Revenue from Operations for FY 2022-23 stood at ^28,926.20
Million reporting a growth of 39.60% as compared to ^20,717.54 Million in FY 2021-22
driven by improvement in core categories which reported 43.50% growth. The Consolidated
Profit Before Tax for FY 2022-23 increased to f510.62 Million from f(5220.54) Million in
the Previous Year 2021-22. The Consolidated Profit After Tax for FY 2022-23 stood at
f532.54 Million as compared to f(5324.95) Million in the Previous Year 2021-22.
PERFORMANCE ANALYSIS, OUTLOOK & OUR BUSINESS
The Company had started on a positive note and had delivered record
revenue for the 1st Quarter ended June 30, 2022. Consolidated income from
operations stood at ^6,909.34 Million registering a growth of 57.6% Y-o-Y and 22.9% Q-o-Q
driven by robust volume and value growth across categories. Gross Profit, EBIDTA and
Profit After Tax were lower compared on a quarter on quarter basis. The share of
value-added Products for Q1 FY 2022-23 was 61.8% of total revenue, while that of liquid
milk was 12.8% and the same for Skimmed Milk Powder was 25.4%.
For Q2 FY 2022-23; the overall festive buoyancy being felt across all
product categories, resulting in healthy demand growth. Decent volume growth in core
product categories of ghee, cheese and paneer was reported. Consolidated total income from
operations of ^6,648.40 Million registering a growth of 24.9% Y-o-Y driven by robust
volume and value growth across categories. The share of value-added Products for Q2 FY
2022-23 was 74.5% of total revenue, while that of liquid milk was 12% and the same for
Skimmed Milk Powder was 13.5% respectively.
The Company associated with national shows like Kaun Banega Crorepati
("KBC") and Super Singer for Gowardhan Ghee and Go Cheese respectively. E-
commerce business grew by 76% Y-o-Y in Q2 FY 2022- 23. Company also commenced the Lactose
Value Added Plant and was working on cold-room facilities across India.
For Q3 FY 2022-23; the Company registered an all time quarterly high
revenue at ^7358.90 Million recording a robust growth of 36.6% Y-o-Y at consolidated
level. The growth was broad-based with all distribution channels of General Trade, Modern
Trade, Ecommerce and HORECA contributing to the growth. Gross Profit stood at f1556.1
Million as compared to f1507.5 Million in Q3 FY 2021-22. The share of new age business was
3.8%, while for liquid milk being 8.1% and value-added products at 74.8% of total revenue,
while that for Skimmed Milk Powder was 12.5% respectively.
Core categories of Ghee and Cheese had seen continuous traction
throughout the year and posted a growth of457% Y-o-Y and 14.1% Q-o-Q for Q3 FY2022-23.
Overall, the year posted a very strong momentum on demand across
business verticals and FY 2022- 23 posted highest revenue of ^28,926.20 Million; led by
volume, value, and product mix. The outstanding performance was driven by extensive
distribution reach and outlet coverage, coupled with impact led marketing and branding
campaigns and premium pricing in flagship products. The share of new age business was 3.3%
while liquid milk took 9.4% and value-added Products at 69.3% of total revenue. Skimmed
Milk Powder was 18% Y-o-Y.
During the year under review, core categories of Ghee and Cheese have
seen continuous traction throughout the year and have posted a growth of 43.5% Y-o-Y, led
by volume growth of 21.5% YoY.
The protein portfolio consisting of the Premium Brand Avvatar,
continued its momentum and recorded robust 123% growth Y-o-Y, led by 69% volume growth
Y-o-Y.
The overall business growth was broad-based with all distribution
channels contributing to performance.
E-commerce business has grown by ~2.2x on a Y-o-Y basis.
For FY 2022-23, the General Trade, Modern Retail and HORECA verticals
posted a growth of 37% Y-o-Y, 42% Y-o-Y and 35% Y-o-Y respectively. The overall retail
presence expanded by 30% Y-o-Y to reach 4.6 lacs retail touchpoints.
BRAND BUILDING INITIATIVES & MARKETING HIGHLIGHTS
GOWARDHAN: The Company has strengthened its brand equity reach by
adopting unique content led impact marketing and branding activities. Some of the recent
activities include association with the national show "Kaun Banega Crorepati
(KBC)" - a campaign promising 100 Cr+ Eyeballs which enabled the Company to widen
its reach in tier 2 and tier 3 cities through strong brand messaging 'Garv Se
Gowardhan'. Gowardhan had India's best Brand Integration.
GO CHEESE: Our Company also associated with "SUPER
SINGER" for promotion of GO Cheese. There were Outdoor campaigns with 1000+ Sites
on display; focusing on Pune, Ahmedabad, Udaipur Jaipur, Kolkata, Nagpur, Lucknow, Indore,
Surat, Chandigarh, Jalandhar, Amritsar and Bhopal.
Retaining its core theme "Make it amazing" the brand
Go Cheese has participated in one of the most popular show "Anupama", enabling
the Company to gain strong consumer connect.
AVVATAR: Pa rag Milk Foods is the only Indian Company to manufacture
Whey Protein in India.
The Company undertook brand activation drive for its premium protein
brand "Avvatar" in IHFF (International Health, Sports & Fitness) festival
associating with the health and fitness icon - The Great Khali. The event had a massive
footfall of 1 Lakh+ visitors garnering strong brand equity.
PRIDE OF COWS: Company associated & curated experiences with
one of India's leading concerts (Singer-Arijit Singh) and Christmas activations (Hamleys).
The Company is providing consistent media support to all of its brands
with investments of 80% of media spends in AIR and Building brands over new age
influencers content strategy.
