Tata Consumer Products Ltd
Directors Reports
Dear members,
The board of directors is delighted to present the 60th annual report
on the business and operations of tata consumer products limited ("the company")
along with the summary of standalone and consolidated statements for the year ended march
31, 2023.
In compliance with the applicable provisions of the companies act,
2013, ("the act"), the securities and exchange board of india ("sebi")
(listing obligations and disclosure requirements) regulations, 2015 ("listing
regulations"), this board's report is prepared based on the standalone financial
statements of the company for the year under review and also present the key highlights of
performance of subsidiaries, joint ventures, and associate companies and their
contribution to the overall performance of the company during the year under review.
Overview of financial performance
Key highlights of consolidated and standalone financial performance for
the year ended march 31, 2023, are summarised as under:
(Rs in crores)
| Particulars |
Consolidated |
Standalone |
|
Fy 2023 |
Fy 2022 |
Fy 2023 |
Fy 2022 |
| Revenue from operations |
13,783 |
12,425 |
8,539 |
7,932 |
| Profit before exceptional items and taxes |
1,634 |
1,508 |
1,306 |
1,178 |
| Exceptional items (net) |
159 |
(52) |
(39) |
(27) |
| Profit before tax |
1,794 |
1,456 |
1,267 |
1,151 |
| Provision for tax |
(447) |
(377) |
(317) |
(265) |
| Profit after tax |
1,347 |
1,079 |
950 |
886 |
| Share of net profit/(loss) in associates and joint ventures |
(26) |
(64) |
- |
- |
| Profit for the year |
1,320 |
1,015 |
950 |
886 |
| Attributable to: |
|
|
|
|
| - owners of the parent |
1,204 |
936 |
950 |
886 |
| Retained earnings - opening balance |
6,972 |
6,396 |
4,039 |
3,503 |
| Add /(less): |
|
|
|
|
| - profit for the year |
1,204 |
936 |
950 |
886 |
| - other comprehensive income/(expense) |
(75) |
31 |
14 |
23 |
| - dividend paid |
(558) |
(373) |
(558) |
(373) |
| - other items |
(171) |
(18) |
3 |
- |
| Retained earnings - closing balance |
7,372 |
6,972 |
4,448 |
4,039 |
Financial highlights
Consolidated performance
Consolidated revenue from operations for the year at Rs 13,783 crores
grew by 11%. India branded business grew by 10%, led by volume and value growth in india
salt and continuation of the growth story in the ready-to-drink, sampann and soulfull
portfolio fueled by increased distribution. The revenue from india beverages was
marginally lower due to stress in rural demand for most of the year and the delayed onset
of winter. International business topline grew by 6%, in constant currency, driven by
price increases taken across markets to offset weakness in the currency. Non-branded
business grew by 21%, in constant currency, on account of favourable price realizations
for coffee extraction and plantations business.
Profit before exceptional items and taxes at Rs 1,634 crores grew by
8%. Operating margins largely remained in line with the previous year, despite commodities
and currency facing significant inflationary trends for major part of the year. India
branded business delivered operating margins higher than previous year despite elevated
commodity costs and inflationary pressures through price increases and good control over
costs. International business operating margins declined mainly due to inflationary
pressure on commodities and distribution costs, weakness in currency and lag in pricing
interventions. Non-branded business operating margins also improved over the previous
year.
The group's net profit atRs 1,320 crores grew by 30% mainly on
account of higher operating profit, higher exceptional income and improvement in the
performance of joint venture and associate companies. Tata starbucks performance improved
significantly driven by the opening of 71 new stores and improved in-store performance and
offerings. Higher exceptional income is mainly on account of accounting gain on the
conversion of joint ventures in south africa and bangladesh into subsidiaries and profit
on the sale of investment property in tata coffee limited partly offset by costs relating
to restructuring and re-organization.
Standalone performance
Revenue from operations at ` 8,539 crores grew by 8%. Revenue growth
was mainly led by salt and sampann, whilst the beverage business was marginally lower than
the previous year. Salt business recorded volume and value growth. Sampann and coffee
portfolio recorded strong growth led by increased distribution, higher brand salience and
improved performance in e-commerce and modern trade.
Profit before exceptional items and taxes atRs 1,306 crores grew by 11%
mainly led by revenue growth and higher operating profits, partly offset by lower dividend
income in the current year from subsidiaries. Profit after tax at ` 950 crores was higher
by 7% post exceptional items on restructuring and re-organization and merger-related
costs.
Highlights of operational performance
The operational performance of the company and its business units, key
subsidiaries and joint ventures are detailed in the management discussion and analysis
forming part of the annual report.
Dividend & reserves
Dividend distribution policy
The dividend distribution policy as adopted and formulated by the board
in terms of regulation 43a of the listing regulations is provided as annexure 1 attached
to this report and is also available on the website of the company at the link:
https://www.tataconsumer.com/ investors/policies
Declaration and payment of dividend
The board is pleased to recommend a dividend of ` 8.45 per equity share
of the company of Rs 1 each (845%) for the year ended march 31, 2023. The board
recommended dividends based on the parameters laid down in the dividend distribution
policy and the dividend will be paid out of the profits for the year.
The said dividend on equity shares is subject to the approval of the
shareholders at the ensuing annual
General meeting ("agm") scheduled to be held on june
6, 2023. If approved, the dividend would result in a cash outflow of `
785.01 crores. The total dividend payout works out to 82.63% (previous year: 62.95%) of
the
Company's standalone net profit.
The dividend once approved by the shareholders will be paid on or from
june 8, 2023, and before july 5, 2023.
Book closure & record date
In order to determine the eligibility of shareholders to receive the
dividend for the fiscal year ending on march 31, 2023, the register of members and share
transfer books of the company will be closed from saturday, may 20, 2023, to friday, may
26, 2023 (both days inclusive). According to the finance act, 2020, dividend income will
be taxable in the hands of the members w.e.f. April 1, 2020, and the company is required
to deduct tax at source from the dividend paid to the members at prescribed rates as per
the income tax act, 1961.
Unclaimed dividends
Details of outstanding and unclaimed dividends previously declared and
paid by the company are given under the corporate governance report.
Transfer to reserve
As permitted under the act, the board does not propose to transfer any
amount to general reserve and has decided to retain the entire amount of profit for fy
2022-23 in the profit and loss account.
Change in share capital
During the year under review, the company had issued and allotted
74,59,935 equity shares of Rs 1 each on october 21, 2022, to tata enterprises (overseas)
ag, zug, switzerland at a price of ` 765.16 per share (inclusive of premium) for a
consideration discharged other than by cash i.e., swap of shares. As a result of such
allotment, the issued, subscribed and paid-up share capital increased from ` 92,15,51,715
(comprising 92,15,51,715 equity shares of Rs 1 each) to ` 92,90,11,650 (comprising
92,90,11,650 equity shares of Rs 1 each). The equity shares so allotted rank pari-passu
with the existing equity shares of the company.
There was no change in the authorized share capital of the company,
which was Rs 125,00,00,000 comprising of 125,00,00,000 equity shares of Rs 1 each.
Except as mentioned above, the company had not issued any other shares
or instruments convertible into equity shares of the company or with differential voting
rights nor has granted any sweat equity.
Performance share units
The company has formulated tata consumer products limited share-based
long term incentive scheme 2021 ("tcpl slti scheme 2021" or "the
scheme") to offer competitive compensation to attract and retain talent; and to
redefine the fixed and performance pay mix to drive a performance culture in the company
at a senior management level. The scheme is intended to reward, retain and motivate the
eligible employees of the
Company and its subsidiary companies as defined in
Scheme (hereinafter collectively referred to as ‘eligible
employees') for their performance and participation in the growth and profitability
of the company. The said initiative to link the employee's performance in the company
along with other initiatives would contribute to improve the performance of the company.
The scheme has been formulated in accordance with the provisions of the companies act,
2013 (‘the act') and sebi (share
Based employee benefits and sweat equity) regulations, 2021
("sbeb&se regulations") and during the year under review, there was no
change in the scheme. The eligible employees shall be granted performance share units
(psus), as determined by the nomination and remuneration committee of the board, which
will vest on particular dates and could be exercisable into fully paid-up equity shares of
Rs 1/- (rupee one only) each of the company, on the terms and conditions as provided under
the scheme, in accordance with the provisions of the applicable laws and regulations for
the time being in force.
The company has structured the scheme for its eligible employees with
major objectives viz. To drive long-term objectives of the company; to attract, motivate
and retain employees by rewarding them for their performance; ring fence and incentivize
key talent to drive long-term objectives of the company; to ensure that the senior
management employees' compensation and benefits match the long gestation period of
certain key initiatives; and to drive ownership behaviour and collaboration amongst
employees.
Under the scheme, the company would grant upto 5,00,000 performance
share units ("psus") in one or more tranches to eligible employees that would
entitle the grantees to acquire, not exceeding 5,00,000 fully paid-up equity shares of Rs
1/- (rupee one only) each.
The number of psus to be granted to eligible employees is determined
based on long term incentive pay amount to be awarded to eligible employees. The psus
together with existing fixed pay and performance pay comprised the total compensation
being offered to selected senior management employees of the company and its subsidiary
companies. The intent is to cover select senior leaders who can make a significant
difference to the
Company's performance to align their rewards directly to the
company's performance. The value of the award can be realized only on superior
business performance leading to superior share price performance over a period of time.
During the year under review, the company has granted 1,13,545 psus to
eligible employees in terms of the tcpl slti scheme 2021 and no employee was granted psus
equal to or exceeding 1% of the issued share capital of the company. The vesting period
for the psu granted under the scheme shall not be less than one year and all the psus
would vest, based on the company's performance, within a period of 3 years from the
date of grant of respective psus.
The statutory disclosures as mandated under the
Act and sbeb&se regulation and a certificate from secretarial
auditors, confirming implementation of the scheme in accordance with sbeb&se
regulations and shareholder's resolution have been hosted on the website of the
company at https://www.tataconsumer. Com/investors/investor-information/annual-reports and
will be available for electronic inspection by the members during the agm of the company.
Changes in the nature of business
During the year under review, there has been no change in the nature of
the business of the company.
Material changes and commitments affecting the financial position
There have been no material changes or commitments that have affected
the financial position of the company between the close of fy 2022-23 and the date of this
report.
Update on corporate restructuring
Combining tata coffee's business into the company and its
wholly-owned subsidiary through a composite scheme of demerger and merger
During the year under review, the composite scheme of arrangement
amongst the company, tata coffee limited ("tcl"), and tcpl beverages & foods
limited ("tbfl") for the demerger of the plantation business of tcl into tbfl
and the amalgamation of remaining business of tcl with the company ("the
scheme") had been approved by the shareholders of the company on november 12, 2022,
and by the shareholders of tcl on february 3, 2023, by the requisite majority of all
members voted on the respective resolution as well as by a majority of the public
shareholders voted on the respective resolution.
The scheme is subject to inter-alia receipt of the approval of the
regional director, mca and the registrar of companies, national company law tribunals
(benches at kolkata and bengaluru) and other regulatory authorities, as may be applicable.
The scheme and other documents are hosted on the website of the
company, which can be accessed at the link -
https://www.tataconsumer.com/investors/scheme-of-amalgamation/tc-tcplb-with-tcpl.
Purchase of non-controlling interests in tata consumer products uk
through a preferential issue of equity shares
During the year under review, upon receipt of relevant approval from
reserve bank of india on october 7, 2022, in terms of foreign exchange management (non-
Debt instruments) rules, 2019 and confirmation from Standard chartered bank, authorised
dealer on october 17, 2022, basis the communication issued to them by reserve bank of
india on october 14, 2022 under foreign exchange management (overseas investment) rules,
2022, the preferential issue committee of the board of the company, has allotted 74,59,935
equity shares of the company having a face value of Rs 1 each, at a price of ` 765.16 per
equity share on a preferential basis to tata enterprises (overseas) ag, zug, switzerland
("teo") for a total consideration of ` 570.80 crores on october 21, 2022,
discharged by teo by transfer of 2,38,71,793 ordinary shares of ?1 each held by teo,
representing 10.15% of the paid-up share capital of tata consumer products uk group
limited, united kingdom, an existing overseas subsidiary of the company ("tcp
uk") in favour of the company.
With the completion of the said transaction, tata consumer products uk
group limited and all its subsidiaries became wholly-owned subsidiaries of the company
with effect from october 21, 2022.
Strategic initiatives
The business continued to strengthen its foundations as a focused
consumer products company. During the current year, significant progress was made on the
six strategic pillars identified by the group.
Strengthen and accelerate core business
The company continued to focus on the core business and innovations to
drive growth through higher investment behind brands, increased assortment, increased
distribution reach and digitisation. The
Company, during the year, has made significant progress and reached
direct 1.5 million outlets. Further, with an increased portfolio, the company has
implemented split routes to drive assortment, increase the depth and focus on growth
drivers in all 10 lacs plus towns. To improve execution in semi-urban areas, the company
focused on the conversion of a large number of sub-distributors to direct distributors.
Significant progress was made in sales through alternate channels with modern trade
growing significantly and the company further strengthened its position in the e-commerce
channel. Packaged beverages continued to focus on growing premium brands. In salt, apart
from strengthening the base tata salt, we continue to look at expanding our value-added
range and driving premiumisation.
Drive digital and innovation
The company continues to focus on driving digital in every part of the
business to stay in tune with technological advancements and drive efficiencies across the
value chain. During the year, it integrated mostly all group companies into sap s/4 hana
framework. The company, in order to support the sales transformation, implemented a
self-service enabled sales order portal for general trade sales channels. The distributor
management software (dms) was consolidated for both beverages and foods portfolios and was
also extended to ready-to-drink business. Further to drive growth, it increased focus on
revenue growth management initiatives. The
Company used digital technologies to enable efficiencies in operations
and had also implemented the integrated business planning solution for india business, a
crm platform for customer service, warehouse management for bin and picklist and advanced
blend optimizer for tea using machine learning solutions.