Our impact led marketing campaigns coupled with an aggressive
distribution drive continue to strengthen our brand equity.
EXPANSION OF SUBSIDIARY
The Company is expanding its wholly owned subsidiary ("WOS") "Bhagyalakshmi
Dairy Farm Private Limited"
("Wholly Owned Subsidiary" / "Bhagyalaxmi"), which
supplies exclusively to our brand "Pride of Cows" and is expected to
reach over 15,000 cows by FY 2026-27.
REVIEW OF OPERATIONS
Strong network and steady relationship with 5 lakh farmers and more
than 300 Bulk Milk Coolers ("BMC") across India has helped our Company to stand
strong in the fluctuating situations throughout the year including turmoil in the dairy
industry due to exponential rise in export of butter, skimmed milk powder, lumpy cow
disease and heavy monsoons. During the year our Plant procurement purchase increased by
20% from 14 lac liters a day to 18 lac liters a day. The Company is built on the backbone
of a robust network comprising of 29 Depots, 300 Super Stockists, 3000+ Distributors and
4.6 Lakh Retail touch points.
The Company is optimizing its productivity to drive growth whereby:
• More than 70% of GT Business has been covered in sales force
automation
• Leveraging vendors, re-negotiations, reverse auctions, office
consolidation •
• Depot & Cold Storage restructuring
• Beat planning in opportunity markets The aim of the Company is
to reach 5 Lakh retail touch points by FY 2024-25 and 13-15 Lakh Touch Points by FY
2026-27. The expansion would be driven by:
- Increasing distribution dominance in < 1 lakh towns
- Building Depots and infrastructure across India
- Aggressive outlet expansion
There was no change in the nature of business of the Company.
BRAND BUILDING: STRATEGY
The Company's foremost strategic priority is to be one of the best
performing, most trusted and respected dairy FMCG companies across stakeholders.
There are 5 Major Strategic Priorities of the Company as under:
1. Strengthening and accelerating core categories
2. Brand Building & Innovation
3. Evolving a route to market
4. Strengthening New Age business
5. Optimizing Productivity to drive growth
EXPORT MARKET
Parag Milk Foods Limited continues to enjoy a strong presence and brand
recall of Go and Gowardhan brands across several geographies through its exports to UAE,
Singapore, Mauritius, Oman, Kuwait, Saudi Arabia, Congo, Hong Kong, Philippines, Sri
Lanka, Bangladesh, Maldives, USA, Thailand, Nepal, Bhutan etc.
Our export sales has contributed 1.09% to the overall revenues. Our
products received good recognition in key markets of Middle East, South East Asia, Africa
and Indian subcontinents.
PHILANTHROPIC ACTIVITIES
The Company has been efficacious in philanthropic activities for the
community as a whole whereby even during the onset of the Second Wave of COVID-19
pandemic, the Company has continued to work on the following areas viz:
• Food & Water facilities - Providing three nutritious meals
to Covid Patients and Hospital staff on daily basis
• Healthcare - Provided health kit to Corona Warriors on a
consistent basis
• Education
• Animal Welfare
• Sanitation
In conjunction with State Government of Maharashtra, Company developed
the JUMBO COVID hospital to provide necessary medical support for the local residents of
Manchar.
DIVIDEND DISTRIBUTION POLICY
The Company has formulated Dividend Distribution Policy in accordance
with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any amendments thereto for bringing transparency in the matter of
declaration of dividend and for protecting the interest of investors.
Your Company intends to maintain similar or better levels of dividend
payout in future. However, the actual dividend payout in each year will be based on the
profits and investment opportunities of the Company.
The policy is available on the website of the Company at
https://www.paragmilkfoods.com/policy.php?id=52
TRANSFER TO RESERVE
During the Financial Year 2022-23, there was no amount proposed to be
transferred to the Reserves.
DIVIDEND
The Board of Directors at its meeting held on April 29, 2023, decided
not to recommend dividend for the financial year ended March 31, 2023 in order to conserve
the resources of the Company and for long term requirement of funds.
The dividend payout has always been in accordance with the Company's
Dividend Distribution Policy which has been adopted in accordance with Regulation 43A of
Listing Regulations as available on the website of the Company at www.paragmilkfoods.com
and which also forms part of this Annual Report.
SHARE CAPITAL
During FY 2022-23, the Company's paid-up Equity Share Capital increased
from f953.76 Million to ^1,173.76 Million consequent to the allotment of 1,10,00,000 (One
Crore Ten Lakh) Equity Shares of f10/- (Rupees Ten only) each fully paid-up on
preferential basis to AG Dynamic Funds Limited (Investor) and 10,00,000/- (Ten Lakh)
Equity Shares of f10/- (Rupees Ten only) each fully paid-up on preferential basis to
Pivotal Business Managers LLP (Investor). Also, 20,00,000 Warrants of face value f10/-
(Rupees Ten only) each were allotted to Ms. Akshali Shah belonging to Promoter group
entitling her for the subscription of equivalent number of equity shares of f10/- (Rupees
Ten Only) each.
Further, during the year, the Company converted 1,00,00,000 Convertible
Share Warrants into 1,00,00,000 equity shares of face value of f10/- (Rupees Ten only)
each allotted to Promoter and Promoter group viz Mr. Devendra Prakash Shah and Mrs. Netra
Pritam Shah.
As on March 31, 2023, Ms. Akshali Shah - Member of Promoter Group &
Executive Director holds 20,00,000 Warrants convertible into 20,00,000 equity shares of
face value of f10/- each.
MATERIAL CHANGES AFFECTING THE COMPANY
Some material changes and commitments affecting the financial position
of the Company occurred between April 1, 2023 till the date of signing this report.
Mr. Pritam Shah, Managing Director of the Company was provided with
added responsibility of the office of Interim Chief Financial Officer (CFO) w.e.f. April
29, 2023 and consequent to that Mr. Surendra Malaviya was released from the office of
Interim CFO w.e.f. April 28, 2023. Currently, Mr. Pritam Shah bears dual responsibility as
the Managing Director and Interim CFO of the Company.
The Company has over the years, advanced funds to M/s. Bhagyalaxmi
Dairy Farms Pvt. Ltd. ('Wholly Owned Subsidiary' / 'Bhagyalaxmi') towards supply of
materials to the Company. Out of the said advances, an amount of f300 Million was
converted into short- term loan as on March 31, 2023 with a provision of interest @8.75%
per annum, in order to utilize the said funds by the Wholly Owned Subsidiary for its
working capital needs, expansion and general corporate purposes. The Company further,
invested f419.6 Million including conversion of the said amount of short- term loan of
f300 Million towards infusion in the equity shares of Face Value of f10/- per share of
Bhagyalaxmi at later stage.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has one Wholly Owned Subsidiary as on March 31, 2023. There
were no material changes in the nature of the business of the subsidiary. During FY
2022-23, no new subsidiary was incorporated / acquired. The Company does not have any
associate company, nor has it entered into a joint venture with any other company.
Bhagyalaxmi Dairy Farms Private Limited:
Pursuant to the provisions of Section 129(3) of the Act a statement
containing the salient features of financial statements of the Company's Subsidary in Form
No. AOC-1 is enclosed as Annexure I to this report.
Pursuant to Listing Regulations, the Company has formulated a policy
for determining its 'material subsidiaries'. The said Policy is uploaded on the website of
the Company at www.paragmilkfoods.com.
Performance highlights of the subsidiary is given below:
(Rs in Million)
| Sr. Particulars No. |
FY 2022-23 |
FY 2021-22 |
| 1. Total Revenue |
902.83 |
808.46 |
| 2. Profit/(Law) before Interest, Tax and Depreciation |
(106.17) |
24.13 |
| 3. Profit Profit/(Law) after Tax |
(167.03) |
(33.41) |
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the
Company and its subsidiary have been prepared in the same form and manner as mandated by
Schedule III to the Companies Act, 2013 and shall be laid before the forthcoming 31st
Annual General Meeting ("AGM") of the Company.
The Audited Financial Statements of the Company and subsidiary are
available on the website of the Company at www.paragmilkfoods.com. Further a copy of the
Audited Financial Statements of the subsidiary shall be made available for inspection at
the registered office of the Company during business hours on any working day upto the
date of Annual General Meeting. As per Section 136 of the Companies Act, 2013, any
shareholder interested in obtaining a copy of separate Financial Statements of the
subsidiary shall make specific request in writing to the Company Secretary.
CREDIT RATING
The Company was given revised ratings twice during the FY 2022-23 by
the Credit Rating Agency, ICRA Limited ("ICRA") in July and December 2022.
Ratings were further revised by ICRA in May 2023.
In July 2022, ICRA revised and downgraded its rating assigned to the
Company for the long-term Rating to [ICRA] BBB+ (Negative) from [ICRA] A (Stable)and for
short-term Rating to [ICRA]A2 from [ICRA]A2+. In case of rating for Non-Convertible
Debentures the rating was Long-term Rating of [ICRA] BBB+ (Negative) from [ICRA] A
(Stable) due to the announcement of the Q4 FY 2021-22 results.
In December 2022, the ratings assigned to Company were revised and
downgraded for the long- term Rating to [ICRA] BBB (Negative) from [ICRA] BBB+ (Negative)
and for short-term Rating to [ICRA]A3+ from [ICRA] A2. In case of rating for
Non-Convertible Debentures the rating was Long-term Rating of [ICRA] BBB (Negative) from
[ICRA] BBB+ (Negative) due to the announcement of the Q2 FY 2022-23 results.The overall
ratings were downgraded due to expectation that the financial profile/ performance of
Company was likely to weaken owing to ongoing pressure on profitability margins and higher
borrowing levels, leading to moderation in the Company's debt protection metrics.
Further, in May 2023, ICRA Limited had downgraded the credit rating for
the credit facilities availed by the Company, for the Long-term Rating to [ICRA]
BBB-(Negative) from [ICRA] BBB (Negative) and for Short-term Rating to [ICRA]A3 from
[ICRA]A3+. In case of Non-Convertible Debentures, the rating was Long-term Rating of
[ICRA]BBB-(Negative) from [ICRA] BBB (Negative) due to Q4 & FY 2022-23 Results.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment of Directors:
On recommendation of Nomination and Remuneration Committee, the Board
of Directors of the Company, approved the appointment of Ms. Akshali Shah (DIN: 06575079)
as Executive Director at its meeting held on June 30, 2022 w.e.f. the date of
shareholders' approval. Further, the Board at its meeting held on November 14, 2022
approved the appointment of Mr. Dnyanesh Darshane (DIN: 08515431) as an Independent
Director of the Company w.e.f. the date of shareholders' approval. The Shareholders vide
Postal Ballot process on December 25, 2022, approved appointments of Mr. Dnyanesh Darshane
(DIN: 08515431) as Independent Director and Ms. Akshali Shah (DIN: 06575079) as Executive
Director on the Board of the Company.
Mr. Devendra Shah - Chairman & Whole-time Director and Mr. Pritam
Shah, Managing Director were re- appointed for a further period of 3 (three) years from
April 1, 2023 to March 31, 2026. These re-appointments were approved by shareholders at
the 30th AGM held on September 30, 2022 and the term of office of Mr. Devendra
Shah - Chairman & Whole-time Director shall be liable to retire by rotation.