Innovation is a strong strategic pillar as the company focused on
understanding and pre-empting evolving consumer trends and developing high-quality and
differentiated products to delight increasingly discerning consumers. It leveraged
technology to drive cost reduction/ optimization. During the year, the company has
invested behind infrastructure, now having three centers of excellence, as well as team
capabilities and increased the contribution of innovation to overall revenue.
Explore new opportunities
The company aspires to be a leading player in the fmcg industry, by
expanding its play in existing categories and venturing into new spaces. It evaluates both
organic and inorganic routes to capitalize on industry trends and tap into new consumers
or markets. This includes piloting launches into new categories by leveraging a
differentiated offering and a ‘right-to-win' strategy and realigning capital
investments to markets or businesses that have higher growth potential and the ability to
generate sustainable returns.
During the year, the company ventured into the protein and plant-based
meat category in india with the launch of "tata go-fit" and "tata simply
better" brands. Tata gofit plant protein powder is a plant-based easy-to-mix product
formulated with the goodness of gut-friendly probiotics, essential amino acids and
digestion-friendly enzymes. Tata go fit brand is aimed at helping women along on their
fitness journey. Tata simply better has four delicious plant-based meat variants. The
product range is rich in protein, trans-fat free, and has no added preservatives. The
company also ventured into the Ready-to-eat/ready-to-cook segment with our new brand
"raasa" in the international markets.
Unlock synergies
The focus to unlock synergies and improve efficiency continued.
Operations were further streamlined in india and international markets to drive
operational efficiency.
Integration of teapigs uk and us into the main uk and us operations
respectively which would help in achieving higher efficiency. Further, the group has
acquired a controlling stake in joekels by increasing its shareholding to 75% with a
further option to buy the balance 25% at a future date and also acquired a 100% stake in
Bangladesh jv. The aforementioned two acquisitions would help the
company in increasing its footprint in the global space and tap into growing international
markets. Further during the year, the company transferred and consolidated all back-end
finance operations of india, Us, uk and canada under a shared service center in India
"pivot platform" to have an efficient structure and optimisation of costs.
During the year under review, the company completed the acquisition of
an additional stake of 10.15% in tata consumer products uk group limited, resultantly the
entity and all its subsidiaries became wholly-owned subsidiaries of the company with
effect from october 21, 2022, by way of preferential issue of equity shares of the company
to tata enterprises (overseas) ag, switzerland.
Further, the merger/demerger of tata coffee with the Company was
approved by the shareholders of the company and tata coffee and expect the same to be
effected by the first half of the financial year 2023-24.
Post the same, the company would look at the next stage of
reorganization of the non-branded business to explore additional synergies.
Create future-ready organisation
The company is committed to building a culture that empowers our people
to realise the shared vision. It also ensures that our people have the opportunity to
drive greater impact through meaningful and productive careers – this year, around
31% of all our open position globally were filled internally. On april 19, 2022, the
Women's inclusion network platform was launched for women colleagues to help them
connect, learn and grow.
Embed sustainability
As part of the tata group, the ethos of responsibility and
sustainability are interwoven in the corporate and work philosophy. The company is
committed to a sustainable way of doing business and for more details refer to management
discussion and analysis report. Further, the business responsibility and sustainability
report ("brsr") covering disclosures on company's performance on esg
(environment, social and governance) parameters for fy 2022-23, forms an integral part of
the integrated annual report. Brsr includes details on performance against the nine
principles of the national guidelines on responsible business conduct.
Subsidiaries, joint ventures, and associate companies
As defined under the act, the company has 43 subsidiaries, 2 joint
ventures, and 2 associate companies as of march 31, 2023.
Companies that have become or ceased to be subsidiaries, joint
ventures, and associates conversion of tetley aci (bangladesh) limited from a joint
venture to a wholly-owned subsidiary company
During the year under review, tata consumer products overseas holdings
limited, ("tcp overseas"), a step-down wholly-owned subsidiary of the company,
which held 50% share capital of tetley aci (bangladesh) limited, bangladesh ("tetley
aci"), together with tata consumer products uk group limited ("tcp uk") has
purchased remaining 50% share capital of tetley aci from the joint-venture partner -
advanced chemical Industries limited ("aci"). As a result of the acquisition,
the joint venture agreement between aci and tcp Overseas stand terminated, and tetley aci
became a wholly-owned subsidiary of tcp uk and a step-down wholly-owned subsidiary of the
company with effect from february 9, 2023.
Increase in stake in joekels tea packers (proprietary) Limited
During the year under review, tcp overseas, a step-down wholly owned
subsidiary reflect of the company through tcp uk (direct wos), had purchased 23.3% of the
share capital of joekels tea packers (proprietary) limited, republic of south africa
("joekels"), from its joint-venture partners. As a result of such acquisition,
the holding of Tcp overseas in joekels increased from 51.7% to 75% of the equity share
capital and the remaining 25% was held by the joint venture partners.
Material subsidiaries
The company has 3 unlisted material subsidiaries incorporated outside
india i.e. Tata consumer products gb limited, tata consumer products uk group limited, and
the eight o'clock coffee company limited.
The policy for determining material subsidiaries as formulated in line
with the requirements of the act and the listing regulations, and the same can be accessed
on the company's website at https://www.tataconsumer. Com/investors/policies.
Consolidated financial statements
According to section 129(3) of the act, the consolidated financial
statements of the company and its subsidiaries, joint ventures, and associates are
prepared in accordance with the relevant indian accounting standard specified under the
act, and the rules thereunder and form part of this annual report. A statement containing
the salient features of the financial statements of the company's subsidiaries, joint
ventures, and associates in form no. Aoc-1 is given in this annual report.
Further, pursuant to the provisions of section 136 of the Act, the
financial statements along with other relevant documents, in respect of subsidiaries, are
available on the website of the company, at the link: https://
www.tataconsumer.com/investors/investor-relations/ subsidiaries/subsidiary-financials.
The details of the business of key operating subsidiaries, associates,
and joint ventures during fy 2022-23 are given in the management discussion and analysis
report, which forms part of this annual report.
Performance highlights of key operating subsidiaries, associates and
joint ventures Subsidiaries
Tata consumer products uk group ltd, uk ("tcp uk")
Tcpuk s the financial performance of international Tea business. The
major brands are tetley, good earth and teapigs. Revenue at Rs 2,089 crores, grew by 3% in
constant currency. Revenue growth was mainly driven by price increases taken to offset
inflationary pressures. Operating margins were lower mainly due to significant
inflationary headwinds on input, distribution costs, currency weakness and lag in price
intervention. Profit after tax at Rs 220 crores reflected a growth of 54% mainly driven by
higher exceptional income on account of accounting gain on the conversion of joint
ventures in
South africa and bangladesh into the subsidiaries. In the uk, revenue
remain largely in line with previous year in constant currency. Price increases were taken
in the current year, however it witnessed a volume decline on account of category
softness. The decline was mainly in the black tea segment in mainstream grocery due to the
high inflation environment which also fueled significant growth in private labels and
discounters. However, teapigs and good earth revenues continued the growth momentum.