During the year, two Directors ceased to be associated with the Company
viz, Mr. B. M. Vyas (Non-Executive Director) resigned from the Board w.e.f. June 29, 2022
due to old age health reasons. Also, Mr. Ramesh Chandak (Independent Director) resigned
from the Board w.e.f. August 12, 2022 on account of personal commitment and other
professional commitments which may lead to conflict of interest. It is further confirmed
that there were no other material reason for the resignation other than those mentioned
above.
Declarations by Independent Directors
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the
Independent Directors fulfill the conditions of independence specified in Section 149(6)
of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and Company's Code of Conduct for Directors and
Senior Management Personnel. The Independent Directors of the Company have confirmed that
they have registered their names in the data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Further, the Board affirms the highest levels of integrity, expertise
and experience of the Independent Directors appointed during the year.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 2(51) and Section 203 of the Act
read with Rules framed thereunder, the following are the Key Managerial Personnel of the
Company as on March 31, 2023:
| 1. Mr. Devendra Shah - |
Chairman & Whole time Director |
| 2. Mr. Pritam Shah - |
Managing Director |
| 3. Ms. Akshali Shah - |
Executive Director |
| 4. Mr. Virendra Varma - |
Company Secretary (CS) & Compliance
Officer |
| 5. Mr. Surendra Malaviya - |
Interim CFO |
During the year, Mr. Surendra Malaviya was appointed as Interim Chief
Financial Officer from June 30, 2022 subsequently upon the appointment of Mr.
Krishnamurthy Suryanarayan as the Whole time Chief Financial Officer on October 18, 2022,
Mr. Malaviya ceased to hold the office of Interim Chief Financial Officer. On November 13,
2022, Mr. Suryanarayan resigned from the post of Whole time CFO and Mr. Malaviya was
re-appointed as the Interim Chief Financial Officer on November 13, 2022.
Ms. Rachana Sanganeria resigned from the post of Company Secretary
& Compliance Officer w.e.f. September 30, 2022 and Mr. Virendra Varma was appointed as
Company Secretary & Compliance Officer w.e.f. October 18, 2022.
Mr. Pritam Shah was provided with added responsibility of the office of
Interim Chief Financial Officer and consequently his designation changed to Managing
Director & Interim Chief Financial Officer w.e.f. April 29, 2023. Mr. Surendra
Malaviya was released from the office of the Interim Chief Financial Officer w.e.f. April
28, 2023.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company met seven (7) times during the
financial year. The details of composition of the Board and its Committees, their meetings
held during the year under review and the attendance of the Directors/ Committee Members
at the respective meetings are provided in the Corporate Governance Report section of this
Annual Report.
During the year under review, the Board accepted all the
recommendations made by the Audit Committee. The Board evaluates the recommendations made
by Audit Committee and seeks further information as they may require. There were no
instances where the Board has not accepted any recommendation of Audit Committee.
Committees of the Board
The Board of Directors has the following Committees as on March 31,
2023:
1. Audit Committee
2. Nomination and Remuneration Committee ("NRC");
3. Stakeholders' Relationship Committee ("SRC");
4. Corporate Social Responsibility Committee ("CSR");
5. Risk Management Committee ("RMC"); and
6. Finance Committee
The details of the Committees along with their composition, number of
meetings held and attendance at the meetings are provided in the Corporate Governance
Report.
BOARD EVALUATION
The Company believes in value for its shareholders through ethical
processes & integrity. The purpose of Board feedback is to identify opportunities for
enhancing the effectiveness of the Board as a whole. The Evaluation Policy and Criteria is
duly approved by NRC. This process at the Company is conducted through structured
questionnaires which covers various aspects of the Board's functioning prepared after
circulating the draft forms, covering various aspects such as structure of the Board,
qualifications, experience and competency of Directors, diversity in Board, effectiveness
of the Board processes, among others.
Evaluation plays a very important role in ensuring that the Company's
progress is monitored and timely inputs are given to enhance its performance and set the
right direction for profitable growth fully complying with relevant regulatory
requirements.
Pursuant to the provisions of the Act and Regulation 17(10) of Listing
Regulations and as prescribed in the stated policy of the Board, the Board has carried out
an annual performance evaluation of (i) the Directors (Independent and non-Independent);
(ii) Board itself (as a whole); (iii) Committees and (iv) fulfillment of Independence
criteria. The Board performance was evaluated based on inputs received from the Board
members after considering criteria such as Board composition and structure, effectiveness
of Board/ Committee processes and information provided to the Board etc.
The performance of the Executive Chairman was evaluated after seeking
the inputs from all the Directors other than the Chairman on the basis of the criteria
such as chairman competency, value addition, leadership qualities, ease of communication,
risk handling & mitigation, stakeholder relationship, personal attributes etc.
In terms of the requirements of the Act, a separate meeting of the
Independent Directors was also held during the year. The Independent Directors at their
meeting held on March 28, 2023 reviewed the performance of the Chairman, Non-Independent
Directors of the Company and overall performance of the Board and Committees as mandated
by Schedule IV of the Act and Listing Regulations.
The evaluation exercise highlighted the key areas requiring
improvisation in order to strengthen the performance and the effectiveness of the Board
and Committee Meetings held by the Company.
Familiarisation Programme for Independent Directors
The Company already has an elaborate familiarization programme in place
for effective induction of Independent directors. The Board acknowledged this and
reiterated the importance of a rigorous execution of the induction process to ensure a
smooth transfer and seamless integration of the new Board Members.
Pursuant to Regulation 25(7) and 46 of the SEBI Listing Regulations,
the details of the familiarisation programme imparted to the Directors are explained in
the Report on Corporate Governance and are also available on the Company's website i.e.
www.paragmilkfoods.com under 'Investors' tab.
Policy on Appointment and Remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel
The Board of Directors has formulated a Nomination and Remuneration
Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and
Regulation 19 of the Listing Regulations dealing with appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management Personnel.
The policy covers criteria for determining qualifications, positive
attributes, independence and remuneration of its Directors, Key Managerial Personnel and
Senior Management Personnel.
The Nomination & Remuneration Policy is available on the website of
the Company and the web-link of the same is https://www.paragmilkfoods.com/policy.
php?id=38
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies
Act, 2013, with respect to the Director's Responsibility Statements, your Directors make
the following statements:
a) that in the preparation of the annual financial statements for the
Financial Year ended March 31, 2023, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit and loss of the Company for the Financial Year ended
March 31, 2023;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the directors had prepared the annual financial statements for
the Financial Year ended March 31, 2023 on a going concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
At the AGM held on September 30, 2022, the Shareholders approved the
'Parag Milk Foods Limited - Employee Stock Option Plan 2022' ("ESOP 2022"/
"Plan") authorizing the Board and the NRC to create, issue and grant in one or
more tranches subject to maximum 5,00,000 (Five Lakh) stock options to such persons
working exclusively with the Company and its subsidiary.
The said 5,00,000 (Five Lakh) stock options shall be exercisable into
not more than 5,00,000 (Five Lakh) equity shares ("Shares") of face value of
f10/- (Rupees Ten) each fully paid-up, out of which 3,23,985 (Three Lacs Twenty-Three
Thousand Nine Hundred Eighty-Five) Shares to be sourced from primary issue by the Trust
from the Company and 1,76,015 (One Lac Seventy-Six Thousand Fifteen) Shares through the
existing irrevocable employee welfare trust of the Company namely 'Parag Milk Foods
Employees Stock Option Trust' ("Trust").
Details required to be provided under Section 62 of the Act and Rule
12(9) of Companies (Share Capital and Debenture Rules, 2014) and Regulation 14 of SEBI
(Share Based Employee Benefits) Regulations, 2021 read with SEBI Circular dated June 16,
2015 are provided in Annexure II. The certificate issued by the Secretarial
Auditors for the compliance under Regulation 13 of SEBI (Share Based Employee Benefits)
Regulations, 2021 shall be placed before the Members at the 31st AGM.
Further, the Company at its 31st AGM shall place the
amendments which were approved by the Board at its meetings held on April 29, 2023 and
August 5, 2023 for shareholders' approval.
The details of the same are provided in the explanatory statement
annexed with the notice of the 31st AGM. A brief of the proposed amendments/
approvals to be placed are as follows:
• to limit the maximum number of Options to be granted per
employee and in aggregate in any year shall not exceed 1,00,000 stock options
• to transfer the unused 10,00,000 stock options under ESOP 2019
to ESOP 2022 i.e. 10,00,000 Options convertible into 10,00,000 Equity Shares having face
value of f10/- each and to revise the total ESOP pool from existing 5,00,000 stock options
to 25,00,000 stock options under the ESOP 2022
• grant of options to employees of the Company or its Subsidiary.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, in line with the size,
scale and complexity of its operations. Audit Committee, comprises of professionally
qualified Directors, who interact with the statutory auditors, internal auditors and
management in dealing with matters.
Internal Financial Controls are an integrated part of the risk
management process which in turn is a part of Corporate Governance addressing financial
reporting risks. The Internal Financial Controls have been documented and embedded in the
business processes. Your Company's approach on Corporate Governance has been detailed out
in the Corporate Governance Report.
The Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors' Responsibility Statement contains a
confirmation as regards to adequacy of the internal financial controls.
Assurances on the effectiveness of Internal Financial Controls are
obtained through management reviews, self-assessment, continuous monitoring by
departmental heads as well as testing of the internal financial control systems by the
internal auditors during the course of their audits.
The Audit Committee and the Board are of the opinion that the Company
has sound Internal Financial Control commensurate with the nature and size of its business
operations and operating effectively and no material weaknesses exist during the financial
year 2022-23.
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which forms part of the Annual
Report.
RISK MANAGEMENT GOVERNANCE
The Board has an overall responsibility for governance of the Company's
risk management. The Board approves the Company's risk policies and oversees management in
the designing, implementation and monitoring of risk management systems. It also has the
authority to approve any deviation in risk management policies or any breach of risk
limits.
The Company has ensured the development and implementation of a risk
management policy for identification of elements of various risks within and outside the
organisation, if any, which in the opinion of the Board may threaten the existence of the
Company and for the effective mitigation of risk.
The RMC constituted by the Board assists the Board in monitoring and
reviewing the risk management for business operations, implementation of the risk
management framework of the Company and such other functions as Board may deem fit.
The Risk Management framework, inter alia, includes identification of
internal and external risks, including financial, operational, sectoral, information,
cyber security, strategic or any other risk as may be determined by the Risk Management
Committee and the measures for risk mitigation.
The detailed terms of reference and the composition of RMC are set out
in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a robust vigil mechanism in place in the form of Code
of Conduct ("COC") which enables its stakeholders to report concerns about
unethical or inappropriate behaviour, actual or suspected fraud, leak of unpublished price
sensitive information, unfair or unethical actions or any other violation of the COC.
The Company has adopted a 'Whistle-Blower Policy' / 'Vigil Mechanism'
for Directors and Employees. The vigil mechanism of the Company provides for adequate
safeguards against victimization of directors, employees and third parties who avail of
the mechanism and also provides for direct access to the Chairman of the Audit Committee
in exceptional cases. The provisions of this policy are in line with the provisions of the
Section 177 (9) of the Act and the SEBI Listing Regulations.