Teapigs kombucha was launched this year, following the launch of good earth kombucha range
in the previous year. Leveraging the health & wellness platform – tetley supers,
specialty and herbals ranges performed well. Tetley herbals is now ~1% share of the total
f&h segment. Good earth kombucha and good energy (natural energy drink) launches have
shown encouraging results. During the year, the uk business went through restructuring
with teapigs business being integrated and the sales operations restructured to be in line
with the overall international three brand strategy. Operating margins marginally declined
on account of inflationary headwinds on inputs and distribution costs, currency weakness
and lag in price intervention. Investment behind brands continued with a new campaign on
"tetley" on national tv and social media and teapigs and good earth ran social
media campaigns to improve the saliency of the brands.
In canada, we continue to hold the leading position in the tea market.
For the current year, revenue grew by 9% in constant currency led by price increases and
volume growth despite category softness. Tetley emerged as "most trusted tea brand
2022" - reader's digest, for the 9th consecutive year reinforcing our position
in the consumer's mind, more so after the pandemic.
Operating margins were lower on account of inflationary headwinds on
input and distribution costs which were partly offset by price increases taken during the
year. Investment behind the brand continued with the new campaign "live tea" and
significant steps were taken increase the digital footprint of tetley.
Other smaller markets had similar performances. Australia, poland and
western europe revenue grew mainly led by price increases. All markets were impacted on
account of inflationary headwinds present on commodities/distribution costs on account of
supply-side issues and currency weakness. Price interventions were taken to improve the
operating margins, however, at a lag, which had a negative impact on the operating margins
in the earlier part of the year, saw improvement in the latter part of the year both due
to price increases becoming effective and also due to implementation of cost restructuring
initiatives.
Eight o'clock coffee company, usa ("eoc"):
Revenue from operations at Rs 1,489 crores, grew by 7% in constant
currency. Revenue growth was mainly on account of price increases taken to mitigate
inflation on the cost of greens. Operating margins were lower mainly driven by
inflationary headwinds in commodity and distribution costs. Profit after tax at Rs 117
crores was lower by 32%. The company ran a new digital campaign– "over delivery
in every cup" for the core eight o'clock coffee brand and video creatives for
barista blends - "be your own barista" proposition to drive awareness.
Innovation focus was maintained with range extensions in flavors of america and barista
blends.
Nourishco beverages limited, india ("nourishco"):
Revenue from operations at ` 621 crores grew by 80% over the previous
year, driven by strong brand performance and higher distribution reach. All three flagship
brands tata gluco plus, tata copper plus, and Himalayan registered strong growth. Tata
gluco plus grew by 53%, the growth was mainly led by increased distribution reach in
existing territories and expansion into new geographies within india along with support
through a tv campaign. Tata gluco plus innovations, juice and jelly shake received
encouraging responses from the customers. Tata copper plus continued its growth momentum
with increased distribution in existing and new markets and contributed significantly to
the overall revenue of the company. Himalayan grew by 85% driven by increased
distribution, activation of institutional accounts and leveraging digital mediums and
e-commerce channels, also forayed into the honey and preserve category with new launches.
Tata coffee limited, india ("tcl"):
Revenue from operations at Rs 1,023 crores grew by 25% against the
prior year. Revenue growth was driven by higher revenues from coffee extractions and
coffee plantations partly offset by underperformance in tea plantations. Coffee extraction
business experienced a challenging demand scenario, especially in africa, which was
mitigated through the acquisition of new customers and adding new geographies to the
portfolio. Coffee plantation business witnessed a sharp increase in coffee prices during
the early part of the year which aided the topline, however was impacted by lower crops.
Tea plantations were impacted by lower volumes on account of adverse weather conditions
and lower price realisation. The operational profit improved both for coffee extraction
and coffee plantations on account of increased realisation which was partly offset by
input cost inflation and higher wage costs in tea plantations. Profit after tax at Rs 231
crores, grew by 127% mainly on account of improved profitability margins and exceptional
income on the sale of investment property.
Tata coffee vietnam company limited, vietnam ("tcv"):
Revenue from operations at Rs 343 crores, grew by 23% in constant
currency. Tcv recorded a profit after tax of Rs 14 crores, which grew by 163%. Revenue
growth was led by both higher volume and realization and also on account of faster
go-to-market strategy. Profitability improvement was mainly led by revenue growth and
efficient anagement of significant inflationary pressure on costs.
Associates amalgamated plantations private limited, india
("appl"):
Revenue from operations at ` 967 crores, grew by 13% mainly led by
improvement in price realization of own crop led by quality improvement and higher
volumes. Despite this, performance was adversely impacted by the increase in wage cost
both in assam and west Bengal and other cost inflation.
Kanan devan hills plantations company private limited, india
("kdhp"):
Revenue from operations at ` 454 crores, grew by 15% mainly led by
higher price realization and increase in volumes. Profit after tax was largely in line
with the previous year. Improvements on account of higher revenue offset by higher costs
and increased wages in south india.
Joint venture
Tata starbucks private limited, india ("tspl"):
Revenue from operations at Rs 1,087 crores grew by 71% driven by
improved performance of existing stores and the opening of new stores. Tspl extended its
reach to 15 new cities and added 71 new stores during the year. Revenue growth was led by
the increase in average daily transactions, higher footfalls, upgraded food &
beverages and smaller size offerings introduced in select stores. During the year, the
company celebrated its 10th year anniversary in india and opened its first ever
‘reserve Store' in fort, mumbai. The store offers the mocha aficionados, an
intimate and incomparable multisensory experience and will provide customers with a place
to unwind and connect over the store's signature handcrafted beverages with a
selection of freshly baked treats.
For further analysis on the consolidated performance, attention is
invited to the section on management discussion and analysis, notes to the consolidated
financials and form no. Aoc 1
Board of directors
The board of the company is comprised of eminent persons with proven
competence and integrity.
Besides the experience, strong financial acumen, strategic astuteness,
and leadership qualities, they have a significant degree of commitment towards the Company
and devote adequate time to the meetings and preparation.
During the year under review, the composition of the board has been
expanded from 8 directors to 9 directors by the induction of mr. David crean as an
independent director. As on the date of the report, the board comprises, 5 independent, 2
non-executive and 2 executive directors, details thereof have been provided in the
corporate governance report.
In terms of the requirement of the listing regulations, the board has
identified core skills, expertise, and competencies of the directors in the context of the
company's businesses for effective functioning. The list of key skills, expertise and
core competencies of the board of directors is detailed in the corporate governance
report.
In the opinion of the board, all the directors, as well as the
directors appointed / re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of integrity.
Criteria for determining qualification, positive attributes and
independence of a director is given under the nrc policy, which can be accessed at the
link - https://www. Tataconsumer.com/investors/policies
Appointment/re-appointment of directors made during fy 2022-23
Based on the recommendation of the nomination and remuneration
committee ("nrc"), the board approved the appointment/re-appointment of the
following directors, during fy 2022-23 and such appointment/ re-appointment were also
approved by the members at the 59th annual general meeting held on june 27, 2022
("59th agm"):
1. Mr. David crean (din 09584874), who was appointed by the board as an
additional director under the category of non-executive, independent director with effect
from may 4, 2022, was appointed as a non- executive director of the company at the 59th
agm. The members also approved the appointment of mr. David crean as an independent
Director of the company for a term of five years commencing from may 4, 2022 upto may 3,
2027.
2. Mr. Siraj chaudhry (din 00161853), independent Director of the
company whose first term of 5 years expired on july 2, 2022, was re-appointed for the
second term of five years commencing from july 3, 2022 upto july 2, 2027.
3. Mr. P. B. Balaji (din 02762983), non-executive (non-independent)
director of the company, who retired by rotation in terms of section 152(6) of the
companies act, 2013 was re-appointed.
The board affirms that mr. David crean and mr. Siraj Chaudhry meet the
criteria of independence as provided in section 149(6) of the act, including rules framed
thereunder, as well as regulation 16(1)(b) of the listing regulations.
Re-appointment of directors retiring by rotation
In terms of the provisions of the companies act, 2013, mr. N.
Chandrasekaran (din 00121863) non-executive (non-independent) director of the company,
retires at the ensuing agm and being eligible, seeks reappointment. A resolution seeking
the re-appointment of mr. N. Chandrasekaran forms part of the notice convening the ensuing
annual general meeting scheduled to be held on june 6, 2023.
The profile and particulars of experience, attributes and skills of mr.
N. Chandrasekaran together with his other directorships and committee memberships have
been disclosed in the annexure to the notice of the annual general meeting.
Re-appointment of executive director
Mr. L. Krishnakumar (din 00423616) was appointed as whole-time director
and designated as "executive Director and group chief financial officer"
effective april 1, 2013 till march 31, 2018. He was then re-appointed as Executive
director and group chief financial officer for a further period of five years from april
1, 2018, till march 31, 2023. Mr. L. Krishnakumar's term as executive director and
group cfo was ended on march 31, 2023, and as per the governance guideline on board
effectiveness for the tata group companies, the retirement age for Managing/executive
directors is 65 years. Accordingly, he is eligible for re-appointment upto the attainment
of the age of 65 years. Based on performance evaluation and the recommendation of the nrc,
the board, at its meeting held on march 29, 2023, re-appointed Mr. L. Krishnakumar as a
whole-time director designated as "executive director and group chief financial
officer" of the company for a further period of 7 months effective april 1, 2023 upto
october 31, 2023, subject to the approval of the members.
The profile and particulars of experience, attributes and skills of mr.
L. Krishnakumar together with his other directorships and committee memberships have been
disclosed in the annexure to the notice of the annual general meeting.
Pecuniary relationship or transactions with the Company
During the year under review, the non-executive directors of the
company had no pecuniary relationship or transactions with the company, other than sitting
fees, commission, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the board/ Committee(s) of the company.
Independent directors
Mr. Bharat puri, ms. Shikha sharma, mr. Siraj chaudhry, dr. K. P.
Krishnan, and mr. David crean are independent directors on the board.
All the independent directors of the company have submitted
declarations that each of them meets the criteria of independence as provided in section
149(6) of the act along with rules framed thereunder and regulation 16(1)(b) of the
listing regulations and they continue to comply with the code of conduct laid down under
schedule iv of the act. In terms of regulation 25(8) of the listing regulations, the
independent directors have confirmed that they are not aware of any circumstance or
situation that exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence. The directors have further confirmed that they are not debarred from
holding the office of the director under any sebi order or any other such authority.
In the opinion of the board, there has been no change in the
circumstances which may affect their status as independent directors of the company and
the board is satisfied with the integrity, expertise, and experience (including
proficiency in terms of section 150(1) of the Act and applicable rules thereunder) of all
independent directors on the board. Further, in terms of section 150 read with rule 6 of
the companies (appointment and Qualification of directors) rules, 2014, as amended,
Independent directors of the company have included their names in the data bank of
independent directors. Unless exempted, mr. David crean will be required to pass the
proficiency test within the permissible time limit.
Board meetings
The board meets at regular intervals to discuss and decide on the
company/business policy and strategy apart from other board business. The board exhibits
strong operational oversight with regular presentations in quarterly meetings. The
board/committee meetings are pre-scheduled, and a tentative annual calendar of the board
and committee meetings is circulated to the directors well in advance to help them plan
their schedule and ensure meaningful participation in the meetings. Only in case of
special and urgent business, if the need arises, the board's or committee's
approval is taken by passing resolutions through circulation or by calling the board /
committee meetings at a shorter notice, as permitted by law.
The agenda for the board and committee meetings includes detailed notes
on the items to be discussed to enable the directors to make an informed decision.
The board of directors held 5 (five) meetings during Fy 2022-23,
details thereof have been provided in the corporate governance report. The intervening gap
between the meetings was within the period prescribed under the act and the listing
regulations.
Key managerial personnel
As on the date of this report, the following are key managerial
personnel ("kmps") of the company as per sections 2(51) and 203 of the act: a)
sunil d'souza, managing director & ceo, b) l. Krishnakumar, executive director
& group cfo, c) sivakumar sivasankaran, chief financial officer, India and d) neelabja
chakrabarty, company secretary.
Mr. John jacob retired as chief financial officer, india and Key
managerial personal of the company w.e.f. Close of business hours on may 31, 2022, on
attaining the age of superannuation. The board placed on record its sincere appreciation
for the contribution made by him over the years.
Consequent to the above retirement and based on the recommendation of
the nrc and approval of the audit committee, the board of directors of the company, had
appointed mr. Sivakumar sivasankaran as chief Financial officer, india and as key
managerial personnel of the company effective june 1, 2022.
Committees of the board
As required under the act, and the listing regulations, the company has
constituted the following statutory committees:
audit committee
nomination and remuneration committee
stakeholders relationship committee
risk management committee
corporate social responsibility & sustainability
Committee
In addition to the above, the board has formed an
Executive committee to review specific business operational matters and
other items that the board may decide to delegate.
Details of all the committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the corporate governance
report, a part of this annual report.
The board, from time to time, based on necessity, has delegated certain
operational power to committees of directors formed for specific purposes like
disinvestment of non-strategic investment, matters relating to the scheme of arrangement,
preferential issue of shares, etc.
Audit committee
A qualified and independent audit committee has been set up by the
board in compliance with the requirements of regulation 18 of the listing regulations and
section 177 of the act. As on march 31, 2023, the committee comprises of the independent
directors - dr. K. P. Krishnan (chairman), mr. Bharat puri, ms. Shikha sharma, and mr.