The Company did not receive any complaints from the employees regarding
violation of Code of Conduct or other matters whatsoever.
The functioning process of this mechanism has been more elaborately
mentioned in the Corporate Governance Report forming a part of this Annual Report. The
Whistle Blower Policy has been uploaded on the Company's website and which can be accessed
at https://www.paragmilkfoods.com/policy.php?id=42
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted a Corporate Social Responsibility Committee
and details of the composition are given separately as part of the Corporate Governance
Report. The Company has undertaken the CSR activities in accordance with the CSR Policy of
the Company adopted in accordance with Schedule VII of the Act. The Company's CSR Policy
can be accessed on the Company's website at www.paragmilkfoods.com under 'Investors' tab.
The brief outline of the CSR Philosophy, CSR policy, salient features
of and the initiatives undertaken by the Company on CSR activities during the year under
review are set out in this report in the format prescribed under Rule 9 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 and are annexed as Annexure III and
forms an integral part of this Report.
RELATED PARTY TRANSACTIONS
During the year under review i.e. 2022-23, all Transactions that were
entered into with the related parties were in ordinary course of business and at arms'
length basis with prior Audit Committee approval. Therefore, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of the Companies Act w.r.t.
contracts or arrangements with related parties under Section 188(1) in Form AOC-2 is
not applicable to the Company for the FY 2022- 23 and hence, the same is not provided.
There were no materially significant related party transactions entered into by the
Company with the promoters, key management personnel or other designated persons that may
have potential conflict with the interests of the Company at large.
The Audit Committee grants omnibus approval for the transactions that
are in the ordinary course of business and repetitive in nature. For other transactions,
the Company obtains specific approval of the Audit Committee before entering into any such
transactions. All related party transactions are placed before the Audit Committee on a
quarterly basis. The same are also placed before the Board for seeking their approval.
Further, the Company has not entered into any transaction of a material nature with the
Promoters, subsidiary of the Company, Directors, Key Managerial Personnel or their
relatives etc. that may have potential conflict with the interests of the Company.
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Policy on Related Party Transactions and the same can be
accessed on the Company's website i.e. www.paragmilkfoods.com 'Policies' tab under
Investors Section.
PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE
PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
The loans given, investments made and guarantees given & securities
provided during the year under review, are in compliance with the provisions of Section
186 of the Companies Act, 2013 and the Rules thereunder and the details are provided in
the Notes to the Standalone Financial Statements, forming part of this Report.
BUY BACK
The Company has not bought back any of its securities during the
Financial Year ended March 31, 2023.
DEPOSITS
There were no outstanding deposits within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as
amended, at the end of the financial year 2022-23 or the previous financial year.
Your Company did not accept any deposits during financial year 2022-23.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act")
and the rules made there under, your Company has adopted a Policy (Prevention of Sexual
Harassment Policy a.k.a "POSH Policy").
To build awareness in this area, the Company has been carrying out
online Induction/ refresher programmes on a periodical basis. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy. As per the requirement of
the POSH Act and Rules made thereunder, the Company has constituted Internal Committees to
redress complaints received regarding sexual harassment. All employees are covered under
this Policy and the Policy is gender neutral. Following is a summary of sexual harassment
complaints received and disposed off during the year:
| No. of complaints received : |
NIL |
| No. of complaints disposed off : |
NIL |
During the FY 2022-23, the Company has not received any complaint on
sexual harassment.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT, CORPORATE GOVERNANCE REPORT
AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In terms of Regulation 34 of SEBI Listing Regulations, a separate
section on Management Discussion and Analysis, Business Responsibility &
Sustainability Report and Corporate Governance Report together with a certificate from a
Practicing Company Secretary confirming compliance with the Regulations relating to
Corporate Governance of Listing Regulations are set out and form part of this Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTFLOW
Company continues its efforts to reduce and optimize the energy
consumption at its manufacturing facilities/ offices all over India. Particulars relating
to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are provided in the prescribed format and is
enclosed as Annexure IV.
ANNUAL RETURN
A copy of the annual return as provided under section 92(3) of the Act,
in the prescribed form, which will be filed with the Registrar of Companies
("ROC")/ Ministry of Corporate Affairs ("MCA"), is hosted on the
Company's website and it can be accessed under 'Annual and Compliance Report' Tab at
https://www.paragmilkfoods.com/investors.php.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median employees'
remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is
disclosed in "Annexure V" to this report.
In terms of the provisions of Section 197(12) of the Act, read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of employees drawing
remuneration in excess of the limits set out in the said rules are provided in this Annual
Report. In terms of
Section 136 of the Act, this report is being sent to the Members and
others entitled thereto, excluding the aforesaid annexure. Any Member desirous of
obtaining a copy of the said annexure may write to the Company Secretary or email to
investors@parag.com.
Details of top ten employees in terms of the remuneration and employees
in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, which form part of the Directors' Report,
will be made available to any member on request, as per provisions of section 136(1) of
the Act.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review and in terms of Section 118(10) of the
Act, the Company has complied with Secretarial Standards on meetings of the Board of
Directors ("SS-1") and on General Meetings ("SS-2") as amended and
issued from time to time by The Institute of Company Secretaries of India.
AUDITORS
• STATUTORY AUDITORS
At the 28th AGM held on September 29, 2020, the Members
approved appointment of M/s. Sharp & Tannan, Chartered Accountants, Mumbai (Firm
Registration No.109982W), as Statutory Auditors of the Company to hold office for a period
of five years from the conclusion of the 28th AGM till the conclusion of the 33rd
AGM.