Siraj chaudhry. The committee met 8 (eight) times during the year under review, the
details of which are given in the corporate governance report. Mr. David crean,
independent director was inducted as a member of the audit committee effective april 1,
2023. The audit committee has adopted a charter for its functioning. The primary objective
of the committee is to monitor and provide effective supervision of the
Management's financial reporting process, to ensure accurate and
timely disclosures, with the highest levels of transparency, integrity, and quality of
financial reporting.
During the year under review, the board accepted all recommendations
made by the audit committee.
Board governance
The nomination and remuneration committee ("nrc") of the
board is entrusted with the responsibility for developing competency requirements for the
board, based on the industry and strategy of the company.
The board composition analysis reflects an in-depth understanding of
the company, including its strategies, environment, operations, financial condition, and
compliance requirements.
Nomination & appointment of director, key managerial personnel and
senior management
Pursuant to the provisions of section 178 of the act and regulation 19
of the listing regulations, nrc has formulated, and the board has adopted a policy on the
appointment and removal of directors including the board diversity policy ("nrc
policy"). Nrc policy is hosted on the website of the company at:
www.tataconsumer.com/ investors/policies. Nrc has also formulated the criteria for
determining qualifications, positive attributes, and independence of directors, which has
been embedded in nrc policy.
Nrc makes recommendations to the board regarding the
appointment/re-appointment of directors, key Managerial personnel ("kmps") and
other members of the senior management. The role of the nrc encompasses conducting a gap
analysis to refresh the board periodically, including each time a director's
appointment or re-appointment is required.
Nrc is also responsible for reviewing the profiles of potential
candidates vis-?-vis the required competencies, undertaking reference, and due diligence,
and meeting potential candidates before making recommendations of their nomination to the
board. The appointee is also briefed about the specific requirements for the position
including expert knowledge expected at the time of appointment. The company's
governance guidelines cover aspects mainly relating to the composition and role of the
board, chairman and directors, board diversity, and committees of the board. As per the
company's policy on the retirement of directors, the retirement age for managing/
executive directors is 65 years, non- Executive (non- independent) directors is 70 years,
and non-executive, independent directors is 75 years.
Board diversity
The company recognizes and embraces the importance of a diverse board
in its success. The company believes 154 that a truly diverse board will leverage
differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity, race, and gender, which will help
the company to retain its competitive advantage. The board has adopted the board diversity
policy, as a part of nrc policy which sets out the approach to the diversity of the board
of directors. The said policy is hosted on the website of the company at:
www.tataconsumer.com/investors/policies.
Remuneration of executive directors, key managerial personnel and
senior management
Pursuant to the provisions of section 178 of the act and regulation 19
of listing regulations, nrc has also formulated a policy relating to the remuneration for
the directors,kmp,seniormanagementandotheremployees, which is hosted on the website of the
company at: www. Tataconsumer.com/investors/policies. The philosophy for remuneration is
based on the commitment to fostering a culture of leadership with trust.
In accordance with the policy, the managing director, executive
director, kmps, senior management and employees are paid a fixed salary which includes
basic salary, allowances, perquisites and other benefits and also annual incentive
remuneration / performance-linked incentive/share-based employee benefit/performance-based
shares/units, subject to achievement of certain performance criteria and such other
parameters as may be considered appropriate from time to time by the nrc and the board.
The performance-linked incentive is driven by the outcome of the performance appraisal
process and the performance of the company and may be paid in the form of a cash component
(short-term incentive) and long-term performance shares units (long-term incentive).
Remuneration for ndependenti directors and non-independent,
non-executive directors
The non-executive directors, including independent directors, are paid
sitting fees for attending the meetings of the board and committees of the board. As per
the policy, the overall remuneration (sitting fees and commission) should be reasonable
and sufficient to attract, retain and motivate directors aligned to the requirements of
the company including considering the challenges faced by the company and its future
growth imperatives. The remuneration should also be reflective of the size of the company,
the complexity of the business and the company's capacity to pay the remuneration.
The company pays a sitting fee of Rs 30,000 per meeting per director
for attending meetings of the board, audit, nomination and remuneration and executive
committees. For meetings of all other committees of the board, a sitting fee of Rs 20,000
per meeting per director is paid.
Within the ceiling as prescribed under the act, the non-executive
directors including independent directors are also paid a commission, the amount whereof
is recommended by the nrc and approved by the Board. The basis of determining the specific
amount of commission payable to a non-executive director is related to his attendance at
meetings, role and responsibility as chairman or member of the board / Committees and
overall contribution as well as time spent on operational matters other than at the
meetings. The shareholders of the company had approved payment of commission to the
non-executive directors at the fifty– Fifth annual general meeting held on july 5,
2018, for each financial year to be distributed among the directors in such manner as the
board of directors may, from time to time, determine within the overall maximum limit of
1% (one percent) per annum or such other percentage as may be specified by the act, from
time to time. No stock option has been granted to any non-executive director. As a policy,
mr. N. Chandrasekaran, chairman, has abstained from receiving a commission from the
company. Further, in line with the internal guidelines of the company, no payment is made
towards commission to mr. P.b. Balaji, non-executive director of the company, who is in
employment with another tata company.
Board evaluation process
The board of directors carried out an annual evaluation of its own
performance, board committees, and individual directors in accordance with the act,
listing regulations, and governance guidelines. The nomination and remuneration committee
led an internal evaluation process to assess the performance of the board, its committees,
and individual directors. The performance of individual directors was reviewed by the
board and the nrc, with criteria such as preparedness, constructive contributions, and
input in meetings. Non-independent directors, the board as a whole, and the chairman of
the company were evaluated at a separate meeting of independent directors, with input from
executive and non-executive directors. The evaluation results were discussed at the board
meeting, where an action plan was agreed upon. The company also acted on feedback received
from the previous year's evaluation process. For more details on the board evaluation
process, please refer the "board evaluation" section of the corporate governance
report.
Internal financial control systems and their adequacy
The company has comprehensive internal control mechanism and also has
in place adequate policies and procedures for the governance of orderly and efficient
conduct of its business, including adherence to the company's policies, safeguarding
its assets, prevention, and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial disclosures. The
Company's internal control systems are commensurate with the nature of its business,
and the size and complexity of its operations and such internal financial controls
concerning the financial statements are adequate.
The company has a strong and independent in-house internal audit
("ia") department that functionally reports to the chairman of the audit
committee, thereby maintaining its objectivity. The remediation of deficiencies as
identified by the ia department has resulted in a robust framework for internal controls
and details of which are provided in the management discussion and analysis report.
Further, statutory
Auditors in its report expressed an unmodified opinion on the adequacy
and operating effectiveness of the Company's internal financial controls.
Enterprise risk management Framework
The board of directors of the company has formed a risk management
committee to frame, implement, and monitor the risk management plan for the company. The
committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The committee considers the risks that impact the mid-term to the long-term
objectives of the business, including those reputational in nature.
The company has an elaborate enterprise risk
Management policy and risk charter defining the risk management
governance model, risk assessment, and prioritization process. Risk management framework
of the company integrates leading risk management standards and practices. In developing
the risk management framework, the focus has been to design a process that addresses the
company's business needs while remaining simple and pragmatic. Risk management
framework of the company outlines the series of activities that the company would use in
identifying, assessing, and managing its risks.
The risk management framework of the company consists of two key
components:
risk management process:
the steps and activities that company would employ to identify,
prioritize, and manage risks; and
risk management structure: the enablers that facilitate the
implementation of the process the risk management committee reviews and monitors the key
risks and their mitigation measures periodically and provides an update to the board on
the company's risks outlined in the risk registers. The audit committee has
additional oversight in the area of financial risks and controls.
Additionally, a third-party organization has benchmarked the
company's risk management practice with various companies in india and globally and
pronounced it as a leader in the fmcg category. The company was consecutively for the
third time declared as the winner in the category in "master of risk in fmcg
category", at the eighth edition of the india risk management awards 2022 by cnbc
tv-18 and icici lombard. These awards recognize those organizations and teams that have
significantly added to the understanding and practice of risk management.
Corporate social responsibility and sustainability
The company is a strong believer in the tata group philosophy of giving
back to the community and acknowledging the role played by communities in the growth of
our business. The company stand ‘for better living' which embeds actions towards
for better communities, for better nutrition, for better sourcing, and for better planet.
The company is targeting to improve the lives of 1 million community members by 2023.
Csr activities, projects, and programs undertaken by the company are in
accordance with section 135 of the act and the rules made thereunder. Such csr activities
exclude activities undertaken in pursuance of its normal course of business. During the
year under review, the csr initiatives of the company focused on women empowerment,
affordable health care, empowerment of differently abled, wash (water, sanitation and
hygiene), rural development and education and skilling. Such csr projects undertaken by
the company contribute to sustainable development goals (sdgs) under section 135 of the
act, the company was required to spend Rs 16.59 crores (2%) of the average qualifying net
profits of the last three financial years on Csr activities on projects in fy 2022-23.
During the year under review, the company has spent Rs 15.72 crores on csr activities, `
0.45 crores towards administrative overheads and ` 0.07 crores towards impact assessment,
which is permissible under csr rules. Thereby spending Rs 16.24 crores on csr activities
and setting off ` 0.35 crore from the excess amount spent in fy 20-21 and fy 21-22 towards
the total csr obligation for fy 2022-23, the company has fulfilled its obligation of
spending Rs 16.59 crores (2% of the average net profit as per section 135(5) for fy
2022-23. The board of directors has approved the same. In addition to the projects
specified as csr activities under section 135 of the act, the company has also carried out
several other sustainability/responsible business initiatives and projects on a global
scale.
Sustainability remains a core priority for the company. In pursuit of
this objective, the company have been actively investing in solar energy to fulfil its
energy requirements.
Additionally, the company have taken concerted measures to promote
energy conservation, enhance of health and safety conditions, and improve other related
aspects in its operations. As part of climate adaptation efforts, the company has
conducted a comprehensive evaluation of its carbon footprint across scope 1, 2, and 3,
which was independently verified by the british Standard institution [bsi]. As a founding
member of the Trustea sustainability code and verification system, the Company have
supported its activities. In line with the company's sustainable sourcing program,
the company has obtained 55% of its tea from trustea certified producers in india. In fy
2022-23, the company has spent over rs. 8 crores towards advancing its sustainability
endeavours.
The annual report on csr containing particulars as prescribed under the
companies (corporate social responsibility policy) rules, 2014 are provided in annexure 2
attached to this report.
The csr policy may be accessed on the company's website at the
link: www.tataconsumer.com/investors/ policies.
Pursuant to rule 8 of the companies (corporate social responsibility
policy) rules, 2014 the company has undertaken the impact assessment of 7 (seven) csr
projects carried out in fy 2021-22, through consultivo business solutions private limited,
an independent agency. The impact assessment report for fy 2021-22 is available on the
website of the company https://www. Tataconsumer.com/sustainability.
Integrated report
The integrated report of the company is prepared in accordance with the
international integrated reporting (ir) framework published by the value reporting
foundation (vrf) which reflects the integrated thinking of the company and its approach to
its value creation. This report aims to provide a holistic view of the company's
strategy, governance and performance, and how they work together to create value over the
short, medium and long term for our stakeholders. The narrative section of the integrated
report is guided by the integrated reporting (ir) framework outlined by the international
integrated reporting council (iirc).
Corporate governance report
Pursuant to regulation 34 read with schedule v of the listing
regulations, a separate section on the corporate governance report, forms an integral part
of the integrated annual report. A certificate from practicing company secretary
confirming compliance with corporate governance norms, as stipulated under the listing
regulations, is annexed to the corporate governance report.
Management discussion and Analysis
Pursuant to regulation 34 of the listing regulations, a separate
section on management discussion and analysis report which also covers the consolidated
operations reflecting the global nature of our business forms an integral part of the
integrated annual report.
Business responsibility & sustainability report
In accordance with regulation 34(2)(f) of the listing regulations,
business responsibility and sustainability report ("brsr") covering disclosures
on company's performance on esg (environment, social and governance) parameters for
fy 2022-23, along with independent assurance opinion statement provided by the british
standards institution (bsi), forms an integral part of the integrated annual report. Brsr
includes details on performance against the nine principles of the national guidelines on
responsible business conduct and a report under each principle, which is divided into
essential and leadership indicators is also part of.
Directors' responsibility statement
Based on the framework of internal financial controls and compliance
systems established and maintained by the company, work performed by the internal,
statutory, cost, and secretarial auditors including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
the management and the relevant board committees, including the audit committee, the board
is of the opinion that the company's internal financial controls were adequate and
operating effectively during the financial year 2022-23.
Pursuant to section 134 (5) of the act, the board of directors, to the
best of their knowledge and ability, confirm that for the financial year ended march 31,
2023: i. In the preparation of the annual accounts, the applicable accounting standards
have been followed and there are no material departures; ii. They 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 at the end of the financial year and of the profits of the company for that
period; iii. They 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; iv. They have prepared the annual accounts on a ‘going concern
basis'; v. They have laid down internal financial controls for the company which are
adequate and are operating effectively; vi. They have devised a proper system to ensure
compliance with the provisions of all applicable laws and such systems are adequate and
are operating effectively.
Statutory auditors and auditors' report
Based on the recommendation of the audit committee and the board of
directors, members of the company at the 59th annual general meeting held on june 27,
2022, appointed deloitte haskins & sells llp, ("deloitte") chartered
accountants (icai firm registration
No.117366w/w-100018) as the statutory auditors for the second term of 5
(five) years commencing from the conclusion of the 59th annual general meeting until the
conclusion of the 64th annual general meeting to be held in the year 2027. The members
also approved the remuneration payable to deloitte and authorized the board to finalize
the terms and conditions of reappointment, including remuneration of the statutory auditor
for the remaining period, based on the recommendation of the audit committee.