As required under Regulation 33(1) (d) of Listing Regulations, M/s.
Sharp & Tannan, have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India. The Statutory Auditors
have confirmed they are not disqualified from continuing as auditors of the Company.
The Auditor's Report for the financial year ended March 31, 2023 on the
financial statements of the Company forms part of the Annual Report. The said report was
issued by the Statutory Auditor with an unmodified opinion and does not contain any
qualification, reservation, adverse remark or disclaimer. During the year under review,
the Auditors have not reported any fraud under Section 143(12) of the Act and therefore no
details are required to be disclosed under Section 134(3) (ca) of the Act.
• INTERNAL AUDITORS
Pursuant to provisions of Section 138 of the Companies Act, 2013 and
the rules made thereunder, on the recommendation of the Audit Committee the Board of
Directors have appointed M/s. Grant Thornton India, Chartered Accountants, as Internal
Auditors of the Company for the Financial Year 2022-23. Further, The Board at its meeting
held on August 5, 2023 approved the appointment of M/s. Deloitte Touche Tohmatsu India LLP
as Internal Auditors of the Company for FY 2023-24 and FY 2024-25.
At the beginning of each Financial Year, an audit plan is rolled out
after approval of the Audit Committee. The audit plan is aimed at evaluation of the
efficacy and adequacy of internal control systems in the Company and compliance thereof
with the same as well as robustness of internal processes, policies and accounting
procedures and compliance with laws and regulations. Based on the reports of internal
auditor the functional heads undertake corrective action in their respective areas.
• COST AUDITORS
As per the requirements of the Section 148 of the Act read with Rule 14
of the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the
cost records are required to be audited by a qualified Cost Accountant.
Further, it is hereby confirmed that the Company has maintained the
cost records under Section 148 of Companies Act, 2013 and accordingly such accounts &
records are prepared & maintained by the Company.
The Board of Directors, upon the recommendation of the Audit Committee,
has re-appointed M/s. Harshad Deshpande & Associates, Cost Accountants, Pune (Firm
Registration Number: 00378) to conduct audit of the cost records of the Company for the FY
2023-24. Accordingly, the Board of Directors recommends to the Members and the resolution
seeking approval of the members for ratifying the remuneration payable to the Cost
Auditors for FY 2023-24 is provided in the Notice of the ensuing Annual General Meeting.
During FY 2022-23, the Company has filed the Cost Audit Report for the
FY 2021-22 with the Ministry of Corporate Affairs on August 17, 2022. The Cost Auditor's
Report does not contain any qualification, reservation, adverse remark or disclaimer and
no frauds were reported by the Cost Auditors to the Company under sub-section (12) of
Section 143 of the Act. Therefore, no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
• SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. N. L. Bhatia & Associates, Practicing Company Secretaries (UIN:
P1996MH055800), as the Secretarial Auditor of the Company to conduct audit of the
secretarial records of the Company for the financial year ending March 31, 2024. The
Company has received consent from Mr. Bhaskar Upadhyay to act as such.
The Secretarial Audit Report for FY 2022-23 in Form MR-3 is
annexed as "Annexure VI" to this Report.
The said Secretarial Audit Report does not contain any qualifications,
reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to
the Company under sub-section (12) of Section 143 of the Act therefore no detail is
required to be disclosed under Section 134 (3)(ca) of the Act. However, the Secretarial
Auditors had specified in their audit report that there was a delay in filing the
Financial Results for FY 2021-22 whereby Company had paid fine of f0.155 Million to each
Stock Exchange. The response of the Directors was that the Company had made an application
for waiver of penalty with the Stock Exchange and the response was still awaited.
COMPARISON OF SHAREHOLDING DATA AS AT THE END OF FY 2022-23 AND
PREVIOUS FY 2021-22
The comparison of Category wise shareholding of the Company at the end
of FY 2022-23 and FY 2021-22 is given below for reference of shareholders:
| CATE- GORY CODE CATEGORY OF
SHAREHOLDER |
AS ON MARCH 31, 2023 |
AS ON MARCH 31, 2022 |
% CHANGE DURING YEAR |
|
TOTAL NO OF SHARES HELD |
% OF TOTAL SHARES |
TOTAL NO OF SHARES HELD |
% OF TOTAL SHARES |
|
| (I) (II) |
(MI) |
(IV) |
(V) |
(VI) |
(VII) |
| (A) PROMOTER AND PROMOTER GROUP |
|
|
|
|