The statutory auditors' report for fy 2022-23 on the financial
statement of the company forms part of this Annual report. Statutory auditors have
expressed their unmodified opinion on the standalone and consolidated Financial statements
and their reports do not contain any qualifications, reservations, adverse remarks, or
disclaimers.
Statutory auditors of the company have not reported any fraud as
specified under section 143(12) of the act, in the year under review.
Secretarial auditors and auditors' report
According to the provisions of section 204 of the act and the companies
(appointment and remuneration of managerial personnel) rules, 2014, the company has
appointed dr. Asim kumar chattopadhyay, company Secretary in practice (fcs no. 2303,
certificate of Practice no. 880), to carry out the secretarial audit of the company. The
report of the secretarial auditor for fy 2022-23 is attached herewith as annexure 3. There
are no qualifications, observations or adverse remarks, or disclaimers in the said report.
Cost records and cost auditors
During the year under review, in accordance with section 148(1) of the
act, the company has maintained the accounts and cost records, as specified by the central
Government. Such cost accounts and records are subject to audit by m/s shome and banerjee,
cost auditors of the Company for fy 2022-23.
The board has re-appointed m/s shome and banerjee, Cost accountants
(firm registration number: 000001) as cost auditors of the company for conducting cost
audit for the fy 2023-24. A resolution seeking approval of the shareholders for ratifying
the remuneration payable to the cost auditors for fy 2023-24 is provided in the notice of
the ensuing annual general meeting. The cost accounts and records as required to be
maintained under section 148 (1) of the act are duly made and maintained by the company.
Related party transactions
The company has a well-defined process of identification of related
parties and transactions with related parties, its approval and review process. The policy
on related party transactions as formulated by the audit committee and the board is hosted
on the company's website at https:// www.tataconsumer.com/investors/policies. As
required under regulation 23 of the listing regulations, the audit Committee has defined
the material modification and has been included in the said policy.
All contracts, arrangements and transactions entered by the company
with related parties during fy 2022- 23 (including any material modification thereof),
were in the ordinary course of business and on an arm's length basis and were carried
out with prior approval of the audit committee. All related party transactions that were
approved by the audit committee were periodically reported to the audit committee. Prior
approval of the audit committee was obtained periodically for the transactions which were
planned and/or repetitive in nature and omnibus approvals were also taken as per the
policy laid down for unforeseen transactions.
None of the contracts, arrangements and transactions with related
parties, required approval of the board/ Shareholders under section 188(1) of the act and
regulation 23(4) of the listing regulations.
None of the transactions with related parties falls under the scope of
section 188(1) of the act. The information on transactions with related parties pursuant
to section 134(3)(h) of the act read with rule 8(2) of the companies (accounts) rules,
2014 in form aoc-2 does not apply to the company for the fy 2022-23 and hence the same is
not provided. The details of the transactions with related parties during fy 2022-23 are
provided in the accompanying financial statements.
Annual return
Pursuant to section 134(3)(a), the draft annual return of the company
prepared as per section 92(3) of the act for the financial year ended march 31, 2023, is
hosted on the website of the company and can be accessed at
https://www.tataconsumer.com/investors/investor-information/annual-returns. In terms of
rules 11 and 12 of the companies (management and administration) Rules, 2014, the annual
return shall be filed with the Registrar of companies, with prescribed timelines.
Particulars of employees
The information containing details of employees as required under
section 197 of the act read with rule 5(1) of the companies (appointment and remuneration
of managerial personnel) rules, 2014 is given in annexure 4 attached to this report.
According to section 197(14) of the act, the details of remuneration
received by the executive directors from the company's subsidiary company during fy
2022-23 are also given in annexure 4 attached to this report. The statement containing
details of employees as required under section 197(12) read with rules 5(2) and 5(3) of
the companies (appointment and remuneration of managerial personnel) rules, 2014
(‘the rules'), as amended, form part of this report and will be made available
to any member on request, as prescribed therein.
Significant and material orders passed by the regulators or courts
During the year under review, 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.
Particulars of loans, guarantees, and investments by the company
The particulars of loans, guarantees, and investments covered under the
provisions of section 186 of the act have been disclosed in the financial statements.
Vigil mechanism
The company's vigil mechanism allows the directors and employees
to report their concerns about unethical behaviour, actual or suspected fraud, or
violation of the code of conduct /business ethics as well as to report any instance of
leak of unpublished price sensitive information. The vigil mechanism provides for adequate
safeguards against victimization of the director(s) and employee(s) who avail of this
mechanism. No person has been denied access to the chairman of the audit committee.
The whistle-blower policy of the company can be accessed on the
company's website at the link: https:// www.tataconsumer.com/investors/policies.
Disclosures as per the sexual harassment of women at workplace
(prevention, prohibition, and redressal) act, 2013
The company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions of the sexual harassment of women
at workplace (prevention, prohibition and redressal) act, 2013 and the rules thereunder
for prevention and redressal of complaints of sexual harassment at workplace. Awareness
programs were conducted at various locations of the company https://www.tataconsumer.
Com/investors/policies.
The company has complied with provisions relating to the constitution
of internal complaints committee (icc) under the sexual harassment of women at workplace
(prevention, prohibition and redressal) act, 2013. The company have setup iccs for its 9
major locations to to redress complaints on sexual harassment.
During the year under, one complaint relating to sexual harassment
which was pending at the beginning of the financial year, has been investigated and
closed. Further, Icc had received one more complaint during the year under review and the
same was pending at the end of the financial year ended march 31, 2023.
Secretarial standards
The institute of company secretaries of india has currently mandated
compliance with the secretarial standards on board meetings and general meetings. During
the year under review, the company has complied with the applicable secretarial standards.
Deposits from public
The company has not accepted any deposits from the public during the
year under review. No amount on account of principal or interest on deposits from the
public was outstanding as on march 31, 2023.
Energy conservation, technology absorption, and
Foreign exchange
The information on the conservation of energy, technology absorption,
and foreign exchange earnings and outgo according to section 134(3)(m) of the act, read
with rule 8(3) of the companies (accounts) rules, 2014 is given in annexure 5 attached to
this report.
Industrial relations
During the year under review,industrial relations remained harmonious
at all our offices and establishments.
Acknowledgement
The directors wish to convey their deep appreciation to all the
employees, customers, vendors, investors, and consultants/advisors of the company for
their sincere and dedicated services as well as their collective contribution to the
company's performance.
The directors thank the government of india, governments of various
states in india, governments of various countries, and concerned government departments
for their co-operation.
The directors appreciate and value the contribution made by every
member, employee, and their family of the tata consumer products group.
| On behalf of the board of directors |
| N. Chandrasekaran |
| Chairman |
| (din 00121863) |
| Mumbai, april 25, 2023 |
  Â