|
| (1) INDIAN |
|
|
|
|
|
| (a) Individual /HUF |
48861435 |
41.63 |
38861435 |
40.75 |
0.88 |
| (b) Central Government/State Government(s) |
0 |
0.00 |
0 |
0.00 |
- |
| (c) Bodies Corporate |
0 |
0.00 |
0 |
0.00 |
- |
| (d) Financial Institutions / Banks |
0 |
0.00 |
0 |
0.00 |
- |
| (e) Others |
0 |
0.00 |
0 |
0.00 |
- |
| Sub-Total A(1) : |
48861435 |
41.63 |
38861435 |
40.75 |
0.88 |
| (2) FOREIGN |
|
|
|
|
|
| (a) Individuals (NRIs/Foreign Individuals) |
0 |
0.00 |
0 |
0.00 |
- |
| (b) Bodies Corporate |
0 |
0.00 |
0 |
0.00 |
- |
| (c) Institutions |
0 |
0.00 |
0 |
0.00 |
- |
| (d) Qualified Foreign Investor |
0 |
0.00 |
0 |
0.00 |
- |
| (e) Others |
0 |
0.00 |
0 |
0.00 |
- |
| Sub-Total A(2) : |
0 |
0.00 |
0 |
0.00 |
- |
| Total A=A(1)+A(2) |
48861435 |
41.63 |
38861435 |
40.75 |
0.88 |
| (B) PUBLIC SHAREHOLDING |
|
|
|
|
|
| (1) INSTITUTIONS |
|
|
|
|
|
| (a) Mutual Funds /UTI/ AIFs |
4504503 |
3.84 |
4511363 |
4.73 |
(0.89) |
| (b) Financial Institutions /Banks |
0 |
0.00 |
0 |
0.00 |
- |
| (c) Central Government / State Government(s) |
0 |
0.00 |
0 |
0.00 |
- |
| (d) Venture Capital Funds |
0 |
0.00 |
3133534 |
3.29 |
(3.29) |
| (e) NBFC Registered with RBI |
185250 |
0.16 |
500 |
- |
0.16 |
| (f) Foreign Institutional Investors |
12007842 |
10.23 |
4260655 |
4.47 |
5.76 |
| (g) Foreign Venture Capital Investors |
0 |
0.00 |
0 |
0.00 |
- |
| (h) Qualified Foreign Investor |
0 |
0.00 |
0 |
0.00 |
- |
| (i) Others |
0 |
0.00 |
0 |
0.00 |
- |
| Sub-Total B(1) : |
16697595 |
14.23 |
11906052 |
12.49 |
1.74 |
| (2) NON-INSTITUTIONS |
|
|
|
|
|
| (a) Bodies Corporate |
12968039 |
11.05 |
6997454 |
7.34 |
3.71 |
| (b) Foreign Corporate Bodies |
6756756 |
5.76 |
6756756 |
7.08 |
(1.32) |
| (c) Individuals |
|
|
|
|
|
| (i) Individuals holding nominal share capital upto Rs.2 lakh |
17924289 |
15.27 |
17686427 |
18.54 |
(3.27) |
| (ii) Individuals holding nominal share capital in excess of
f2 lakh |
9275634 |
7.90 |
11053267 |
11.59 |
(3.69) |
| (c) Others |
|
|
|
|
|
| Clearing members |
2051683 |
1.75 |
456061 |
0.48 |
1.27 |
| Non Resident Indians |
1037740 |
0.88 |
1161747 |
1.22 |
(0.34) |
| Non Resident Indians Non-Repatriation |
263591 |
0.22 |
319627 |
0.34 |
(0.12) |
| Trusts |
1000 |
0.00 |
1000 |
0.00 |
- |
| HUF |
1362064 |
1.16 |
- |
- |
1.16 |
| (d) Qualified Foreign Investor |
0 |
0.00 |
0 |
0.00 |
- |
| Sub-Total B(2) : |
51640796 |
43.99 |
44432339 |
46.58 |
(2.59) |
| Total B=B(1)+B(2) : |
68338391 |
58.22 |
56338391 |
59.07 |
(0.85) |
| (C) NON PROMOTER NON PUBLIC |
|
|
|
|
|
| Employee Benefit Trust |
176015 |
0.15 |
176015 |
0.18 |
(0.03) |
| Sub-Total C : |
176015 |
0.15 |
176015 |
0.18 |
(0.03) |
| Total (A+B+C) : |
117375841 |
100.00 |
95375841 |
100 |
- |
| GRAND TOTAL (A+B+C) : |
117375841 |
100.00 |
95375841 |
100 |
- |
CHANGE IN THE SHAREHOLDING OF TOP TEN EQUITY SHAREHOLDERS OF THE
COMPANY AS ON MARCH 31, 2023:
| Shareholders |
As on March 31, 2023 |
As on March 31, 2022 |
% Change |
|
Total Shares |
% Of Holding |
Total Shares |
% Of Holding |
|
| 1 Devendra Prakash Shah |
20206400 |
17.22 |
15206400 |
15.94 |
1.28 |
| 2 Netra Pritam Shah |
13867027 |
11.81 |
8867027 |
9.30 |
2.51 |
| 3 Pritam Prakash Shah |
9159888 |
7.80 |
9159888 |
9.60 |
(1.8) |
| 4 AG Dynamic Funds Limited |
7392250 |
6.30 |
- |
- |
6.30 |
| 5 International Finance Corporation |
6756756 |
5.76 |
6756756 |
7.08 |
(1.32) |
| 6 Poojan Devendra Shah |
3295000 |
2.80 |
3295000 |
3.45 |
(0.65) |
| 7 Sixth Sense India Opportunities III |
2702702 |
2.30 |
2702702 |
2.83 |
(0.53) |
| 8 IDFC Trustee Co. Ltd A/C IDFC Infrastructure Fund |
2416569 |
2.06 |
3133534 |
3.29 |
(1.23) |
| 9 India Insight Value Fund |
2265000 |
1.93 |
2328000 |
2.44 |
(0.51) |
| 10 Priti Devendra Shah |
2222820 |
1.89 |
2222820 |
2.33 |
(0.44) |
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of appreciation
for the committed services by your Company's employees. Your Directors acknowledge with
gratitude, the encouragement and support extended by our valued shareholder
Your directors place on record their appreciation for the support and
co-operation the Company has been receiving from its suppliers, distributors, retailers,
business partners and others associated with it as its trading partner The Company looks
upon them as partners in its progress and has shared with them the rewards of growth.
The Board of Directors also take this opportunity to thank all farmers,
consumers, employees, Shareholders, Clients, Vendors, Banks, Government and Regulatory
Authorities and Stock Exchanges, for their continued support.
|
For Parag Milk Foods Limited |
|
Sd/- |
|
Devendra Shah |
| Place: Mumbai |
Chairman |
| Date: August 5, 2023 |
(DIN: 01127319) |
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